HomeMy Public PortalAbout2020-46 Selecting Hilltop Securities, Inc. for Financial Advisor ServicesRESOLUTION NO. 2020.46
A RESOLUTION OF THE VILLAGE COTINCIL OF THE
VILLAGE OF KEY BISCAYNEO FLORIDA, SELECTING
HILLTOP SECURITIES, INC. FOR FINANCIAL ADVISOR
SERVICES; PROVIDING FOR AUTHORIZATION; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Village of Key Biscayne (the "Village") issued Request for Proposal No.
2020-08 (the "RFP") for financial advisor services (the "services"); and
WHEREAS, on May 15, 2020, an Evaluation Committee appointed by the Village
Manager short listed firms and recommended Hilltop Securities, Inc. (the ooContractor") for the
Services; and
WHEREAS, the Village Manager recommends that the Contractor be selected to provide
the Services; and
WHEREAS, the Village Council desires to select Contractor to provide the Services and
enter into an agreement with the Contractor consistent with the Contractor's proposal attached
hereto as Exhibit ".A"; and
WHEREAS, the Village Council finds that this Resolution is in the best interest and
welfare of the residents of the Village.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF
THE VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS:
Section 1. Recitals. That each of the above-stated recitals are hereby adopted,
confirmed, and incorporated herein.
Section 2. Selection. That the Village Council hereby selects the Contractor for the
Services.
Section 3. Authorization. That the Village Council hereby authorizes the Village
Manager to negotiate and execute an agreement with the Contractor, consistent with the proposal
Page I of2
attached hcreto as Exhibit "A," subject to the Village Attonrey's approval as to form, content, and legal
sufficicncy. Il'an agreement cannot be reached with the Contractor, thc Village Manager is authorizcd to
ncgotiate and cxecute an agreement with the next highest ranked firm(s), in order of ranking, until an
agrcen'rent in the bcst interest of the Village is reachcd.
Section 4. Effective Date. That this Resolution shallbc effectivc immediately upon adoptiorr.
PASSED and ADOPTED this 30'r'day of Junc 2020.
I t/
MICHAELW. DAVEY
OR
ATTEST:
ULPA
VILLAGE CLERK
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
L
I
WEISS SEROTA HELFMAN COLE & BIERMAN, P.L.
VILLAGE ATTORNEY
Page 2 of2
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE VILLAGE OF KEY BISCAYNE
AND
HILLTOP SECURITIES INC.
A ts AGREEMINT [this "Agreenrent") is nracle clfcctive as of the f,Soay or'TH
U 2020 (fte "'Ell'ective Date"). by and hetueen the VII,LAGE OF KEy
B YNE, FLORIDA, a Florida nrunicipal sot?orariotr. (the "Village"), and HILLTOp
SEC URITIES INC., a Deleware for-profit corporation (hcrehrafter, the "Consultant").
WHEREAS, the Village desires certain financial advisor services; and
WHEREAS, the Cotrsultant will perform services on behalf of the Village, all as furthcr
set lbrth in the Proposal daled April 9, 2020, attached hereto as Exhibit "A" (the "services"); aud
WHEREAS, the Consultant and Village, through mutual negotiation, have agreed upon a
fee for the Services; ancl
WHERDAS, thc Villagc desires to engage tlrc Consultant to perform the Services and
provide the deliverables as specified below,
NOW' TI{EREF'ORE, in consideration of the mutualc,lvenants and conditions contained
herein, thc Consultant and the Village agree a$ follows:
l. Sconc ofServices.
l.l. Consultant shall provide the Services set forth in the Proposal attached hereto as Exhibit
'oA" and incorporated herein by refercnce (thc "services").
1.2. Consultant shallfurnish all rcports, documeuts, and iril'cnnation obtained pursuaut to this
Agreemcnt, ffid recommendations during the tenn of this Agrcement (lrereinafter
"Deliverables") to the Village.
2. Term/Comnrenccment Dalc"
2.1. The term of this Agrcement shall be fi'om thc Effec:ivc Date through tluee (3) years
thereafter, unless earlier terminated in accordance with Paragraph 8. Additionally, tlre
Village Manager may tenew this Agrecment for two 12) additional one-year periods on
the same terms as set forth herein upon written notice tc thc Consultant.
2.2. Consultant agrees that tinre is of the essence and Consultant shall conrplete the Seryices
within the term of this Agreetnent, unless extended by the Villagc Managcr,
3. Comncnsrlion and Pavmcnt.
3.1. Compensation for Serviccs provided by Consultant slmll be in accordance with the Fee
Schedule aflashed hereto as Exhibit "B." Consultant shall he compensated a flat rate, lump
Contract 2020-08 Page I of 12
surn f'ee in the amount of $500.00 per month. Transactional fees will be char:ged for all
completed financings in aecordance with the Fee Schedule attached hereto as Exhibit "'8."
3.2. Consultant shall deliver an invoioc to Village no more often than once per month detailing
Services cornpleted and the amount due to Consultant under this Agreertrent, Fees shall be
paid in artears each quaftero pursuant to Consultant's invoice, which shallbe based upon the
percentage of work cornpleted for each task invoiced. The Village shall pay the Consultant
in accordance with the Florida Prompt Payment Act after approval and acceptance of ihe
Services by the Village Manager.
3.3. Contractor's invoices must contain the following inlbrmation as applicable for prompt
paymenl:
Narne and address of the Consultant
Purchase Order number
Contract number
Date of invoice
lnvoice number (lnvoice numbers cannot be rcpeated. Rcpcated invoice numbers will
be rejected)
Natne and Type of Servises,
Timeframe covered by the invoics
Total Value of invoicc
Failgrc to include the above infbrmation will result in the delay of payment or tejection of
the invoice . All invoices must be submitted eleotronically to
pavablcs@.ke.vbiscay rre. fl. gov.
4, $ubconsultants.
4.1. The Consultant shall be rcsponsible for all payments to any subconsultants and shall
maintain responsibility for all work related to the Services'
4.2. Consultant may only utilize the services of aparticular suboonsultant with the prior written
approval of the Village Mzurager, which approval rnay be granted or withheld in the
Village Manager's sole and absolute discretion.
5. Villnpc's Resnonsibilitics.
5.1. Village shall make available any maps, plans, existing studies, rcports, staff and
representatives, and other data pertinent to the Services and in possession of the Village,
and provide criteria rcquested by Consultant to assist Consultant in performing the
Services.
5.2. Upon Consultant'$ request, Village shall reasonably cooperate in arranging access to
public informatiorr that may be required for Consultant to pertbrm the Services.
6. Consullantts Resnonsihililics: Rcnrcscntations lnd Wrrrlnticr'
a
I
t
a
a
a
a
a
Contract 2020-08 Page2 of 12
6.1.. The Consultant shall exeraise the sarne degree of cerc, skill and diligenoe in the
Ferfbrmanpe of the SeffieEs as is ordisarily provided by a consultant under simitar
sircufnstanpes. lf Ar pny time dwiqg the temr of ttris Agreemorrt of Within twq (e) yoars,
ftorn thecompletisn of ttris Agreemcnt, it,i* detcrmined thttthe Cons$ltant's Deliverabtes
or $ervices are incorresl not propedy rendercd, defective.. ** fuit to osnforrn to Viltage
reqns$ts, the Cgnsultant shalt at eonsultsnt's sole expense, irnmediately sCI6rect ,its
Deliverables or Servic€s"
S.2. The Constiltarrt !P*b=v qansnh and represents that at all times during *rs terrn of this
Agrosnrent it shall maintain in good standing all required licwues, certifisations and permits
required uudgr Federal, StatE and loc*[ I*ws epplicnble to and ne€e$sary to perform the
Services for Vitlage as an independent contractor ofthe Village. Consultanifurther warrants
and represents that it has the required knowledge, expenise, and sxperience to perform the
Ssnrices and carry oui ik ob[igations under this Agreermnt in aprofessional and first class
rn8nnsr.
6.3. The Csnsultar* rcpresenb that is an entity validly existing and in good,standing rlnder the
laws of Florid*. The execgon, delivery and per:brnrance of this Agreoment by-
Consultant have been duly authorized, and this Agreement is binding on CJnsultant ani
Enfolseable against ConsultqJit in aceordance with.its t€rm$. No consEnt of any other
psrson.or entity,to such executio& delivery nnd perfon:ance i*mquired.
1, Conlliet of lute,rest
?.I. Tc avoid any conflict of interest or any qppearsn$e theraof, Cansultant shatrl noto for the
term of ,{his Agreemcni, provide any consutting seruces to any private sector entities
{developer$, sorporBtions, real s$ate investors, stc.), with any cuTent} Er fcreseeabl&
adversarial issues in the Villnge.
E. Iornluation,
8.1' The ViIIago lvlenager, without causs, rnay brmin*te this Agrewrent upon thi4y (rO;
calendar days' witten notiee to the Consultant, or immediately with cause,
8;2' Upon reeeipt uf tbe Villago*s written notice of terrninarion, Consultant shall imnnediately
stop'work an the Brcjeot umless,direcad pthefwise by tre Village Managg,
SJ. In the event af tenninntion ,by the Village, the Consulffint rhnll he paid for all work
aeceBted hy the Village h{anager up to &e dete of termination, provided that the
Consultanthan first comBliEd with the provisions of Fmngraph 9.4,
8"4. The Consultant shall transferall books, records,trepofis. working drafts, doearnEnh, trtflp$r
and dstq.penaining ta the Ssrviees and ttre project to the Village, i* a hard copy and
electronic format within for.nteen (14) days from Lre date of tlre written noiice of
tdrmination or ths date.of expiratisn of this Agrcemenli
9. Insuratrcc.
Contract?040-08 Fege 5 of 12
9.1. Consultant strall,secure;and maintain throughout the duration of this agFsclnent insurnnce
of such types and in such amouuts not less then thsse specified below as satisfactoty to.
Village, nanring the Village as an Additional Insured, undEruryitten by a frrm rsted -{-X or
bettor by A,M,Best and qualified to do business in the $tate of Florida. Tlre insurance
cov€rage shall be primnry insurance with rcspecr .to the Village, its offisials, employae$,
agsnts- and voluntecrs narni{g the Villege'as additional innlred, Any insurance nraintainad
b; the Villags shall be in exrsss of the Consultnnt's insruance and shall not csntribute tq
the Consultnrrtts insurance; The inswan-ce coverages shall include at a rniuimum the
amouxts s&t fCIrth in this sectiou and rnay he ineregssd by the Village ns it dsem$ $ecsssary
or prudent.
9.1.1. Commercial General Liability covsrsge with limits of liabitily sf not lees then a
$1,000,000 per Occurtence eombined single lirnit for Bodily Injury and koperty
Darnage. This Liability Insurancs shall also include Cornpleted Operations and
Froduct Liability eoverages and eliminate the exclusion with respeetto pmperty undpr
the care, custody and eontrsl af Consultsnt. The General Aggpgate Liability limit
and the Prcducts/Completed Operations'Liability Aggregate limit shall be in the
amount of $2,000,000 each.
9.13. Workem Compensation and Employerls Liabili-$ insurance, to apply for sll
employees fur statutory limits as required by applicable $tate and Federal laws. The
poliey{ies} mu$t inctude Em,ployer'sLiabilitywithminirnutn limits of$1,000,S00,00
eachlceiderd, No employee,'srtbsoqtractoraragentoftheCoasultsnt shall be allowed
to provide $ervices pursuaat ts this Agrscmcnt who is not covered by l$orker's
Cornpensati on in$usnce.
9.1 .3 . Business Automobile tiability ,with minimum lirnits of $ I ,000,000 per occufiEncs,,
combined srngle lirnjt for B.odily Iqiufy and Fropegy Damage. Coverage must be
sffordsd on a f,orm oo mors restrictive than the latest edltion of the Business
Autcmobile Liability Falisy, without reaBictive endorsements, as filed by the
Insurance eiryice Officg and must induds Owned, Hired, and l.ton-Ov.rned Vehieles.
F.1.4. Professional Liability Ihsurance in an amount of not less than One MillionDollnrs
($ I "000,0CI0.00)
per ocsurrenss, single limit.
9.2. Certillcnte of Ingu c. Certificates of lnsurance shall be provided to the Village,
refieeting ttre VittaSE ns an Additipqal Insured {except with respect to Professianal
Liabilitylnnurame and lMorker*s Cornpensation Insupnec), no later th,an ten (10) days
after adard of this Agreement and prior to the execution of this Agreement by Village and
priorto comrnencing Services: Eaeh certificatc shall include nu less than (30).thittyday
advance wr{Uen nolisq to Village prior to saflcellationo tetminatiou, or rnetedal alt*ution
of ssid palicies sr insurance. The Cossuliant shall bc responsible for asswing thst ths
inswance c,eftific*tss required by this Section re.main in fulI ferce snd sff$ct for the
dutation of thls Agreement, includilrg any extension$ or rcnowats that may be granted by
*re Village. The Oertificates of Insurenee shall not o$ly name the types of policy{ies)
provided" but also shall rrfer specifically to this Agreement and shall stste thqt such
lnsure.rc* is as req*ircd by this AgrEement. The Village reservos thc right to inspect and
Conbaot 20!S.SB Page 4 oflX
1rl.
11.
retur$ a certifi€d copy of such policies, upou written rsquest by the Viltage. If a policy is
*rrp.to expire prior to the oompletisn of thu Services, renewal Certificates of Insruance
shall be Srnrished thiffJ' fiO) calendar days prior to the dete of their policy expiration"
Each polie-y cerfificate sfrnU Ue endorsed
-*ittt
u provision th$rt nst teJs tl]an thi4y {ln}
calsudsr days' $rriuen notice shall be provided to the Village before any policy oi
soverag6 is canoslled ormshicted, Aeeeptance of the Certificate{s) is subjecttoapproval
of the Village.
9'3' idditioas! [n$urcd, Except with respectto Professional Liability Insurance and W'orlcer's
Compwrsation Inswaneer. the Village is to be speoifically inttuCed as an Additional
Insured fcr the liability of the Village resulting from S+rviae*pef,fsrmed by or on behalf
of the, Consultant in performance of this Agreement The Consultsnt's insurance,
includingthat applioable tothe Villageas an Additional lnsured, shall apply on a primary
bqSis ild any other insuraace m*intainsd by the Villass shall bo in e:toesi of rure shatt not
ssHrihute ts {he Cunsultant'$ iusurance, The Consultant's inswance slsll esntain a
swambiliV of interest pluvision provid,ing that, excepr witJr rcspect ts the totsl limits of
Iiability, the insurenee shall app-ly to eaoh trnsursd ur *{dditional InswEd (for appliaable
policies) in the'muse manner a* if ssrparate polioies'bad beenissuedto each.
9.d I+o$ P+y*Ei The Viilqge is tsbg speeifically namsd as a loss payee lrnder tho Consultant-s
Professioual Insum$ce policy so that thaVillagc witl be attrird party benefic,iary entitled
to reeoive all money Falable undarthe rolevant policy for arry claims; damagesl or losses
in connestion witli, related to, or arising fronr Csnsultantos Selvices or
*perfrrmanee,
pursuant ts thi* lqreernent.
9.5- S$ductibtesr All deductibles or ffilf-issilred roterrtisns must be deslared to and be
rc3sonably approved by the Village. The Consultant sbatl be responsible for the payment
of any deductible sr sglFfust$sd retentiqn$ in the evsnr sf fl&y claim.
9,6. The provisions of thfu sEglisn s$all survive terrnination of tfuis Agreernent.
NondisqfimiFation During the tErrn of thir. Agreement, Csn$ultbnt shall nat discriminate
agairuf any Ofits qnployce$ or applicants fur employnrent because:oftheir race, q olor, religion,
$tsx, or national origin, and will abide by all Federal .and State lnws regaiAirlg
nsndiscrimination,
Attornpv$ ['s*r snd Wiiver ofJirny Tri*L
ll'I. In the event of any litigation arising out of thir Agreement, the prevailing party
shall be entitled te recsvor itslttorueye' f;€s and coxts, inlhdine iu* ru.u and e$;ns€s
9f uny paralegalso law clerh* and legal assisbnts, snd furcludine fres and expenses cirarged
for rrpresontation st both the trial,snd appellate levels.
iTJ. IN TI{E HVENT OF ANY LITIGATION AzuSING OUT OF THIS
AoREEMH-lr, EACH PARTY HEREBy KNowtNsty, rRF€vocABti,
VOLLI} TARILY AND INTE}ITJONALLY IUAIVE$ ITS .RISHT TO TRIAL BY
JURY"
Contract 3040-08 Puge 5 ofll
ll. Indemniliaation,
i!.1. Consultant shatl indemniff and hold harurless the Village, its officers, agents anS
employees, frorn and against any and all demands, claims,lesues, suits, litbi',llties, eauses
of action, judgrnent or danrages, arising from Consultant's performance or non-
perfornance of any provision of this Agreoment, inoluding, but not limited to, tiabilities
arising f,rnm eon$acts between the Consultant and third parties made Fursuant to tkis
Agrsement. Consultant shatl reimburse the Villege fur all its errpenses ineluding
reassnab'le attorneys' fees and cost$ in$used in and about the dsfsnse cf any sush claim
or investigation *nd for arry judgment or damqges arising frorrr Consultent's perforrnance
or non-perft$manse of this Agreement,
12,"1 Nolhing herein is ,intended to serve as a waiver of sovereign immunity by the
Village nor shall anything irreluded herein be coaslnred as ccsssnt to be sued bry third
pailies in any matter ali*ing out of this Agreelnent or any other contuast. The Village is
.subject to sectian ?68.?S, Fl*rida S&tutes, a$ rnay be arsended fum tirne ts time.
l?,3. Thoprovisions uf this sEctiou shall s*rvive terruination of fiis Agreoment.
13. $toffciesfAlrthoriacd Rsorcs$ntstivs$, Any 'notices required by tn*is Agrcemeut shall be in
rwiting and shall be deemed to have been properny given if transrnitt*d by hrirnd-delivery, by
registered or eertified,rnail with pcstage prepaid retun receipt requested, or by a private postal
serriee' addressed ts the parties (or theit successors) at the addresses listed on the signatwe
page of this Agreernent or such ather address as the party un6y have desiguated. bg proper
netice,
14. This Agreernent shall be construed'in accsrdance with and
gwemed bt thi laws of the State of Florida, Yenue f,:or any proceedings arising out of this
Agre-eirrent shalt be proper exclusively in lv{ia-mi-Ende Courrty, F'lorida.
15.
l5.l; This writing contains the entire Agreement of the parties and supersedes aoy prior
oral or written reFr€sgntatioas. l.[o rFpresentati-$n$ were rsade or rtlied upou by ei{ber
Farty, other than thsee that are oxpressly set fstth hersin'
15.?. No agent, ernployee, orother representative of eitherparf isempowercd to rnodi$
or amend $re'terms of this Agreement" *sless executed with the same forrnality as this
doeument.
16- Ownershin cnd Acccsr to Re-corde snd Audit$.
16.I. Consultaxt acknowledgos that all inventions, innovationsr improvemsntq
devolopments, methods, desigus, anrlyses, drawingq r€pCIfis, coxrpiled infsvmationn. and
ell similar sr related information dwhetlrer patentabls or not) whieh relate to $ervices to
the Viltra.gs which ffe concoived, developed or mado by'Consultant drttug the'terrn of this
Agroenrem ("Work Prtducf) belong to the'Village. Ctnsultant strall promptly diselose
such Work Froduat to ttre Vitrlage and perfornr all actions reasonably requested by the
Contraet 202$-08 Page 6 of'11[
Village (whether during,or after the term of this Agreement) to establish aild conftrrn suctl
ownership (including, without limitation, assignmeirrs! powers of attomey and other
innhumEnts)"
16.2. Consultant agrtees to keep and maintain public records in Consultantos pessession
o.r contol in connection with Consultant's performfince under this Agreemenl The Village
Managar or her designee thall* during the term of this Agrsement and for a period of th,ree
t3) ysqrs &qm thu date of ttrrninstion of this Agreement have anoess to and the right to
examine and audit any records of the Consultant inv*lving tmnsactions related ti this
$Sryernqry, -Consultant additiorally agte€s to compty speeifically withrhe provisions of
Section I'19.07S1, Flori& Statutps. Consultant shall ensunE thn{public. recsrds that are
ox*mpt or cEnfidential and e*empt from public reeords di$closurt requirements are Fot
disclosedo exccpt as authorized by law, govemmsntal 4ga*cy, or regulatory request frr the
ducatign of ttre.dgwe.menl, aud fullowing co$Flefion of^the Agreement until the.rcpords
are ffsssfe$red to tlie Villnge.
16'3. UBon request ftom thE Village's eustsdi*n of puhlic records, Consultant shall
.pruvide the Village with a copy of the requexsd regords sr allow the reoords to be
inspected or copied within q ryasonable time at a csst that does not exceed *e cost
provided by chapt*r 119, Floride statutes, or as other,rrise provided by law.
16'4" Unless otherwise provided by lnw' any and all records, including but not lirnitsdto
rc$rortq" surtreysr 8nd other dsta and documents provided or cr€ated in conneetion with this
Agxeement are and slrall rcrnsin tlre pnoperty of the V,illager
[6.5. Upon cornplstion of this Agreemoni sr in the event of ter-mination by either party,
eny and all. public tecotds ,relating to the Agrcement in thc posssssion of the Conzultant
shatl be delivercd by the Consultant to the ViIIage M,sR4SBt- fit ns So$t to the Village,
within seven {7) days. All suah records stored elssonically by Consuttant shall-be
delivered to the Village in a fonnat that is compatible with the Village"s information,
technclog$ sy$te$s. Osce the public reoords have bmn dElivered upon eomplntion or
twnrination of this Agneement, the Cons-ultant shatl deskoy any and nll duplicatepublie.
recqrds ftat qre exempt or confidential and exempt ftom public,records discio$re
requirernents.,Irfotwithstending the foregoing, the obligatiunta r€tarn or desuoy duplicate
public reccrds shall not appty to duplicata publicrccords requiredrto be retaincd by taw or
dpeumgnt netention policy. or duplicam public records retailred automatically as iartof a
computgr b-ask-up. rEaovefy or *irnilar systern, all of whictr rnay be.retained, but subjeat
to the terms of this Agreement
'16"6. Any compensa.tion due tE Consultailt shall be wjthhetd until all reeords are reeeived
as providedhercin.
16.7. Con*ultant's failue or refusal to conrply with thq provisions of this section shall
tsilth inthe immediate tefmi$atio:r of this Agreernentby the Village.
16'S' No$ice Pqrsgaot ta Se*tior 1t9.0?{11.(2X"i. FISfida $tatuJue" fS TIIE
CONSULTANT HAS QUESTIODIS NNC^*,NNiTVC THA
Corr{ractg0?&08 Pnge 7 ofll
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONSULTAI{T'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEEMENT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS.
Custodian of Records: Jocelyn Brewster Koch
Mailing address: 88 West Mclntyre Street
Key Biscayne, FL 33149
Telephone number: 305-365-5506
Email: ikoch@kevbiscavne,fl.sov
17. Nonnssisnnbilitv. Tlris Agreement shall not be assignable by Consultant unless such
assignment is first apprnved by the Village Manager. The Village is relying upon the apparent
qualifications and expertise of the Consultant, and such ftrm's familiarity with the Village's
area, circumstances and desires.
18. @b!!!S. If any term or provision of this Agreement shallto any extent be held invalid or
unenforceable, the remainder of this Agreement shsll not be affected thereby, and each
remaining term and provision of this Agreement shall be valid and be enforceable to the ftillest
extent permitted by law.
lg.Inelenendcnt Contractor. The Consultant and its employees, volunteers and agents shall be
and remain an independent conhactor and not an agent or employee of the Village with respect
to all of the acts and services performed by and under the terms of this Agreement. This
Agreement shall not in any way be construed to create a partnership, association or any othcr
kind ofjoint undertaking, entetprise or venture between the parties.
20. Conrnlirnce with Laws. The Consultant shall comply with all applicable laws, ordinances.
rules, regulations, and lawful orders of public authorities in carrying out Services under this
Agreement, and in particular shall obtain all required permits from all jurisdictional agencies
to perform the Services under this Agreement at its own expense.
21. Waiver. The failure of either party to this Agreement to object to or to take affirmative action
with respect to any conduct of the other which is in violation of the terms of this Agreement
shall 1ot be construed as a waiver of the violation or breach. or of any future violation, breach
or wrongful conduct.
22, Survival of Provisions. Any terms or conditions of either this Agreement that require acts
beyond the date of the ternr of the Agreement, shall survive termination of the Agreement.
shall remain in frrll force and effect unless and until the tetms or conditions are completed and
shall be fully enforceable by either party.
23. Brohibition of Continsencv Fces. The Consultant warrants that it has not employed or
reiiined any company or person, other than a bons fide employee workirrg solely for the
Consultantu to solicit or secure this Agreement, and that it has not paid or agreed to pay any
Contract 2020-08 Page 8 of 12
pemon!* $ompany! corBoratiog individual or firm, sthgr tran a borr* fide employee wurking
sol€Jy fcr thc Con*ultant, any fee, commission, percentage, glft, or ariJ otheiconsidemtion,
contingent upon or rasulting from the award or making of thisfureement.
?4.wiih Sestio$ A$7.I33, Florida
is hercby ineorporated herein bySntutes
re&r6n0e, ircluding exssution of any required afiidsvit
t5' Conn+teqnq' This A.greenrent rxuy be cxcswcd insewral.countsrparb* eachof whieh shall
be deemed an original and such cornterparh shall constitute one and the sams instnunent.
16' ib$!gl&, Xn &e event oJ a conflict ,betrryeen the brmr of this Agreement and any exhibits CIr
attachnrssts herntnr,lSq terms ofthis Agreemcnt shalt co$rrlt.
[Remrlnder nf page,futsn*ionelly lefr hllnk $igg*true Fsgos f,ollow,l
Contrirut 90i0.08 Pags I oflt
IN WITNESS WHEREOF, the partics hereto have caused this Agreement b be executed the day and ycar as first
stated above,
VILLACE OF KEY BISCAYNtr,CONSULTANT
t By:
By:
Andrca Agha
Villagc Managcr
Attest:
Jocelyn
Village Clerk
Approved as to form and legal sufliciency:
By
tu?;*
Weiss Scrota Helfrnan Cole & Bierman, P.L.
Village Attorney
Addresses for Notice:
Village of Key Biscayne
Attn: Village Manager
88 West Mclntyre Street
Kcy Biscayne, FL 33149
305-365'55 l4 (telcphonc)
305-365-8936 (facslmile)
aagha@keybiscayne.fl .gov (cmail)
Wlth e copy to:
Weiss Serota Helfman Cole & Bierman, P-L.
Attn: Chad Friedman, Esq.
Village of Key Biscayne Attomey
2525 Ponce de Leon Boulevard, Euite 700
Coral Gablos, FL33lJ4
cfricdman@wsh-law.com (email)
Name:M,t^t J S ,l
Title:Plea,r,in^ l,rr"uhr
By:
$
i,r,iii 1,.1'f-'
Addresses for Notlcc:
I email)
With a copy b:
)
Contract 2020-08 Page l0 of 12
ETilIIBIT "AU
SCOFE OF SSR"INCEF
Thq $oOpe of $ervices are those contained {n fie Preposat dated April g, ?02S, attached hereto and
incorporated herein by reference. At a minirnum, the Services strall include, but not be specificaily
Iimited to, the following:
a. Rerr.lew,existing'd*bt stmcfurs and finanoial recources to determine available bonuwing eap &
refinancing opions and opportunitiosb. Reoommelrd qBpropriata finsneial struellrre for proposed projects
c" Assist thc Villag€, with prepamt'ion of foreg4s* for pmBc5ed ,is ues, *.ddressing debt service
rcqr*ircment* and fiudlng $ourses
d" Frovide advice on ter'ms and feafuEe,s sf bqnds; both pubtriu oftuings end direst plagement "bank
loans", timingand'mmlccting of'bondJssseqn and markct conditions aJthey relatE to. filture s*losa, Advise on benefi{g nf nsgotiated vemus oompetitive bid sulss for eaoh issue,f. AssisttheVillagein,prcprilallonofnn official,statement in oonjunction with bowd disslosut€ counse.tr
and the Village,g' Atfnnge for the widest possihle distribution of tho oflicial srot*E€nt to bond underrnritets and porcntial
inwsters en competitive sale lransactions,h' Consufb CIs neede4 with Villaga$taff legardirtg varlous fin*nning optlons or soncgi1rs:i. Assistthe Village irr obtaining ths highest possible credit rankinf,j, Assistthe Village with bid opening on competitive sale tansactions, apd as applicable, to advisc on
bond m**et oonditiptls, compute acctlracy of bids receivedu ard prepare rornnai reeorNnrrcndation on
accept*ility of prefened offer.k. Assilt the Villegs wltft 'monitoring tJre progross of a negotiated. snle sn the day of prioing and as
applicable; advise regatding market conditions and acceptabiliqr af the ofFer.l- Assist wrth bond ctosingsand cpordinae printing *igning, and delivery ofbonddocumetF:
m. Assist in selecting paying agonts and other financial intennediarius as necessrry.n. ..ddvisethe villggs on proposed and actua! changes in tax lar,rsr.afid finaneial market deve lopments that
aould rffect Vitlags bond finanolng plans.
o. Atfuid Villagc Councll rnoe*ingq and other'sshedulod Viltogg rueetings as requostod, with reasqnable
rdvanse notics.
Page trl ofltr
Response to Village of Key Biscayne
RFP No.2020-08
Financial Advisor Services
Due: April 9, 2020 @ 2:00 PM
HilltopSecurities
A Hilltop Holdings Company-
PRIMARY CONTACTS:
Matthew Sansbury
Managing Director
450 S. Orange Ave., Suite 460
Orlando, Florida 32801
(407) 426-e611 | (407) 426-7835 fax
matthew. sansbu ry@ h i I ltopsecu rities. com
Alex Bugallo
Managing Director
450 S. Orange Ave., Suite 460
Orlando, Florida 32801
(407) 426-9611 I (407) 426-7835 fax
alex. bugallo@hilltopsecurities.com
@2OZA Hilltop Securities lnc. All rights reserved. Member FINRA/SIPC/NYSE
HilltopSecurities
A Hlhop HoldhgB cornpmy
,m
B. Table of Gontents
FORMAT OF PROPOSAL:
A. CoverPage.
B. Table of Contents,.......,.....
C, Letter of 1ntent.,.,........,.,.
D. Response Checklist ...,...
E. Company Qualifications.
F. Personnel Qualifications
G. lnnovative ldeas for Financing of lnfrastructure and Other Capital Requirements...,,....,
H, Special Gonsideration....
l. lnsurance.
K. LitigationStetement
L. Conflict of lnterest Statement,...........
M. Forms........
N, Warranty....
O. Price Proposal,...,..,,..
APPENDIGES:
Appendix A: Required Forms & Documentation
Appendix B: Certificates of lnsurance
EXHIBIT:
Exhibitl: MunicipalAdvisorDisclosureStatement
ii
iii
1
@ 2020 Hilltop securities lnc, Alt rights reserved. Member FTNRA/slpc/ ysE PAGE lit
.r*HilltopSecurities
A Hlllop tloldlnp Conprny
C. Lstter of lntent
April9, 2020
Conchita Alvarez
lnterim Village Clerk
88 W. Mclntyre Street, Suite 220
Key Biscayne, Florida 33149
Dear Ms, Alvarez
On behalf of Hilltop $ecurities lnc, ("Hilltop$ecurities"), we are pleased to submit our response to the Village of Key
Biscayne's (the "Village") Request for Proposal for Financial Advisor Services (the "RFP'). As one of the largest
financial advisors both nationally and in Florida, we understand the work being requested of us by the Village and
pledge to perform allfinancialadvisory services in a timely and effective manner,
The polnts below highlight why the Viltage would benefit from selecting HilltopSecurities as its financial advisor:
a lndustry Leader in Providing Flnanclal Advisory
$ervices. Hilltop$ecuritles, as it exists today, is the
combination of First Southwest Gompany, LLC and
Southwest Securities, lnc. When these two firms merged
in January 2016, they had a combined 112 years of
industry experience, including providing financial
advisory services to Florida municipal clients since 1989.
Hilltop8ecurities ie one of the largest financial
advisore in the country, having succestfully eerved
as flnancial advisor on 9,452 publlcly offered
transactions totaling $342 billion in par value over the
past decade. HilltopSecurities is equally strong in
Flodda, having served a5 financial advisor on 188 Florida
debt related financings since 2015, both publicly offered
billion in par value.
N.tlon.l FlnrnttEl Advlsor Rankln3
tCltlor, Towne and villa3crl
lqu.d od Nufrhr, ol Ftnoocligr; 20tqAAt9: g,utei Trrofren Sd,ltrll
rdflbp*Irthr
,n*.E
Ilrntt
crdrllrrrr btdr E
?fu
-0 r,odo r,oan t.0o1 r.dm lqp 6.o0
a
and privately issued, valued at approximately $9.3
Experienced and Oedieated Personnel. As your account managers and primary points of contact, Matihew
Sansbury and Alex Bugallo have over 35 years of combined public flnance investment banking
experlence, focused on serving the needs of local Florida municipalltles. Through their careers, these two
banking professionals have worked with approximately 100 Florida local governments and governmental
authorities, including several in the tri-county South Florida area, in helping them solve their debt and other
financial needs. Hllltop$ecurities' lead advisors will be assisted by other members of the firm's banking and
quantitative groups to ensure that the Village's financings get completed in the most efficient and cost effective
manner possible.
First-Hand Market lnformatlon. As a licensed broker-dealer, HilltopSecurilies provides the Village with dlrect
market information from ourown capital markets professionals, Ourfirm is involved in overtwo dozen municipal
financings per week, either as financial advisor or underwriter, While municipal advisory only firms must obtain
pricing information from broker-dealers with active underwritlng desks or from other indirect means,
Hilltopsecurities is a market maker for both tax-exempt and taxable municipal bonds, This real world market
knowledge, gained through everyday market participation which includes risking our own capital, gives us
immediate insight into structuring and pricing issues that firms without such market participation simply cannot
have. Therefore, when we serve in the fiduciary role of a financial advisor, we are able to advise our clients
from a direct knowtedge and experience basis that non-underwriting financialadvisory firms do not possess.
This provides a significant and measureable benefit to our financial advisory clients.
a
@ 2O2O Hilltop Securities lnc. All rights reserved' Member FINRA/SIPC/ YSE PAGE liii
HilltopSecurities*
I HillopfloHln$ Compmy
r More than Just a Financial Advisor' As a leading advisor to state and local issuers, Hilltop$ecu1ties has
responded to today's lncreasingly complex public flnance landscape by "raising the bar" on the services,
resources and experience we offer to our municipal clients, Specifically, the following are some of the firm's
affiliated services we offer in addition to traditional financial advisry services: arbitrage rebate, continuing
disclosure, investment managemenUadvisory, local government investment pool adminishation, structured
products, pension and OPEB consulting, and debt capital markets.
. Understandlng of Work to Be Gompleted. HllltopSecurities is f-rlly capable of aseisting the Village by
providing sound advice in the planning, structuring and timing of comprehensive plans of finance in connection
with the Village's capital and operating programs. Our vast experience with similar Florida municipalities
provides us with an in-depth understanding of the reguirements being asked of us and the services that are
expected of us. We are fully prepared and equipped to provide the full range of services that the Village seeks
and expects in a timely fashion. Our engagement team for the Village will further draw upon the vast resources
and experience of the firm to ensure the Village receives the best advice possible,
. Gommltment to Our Clients. At HilltopSecurities, our goal is to :reate a long-term relationship with our
financial advisory clients. ln this light, we strive to serve as an extension to the Village,s statf and as an
integrated partner with the Village in order to find solutions that sofue irnmedlate or short-term needs while
working towards achieving long-term financial goals. We understand that debt is not always the most
appropriate solution to a funding dilemma and we will work wiih the Village to ensure that the right financing
tools are used in order to solve each unlque challenge.
We sincerely appreciate the opportunity to present our qualifications to senre as financial advisor to the Village. We
commit that our service will be professlonal, personalized and responsive. Above all, as the Village's financial
advisor, we will bring a fresh look and original ideas to the engagement, all while focusing on serving the best
interests of the Village,
Slncerely yours,
Hru-rop Sscunmes lrc.
ra-",L';.,",0*-,
i'f i
? ,'..t
,/,.:'.):'),,'-' L.#-..-.r'
,/'
Matthew Sansbury
Managing Director
450 S. Orange Avenue, Suite 460
Orlando, Florida 32801
(407) 426-9611 | (407)426-7835 fax
matthew,sansbury@hilltopsecurities.com
Alex Bugallo
Managing Director
450 S. Orange Avenue, Suite 460
Orlando, FL 32€.01
(4071426-9611 | (407) 426-7835fax
alex,bugallo@hillbpsecurities.com
@ 2020 Hilltop Securities lnc, Alt rights reserved. Member FINRA/S|PC/ ySE PAGE liv
*HlltopScurllles
Affif$tsltto'GorlDlny-
D. Ruponrc Ghccldlrt
Praposer must completa Farm RC aN ilr;lucle ln lts tcsrcrnw.
Please find Hilltop$ecuriUes' cornpleted Form RC (Recponse Checklist) ln Appendlx A to thiE proposal,
O 2020 Hllltop $ecudtloe lnc, Allrlghb rescrvod, Marnber FINRA/SIPCNYSE PAGE I I
,*HilltopSecurities
AHmopBoldhgr ComFlny
E. CompanyQualifications
Proposer must complete and submit Form CQQ, Company Qualificailons Queslrbnn alre and Form CR, Client
References. Proposer musl a/so lnclude a list of all puhlie/private c/ienfs for the past two (2) years prior to the
rssuance of this RFP, and any rclevanf Dusiness ficenses, including occupation, and Ftoida registration
(Company ceftifications, not personal) and a copy of Slafe Corporate or other proof from the State of Ftorida
that Proposer is authorized to do business rn thrls State.
Please find HilltopSecurities' completed Form CQQ (Company Qualificatbns Questionnaire)and Form CR (Client
References) in Appendix A to this proposal.
Client References
Provided below are three Ftorida local governmental client references forwhich we have provided recent financial
advisory services that should be contacted to verify the level of services we are capable of providing.
Public Entity Name: City of Clearwater, Florida
Reference Contact Nameffitle: Jay Ravins, Finance Director
Contact Telep h one/Ema il : (7 27 | 562-4538 / jay. ravi ns@ myctearwater. com
Public Entity slze/square Mileage: 115,000 est. population t 26.6 squ,are miles
Gontract StarUEnd Date: June 200S - Present
Scope of Work: Messrs. Sansbury and Bugallo have provided FA services on 12 financings for Clearwater
totaling $343 million in par value. Our experience includes five public bond offerings ($245 million) and seven
direct bank placements ($99 milllon), includlng ffnancings for the City,s water and sewer system, stormwater
system, gas system, and for bonds backed by the City's General Fund revenues. These transactions have
generated over $72 million in project funds supporting Clearwater's various capital improvement initiatives and
nearly $22 million in present value savings from the refinancing of existirg debt. We have also worked on several
I "one'off' projects including assisting the City with its annual rate sufficiency analyses for its water and sewer and
stormwater enterprise funds, guiding the City through ongoing credit rating agency surveillances, providing
financial analyses related to the previously proposed ClearwaterAquarium project, and providing the City with i
"white paper' discussing community redevelopment agencies and tax increment financings, HilltopSecurities is
currently working on a covenant to budget and appropriate (CBSA) backed financing for the City that is scheduled
to price in mid-2020 and assisting City staff with analyses related to gectrum Field, the City-owned baseball
I stadium and spring training home of the Philadetphia phillies.
Publlc Entlty Name: Town of Longboat Key, Florida
Reference Contact Nameffitle: Susan Smith, Direetor of Finance
Contact Telephone/Emall: (941 ) 31 6-GBB2 / ssmith@longboatkey.org
Public Entity size/square Mileage: 7,000 est. population / 4.9 square miles
Gontract Start/End Date: July 2016 - Present
Scope of Work: HilltopSecurities has provided FA services on five financings for Longboat Key, including four i
bond issuances ($40 million) and a direct placement bank loan ($1.4 million), two of these financings were
backed by the full faith and credit (general obligalion) of the Town, Three financings were backed by speciat
assessment revenues and were used to provide funds to underground certain utilities for the Town's Gulf of
Mexico Drive Undergrounding Project and its Remaining Neighborhoods Undergrounding project.
Public Entity Name: City of Hollywood, Florida
Reference Gontact Name/Tltle: Cintya Ramos, Financ" Director
Reference #1
Reference #2
Reference #3
@ 2020 Hilltop securities lnc. All rights reserved, Member FINRA/slpc/NysE PAGE | 2
,*HilltopSecurities
A Hlllog ttoldhgs Conrpmy
Contact Telephone/Email : ( 954 ) 921 -_3231 / cramos@ holl ywood fl . org
Public Entity Size/Square lUlileage: 150,0!0 est, population 130 square miles
Gontract Start/End Date: August 2016 - Present
Scope of Work; HilltopSecurities has provided FA services on six financings for Hollywood totaling over $203 i
million in par value. Most recently, HilltopSecurities served as FA on the City's $60,045,000 issuance of General
Obligation Bonds, Series 2019. HilltopSecurities has also worked on financings backed by the Gity's CB&A and
water and sewer credits. ln addition, HilltopSecurities has worked on two financings for Hollywood's Community
Redevelopment Agency to support the City's Downtown and Beach Community Redevelopment Areas.
Florida Flnancial Advieory Clients
Throughout the country, HilltopSecurities provides financial advisory services to over 1,800 municipal clients. ln
Florida, we currently provide financialadvisory serviceg to approximately 50local governments and govemmental
authorities. ln addition, the lead bankers that will work with the Village during the proposed engagement (Matthew
Sansbury and Alex Bugallo) have significant financing experience prior to joining HilltopSecurities with numerous
Florida local governments, many of which are similar in size and complexity to the Village. Our Florida banking team
is extremely proud of the succegsfultrack record we have developed when it comes to meetlng our client's needs
in terms of client relationshlp and deliverlng services on scope, quality, schedule, and budget. The graphic below
highlights HllltopSecurities'current and past Florida financial advisory clients.
Irol
a
a
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clrEl lxl:
AF.DI' .'ot llotbil lttondt
Coaor d.&i . tutl., Aav
l'.nafr alttud onr.ni
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fod l,iltd.tdolc. HilM Qll
Hloleh oa'dcnt - Holly unl
xolfuvoil -Lota ri.n
lMgbqt tky - loiqwpd .lrtlomi
ttopbr - N.w SflFN gech
(XN.-AFob.kq.OE\E CIU
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4oddd aofrNtnaly Sdvlce, Co.p
th.Itto 6ot Uilllty Anilt
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Xiataah Gordc4t HF A
tlollgn@d caA
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ttaaa ol F lo.ldo
f a trryo. H{tbo a ug h t s I t a tw N Att i
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o
Recent Florida Financlal Advirory Experience
Since 2018, Hilltop$ecurities has provided financial advisory services on 71 financings for Florida clients valued at
nearly $4 billion in par amount. The table below, which continues on the following page, provldes a llst of the firm's
financial advlsory experience in Florida since 2018.
12t05t19
12t02/rg
t ttt,lttg
11lrtrg,
!?q557.909_
i569.259
851670,000_
t620,000
0s2,1aogoo,-
$9.050,000
Salr! Date P3r AD)nurll l5silrr
lirll!,rtrl;i:,-rir L .; [ ]r,r,,lJ , i .rr', I rl A.1,.'t:,'rry'i (lr;rr'r'rr, rr
lu;u(1 { Ita:li{rlirrlr
O 2020 Hilllop Securities lnc. All righte reserved. Member FINRA/SIPC/NYSE
iore
PAGE | 3
HilltopSecurities
A Hilltop Holding! Comprny
,*
l{illlopSocilrltlo5 Florrda FtnanciaI nrtvtBory Ef, pene rc€
l86uo O€scril$u9r onSole Deto Par
r.24(J,00tr
t0/15/19 54,il1,000
09/24/10 9,100,O00,00O
0.c)/17lt9 I $8,550,000
0r,r17lr9 9e2 t05,00o
00/10/r$ i S60,e4s,Dm
0e/r0/19 sioi"?00,000
P3lrn coasl, cily of
MramFll0de Coltnty
Un[ersity ol Ccnlral FIDlldn
.Sg,ntflole County
Hollywood, Clly ot
Bfoward Counly
Broward Co$nly
BrorYatd Couflty
i Broward Counly
iNofr Snlynla Baach, Cily ot
Mrtrrnl.Dado CoUt!ly
.Punla Got{o. Cily ot
'Panarna Clly. Clly ol
Saotord Arrporl Aulhority
Biry County
Ver0na Wall CDD
UCf Flna[6e Corpornlron
Pa|m Bay. Cily ot
Lauderdals. City ot
of Bontla coo
$10,000,000 Now grhy.oe Deach_ Ctly ot
S305,650 Ovodo, C[], ot
Note. Soncr ?01
Slormwalor RotEnuo Noto, Sailss ?01 lB
Seaporl Commorcial FaD€r Notss, Ser.66 A l20tg ExpanEton)
.UCFAA Rolh Alfilotrr, C0r)ter Rewnuo Noln. Se{lD$ 20lD
rwaler and Sewer RelEnos Rclundirlg 8on{ts Saneg A)ltJ
iGan€ra! Obilgtiio0 BofiLs, Senes ?0tspotl F€$hltes ftl,wnue BsIds. Senes l0lgA {Non.AM I,
Poil Facdilles Re\anue go,lds, $orrss ?0tgB (AMT)
.Port Facllltle$ Retundrnn Fla\anue 8D|r.1s. Senes ?0tgC {Non-AMTj
Subordnale Poil Faciiiles Rdhndutg le\fnuo Fonds. Sones ZotgO (AMT)
G6nerol Oblrgfltron Notp, 50ile6 ?019
A\iallon Re\,enu6 Rotundrnq Borld$, $p0el 2019f (Norl.AMT)
cadtill lmpro\€Dent Rofufidlng Ror4tlre Note, serie€ ?0tE
Equrpmsnl Loase Fur8hase ngreomflll, Senes ?(,tB
,Lino ot credrt Nole. 56n8s 2018rCaprtal lnr'yoytrnanl Re\irnus NDle, .iFnes zotB
Iaxable Alrpofl Foettitl8s Rclcilue NdtE, Sari8s Z0la
Iouri6l Oel4lopmDnl f;lx RowtrE Note Sencs 20to
Cepl€l lmpro\€m€nt Relenue l{ot$ndrng Nolo, Srnes ZOtB
,RBrcnuo Nolo {Dorvnto{vlr C.anlpu6 l:ducatro|lnl fofltrty prdt(rf,t), $onet ?0t6
Loca, Opllolt Gati Tat Rswnue Nota S(rta,\ ?O1B
Waler and Strvrcr Rennuo BCrnds. S€nes ?tJl8
Rotonue 20r8
09/10/1 I
flg/i 0/ rs
09/10/19 i
08t27t1g
0B/22/1{l
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0s/22119
08i 20/1 I
o67i srru
07tx'u19
(t7101t19
06/25/ I I
f,t28.066.000
t40.505.000
s?0,240.000
b9.500.000
$ r 7,4r6.000
s0.675.00{l
!360,S00,000
s57.084.477
$38.300.000
s5,000.000
s1,3e0,000
s50.000,000
Mrami.Ord6 Coilnty A{RttoD Reranuo Retundrng Bondi. $eno6 ?01gD {Non.AMT)
Mlarnr{Jade Counly AUElton R0wnuc Retfldrng Bonrh, SrrlOS 2olgf (Tarabtsl
Bmward counry Faruar Dash Dnrsasancs or lhe ssnes 101 I AEg ttonrrs
ohaloos;l counly lsotos Tax Rohtndlng and lmptnwrnen, RornutJn BondE sqrles ?olg
Peace R^cr,/Matrr$ota Req Wt Supply Auth Sener Z0tg Non.Reral$ng Credtl Note
Lonqboal Kcy, Cill' ol General Olrljuatlon Eetundlng Note_ Seiles 20tg
Falm BFy, Cily ot l;eneral Obligation Boods, SoI|8s ?0t.1osl2ll19 $3,000,000 Famandrnr Boach, cly ol Lrne ot credi! Nols, sqrleb ?0r005/09/!9 SZlz.1a\.OOg 'l'iif,lnl'Osdc Col,nly Arraliotr Rerenr€, Rohrrtdtnry Bonrl6, S:dos ?0tgB (tsrabte)05/00/19 t?0?.,180,000 'Mreml.Dtrte County A$atton RorrnueBords. Sories 20t8.1 IAMT)05/03/19 t181.320,000 Mtsrnl.D_adB Coilbly Saapofl Vart{rbte Rale DoDtaDd Roron6 Bonds. S€il6s ?0r4A (?6tf} t.OC & Rona*eyng)0.',/03/19 620.150,000 Mlarnt.Dado Cnuntv Ssaport Vanabto Rate O€m6nd nev*ru" BonJ* Srr.i iOf ln {AMT) (2010 l.OC t Ramart6(r151)ou28r1!t I $5'000,000 Mltrnl,Cllyol TarnblsParttrlgsyslenl LtnaotcrodlNolo,ssnes?ot9g
03/28/19 ; $5!0m,000 iMtanrr, Ctty ol parrrng Systari i,nu "f C,uou Nole. f.odor ?otSAo3r2il1g 175.000,0m iRenema clty, city ot n"ni..'n"h*ou".v ,*iiJ"a,"g;;i* rvoi", s"no* zors03i05/19 $2.500,000 jSanrordAirpDtlAulhonly TarabloGranlAnllclpoloilNrrle,lari-rszot0o2l05llg $?.000.000 ;Peaco Riwr/Mana$ola Reo Wlr Supply Ar,th Ulilrly Syst{,tn SubordrDats lar.bto Fbttnue Not(, S6ne5 a01g01122119 S2.370,0m Cillus counly $peclill Assessmcnl Promrssory NotG. sono6 ?0og (?nd AllongerRet6 Adlu$tmonll\u2?tryt $8000.000 CihrCornty Cornrnr1n1g51l6nSewc6$Torp;omt$rorytrots.Sc,r6s2OOSfanoAriongJiioiuAOllr",r.nr;
l?/18/18 | 350.000.000 lFansmil City. Crty ot iH$ntc8ne Rocorf,l/ FtelEn0c Nots, $.nos ?OtBlztl3ltB 32.040.000 :Lonoboat t(ey, Clty ot Tansbla Spenlal As6e5$It6nt Rewnil: Bofids, Serres 20l8bl2l13l1B 516'825.000 l.ongboal Key. Clly ol lax"Eremil spocral Assessmont Ronnue Bnnds. senes 201gA
lzi 13/18 , 516,705,000 Longtosl Key Cily rt Spoclal Assasrmgnt Roranuo Bonds Scnes 20tB
:1,.?.1,.r:_ I, S:9?9,9! lunrrsrsnyot Cenrrat Ftondn UCr Foundatton Capitat tmprournrpm Noto {t.g Buitdrng Acqltsrhon}, S6nes ?ot8I l/20/16 S0{0 000 'Dunsrfin, City ol Non Ad Val0t6rn Retuldng Rererure ioldti. Ssn6s zgtgE11129118 $20.225.000 gunedtn, Cily nf laxable Non.Ad Vatt,r". Rer"nue Brnds. Senes ?otielltzSll9 312,310,000 Ounedn, Cily ot Slftte Sates fer paymenlB Rewnuc londs. $enc6 20tB
] 119:{11 I f'qll 9!9 ,oilFrlo' cllv ol Lrmrlod Ao varorpm Rorundng Norc. tenBs 20t3 lAflongc/Rate Ad1usrmsntl
11i05/18 I m.000,000 lovedo.Cllyot lPiltilclmnrowDentf{ewnueNorE,Snnes?0lt(Altonge/RaleAdllrtmEnt)I l/05/l8 $7 1 19,000 Ouedo, Crtv ot Utrtrty fieiunrtrrrg Helellrf Nole. Sd,rrr ?0t4 {Ailongeiiato Adlrrstn,enr}10i31/l$ $8.S07,000 RitrsroEcsch CR\ ftodc,alopmrrrt Ro*||ud Nolc. Ssne! lole10117118 $837,000 TalBres, Clly ot Capital lnrpromriranl Rolonu{, llote. -<;en€s ?otg
l?{3:119 -$1.919'!9? ,Mtrilrr corrntv uorttr rl,,,ei sto,.* tl'nno" zrruseuspeJieuroruu*n,Rorcnuo Note, sodes 2otg0B/?B/|E I 515'100,000 ,Fonolnd clly. cily ol lnfraslrucrure sates surlar Fewfluc NDte, seneg ?otg
OEl22t18 , $5,655.0m ,Lon$boat Key Crty ot lcenera, Obhoafion gonds. Serios Z(t,t06/lti/18 t19.745.00{l 'Mlamr-Oade C{tunly Asalron Relenra Ruftrndtng 8onds, t,ane6 Zotll^ (AMn08/t6/18 14,185,U00 M,sml-Oade County n,ralton Rs,pnu6 Eetundmg Bond6, $sfiss ?0t8r] (Noil AMT)
08116118 $766,8 15,0i)0 M/omt.Oedo Cr,unty Auailon Rar,enu4 Reirndrni Borrds, i;enas lotgu j farablcl08417/18' i6.00o.00o Femondi0aBeafih,crtyol LitreolcrcrrilHot".sonurzota
0612811fr i !t0.1,638,000 ,UCF Con,.oc0ilon Cory0rallon caplat tmprowmant Ratundrrg Fte$nuo gotrds. sofids ?o!aa6l2ltl1 $4,303,1150 Patrn Bsy, crtv or lEqu,pnrnni t.€ase Fr/rchosa Airnn,nrntA6120118 S?,805.00O Allopka. Cjty of CaFtat lmprolnnlsrt Rswr]ile Note. li{rne$ 20lg
05/08/ I B
05/07ir8.
05/02/1S '
04/t0/18;
04/l0i 18
03/20/1 B
Q3il5t18 .
Q2t27t18 |
0?/15/16
02/0s/ 1 I
0l/18/r8:
5?r1.000.0011
$ r 6.330.000
$60,5m.000
915, r45,000
s7,677,000
$20,000,000
$9.o00,000
$r96.035,000
Authority to Do Business in Florida
HilltopSecurities is licensed, permitted and/or certified to do business in the State of Florida, as evidenced by the
firm's Certificate of Good Standing and www.sunbiz.org listing provided in Appendix A to this proposat.
@ 2020 Hilltop Securities lnc, Allrights reserved, Member FINRA/SlpC/NySE PAGE | 4
'*HilltopSecurities
AHnoe
'SldttirConFny
F. Personnel Quallficatlons
The Proposer must include the following information for this requirement:
a. Complate and submit Form KS, Key Stafi including Rey management personnel, administrators,
ownership, and other personnel involved in key dacision making with regards to the seruices to ba provided
under the Contract;
b. Provide an organizational chart showing reporting structure for all Key Staff, including any key
subcontractors;
c. lnclude one (1) page resumesfor each person listed in Form KS:
d. tnctude a one (1) page rosume with contact information for at least three (3) professional references for the
individual desig n ated fo serue as Accou nUProgram lllanager.
Key Staff
Provided below is a listing of HilltopSecurities' key staff members that will assist the Village throughout the proposed
financial advisory engagement. Our completed Form KS can be found in Appendix A to this proposal.
Atex
Mark Galvln
mirinoat
lngela Singteton
Rlcherd Fox
Chandler Larson
Peter Stare
Dir€ctot
Dir€cior
Vice Fiesident
Odando, FL
OrlanOo, Pt-
Oilinoo, FL
Odando, FL- oaltaC, rx
Cidando, FL
Sedes 7, 50, 53, 79
Sedes 7, 50, iz, $, es, ?b
series i. io, or,7s
CGFO; Series 50. 52, 63
Series 7, 50, 53,.63, 7s
Sortes 50, 52, 63
0lrector Account Manag-€r
- Bankirlq
Banklng
sqppgrr
Supporl
Mana-ghg
Associate Quantltalile Support
Eirector T'(44 Saries 7,63
Organlzatlonal Chart
HilltopSecurities offers the Village a strff of experienced and skilled public finance professionals ready to provide
top-notch financial advisory services. As is our customary approach for clients such as the Village, HilltopSecurities
will assign two senior-level bankers (Matthew Sansbury and Alex Bugallo) to cover this important engagement. This
team approach provides a redundant senior-level commitment that ensures constant attention to the Village's
needs. As the organizational chart below highlights, HilltopSecurities' lead advisors will be assisted by other
members of the firm's banking and quantitative groups, as well Peter Stare on the firm's underwriting desk, to
ensure that the Village's financings get completed in the rnost efficient and cost effective manner possible.
ililllopSrctrrrtir: s' Kry Stalf Ta tllt
Of{ice Ysars of Yeilrs wlth
LocAtron Exporlertce HilltopSecurilies
Liccrrscs &
Cc rtitr ca tionsJob Iillc Ro lcNarne
Alex Eugallo
Manaolng Di.€ctor
FL
Metlhew Srnrbury
Man8gln€ DlGctor
Pobr StNro
Managin0 Oimclor
Houston, TX
Bontrfl&S.roIrog
Mrrk Galvln
Msnaoing Director
Orlando. FL fl
Rlchard For
Managing Diructor
FL
Chandlar Le.ron
Associele
FL
Joel Tlrdrl
Dlructor
FL
Angels Slllgliton
Vics Presid€nt
@2020 Hilltop Securities lnc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 5
HilltopSecurities
A Hllllop IbHhgr <omtrny
,*
Resumes of Key Staff
Provided below are bios for each of the key personnel that will be working with the Village
Account Manager: Matthew $ansbury, Managlng Director
450 S. Orange Ave., Suite 460, Orlando, FL 32801 | (407) 426-9611 | matthew.sansbury@hilltopsecurities.com
Matthew Sansbury has 18 years of public finance experience, providing investment banking
services to municipal issuers acro$s Florida. Mr, $arsbury joined Hilltop$ecurities in October
2018 after spending six years with Stifel, Nicolaus & Company, lncorporated and lhe decade
prior with Raymond James & Associates, lnc,
Mr, Sansbury has worked on over 230 financings within the State valued at a total par amount
in excess of $32 billion, Mr, Sansbury has experience with the entire gamut of municipal credits
including bonds backed by an issuer's covenant to budget and appropriate from all legally
valorem revenues (CB&A), ad valorem taxes, water and sewer system revenues, electric systemavailable non-ad
revenues, stormwater system revenues, solid waste system revenues, parking revenueg, gas taxes, sales taxes,
guaranteed entltlement revenues, tourist development taxes, tax increment revenueg and special assessments.
Mr. Sansbury has worked with over 90 Florida issuers throughout his career. For over a decade, Mr. Sansbury has
provided lead ffnancialadvisory servlces to Ctearwater and co-lead finan:ialadvisory services to Broward County.
Throughout his career, Mr. Sansbury has provided either financialadvisrry or underwriting services lo numerous
cities across the State including, but not limited to, Cocoa, Daytona Bea:h, Eustis, Hialeah, Lauderhill, Leesburg,
Madeira Beach, Naples, ocoee, orlando, Riviera Beach, st. pete Beach and ramarac.
Mr, Sansbury received a Bachelor of Science in Business Administration from the Warrington College of Business
at the University of Florida and a Master of Business Administration f-om the University of South Florida. Mr.
Sansbury is currently registered with Series 7, 50, 53, 63 and Tg licenses.
Account illanager: Alex Bugallo, Managlng Dlrector
450 S. Orange Ave., Suite 460, Orlando, FL 32801 I (407) 426-9611 | alex.bugallo@hitttopsecurities.com
Alex Bugallo joined Hilltop$ecurities in October 2018. ln his 18 years of public flnance
experience, Mr. Bugallo has participated in the completion of over 350 short-term and long-term
financings exceeding $35 billion in par issuance. Mr. Bugallo has spent his entire career working
in the municipal finance industry for such well-knovln companies as A.G. Edwards & Sons,
Raymond James & Associales, and Stifel, Nicolaus & Company.
The type of financings that Mr. Bugallo has completed include: sales tax revenue, water and
sewer revenue, solid waste revenue, general obligation, COPs, covenant to budget and
appropriate , specialassessment,seaport revenue, airport revenue, tourst development tax, special tax revenue,
tax increment revenue and revolvlng loan financings, among others. Mr, Bugallo has served as an investment
banker for counties, cities, school districts, State issuing authoritles, and 501(c)3 organlzations.
For the past 15 years, Mr, Bugallo has served as financial advisor to Bronrard County, specializing in working with
the County's Port Everglades and professional sports credits. Mr. Buga lo helped tlre County bring roughly $7gs
million in Port related bonds to market since 2008 and has also helped tl'e Port restructure and extend an expiring
LOC in 2011 and 2015. Mr. Bugallo assisted in Broward County's renegntiation of their lease agreement with the
NHL's Florida Panthers at the BB&T center, resulting in the county issuing $22 million in bonds to refund its
outstanding Pro Sports Facilities Tax and Revenue Refunding Bonds, Series 2006A.
Mr. Bugallo received a Bachelor of Science in Economics and a Bachelor of $cience in Political Science from
Cleveland State University. Mr. Bugallo is also a graduate of the Ohio State University where he obtained a Master
of Business Administratlon. Mr. Bugallo is curently registered with Series 7, s0. Sg and Tg licenses.
't
H
\
+I
O 2020 Hilltop Securities lnc. All rights reserved. Member FTNRA/S|PC/NYSE PAGE I 6
*HilltopSecurities
A Hllbp tlDldn!6 comp.ny
Banking Support: Mark Galvln, Managing Director
450 S, Orange Ave., Suite 460, Orlando. FL 32801 | (407) 426-9611 | mark.galvin@hilltopsecurities.com
Mark Galvin, who joined HilltopSecurities in 2002, specializes in working with general municipal
issuers, utilities, higher education facilities and non-for-profits throughout Florida. As the head
of HilltopSecurities' Florida public finance practice, Mr, Galvin has more than 35 years of
investment banklng and financialadvisory experience. Mr, Galvin is knowledgeable ln allaspects
of municipal finance including: utility bonds, certificates of participation, general obligation bonds,
higher education and healthcare financlngs, airport revenue bonds, storrn water, and general
i nfrastructure financings.
Mr, Galvin has provided financial advisory andlor underwriting services for issuers such as the counties of Gitrus,
Okaloosa and Seminole; the cities of Sanford, Umatilla, Orange Gity, Oviedo, Lake Mary, Longwood, Apopka,
Deltona, Edgewater, Haines City, Kissimmee, Mascoite, New Smyrna Beach, Ocoee, Orlando, Palm Coast,
Panama Gity, South Daytona, Fort Lauderdale, Fernandina Beach and Tavares; the University of Central Florida,
the Florida Community Services Corporation of Walton County, Florlda Gas Utility, the Florlda PACE Funding
Agency, the Ortando-Orange County Expressway Authority (d/b/a the Cenkal Florida Expressway Authority), the
Pace Water Authority, and the Tohopekaliga Water Authority.
Mr. Galvln received his Bachelor of $cience in Business Administration and his Master of Business Administration
from the University of Central Florida. Mr. Galvin is currently registered with Series 7, 50, 52, 54, 63 and 79 licenses.
Banking Support Joel Tindal, Dlrector
450 S. Orange Ave,, Suite 460, Orlando, FL 32801 I (407) 426-96ll ljoel.tindal@hilltopsecurities.oom
Joel Tindaljoined HilltopSecurities in 2005. Mr. Tindal serves numerous Florida municipalities,
providlng them, among other services, project and transaction management, quantitative
financial analyses, credit and cash flow analyses, legal documentatlon review, rating agency
presentation preparation, credit enhancement evaluation, and overall general processing of live
transactions,
Mr. Tindal has provided services for issuers such as the counties of Bay, Charlotte, Escambia,
lndian River, Lake, Martin, Miami-Dade, Sarasota, and Seminole; the cities and towns of
Sebastian, Palm Bay, Fort Lauderdale, Dunedln, Hialeah Gardens, Longboat Key, North Port, Punta Gorda, $outh
Miaml and Venice; and several issuing authoritles including the Fort Pierce Utilities Authority, the Peace
River/Manasota Regional Water Supply Authority, the Florida Portrs Financing Commission, the Gasparilla lsland
Bridge Authority, the Miami Parking Authority; the Miami-Dade County Expressway Authority, the Orlando-Orange
County Expressway Authority (predecessor to the Central Florida Expressway Authority), and the Tohopekaliga
Water Authority, among others.
Mr. Tindal has expertise in several linancings areas includlng general obllgation, special assessment,
lease/purchase, special tax, CB&A, special districts, pension, tax increment, parking, transportation, and utilities
and specializes in working on general municipal financings, utilities related, and transportation related financings
for issuers across the $tate.
1n2017, Mr. Tindalwas named one of The Bond Buyefs"Rising Stars" in municipalfinance. Mr. Tindal received
his Bachelor of Science in Business Administration (financelfrom the Universi$ of Florida, Mr. Tindal is currently
registered with Series 7, 50, 63 and 79 licenses.
@ 2020 Hilltop Securlties lnc. AII rights reserved' Member FINRAISIPC/NYSE PAGE | 7
HilltopSecurities
A Hilhop lloldln$ ComFny
,*
Banklng Support: Angela $ingleton, Vlce Prusldent
450 S. Orange Ave., Suite 460, Orlando, FL 32801 | (407) 426-9611 I angela.singleton@hilltopsecurities.com
Angela Singleton joined HilltopSecurities in 2015. Prior to joining HilltopSecurities, Mrs-
Singleton spent more than 13 years on the localgovernrnent side of the business, working with
Seminole County and the Florida Municipal Power Agency providing debt administration and
overseeing the investment of bond proceeds. Mrs. Singleton participated in over $500 million in
hond and bank loan transactions while at Seminole County, including capital improvement, sales
tax, special obligation and water and sewer related financings. Mrs. Singleton algo worked as
an assistant for two flnancial advisory firms at the start of her career.
Mrs. Singleton is responsible for client, project and analytlcal support for HilltopSecurities' Florida municipal clients,
She assists with bond sizing, spreadsheet modeling, refunding analllses, rating agency presentations, and
documentation review for debt offeringa. She has provided such services fur issuers such as the counties of Bay,
Bay, Citrus, Escambia, and Seminole; the cities of Deltona, Kisslmmee, Longwood, Ocoee, Oviedo, palm Coast,
Panama City, Sanford, and Wauchula; the Okeechobee Lltility Authorig and the Tohopekallga Water Authority.
Mrs. Singleton is a Certified Government Finance Officer and a board nember of the Women in public Finance
(Florida Chapter) and the Seminole State College Accounting Advisory Berd, Mrs. Singleton received her Bachelor
of Arts in Economics from Rollins College and her Master of Public Adrninistration from the University of Central
Florida. Mrs. singleton is currently registered with Series s0, s2 and 63licenses.
Quantltatlve Laaderahlp: Richard Fox, Managlng Dlrecior
1201 Elm Street, Sulte 3500, Dallas, TX75270 | (21419534030 | richardfox@hilltopsecurities.com
Richard Fox has over 35 years of experience at Hillto$ecurities, having joined the firm in 1g82.
Mr. Fox is responsible for writing several of the firm's proprietary software programs and has
developed softuare for financlal modeling, projectiors and feasibility, structuring new debt,
revenue bond sizing, bid comparison and verification, escrow structuring, alternate advance
refunding methods, lease analysis and design, and arbitrage yield and rebate calculations. Mr.
Fox leads the firm's Quantitative Services Group and oversees the training and developmenl of
the flrm's junior quantitative staff.
Throughout his career, Mr. Fox has structured more than 700 financings totaling $50 billlon for a varieg of issuers
including airports, counties, cities, power agencies, water authorities, hospitals and school districts. Mr. Fox is
responsible for structuring three transactions that have received Natioral "Deal of the Year Award', from either
/nvesfors Daily Digest or The Bond Buyer, including a structured produc:s financing for DFW lnternational Airport
that included the first interest rate swap used in Texas. Mr. Fox also structuted the first transaction to incorporate
the radical revision to the transferred proceeds rules that occured in 1g97.
Mr. Fox has structured transactions for some of the nation's largest cities including Charlotte, Dallas, Fort Worth,
and San Antonio; public power transactions for the Texas Municipal Power Agency, Austin Electric, San Antonio
CPS, Florida Gas Utility, and the Orlando Utilities Commission; and the states of Colorado, New Hampshire, North
Carolina, Michigan, Mississippi, Rhode lsland, Texas, and Virginia.
Mr, Fox received his Bachelor of Science in Accounting from lndiana University and hls Master of Science in
Management lnformation Systems fiom the Universi$ of Arizona. Mr. Fox is currently registered with Series 7, 80,
53,63 and T9licenses.
@2020 Hilltop Securities lnc. Allrights reserved. Member FINRA/S|PC/NYSE PAGE I I
*HilltopSecurities
AHmlog l6ldh$ Gomp.ny
Quantltative Supporfi Chandler La rson, Assoclate
450 S, Orange Ave,, Suite 460, Orlando, FL 32801 | (407) 426-9611 | chandler.larson@hilltopsecurities.com
Chandler Larson joined HilltopSecurities in2017. Mr. Larson is responsible for client, project and
analytical support for engagements led from the firm's Orlando office. He assists with bond
sizing, spreadsheet modeling, refunding analyses, derivative analyses, and documentation
review. Mr. Larson is also responsible for running all "live" pricings for bond transaotions.
Mr, Larson has served as a quantitative analysUassociate on over 40 financings exceeding $2,7
billion in par amount for Florida issuers. He has spent his entire career providing analytical
support for Florida issuers and has experience with numerous credits including: urater and sewer
revenu€, solid waste revenuer sales tax revenuer covenant to budget and appropriate, toll revenue, aviation
revenue, sea port revenue, general obligation, tourist development tax, special assessment revenue, student
housing rental revenue, and non-tax revenue, emong others,
Mr. Larson recelved his Bachelor of Science in Business Administration from the University of Central Florida, where
he graduated Summa Cum Laude. Mr. Larson is currently registered with Series 50, 52 and 63 licenses.
Munlclpal Marlret lnsight: Peter Stare, Mrnaging Dlrector
700 Milam Street, Suite 500, Houston, TX77A02l (713)654-8639 | peter.stare@hilltopsecurities.com
Peter Stare joined HilltopSecurities in 1996 and is responsible for the negotiated underwriting
efforts of both tax-exempt and taxable municipal issues. Mr. Stare has been involved in the
industry since 1974 in the areas of sales, trading, underwriting, and portblio management,
Over his 40+ year career, Mr. Stare has worked with several regional and nationally recognlzed
broker-dealers, rnanaging their trading desks, municipal bond departmente and investment
divisions. Mr. $tare currently leads all of HilltopSecurities' underwriting efforts in the Southeast,
inoluding all those in Florida. Mr. Stare is also very active in the competitive bond market, bidding
on numerous Florida competltive transactions in orderto support the firm's Florida banking practice. When the flrm
serves as financial advlsor, Mr. Stare is able to lend his municipal market expertise to our clients and is able to
provide first-hand knowledge about the municipal market and current investor preferences.
Mr. Stare was a previous board member of The Municipal Advisory Council of Texas and past president of the
Municipal Bond Clubs of Dallas and Houston. Mr. Stare received his Bachelorof Science in BusinessAdministration
from Southern Methodist University. Mr, Stare is currently registered with Series 7, 50, 53 and 63 licenses.
@ 2020 Hilltop Securities lnc. All rights reserved, Member FINRA/SIPC/NYSE PAGE I I
HilltopSecurities
A Hillop H,Eldlngr (6mFey
,*
G, lnnovative ldeas for Financing of lnfrastructure and Other Capital Reguirements
For this secfion of fhe Response, demonstmte Respondent's capacity to present executable innovative ideas
for the linancing of lnfnstructure.
Hilltopsecurities has received 27 "Deal of the Year'' awards for innovative end effective banking strategies, including
receiving The Bond Buyer's initial award in 2019 in the category of "lnnovative Deal of the yeir." Our bankers have
been at the forefront of several innovations in municipal finance, induding the use of a fonrard derivative
transaction, lntemet competitive bidding, and the issuance of municipal debt in foreign markets, specifically a yen-
denominated Samurai Bond with a cross currency swap for the State of Kentucky. ihe firm's lasiten ,'Deal of the
Year" Awards demonstrating lnnovative structures tailored lo our clients' needs are listed below:
. 2019 lnnovative Deal of thaYear as financial advisor to Dallas Fort \Abrth (DFW) lnternationalAirport's $1.1G7
billion taxable refunding, DFW refinanced a portion of its bonds that were subject to the Alternative Minimum
Tax (AMT) in the largest taxable deal ever completed in the airport space. DFWs plan of finance included a
comprehensive global marketing effort that helped broaden its investor base and positions the ,Airport to
continue to access the taxable market going fonruard. (The gond Buyarl
. 2018 Midwest Region Deal of the Year for financial advisor to Wayne County, Michigan's $28g.6 million bond
sale, which will partially fund a $500 million criminaljustice complex in Detroit. The deal was Wayne County,s
first longterm public bond issuance since 2010- (The Bond Buyefi
t 2017 Southwest Reglon Deal of the Year for financial advisor to the Fort Worth Transportation Authorig's
ffrst-ever transaction, a $325 million private placement to fund a cormuter rail line that wilt alleviate traffic,
provide much-needed rail service to Dallas-Fort Worth airport, eonnectivity to Dallas Area Rapid Transit,s rall
system, as well as improving air quality. (The Bond Buyer)
' 2017 Non'Traditional Flnancing Deal ol the Year for financial advisor to the City of Cambridge's (MA) $z
million sale of mlnibonds. The minibond structure allowed lhe City tc respond to unmet need of its residents,
who regularly expressed interest in actively investing in capital pro.iecs throughout the City. (The Bond Buyer)
. 2016 Southwest Region Deat of the Year for financlal advisor to the initial $810 million of lhe So-year, $27
billion Texas water Development Board's swRFT program. (The Bmd Buya|
. 2016 Small lgsuer Deal of the Year for financial advisor to the Northvrest Dallas County Flood Conhol District's
$15.7 million sale of unlimited tax refunding bonds to restructure a compounding obligation created through a
1992 Chapter I bankruptcy. The new bonds lifted a tax-rate cap imposed by the 1g92 bankruptcy iudgment,allowing the District to obtain an investment grade rating and resolve an accrued and unpaid interest lianitity.
(The Bond Buyerl
. 20{5 Southwest Region Deal of the Year for financial advisor to the North Texas Tollway Authority for its
strategic relinancings of more than $2 billion, lowering its maximum anual debt service to a level that brought
multiple credit rating upgrades. lThe Bond Buyer)
. 2015 Non-Tradltlonal Flnancing Deal of the Year for financial advbor to the State of Hawaii Department of
Business, Economic Development, and Tourism for its $150 million financing to support the new Green Energy
Market Securitization (GEMS) program. lThe Bond Buyerl
. 2014 Southwest Region Deal of the Year for financial advisor to the Dolorado Regional Transportation District
for its $441 million certificales of participatlon, preserving voter autho'ized debt capacity. lThe Bond Buyei
, 2014 Deal of the Year for Financial Advisor to the State of Hawall Department of Business Economic
Development and Tourism for its $150 million bond traneaction to support the new Green Energy Market
Securitization (GEMS) Prograrn. (lntemationat Financing Ranew)
@ 2020 Hilltop securilies lnc, All rlghts reserved. Member FINRA/slpc/NysE PAGE | 10
*HilltopSecurities
AlflleF r{ouhgr cofilpny
Hilltop$ecurities' Florida banking team has worked on numerous innovative financing strategies as financialadvisor
Provided below are case studies which highlight just a few of these lnstances.
Gase Study: Town of Longboat Key, Florida
Project Description: Undergrounding Utifities Project with Potential P3 Component
HilltopSecurities began serving as financial advisor to the Town of
Longboat Key in 2016. lnitially, we were tasked with assisting the Town
with its extensive utilities undergrounding project throughout the island.
The undergrounding project included components of electrical,
communicationg/fiber optics, and lnstillation of street lightlng.
The plan of finance forthe undergrounding project included several integral
sources to fund the totel project related costs, which were estimated to be in excess of $45 million. The primary
funding meohanism developed for the projecl consisted of the tevy of special assessments on the propedles within
the Town, with two phases being the Gulf of Mexico Drive proJect and the Remaining Neighborhoods project, ln
addition, the Town determined to provide a portion of the projec't funding through an ongoing contribution of legally
available Town revenue, which partially reduced the required assessment funding amounts. The special
aseessment and Town contribution components culminated in the issuance of the Town's $'15,765,000 Special
Assessment Revenue Bonds, Series 2018 (GMD Project) and $18,865,000 Tax-Exempt & Taxable $pecial
AssesEment Revenue Bonde, Series 2018A&B (Neighborhoods Proiect).
Concurrently with the bond financing process relating to the special assessment and Town contribution, the Town
began negotiations with P3 partners relating to the street lighting and communications/fiber optic components of
the project. The Town's ongoing P3 negotiations were not anticipated to be completed by the time the bonds were
issued. Hilltop$ecurities assisted the Town in review and analysis of the various project sources, security for the
financings, and the development of unique bond features to accommodate the Town's ongoing P3 negotiations and
potential contrlbution. The bonds were structured to provlde flexibllity to the Town in the event the P3 partners
contrlbuted funding to the project. Custom features includes the ability to rnodifl, without bondholder consent, the
pledged assessments to eliminate or reduce the component of the assessments attributable to the components of
the project for street lighting and/or communications/fiber optics for which the P3 partners may end up funding. ln
addition, the neighborhoods project bonds were structured with a taxable serles of bonds that provided the Town
the ability to extraordinarily redeem this series of bonds through December 2019 if the P3 partners agreed to pay
for all or a portion of the components of the project related to street lighting andlor communications/flber optics.
Care Study: Clty of Palm Bay, Florlda
Project Description: Gompetitive Sale of General Obligation Bonds
HilltopSecurities has served as financial advisor to the City of Palm Bay since 2006. Over
the years, the City of Palm Bay struggled to maintain its aging road infrastructure, which
included infrastructure originally developed in the 1960s. ln 2018, the City began
reviewing options related to a potential generalobligation bond referendum for purposes
of repalring and replacing its road infrastructure. As part of the review, HilltopSecurities
d
developed and analyzed numerous alternative general obligation funding scenarios for the City, which included
varying repayment terms and bond issuance amounts. After much coneideration, the City decided to move forward
wlth placing a S150 million bond referendum on the ballot in November2018, which was ultimately approved by the
localvoters.
Upon approval of the referendum, HilltopSecurities began assisting the City in the development of a comprehensive
financing plan for the initialgeneralobligation issuance. Based upon the estimated construction timeline as well as
the millage impact, the City decidad to phase in the $150 million aulhorized amount by initially issuing a $50 million
inaugural issuance in 2019. Based upon the characteristics of the financing and the market conditions at the time,
)I
@ 2020 Hilltop Securities lnc, All rights reserved. Member FINRA/SIPCINYSE PAGE I 11
HilltopSecurities'*
A H'dllop rbldlryr compsny
HilltopSecuritles recommended utilizing a competitive sale process as opposed to a negotiated sales process. As
financial advisor, we assisted the City with the development of the financirg schedule, coordination of the financing
team, rating agency presentations, documentation review including the offi:ial statement, development of the notice
of sale parameters, advertisement of the sale, evaluation of bids received, and coordination of the closing proces$.
The City, through our guidance, was able obtain credit ratings on the Series 2019 Bonds of A+ from S&p and AA
from Fitch. The City successfully sold its issue via competitive sale in Jure 201g. The $50 million bond issuance
garnered bids from elght competing firms, and allowed the City to achiev; a true interesi cost of 2,67o/oon its Z0-
year issuance,
Case Study: Glty of Clcanvater, Florlda
Project Descriptlon; Debt Service Reserve Fund Release
Prior to 2014, the City of Clearwater'e Water and Sewer Revenue Bonds
were secured by an aggregate debt service reserve fund {"DSRF,').
meaning the City was legally required to set aside funds equal to the
maximum annual debt servlce on all of the Cig's outstanding Water and
Sewer Revenue Bonds, ln 2014, the amount set aside in the DSRF was
$13.7 million. \Men the City's original ordinance was written in 1984 (the
"1984 Ordinance"), funding a DSRF of this type was the norm for essentid
service credits, However, as investors got more comfortable with these types of credits, especially ones rated in the
"AAn category like that of the City, these types of security requirements were either replaced with less stringent
requirements or deleted all together. Unfortunately, the City's legal framework under the 1gB4 Ordinance did not
allow for such a change or deletion.
Prior to issuing its Series 2014 Bonds, the City approved Ordinance No. 8620-14 which amended the 1gg4
Ordinance and allowed the City to choose to fund a DSRF on a deal-by-deal basis (ratherthan an aggregate basis)
and at S0 if it so chooses, These new provisions did not take effect immediately, however, due to a provision in the
1984 Ordinance which required two-thirds of the existing bondholders and any outstanding bond insurer on the
Water and Sewer Revenue Bonds to agree to the new provisions before they were initiated,
As part of Gity's 2014 and 20178 bank loans and its 2017 bond financing, the new DSRF language was included
in the financial documents so that any investor who purchased these loans/bonds was automatically agreeing to
the new DSRF language. In addition, in conelation with the 2017 bank loan financing, Assured Guaranty, who
provided credit enhancement on the City's outstanding Series 2003 Bonds, was approached and gave their consent
to the new DSRF language. All of this effort resulted in the City being able to release $5.4 mitlion of cash sitlng in
the DSRF, which was brought into the Series 20178 financing to downsize the transaction and thereby significanfly
decrease debt service paid over the life of the loan. ln addition, more cash will be released as the bonds that were
issued undqr the 1984 Ordinance continue to be paid off until finally all of the $1 ,37 million that was in the DSRF in
2014 is released and used for any legally available purposes, per bond counsel approval.
Case Study: City of Dunedin, Florida
Project Description: Maximizing Financial Ftexibility with cB&A Backed Dabt
Hilltopsecurities served as the financial advigor to the cig of Dunedin on
the sale of Taxable Non-Ad Valorem Revenue Bonds, Series Z01BA (the.Taxable Series 2018A Bonds"), Non-Ad Valorem Refunding Revenue
Bonds, Series 20188 (the "series 20188 Bonds"), and State Sales Ta:<
Payments Revenue Bonds, Series 2018 (the "state Sales Tax Series Z01g
Bonds"), whlch were brought to market on November 29, 2018. The
Taxable series 2018A Bonds and state sales Tax series 2018 Bonds were
sold to provide a portion of the funds necessary to construct improvements to the City's Major League Baseball
@ 2020 Hilltop Securities lnc, All rights reserved. Member FINRA/StpC/NySE PAGE | 12
,*HilltopSecurities
A rilllEF tloldhgr Comp.ry
spring training facillties, which house the spring training and Minor League Baseball operations of the Toronto Blue
Jays (the uTeam"). The Taxable Series 2018A Bonds were used to fund private use projects at these same facilitles.
As agreed upon by both parties involved, the City will recoive annual capital payments from the Team for 25 years
to cover debt service payments suflicient to generate $20 million in funding for the project.
ln order to keep interest rates and debt service payments low, the City secured its Taxable Series 20184 Bonds
with a covenant to budget and appropriate (CB&A) from legally available non-ad valorem revenues of the City. To
provide additional future financing flexibility, HilltopSecurlties advised the City to structure the Taxable Series 2018A
Bonds without an anti-dilution test, a security covenant usually included in CB&A bonds that would require the City
to meet certain coverage tests before issuing future additional non-ad valorern backed debt. ln order to create
further flexibility going forward, the City also determined to eliminate the anti-dilution test associated with an
outstanding CB&A loan by refunding this loan in conjunction with the issuance.
The Taxable Series 2018A Bonds and the Series 20188 Bonds were both sold with no anti-dilution test, yet still
received an AA+ rating from S&P, which was on parwith the Gity's implied general obligation rating. The Taxable
$eries 20184 Bonds were sold at an all-in TIQ of 4.620/o and the Series 20188 Bonds were sold at an alhin TIC of
3.22o/o.lt is our belief that this was the first public issue completed in Florida secured only by a CB&A without the
inclusion of anti-dilution covenant, and which received no credit ratlng penalty.
The State Sales Tax Series 2018 Bonds were sold to finance public uso portions of the spring training facili$. These
bonds are secured by a distribution of the State of Florlda's sales tax revenues that are earmarked speclfically for
spring training facilities. The State agreed to distribute $83,333 monthly for a period of 20 years to the City to fund
capital improvements to the stadium, which will pay debt service on the State Sale Tax Series 2018 Bonds. Because
of this strong security backing, these bonds were sold at a cnverage ratio of just over 1.00 times debt service and
with no debt service reserve fund in order to maximize the amount of proceeds that could be generated to fund the
public use project. The State Sales Tax Series 2018 Bonds received an Aa2 rating from Moody's and were sold at
an all-in TIC of 3.66%.
Caee Study: Mlami-Dade Gounty, Florida
Project Description: Updating Financing Documents and Management of Significant CIP
ln August 1995, HilltopSecurities was retained as financial advisor for
Miami-Dade County's Aviation Department f'MDAD'), which
operates the Miami lnternational Airport (the -Airport"), general
aviation airports, a training and transition airport, and other assets on
behalf of Miami-Dade County. The Miami-Dade County Board of
County Commissioners approved a new Airport Master Plan
envisioning capital improvements of $2.7 billion in 1994 to modernize
the Airport facilities, support the changing airline industry, increase
Airport capacity, accommodate changes in aircraft, and include
numerous betterment projects for all the Countyowned airports.
Hilltop's initial challenges were to i) modernize the existing governing documents, ii) develop a financial model for
the new capital improvement program ('ClP'), and iii) restructure the County's debt. MDAD's existing financing
documents consisted of two separate bond indentures (onewhich was created fn 1954), supported by two separate
revenue streams. These documents did not allow for short-term interim financing vehicles, such as commercial
paper notes or bond anticipation notes, the use of surety policies in lleu of cash funding the debt service reserye
fund, and many other features found in more modern bond documents, Additionally, the Airline Use Agreement
would need to be conformed according to the changes being made in the trust indentures.
ln addition, MDAD's over $6 billion CIP consisted of capital costs to be tunded through FY 2015 wlth a majority of
the improvements to the Airport s terminal and concourse facilities. A program of this magnitude offered a challenge
ln striking a balance between managing annual rates and charges and achieving the lowest overall borrowing cost.
O 2020 Hilltop Securities lnc. All rights reserved, Member FINRA/SIPC/NYSE PAGE I 13
HilltopSecurities
A H&oplroldlngr Complny
,*
HilltopSecurities assisted MDAD ln amending, restating, and consolidating its financing doouments, as well as in
obtaining the approval of the major airlines operating at the Airport. HilltopSecurities also assisted MDAD in
developing its short-term and long-term financing plan, We created detaibd debt models to analyze which Airport
projects could be financed with non-AMT bonds as opposed to AMT bonds, in order to take advantage of the rate
differential between the two types of debt, Additionally, our database of MDAD's outstanding debt issuee permitted
us to monitor and model numerous refunding and restructuring scenarios around their unique debt pattern, as well
as to develop debt service projections for alternative CIP construction rchedules.
ln 2015, HllltopSecuritles asslsied MDAD with the development of a flnancing plan and the initial ffnancing under
its new Terminal Optimization Program ("TOP'), Originally envisioned in trvo phases, the TOP was merged in2O1T
in order to meet the changing facility needs and expedite projects originally envisioned for the second phase. The
TOF program now totals $1.45 billion, and is anticipated to be funded fiom sources includlng long-term bonds,
grants, and other funding sources. ln July 2015, we assisted MDAD in capturing refunding savlngs and obtaining a
portion of the capital funding for the TOP lhrough tlre issuance of bonds, Through cornblning the new money with
the refunding, [4DAD was able to partially offset the debt service on the new TOP fundlng while achieving
economies of scale on the issuance, ln 2016, we assisted MDAD in succecsfully implementing a commercial paper
progrelm that would provide interim funding for the TOP, Given the extended TOP funding schedule ag weil as the
nondebt project funding sources, the CP prognm has provided MDAD wi:h a cash flow financing toolwhile serving
as a vehicle to layer in additional longterm debt financing over time baseo upon actual construction funding needs.
HilltopSecurities continues to assist MDAD in developing and refining its future financing program, Recenily, in
2019 we assisted MDAD in the extension of lts letter of credit supporting the commercial paper program thereby
allowing for continued use of the program. ln May 2019, HilltopSecurilies served as financial advisor to MDAD on
the issuance of its Aviation Revenue Bonds, $eries 2019A. The $eries 2019A bonds provlded addifional capitat
necessary to meet MDAD's needs over the near term, and addltionally provided for the long-term fixing out of the
$170 million of outstanding commercial paper at the time.
@ 2020 Hilltop Securilies lnc. All rights reserved, Member FINRA/SIpC/NySE PAGE | 14
*HilltopSecurities
A Hllnop tloldlngi compfiy
H. Special Consideration
ln a document not to exceed three f3J pages, describe any special resources fhat Respondenf or Respondent's
personnelassigned to the Village may bring to lfie Servrbes or any in-house expeftise in specialized areas,
which will speciftcally benefit the Village.
The Florida based team of professionats at HilltopSecurities, a subsidiary of Hilltop Holdings, lnc., led by Messrs.
Sansbury and Bugalto, not only bring their combined nearly 40 years of public finance experience to the Village, but
are also supported by a publicly traded firm (NYSE; HTH) serving the municipal market since 1946 with more than
5,000 employees firm-wide and significant market capitalization.
As a leading advisor to state and local govemments
nationwide, HilltopSecurities offers our municipal advisory
clients a full spectrum of services that includes client
education opportunities, debt monitoring, capital and
operating budget planning, development of financing
structures, rating agency modeling and preparation, pre-
issuance continuing disclosure services, flnancing process
leadership and management, pricing/execution support,
asseUinvestment management products and strategies, post-
issuance arbltrage, and continuing disclosure compliance
support. Most importantly, while some firms may provide
these anay of services occasionally by cross-trained professionals with limited experience, HilltopSecurities
employs dedicated professionals who are part of specialized groups within the Public Finance Department such as
our Asset Management, Arbitrage Rebate, Continuing Disclosure, Structured Products, and Quantitative Services
groups.
As one of the nation's leading municipal advisors with nearly 75 years of continued experience, we understand our
responsibility to keep our clients abreast of changes in regulations, processes, financial/investment products, and
trending indushy topics such as pension liability management and reporting, private-public partnerships,
cybersecurity, climate change and many others. HilltopSecudties' professionals are not only frequent presenters at
large industry-wide conferences such as Government Finance Officers Association (GFOA), Florida GFOA, Florida
Association of Counties, and Florida League of Cities, just to name a few, but we also volunteer to speak at local
chapters of these organizations throughout the year.
@@@
@
For state and local government professionals not able to attend local chapter meetings
or large conferences, we also ofier several partial-day and all-day seminars both in
Florida and throughout the country that not only educate our clients but also provide
CPE credit hours. For instance, on December 12,2019, HilltopSecurities hosted an all-
day lnvestment Seminar in Orlando. This seminar was attended by approximately 50
Florida local government professionals and presentations were made by both
HilltopSecurities' and outside experts on a wide array o'f investment related topics, ln
addition, on January 23, 2O2O, HilltopSecurities hosted an allday Cybersecurity
Seminar in our headquarters in Dallas, attended by more than 300 local government
professionals from all over the country, More specific to the Village, we will be looking
to reschedule a previously planned 8-hour South Florida lnvestment Seminar (originally
scheduled for March 18, 2020), due to corporate travel restrictions and federal
recommendations amidst the COVTD-19 outbreak,
i/idsrr!,.!r I i rl! /. llrcr.rttr_ rrrp.ir!th'
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atf st6trllr[F0ui!01 ?vr{
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.-tu- alputilt#r
As a full-service broker-dealer and market-maker of municipal bonds and other federallcorporate securities,
HitttopSecurities is uniquely positioned to best service the Village as its financial advlsor. Provided on the foltowing
page are examples of our unmatched resources, our ability to provide comprehensive analysis, and our desire to
understand the Village's challenges and opportunities moving forward.
lvlrrrrlr:lprl
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INliIIIO
@ 2020 Hllllop Securities lnc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 15
HilltopSecurities
A Hlllre Hold,ngr Co$ptny
*
Dlrect Access to Market lnfomaton
HilltopSecurities' is not only one of the largest and oldest municipal adviscy firms in the country, but we are also a
fully registered broker-dealer with nearly 70 sales, trading and undensiting professionals with direct investor
relationships who can provide direct market feedback from primary sources rather than secondary sources such as
a Bloomberg or secondary market trade reporting websites. Our sales, trading and undenrvriting professionals
located throughout the country are led by Jason Lisec, who seryes as the firm's Head of Municipal lnstitutional
Sales and is based out of our Palm Beach Gardens institutional saleghading office. The recent volatility in the
markets as a result of the COVID-l9 Virus and, to a lesser extent, the disagreement in oil production between
OPEC and Russia, provide no better example of how lmportant these resources are for our Florida and national
state and local government clients. During the week of March 'l6th, we saw more than $12 billion of cash drawn out
of municipal bond funds, leading to over 100 basis point (1,00%) increases in tax-exempt interest rates despite the
Federal Reserve lowering short-term borrowing rates to near 0.00%. Much like we saw in 2008-2009, but with even
greater repercussions, the municipal market is in the midst of a llquldity cris s that hopefully will be partially alleviated
by a Federal stimulus plogram calling for repurchases of municipal bonds along with other fixed income products.
During more stable market conditions, numerolrs non-broker-dealer financial advisory firms could potentially serve
adequately as the Village's flnancial advisor, but asking these same firm= with no direct investor relationships to
provide feedback during more challenging markets as we are seeing toda;1, is a diflicult if not impossible task.
Outstanding Debt Portfolio
While current market conditions remain efiremely volatile due to the illiq.ridity in the municipal bond market with
exponentially more sellers than buyers, we believe that once the municipal market stabilizes, the Village may have
opportunities to refinance some of its existing debt portfolio which is comprised almost entirely of privately placed
bank loans (see table below for a summary of the Village's outstanding d=bt), lf selected to serve as the Village's
financial advisor, we Wll evaluate and consider all such refunding opportrnities not only via direct placement bank
loans, but also via the public market as well as through grant and/or state flnancing programs.
Rord lnp Sgdss 2006
Crdlrl llnp Rev R.tBoodr. Srn$ ?otlA
CtFlrl Irnp Rrv RtlEoadr. Seri'r ?0ltB
Crpl.l Irnp rnd Lrnd Acquilitior Rtv nrt€onds. Srnrr ?0lt
Tnnsporlalion Tax R.y Ref Bmdr, $rnl5 e011
School lmp Rsv BoiltD^ ScnrD 20,l?
Srhool lmpRrvEondt Srri't 20la
Srwor lmp Rcv Eondr. Slrie. 2015
I QE?O
?31!l
211j[
2 llVo
2 42*
3 35%
216V.
1gnl
'Oc.Enillhfjlt1df,LandAfrt/]tstlloo.fttc,o'l,/tUtE'tot e.'/8iv"/ttr6qrdr,Sot.rregtwibnn.drrnat.nilrryo'.D.c.nb..t,2ltg
'lotXt6/,dng b4.nc. I ol FYE ?0lg
Credlt Rating Profile
While none of the Village's debt is cunently rated, the Vlllage maintatns a very strong credit profile with Generat
Obligation/lssuer Credit Ratings 6f "A/M" from S&P and "Aa1" from Moody's, something that the Village should be
extremely proud of. The Village's strong generalfund reserves and liquidity, high wealth and demographic indices,
and proximity to a major metropolltan area serve as the basis for these inpressive ratings, Credit challenges exist,
particularly with respect to size of the Village (population under 15,000) and the fact that the Village is a barrier
island and therefore naturally exposed to environmentalchallenges, particularly natural disasters andlea level rise.
Our assigned team of professionals nol only have quantitative and qua itative credit rating models that help us
ldentify and present the Villages credit strengths and challenges, but mos: importantly, we have vast experience in
serving as financial advisor to other Florida local governments facing similar circumstances such as Cleanrater,
Longboat Key, Ormond Beach, Panama City, Broward County and Miami-Dade County, just to name a few,
Debt Llmltatlon
While the Village has fairly restrictive debt limitations, HilltopSecurities is prepared to work w1h staff and elected
officials in order to meet its future capltal planning needs within these limltations. Although we understand that there
have been prellmlnary discussions regarding potentially easing these 'eslrictions, a$ our preliminary analysis
shows, debt capacity, if structured properly, rernains available to meet currently anticipated capital financing needs,
rnd AppoFl'o tihr{d Vrlonrnl
ond Apoprirtr (Nortl'd Vdqrrnl
artl Appopirtr {Non'Ad Vrlocm}
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lllon.AdVdonm)
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52 7tt.t10
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@ 2020 Hilltop Securities lnc, All rights reserved. Member FTNRA/S|PC/NYSE PAGE | 16
i/rll,ri;i: oli("y llrr,..tyrlr I I,rr,l.r
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ilsti
,*HilltopSecurities
A Hfrrop lbldngE Complny
Limilrlion of l% of
Cutroil Non.EntorEist Suppoiled Orh (21 st5.655,E35
Lin{ldion ol 1596 of Pdor Yer's c.nrrC Fund s5,t?2,620
(21PdaclpalouulandlngE'olh|d,tch,6,201e Qxcrtld.Eslom|d,alotse|6's2olilgtuno..E nlvafitoolc.pilalte8les
Bt Atsot on gea€r.l tuN ?xp€ndtluasff FVE 20tg shown la lhe FY 2020 adopt€d gen nl ftnd 0ud9.l
(11 Atthownonhc FY 2020 a.topladgene$l lundoutgrl
(5J AfF,umas 8 zhyav tovst dobl $&Ntct ltucly/c al.n,nlanst /d,la ol 3ra
(6) Arf/uncs e l0-yeil lavel doblsaMc.svuclue.t eten nlercsln,,l'ol19{
Prellminary Analyslc of Future Financing Plans
Similar to the preliminary debt limitation analysis presented above, we have included below an estimated millage
analysis for a potential General Obligation issuance and four alternative debt structuring scenarios For lhe Village's
contemplated stormwater financing. As the Village's financial advisor, we will dedicate all firm resources,
experience, and direct market knowledge to consider and evaluate all possible financing sources and potential
structuring alternatives in order to tninimize the Village's cost of capital and financial burden on its residents.
20.Yerr Finrnclng:
Ascumcd lnlcl.rt Rrta
Nnnqrl orbl Srnic. (21
Erllmrlcd Millrgo R.qui,rmrnl (Mills) (31
30"Yeu Finencing:
Assumsd lntorell Rrlr
Annurl Dabt Solica (2)
(2) 6e'f,don e levat dabl savicesbucluro
(9) Esilnaled nillago It b88el on ai a'tr,unad ESrt coltclto'rt t.a.
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O 2020 Hilltop Securities lnc. All rigns reserved. Member FINRtuSIPC/NYSE
2,0,s00
?4.000
PAGE | 17
,*HllltopSecurities
AHiltop'lcldlryr Complny
l. lnsurance
HilltopSecurities maintains professional liability coverage for an aggregale lirnit of $10 million ($5 million first tier
and $5 million second tier), covering clairns made in connecfon with our professional services. Our level of liability
insurance iE an amount that we consider sufficient to hold harmless, indemnify, and defend the City for losses,
costs, and expenses arislng from claims resulling ffom the alleged negligence of HilltopSecurities, our officers,
employees, and subcontractors, Covered professional services include the purchase or sale of securities as
approved by Hilltop$ecuritieg. The current policy expires in July 2020, HilltopSecurities, at a mlnimum, intends to
maintain such coverage throughoul the term of service listed in the Vlllage's RFP.
ln addition to our professional liability insurance, the combined single limit of our firm's automobile liability insurance
is $1 million, and HilltopSecurities maintains workers' compensation and employer's liability insurance wlth a limit
of $1 million. We also maintain commercial general liability insurance with an aggregate limit of $2 million and carry
umbrella insurance on the above policles. The llrm's current general liabiity policy ls effective through April2020.
Hllltopsecudties, at a minimum, intends to maintain such coverage lhrcughout the term of seruice listed in the
Village's RFP.
HllltopSecuritiee maintains data protection liability insurance coverage for an aggregate limit of $15 million, covering
claims made in connection with privacy liabillty, privacy regulatory liability, PCI DSS liability, system security liabitity,
multimedia liability, breach event cost reimbursement, cyber extorton reimbursement, digital asset loss
reimbursement and business intenuption losses. Our level of cyber liability insurance is an amount that we consider
sufficient to hold harmless, indemnify, and defend the City for losses, costs, and expenses arising from claims
resulting from a breach of the flrm's systems and/or sensitive information, The current policy, provided by Lloyd's
of London, expires in April 2020. HilltopSecurities, at a minimum, intends tr maintain such coverage throughout the
term of service listed in the Village's RFP.
A copy of our sample certificates of insurance can be found in Appendix I to this proposal. Specific certificates of
insurance listing the Village as an additional insured can be provided to the Village upon HilltopSecurities being
selected as the Village's financial advisor.
@ 2020 Hilllop Securilies lnc. All rights reserved. Member FTNRA/SIPC/NYSE PAGE | 18
,*HilltopSecurities
AIC[bpiloldhg3Compmy
K. LltigationStatement
Respondent must complete and submit Farm DD, Dispute Disclosure, and provide a statemant that no litigation
or rcgulatory action has baen flled against Respondent's firm ln tha last three (3) years shal/ be included in the
Response. lf an action has 0een filed againsf the Respondent's firm wlthin fhe last three (3) years, stafe and
desclbe the litigation or regulatory action ftled against the Respondent's firm and identify the court or agency
before which the actian was instituted, the applicab/e case or file number, and the sfatus or dlsposit/on for such
reported action. Described all litigation (include the ouft and location) of any kind involving Respondent or any
Key Staff memDers within the lasf fve (5) years.
From time-to-time in the ordinary course of its business, HilltopSecurities is called upon to respond to inquiries or
is subject to investigations or proceedings by federal, state or industry self-regulatory organizations. The flrm is also
involved, from time-to-time, in civil legal proceedings and arbitration proceedings concerning matters arising ln
connection with the conduet of its business. To the best of our knowledge, information and belief based upon the
facts available at this time, there is no threatened or pending inquiry, investigation, litigation, arbltration or regulatory
proceedlng that we belleve would have a material adverse impact on the ability of Hilttop$ecuritias to perform public
finance advisory services. The Financial lndustry Regulatory Authority (FINRA) maintains a public database known
as BrokerCheck@ that discloses reportable regulatory matters for HilltopSecurities. BrokerCheck@ may be found
at www.FlNRA.org.
Legal and regulatory proceedings in connection with the firm's provision of municipal advisory services are set forth
in the MunicipalAdvisor Disclosure $tatement included ae Exhibit I to the firm's proposal.
@2020 Hllltop Securitiee lnc. All rights reserved. Member FINRA/SIPC/NYSE PAGE 119
HilltopSecurities
A lflrop HoHhgrComClny
,*
L. Conflict of lnterest Statement
Respondent must make an affirmative statement to the effect that their retentlon, if selectad, shall not resutt in
a conflict of interest with any party which may be affected under this Agreement, The financiat advisor witl ba
precluded by the terms of the Agreement frcm pafticipating as an underwriter or in any manner other than the
financial ctnsultant for bond issues of the Village. Should any potential or existing conflict be known by the
Rospondenl said Respondent must specify the party with which the qnftid exlsfs or might arise; the nature of
the conflict; and whether Respondent would or would not step aside or resign from the engagement or
representation creating the conflict.
HilltopSecurities affirmatively states that, to the best of the firm's knowledge, if selocted to provide financial advisory
services to the Village, the firm's retention should not result in a conflict ol interest,
@2020 Hilltop Securities lnc. Allrights reserved. Member FINRA/SIPC/NYSE PAGE 120
,*HllftopSecurities
Aldhop tloldhlr GomF.ny
M. Forma
Proposars must oomplete all forms listed in Secfrbn 4 of the RFP and indude rn its Response.
The following executed forms have been included in Appendix A to this proposal:
. Form RC: Response Checklist. Form CQQ: Company Qualifications Questionnaire. Form CR: Client Referencesr Form KS: Key Staff. Form DD: Dispute Disclosurer Form AA:Addendum Acknowledgment. Form COA: Certificate of Authorityr Form CD;Company Declarationr Form SEA: $ingle Execution Affidavit (including Public Enti$ Crimes Affidavit)
As directed in the RFP, Hilltop$ecurities Price Proposal has been provided under a separate, sealed envelope
marked "Price Proposal,"
@ 2020 Hilltop Securities lnc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 21
HilftopSecurities m
Atllltog lloldhgr Comprny
N. Warranty
Stgned and notarized statement wananting that the Proposer is not insotvent, is not in bankruptcy praceedings
or receivership, nor is il engaged in or thraatenad with any litigatton or other legat or administratlve proceedings
or investigatlons of any kind that would have an adverse effect on its abit$ to perform its obligations under the
Agreement,
Warranty Statement
Hilltop Securilies lnc. hereby warrants that the firm is not insolvent and is not in bankruptcy proceedings or
receivership. From time to time in the ordinary course of its business. HllltopSecurities is called upon to respond to
inquirles or is subject to investigations or proceedings by federal, state or industry self-regulatory organizations,
The flrm is also involved, from time to time, in civil legal proceedings and arbitration proceedings concerning matters
arising in connection wlth the conduct of its business. To the best of our knowledge, informition and Uelief based
upon the facts available at thls tirne, there is no threatened or pending inquiry, investigation, litigation, arbitration or
regulatory proceeding lhat we believe would have a material adverse lmpact on the ability of Hitttop Securitiee lnc.
to perform public flnance advisory services.
Vickie Hall,
State of Texas $
s
Gounty of Dallas $
Before me on this day personally appeared Vickie Hall, Vice President, known to me, and acknowledged to me
that she executed the foregoing instrument for the purposes and considenafion therein expressed.
Given under my hand and sealof office this 16th day of March, 2020.
Brooker
Notary Public,for the State of Texas
PENNY I3ROOKER
Nolary lO f 118'[31]3
My Comnrisslon ExPinaa
Qc1.23,2022
o 2020 Hllltop $ecurities lnc. All rights reservsd. Member FTNRA/slpcNysE PAGE E}
*HllltopSecurlHes
ailftf lbtlfrcompmy.
O. Price Proposal
ln a separcta, sealed anvelope marked'Prlce Prcpasal,o Respon&nt muet fnclude k prtcc proposal utilizing
Form PP, Pilce Propoeal.
Pleace ffnd Hilltop$ecurities' Prlce Proposal accompanying this proposal under a separate, sealed envelope
marked "Price Proposal.o
O 2020 Hilltop Securlties lnc. All rlghte resarved. Member FINRA/SIPC/NYSE PAGE | 23
APPENDIX A:
Required Forms & Documentation
HilltopSecurities
A Hilltop Holdings Company,
@2020 Hilltop Securities lnc. All righte reserued. Member FTNRA/SIPC/NYSE
Formt€
nnSFQfilSECHECltLffif
El noverrngs
El r"nnofconhnte
El fBtttrctlhhnt
El rormnc: ResponseCheck$st
Wl rormcQft eomFanyQgafififftionsQu*lttror*alr*{anda$nchmonu}
EJ ro- cnr dhnt Rcfercnces
E] cuent risr
ffi n*hornt Suslness Ucensc(sl {Compgny" nst F€rgomU
ffi st-t" Corporate ce*lfiete or other groof sf ruthoriza$an ts tnrn$ct burlne$i
E rormt(* KcvStaff(anddhdrnrentst
EJ ornnntratlonalfrn
El t-pagr nsruma:for AccorlnV8rnject rnsnaEr?
El lgageResunesforKey$taff member
ffil tnnouattue ldeasforfinancingnflnfrestruGuie and OtherCaFitaf fteq$irements
El,spcrlal'oonsidersilons [Nst to er&e{ S pageq}
El tnrqrnnce Q;rtifi.cater
E romrnEl Dirpute'Dhclosure
El Sut**.ntof flo lltlgatlon of lltigation Hhtory lesappltceblal
El confit.t of lntdrcst Sutement
E] fsrrnAe: AddendumAtknouledgment
il fonnCOfu tertificateoJ*uthsrity
El'roruto: 0ompanyoedarction
El Formsrnr $inglerxccution*ffldt$h
E w{nanty
Hl rorm PPI Prlce knpccal
Form RC
Form CQQ
V]ILLAGE (}F' KEY BISCAYNE
Company Qualification Questionnaire
Some respomes may require the inclusion of separate attachments. Separate attachments should be
as concise as possible, while lncluding the requerted information. ln no event should the total page
count of all attachments to this Form exceed five (51 pages. Some lnformation may not be applicable,
in such instances insert oNlA".
1. How many years has your company been in business under its current name and ownership?
Hilltop Securlties lnc. - October 2015; Southwest Securities lnc, (est. 1991) changed its name to
Hllltop Securities lnc, in October 2015. FirstSouthwest Company, lnc. (est 1946) merged with
fi-iil to-tsecutiiies r n J a n ua ry 2 0 16.
a. Professional Licenses/Certifications (include name and license fl* lssuance Date
(rinclude active certifications of small or dlsadvanfage buslness & name ol certifoinC entlty)
2. Type of Company: fl lndividual il Partnership E Corporation fl LLc D Other
lf other, please describe the type of company:
a. FEIN/ElN Number:7S-t382L?7
b. Dept, of Business Professional Regulation Category (DBPR):ru/a
i. Date Licensed by DBPRI
ii. License Numben
c. Date registered to conduct business in the State of F orida
i. Date filed:Aprif 3, 1995
ii. Document Number:F9500000158s
d. Primary Office Location:1201 Elm Street. Suite Dallas TX75270
e, Will all goods/services be provided out of the primary office location? [ Yes EI No
f. Local office Location: 450 s. oransg Avenue. suite 460. orlandp FLJ2801
s. what isyour primary business? :l,li.ti.l'i,liJll,lli!ffl,1,lXlfli;l?i*3lll'JlHl#3lljlflil
(This answer should be speclficl
Page 1 of4 Form CQQ Rev071719
Form CQQ
V]LL,A.GE ()JF IKEY ]TSIISCAYNIE
h. Name and Licenses of any prior companies
Name of Company License Name & No.lssuance Date
3. Company Ownership
ldentify all owners or partners of the company:
(Attach additional pages lf necessaty)
a
Name Tltle % of ownership
100%Hilltoo Securities Holdines LLC
t\l /A
b. ls any owner identified above an owner in another company? fl Yes X No
lf yes, identify the name of the owner, other company names, and Yo ownership
ldentify all lndividuals authorized to sign for the companyr indicatlng the level of their
signing authorlty (use addltional pases/attachmentt if necessaryl
Title Signatory AuthoritY
(All, Cost Up to $Amount, No-Cost, Other)
c.
Name
Mark Galvin
Alex Bugallo
Regional Managing Director
Managing Director
Ail
All
Matthew Sansburv Managine Director AllJoelTindal Director All
Vickie Hall Vice President All
Plpace rpe attached
Page 2 of4
nf Scrrafrrv
Form CQQ Rev0717l9
Form CQQ
VIILLAGIE OJF KIEY tsIISCAYNE
4. Employeelnformation
a TotalNo. of Employees:808
238 Executives & Management plusb. Total No. of Managerial/Admin. Employees: 242 Administrative / Support equal
480c. Total No. of Employees by Profession (Ex, 20 Accountants; 5 Adrninrstratlve Asslstants; etc.li
238 - Executives & Management
208 - Professionals
120 - Sales
242 - Administrative Support
5. Recent Contracts
ldentify the five (5) most recent contracts in which r/our company has provided services
to other public entities. lnclude the Client's name and contast person.
Citv of Naoles - Garv Youns, Finance Director: {2391 213-1815
a
Cltv of Clearwater - J ay Ravins,Finance Director; (727) 552-4538
Broward County - Stephen Farmer, Finance Ma na$er 19541357-7246
Citv of Dunedin - Les Tyler, Finance Director; (72 7l 298-3065
City of Holly Hill - Stella Gurnee, Finance Director; (396) Z4g-9427
6. lnsurance lnformation
a. lnsurance Carrier name & address:
(co ltfrehad nf lnqr rranra in Anna lxR
b. lnsurance Contact Name, telephone, & e-mail:
Dallas
-0-
Page 3 of4
c.Number of lnsurance Claims paid out in last 5 years & value
Form CQQ Rev071719
Form CQQ
VIILLAGE (}F KEY BIISCAYNE
7. ln a separate document not to exceed three (3) pages, include a brief history and description of
your firm including a diagram of its organizational structure and a description of the scope,
diversity, and types of financial advisory experience your firm offers, and the approximate
contribution of financial advisory services to the total firm revenue.
By signing below, Proposer certifies that the information contained herein is complete and accurate to
the best { e royctb+lnowledse,
V.rY* l+ztj-March 15,2020
Signature of Authorized Officer
Vickie Hall, Vlce President
Date
Printed Name
Page 4 of 4 Form CQQ Rev071719
Stute of Floridu
Department of Stute
I certifo fi'om the records of this office that HILLTOP SECURTTIES INC. is a
Delaware corporation authsrized to transact business in the State of Florida,
qualified on April 3, 1995.
The docurnent number of this corporation is F95000001585
I further certiff that said corporation has paid all fees due this office through
December 31, 2019, that its most recent annual repon/uniform business report
was filed on Marclr 25,2019, and that its status is active,
I further certify that said corporation has not filed a Certiticate of Withdrawal.
Given uniler my hnnd and the
Greol Seal of the State of Ftoridn
ut Tnllahnssee, lhe Copittrl, this
tha Twenty-first ilay oJ'fnnuory,
2020
Secretary of State
Tracking Number: 4t 033591 60CU
To authenticate this certificnte,visit the follorving site,cnter this nunrber, and thcn
follow thc instructions displayed.
https://services.sunbiz.org/Filings/Certificatcolstatus/CcrtiticnteAuthcntication
ol lor4uzu Detail by Entily Nams
.tr/
{tl
fitifiiyf.ofg' ,, , '
ljglrrrtrrrr:ll iil iil';1!t / i'vrfilt.rllUgfSrAfis$ / 5r--fctr!Sj:q,*,U / L)J:!itl S,1.0!{1luru:rrt_btl!!&!,i /
Detail by Entity Name
Foreign Prolit Coporation
HILUTOP SECURITIES ING.
flllgg lnlormatlqlr
Document Number F95000001585
FElrElN Numbc 75-1382137
Date Filed 04/03/1995
State DE
Status ACTIVE
LagtEvent NAMECHANGEAMENDMENT
Event Date Flled 10/05/2015
Evcnt Effectlve Dale NONE
PrlnclP{.[sl!ss
1201 Elm Street, Suite 3500
Dallas, TX75270
Changsd: O3lzinffig
ffgffig Addrass
1201 Elm Street, Suite 3500
Dallas, TX75270
Changed: 0312512019
tgglrterqCAgont l,leme & Addrees
C T CORPORATION SYSTEM
12OO SOUTH PINE ISLAND ROAD
PLANTATION, FL 33324
Name Change d: 07 l20l201 I
Address Changed: 07 1201201 I
OfflcerlQfector Oelall
Namo & Addrosc
litle Dlrector
Alexander, Laura
1201 Elm Street, Sulte 3500
Dallas, TX75270
search.sunblz.oro/lnoulrv/CoooratlonSearch/SeerchRssullDelsll?inouirvtvoa=FntltvNemn&diraalinnTvac=lnilinlSnaarchNnmrOrtlnrsHll l Tnp. Fel JFl. . l/t
Form CQQ: Company Quallflcation Questionnaire
7. ln a separate document not to exceed thrce (3) pages, include a brief history and descriptlon of your firm
including a diagnm of lts oryanizational structure and a description of the scopo, diversity, and types of
financial advisory experience your firm offers, and the appnximate contribution of financial advlsory
seryrces to the totalfirm revenue.
HsronvlOncANrzATroNAL SrnucruRe
HilltopSecurities is a unique blend of ffnancial strength, deep industry knowledge, and decades of real-wortd
experience. The firm was bom from the January 2016 fusion of two well-respected and successful firms: First
Southwest Company, LLC, a broker-dealer founded in 1946, and Southwest Securities, lnc., a full-servlce broker
established in 1972. HilltopSecurities lnc. is 100% owned by Hilltop Holdings lnc,, a pubticty traded company
(NYSE: HTH) with approximately $1.2 billion in market capitalization and rnore than 5,000 employees as of the date
of this proposal. HilltopSecurities is one of four subsidiaries of Hilltop Holdings lnc, The organizational structure of
Hilltop Holdings lnc. can be seen in the below graphic,
Ful.icMce bbker{s!lat
pruvidn9 undomdting Nnd FA
seNicos to 1.800 munlolpallu€s
ExcsEs net oapilrl d S300t M
Largogt claadng lirm basod on
number of broker.dealer clLnt8
6r lergea Texes beead benk
besed on deposits
Over $ 10 B in aBsob on
depositasolF E2018
80+
ln
oprradng
allmeior
hamhos located
ToxaE nEr*ctE
Focussr on pulthNsa nDngaga
orbin.liong
Top 10 mortgage lilder brred
on purchas€ uDll$ slncr 2012
Ovsr 2,800 emdoyres ocalod
thtDuohout the U.3
Sp€oLBds in polbirs br
atlordrble drwllhgs end
morr thrn 30 stiteg
t| 200+ indapand.nt Ntcncica
HilltopSecurities consists of, among other businegs units, the Public Finarrce Department, the Wealth Management
Department, the Capital Markets Department and the Clearing Services Department. Revenues from financial
advisory services, which are provided out of the firm's Public Finance Department, account for approximately 12%
of HilltopSecurities total annual revenues.
NerIOnn SERVIcE CAPABILITIES
HilltopSecurities, headquartered in Dallas, currently maintains 51 ofiices in 1g states, With more than 800
employees firm-wide, Hilltop$ecudties offers the resources, experience, and market expertise of a national firm to
a broad cross-section of governmental borrowers in every region of the country and in all market sectors.
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@ 2020 Hllltop Securities lnc, All rlghts reserved. Member FINRA/SIPC/NYSE
ak"-l
Of the offices highlighted on the map on the previous page, 27 are staffed by professionals who focus entirely on
providing public linance related services to municipal elients. ln total, HilltopSecurities has 133 public finance
professionals, including 110 banking/analytical professionals, who work with municipal entities from coast-to-coasl.
STATEWoE Senvrce Cepnerunrs
While HilltopSecurities is a nationalfirm, we emphasize client service at the
regional level in order to provide oustomized assistance in a timely manner.
HilltopSecurities has maintained a publicfinance office in Florida since 1989.
The primary banking contacts between the City and HilltopSecurities are
located in our Orlando public finance office, which currently houses seven
public finance probssionals. We have an additional public finance office in
Miami (one professional) and two institutional sales and trading offices
located in Palm Beach Gardens (six professionals) and Fort Lauderdale (two
professionals).
rffiJ.;
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^f"ffigf
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Jason Lieec, Co-Head of Fixed lncome Capital Merkets, works from the
firm's Palm Beach Gerdens office, Mr, Lisec and the team of professionals
in his office, are constantly in touch with institutional buyers of municipal
bonds and will be a valuable, local resource to the City when it comes time
to price its proposed bond issuance.
Ancru-lnv SERvrcEs
As a leading advisor to state and local issuers natlonwide, HilltopSecurities offers our municipal advisory clients a
full spectrum of services that includes client education opportunities, debt monltoring, capital planninglmodeling,
development of financing structures, rating agency modeling and preparation, pre-issuance continuing disclosure
compliance due diligence, financing process leadership and management, pricing/execution support,
asseVinvestment management products and strategies, post-issuance arbitrage and continuing disclosure
compliance support. Most importantly, while some firms may provide these array of services occasionally by cross-
trained professionals with limited experience, HilltopSecurities employs dedicated professionals who are part of
specialized groups within the Public Finance Department such as our Asset Management, Arbitrage Rebate,
Continuing Disclosure, Structured Producte, and Quantitative Services Groups.
Asset Managementl lnvestment Poolr Established in 1991 and staffed by a stable senior portfolio management team that individually average 26
years of investment experience.
. Actively manages in excess of $16 billion of public assets and serves as investment advisor on over $8 billion
of state and local government funds.
. Co-administers the Florida Short Term Asset Reserve Fund (.FLSTAR"), a Florida intergovernmental poolthat
is conservatively managed and specilically tailored to provide preservation of principal, daily liquidity and
competitive yields to all governmental enlities within the State.
. FLSTAR is the only Florida investment pool that offers an investment option with no commercial paper.
il ll,)t:tfi,il,tr, r',1!tld.rt)rt !rrilr
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@ 2020 Hilltop Securities lnc. All rights reserved. Member FINRAJSIPC/NYSE
Ar.bltngeREbatFr 'Eetgblished in 1987 and staffed with eenior profa*ionals individually,averaging more than 12 years of rebate
complianee €)Fefience,r Gurent praetiee conslsts of approxirnatety 5o0 stste and locel gove-nment issl,ters in Z$ stetes, 66prising
rnore than 2,900 hpnd finanGings with en aggregate par value.of $190 billion.. 9i?!9 inception, the Ar$ittage Rebdte Group has perbnnd over 49,500 rebate cslcutationE br appror<imately
2,000 issuers nationwide in conjunction with 4F00 bond lsEuances.
Gontinuing f,Iisclsrurs. Estsbliahed in 199{ End staf{Ed wlth senior profisssionals vuhs are i00Ya fcoused an,helping our munioipal
clients rnect thelr 0on$ntdng:discl6$.$rb,obligatiorrs as forh in the U.E. Securities and Exchange Comfiission,s.
Rule 15c2.t2.r Pnovitles ongoing end annual con$nuing digclosure services to approrimately 600 statennd lqcal government
issuers throughgut the gountry.. Pe&nns five-year lookbacl{s gn €ll negotiated and competitlve munictrel advisory engggeffente for our cliente,
,fee of chaqge, qs anplher dtle diligenoe step othenuise pertonned solely hy fie senior rnansger on negotiated
otfurings or competitive bidder efier release of the prdiminary official rbtement.
FensionJSFEF Goneulting. Hilligp$ecun'ties'ha$ s grouF cf professionals wlth specialized axpertise in pensien and other post employment
beneflts ("OFES"1 related issue$ uvflq.wsrlr closely witfr rnuniciFal slienF around the oournry to Frovide
oustornised regomnnendaUqns based on each client's unique circumgtances.r Some of oqr pension/OPEB related consulHng sewjces include reviewing pension/OPEg aatuar1al sludies,
providing comparattVe data, analyzing potential pension/OPEB bond financings and their effecb on overaH
credit pioftrrs, reviewing BensionlOFEB dlsclosures provided in CAFRg End official etaternents, leading
discussions wiffr raiing agencies, devefoping ptannlng anS budge:ing s$ategies which talte into aocount
uhcedeinties of payouts and contributione. monibring opporlunitieg tq reduce long-tenn coets and annual
budget volatllity" and vrorking with actuaribg, aud$tors and v€rtous counselg on detailed pension/OpEB issues"
Structilred Producbr our structured :produsts Group specializes in intermt rste, rngnagement (derivatives), investrnent of bond
proceeds,{investment and bidding agent}, and commodily risk management (hedging of energy ihcluding
n*tural gas, diesel end gasoline).. Overthe past five ysars, serv,Ed a$ awap advisor on approcinrately*30 trsnsqctibne {valued at$5 bi[ion], ae
hidding agent fsr escrows and other bond proceed*:on approxlmately ?80 trensaotieng {uatued at $S0 billion},
and ai fomrnodity tradins advisor on approxtmately 'ls0 iimrnodiry risk nrEnagpment contract$.
'Quantltative Eeruioesr Qur eentrallzed Quantitative .services GbuF,manages and pmlides quaniltative supporUove6lght to all. El
puhlic finance office$ wlrich,are sta&d,by locaf quantitatlve support spacialiel$,* Sn avelbge, our Quantitiatlve SeMces Group svef$Bes mofe than tws doaen publfcly ofbred transactions per
ueeh ln addltlon to bank lclanq"and gtvate pfaqements t6 our net$rork ot75+ mmrnerclal banks and/or financiat
institutions.r Significant expertise developing client specific capital and operating financial models, quantitatirre evaluation of
privaspublfs pafftemhiFe, p€nsion€nd other posl-ernpleyn.mnt fitbilty rnanagement uxcredit debt products;
detailed refundirig ttsckhg and analyses, aswpli as m6hy otherspecialized serviaes.
QUantltgilive $eliegeo Hilltop8ecurities pmfessionals are not only kequent pr€senteJe et large indusgy-wide confgrenser $uch. as
Govemrnent Finanue, Officers Assosiation (GFQA). Florida GFOA" Flrrida Association of Counthgi and Flqridq
League ol Olties, butwe Elso volunteer to speak af bcef chapters of these oqanizations throughout the year.. Offer several parti$day,and all-dalt seminars bsth {n Fforida and nat ona}ly that ndt only eOucato aur clients on
ma*et frends and "hoto topics, but also provide CpE credit hours.
@ e020 Flilllop $ecurit$ss tnc. Allitghls ieterved. MentbErF'INRAJ$IFC/NYSE
CDRTIX'ICATE OX' CORP|ORATE SECRET^ARY
I, Brian Wittnsben, Secretary of Hilltop Sequitios [no., a Dclaware corporafion
(tho "Company'), do hereby certiry as follows:
Based upon authority granted at a meeting of the Board of Dirpc'tors of thc
Conpany held on October 23,2019,the following narncd penons re duly authorized to
(r) act on bchalf of the Company in cmnec'tion with a certain Rcqtrest for hoposals for
Finanoial Advisor Services, RFP No. 2020-8 (tbe'tFP'), submitted by the Villagc of
Key Biscayne, Florida, and (ii) to execute any neoessary documailation in conneotion
with the RFP.
E)ffiCUTED as of this 6th day of March 202A,
Nanc
MarkGalviu
Alex Bugallo
Matthew Sansbury
Joel Thdal
Vickie Hall
Tirh
Regional Managing Direstor
Managing Dircstot
Ivlanaging Dircctor
Dirwtor
Vicc Presidmt
Wittreben, Sesretary
FORM CR
CLIENT REFERENCES
IN ADDITION TO T}IE INFORMATION REQUIRED ON THIS TORM,
CO'TITRACTOR TO PROVIDE A MINIMUM OF THREE REFERENCE LETTERS.
REFERENCE #1
Public Entity Name:Citv of Clearwater. Florida
Reference Contact
Contact Title;
Finance Director
Ravins
Contact Department:Finance
Contact Telephone:727.562.4538
Contact Emall:iay. ravi ns@ myclea rwater, com
Public Entity Slze/Number of Residents/Square Mileage : 115.000 est oooul on 126.5 souare miles
Contfact Start Oate!June 2008 Contract End Date:
ls the Contract still Actlve? Yes X No _
Scope of Work (be as detailed as posslble)
Messrs. Sansbury and Bugallo have provided FA servlces on 12 f nancings for Clearwater totaling 5343
million in par value. This experience includes five public bond ofterings (52+s million) and seven direct
bank placements (S99 million) and includes financings for the City's water and sewer system, stormwater
system, Bas system, and for bonds backed by the Clty's General Fund revenues. These transactions have
generated over $72 million in project funds supporting Clearwater's various capital improvement
initiatives and nearly 5Zz million in present value savings from :he refinancing of existing debt. These
professionals have also worked on several "one-off" projects including assisting the City with its annual
rate sufficiency analyses for its water and sewer and stormwater enterprise funds, guiding the City
through ongoing credit rating agency surveillances, providlng financial analyses retated to the previously
proposed Clearwater Aquarium project, and provlding the City with a "white papef dlscusslng
community redevelopment agencies and tax increment financing.s. Hllltop5ecurities is currently working
on a covenant to budget and appropriate (CB&A) backed financing for the City tlrat is scheduled to price
in mid'2020 and assisting City staff with analysis related to Spectrum Field, the City-owned baseball
stadium and spring training home of the philadelphia phillies.
Form CR
NEFEAEHCEfS
FublicEntiW Nnrne:Tnurn'of 'LonehoAt l{lrv: Flatrllls
Refercnge Contact Namel Susan Smith
EdntictTitlet. Difectqtr,of Finanm
Contact Dgpafinent:,Finance
Gontaet Telephonel 941.316.S88t
Contact Enneili
Fublic Gntity Sirelilumber of Eesident$/Sgucrg Mlbage
GontractStart Datsl Julu ?015 Gontnst End Dete: OngOinS
ls tha Gontraa *ill Active? Tes X . No
-
Scope of Work {be as dctsiled as possiblel
HilltopSecurltles has. provided FA services on five fi*ancings for Longbort fiey, lneluding fsur bond
issqanees t54S rnillion} and a diract placement bank loan t$t .4 rnilltonl- Tv*a of these financings were
backed by the full faith and credlt {general,obllgation} ef the TErrun, Thret financlngs were backed by
speeial n$sessffiEnt revenues and werg used ts provide funds to underground certain utiiities for the
Town s Gulf of Menlco Drive Undeggrounding Froject and its Remaining Neighborhoods
Underyrounding Project
FormCR
ftEFCREHCE f3
P{bllc Entiff,Name: _
R?ferenc€ Contactfilamei Ciinbra,SaFo$
C€ntactT.itler ,,,, ,Finq,nce Firsctor , ,,,,
Contact Separtmcni;
€ofittctTcleghone: .$54-9i9.1.3231 _
SntaC.Emsil; fryfnos9hollyryrrgodfl.grg _
FubJiG Entlty Strs/illurnberof Residents/Square r-ililesgel 15qs9gqFt pgFul+it
frntract Staft Date: Aqguqt 201S _ Gontract End Fatel
ls the Cartractstllf Attiue?'Y. rs X Nu
-
Stope of Work {be es degiled.asposstblej,
Hilftop5ecurities has provided FA services oh six ffnancings for Hollywood totaling over $103 milllon in
par value,. Mo$t recently/ FliNftop$ecuriti€s served as FA on the €it/' 5fi9,q4$,CI00 issuance of General
Obligatton Bonds, Series 2019. Hllltopse€urities has also worfted on financings backed by the City,s
GB&A and water aRd: sewer nredits,'tn addition, *lilltopsecurities has wsr&ed sn two finaneings for
l"lsllywcsd's Communlty gs6st6lopment Agency to support the Citfs Downtown and Beach
Eommunily Redevelopment Ar€as. ,
FsrrnCR
Form lG
Praposer's Team & Kry Steff
Key Staff Tiblc
1* Froposor shall complete the following chart with its proposed Key $taff lf additional space is required, use a duplicate page
and attach tothls furnt.
limnsm & &rtiflcetions
Series 7,50,53, 63,
t6
Series 7,5DL51,79
Series 7rSA,5\54
6? ?q
Series 7,5A,63,79
CGFO; Serfes 50,
52. s3
Series 7,59,53,63,
79
Series50,52:167
Series 7,50, 53r 53
Yearc
wtth
Company
2.
2
i8.
15
5
38
3
24
Year of
Experiene
1$
18
36
15
z4
38
3
M
Office l.oetlon
Orlandon FL
Orlando, FL
Orlando, FL
Orlando, FL
Orlando, FL
Dallas, TX
Orlandc, FL
Houston,TX
Role
Acesunt Manager
Account Manager
Banking Support
Banking Support
Banking Support
Quantitative
Leadership
Quantitative
Support
MunicipalMaflct
lnsight
Jobfitle
Managing Firector
Managing Dire*tor
Managing glrectsr
Direetor
Wce Fresident
Managing Dlrector
Associate
Managing Eirec'tor
Name
MathewSanbury
Alex Bugallo
Ma*Galvin
JoelTindal
Angela Singletnn
Richard Fox
Cftandldr Larson
Fete $tare
Page !.of$Fonn KS
Forun KS
2. ln the space below, explain the Proposer's ability and resources to sub$titute persennel with equal or higher qualifications than the Key
Staff they will substitute for, where substitutian is required due to attrition, turnover, or tpecific reguest frofi the Villfrge,
cqy,Eraee. ,FqqLMr" sansburv Pp4 Flr. Bugnflq.wil! be ava,llabfe ag-ngedsd and $rtll wqfr' ggettr€rtg mal(,p zure rhe viilase iq q$equately . _*
eovered at alltimes.Hillfop$eeurfties has.qver X.00 banking and analvtlcal throuchE ut the country. $hsuld we need to tubstitute
e member wewillhe sp with are
3., ln the chart belqrr, provide the requested informatiqn for.each Xeir Staff membe/s engagemerrt commitments that will exist
concurrently with the V'illagds Frqject' tlllltopsesurities't(ey $taff are x0096 crmmirtted to providinE erc€pticnal municipal advisory
*eryice$ to tteVillage of Key Eiscryne.
Feriodof FngagementClient
Commitmem
Hours
A:ea of Beeponsibiliwl{ame
tu/A
Paee 2 cfl Farm KS
sxw40l EPf atad
que'ilFeastr.d
qr,?o
orca "9E rpqfl'
ss$ PffiSrF lrltvte a$r![&s
t$Il
rffiruow g;gwrhlu lg rsq sqr rv* Elsnppplef,p.Srsno g uF,rill BsutHtruo
.Etru$:
uoFslIlo9r1ilfi,#?tlt tauftly.tJffidfid',uPFg rra
ADDENDUM ACKNOWTEDGEMENT FORM
Solicitation Tltle:inancial Advisor Services
Solicltation No.:Na
Listed below are the dates oJ issue for each Addendum received in connection with this Solicitation:
Addendum No, 1
Addendum No. 2
Addendum No. 3 .
Addendum No. 4
Addendum No.___,
Addendum No. ,
Addendum No._,
Addendum No._--_,
Addendum No.
Addendum No, ,
Addendum No.
Dated 3lr5l2020
Dated 3!L6l2o2O
Dated 3!24/2O2A
Dated 4lElzozo
Dated
Dated
Dated
Dated
Dated
Dated
Dated
tr No Addendurn issued for this Solicitation
Firm's Name:Hilltoo Securities
Authorized Representative's Name:\/irLIa !bll
Title:
Authorized Signature:
Form AA
VIILLACE OF' ]KEY I+IISCAVNE
RFP 2020-08
Financial Advisor Services
Addendum #1
Due Date: 2:00 PM. March 19" 2020
'Ihis addendum is incorporated into and made a part of the above referenced strlicitation. 'l'he following
may include clarifications, revisions, additions, deletions, or answers to questions received relative to the
solicitation, which take preeedence over the solicitation documents. Underlined word(s) indicate
additions. Delelions ure indicated by strikethrough.
Clnrilicationc:
l. Section 1.2, on page 4 of the Rf P shall bc rnodiFred as follows:
"The Village hereby reque$ts proposals for the selsction of a Proposer (hereinafter
"Respondent" or "Proposef') to providc the labor, materials, equipment, services, and all
incidentals necessary, as further defined in Section 2 ot this solicitation ("Selvices") to
provide a @ Finanical Advisor $ervjgcs" within thc Village of Key
Biscayne . . .n'
Z, Section 1.4, (item #l), on page 4 of the RFP shall bc modified as follows:
"Respondcnl nrust have at least five (5) years of continuous operation *ndor+he-sa*ne
nams providing financial services prior to the issuance of this RFPI"
3. Section 3.2, (itern L), on pagc l2 of the RFP shallbe rnodified as follows:
'oRcspondent must make an affirmative statement to the ef'fect that their ratention, if
selected,shallrrotrcsultinanconflictol.interest'..
iflt."
4. Scction 3.2, (item I), on page I I ol'the RFP shall be rnodified as follows:
"Workers Compensation and Enrployer's Liabilily insurance, to apply for all employees
for statutory limits as required by applicable State artd Federal laws. The policy(ies)
nrust include Ernployer's Liability with minimum limits of $l$S&00&S0 $500.000.00
each accident."
5. Section 3.2, (itenr F (a.)) shall be rnodified as follows:
"Complete and submit Form KS, Key Statf,
M including kev nranagernertl personnel. administrators.
owrrerslrill-nnd other personnel irrvolved in key decisiort nr*king with regards to lhc
serviccs to hc ptovided under the Conlracf',
Questions ard Answcrs
l. The RFP requires $l rnillion in Workers Compensation lnsurance. Witl $500,000.00 coverage be
sufficicnt?
Response: Yes, Please refer to Clarification #4.
?. Can you confinn if we need to obtairr three (3) achral letters of reference for inclusion with form
CR?
Date Posted: March 16,2020
Page I of2
RFP2020-08 Financial Advistx' Services Addendum #l
V]LL.A,GE OF' KIEY I$XSCAYNIE
Responsc: No, The infonnation on fonn CR will suflice, Proposers should ignore the
requirement for client reference letters.
3. Section 1.2, lniloduction/Background, references this solicitation to pnrvide a youth soccer
progmnl, Can we assune this was a carry over from a prior RFP and should $tate to providc the
services of an lndepcndent Munisipal Advisor?
Responce: Yes. Please refer to Clarification #1.
4. Section 1,4, Eligibility, states that "Respondents must have at least five (5) years of continuous
operation under the same name providing Financial Advising Services prior to the issuance of this
RFP'. ArE firms that have undergone a nams change in the last five (5) years still eligibte for
award under this solicitation?
Responre; Ycs, Please see Clarification # 2.
5. Section 3.3.2F(a). Response/Qualifisation PackagelRequiremenis, requests that Proposers provide
intbrmation on "olvnership, management, adnrinistmtion and coaches". Please confirm that this
is a rnisprint and should be ignored.
Response: Please referto Clarification #5.
6. Please confinn thnt therc is no itenr "J" under Section 3.2.
Responsc: Yes, item "J" has been omitted.
7, Sectiott 3.2L, Conflict of lnterest on pg. 12., states "Limited prefercnce will be given to firms
which do not engage in underwriting''. Would the Village consider removing this language?
Recponse: Yes. Please refer to Clarification #3.
8. The RFP requires submission of tho Public Entity Crimes Affidavit, however, it is not listcd in
Section 4 or Forn RC. Has the affidavit been included with the RFP?
Response: Yes. I'he Public Entity Crinres Affidavit is ncluded under Fonn SEA (Singlc
Execution Affidavit),
Acknowledgemont:rtuVickie I'lall
Natne of Signatory
Viae Plesidenf
'l'itle
March 16. 2020
Date
Signaturc
Hillton Scrrrit lnc-
Name of Respondent
Date Postcd: March 16,2020
Pagc2 of2
RFP2020-08f inancial Advisor Services Addendum #l
VXLLAGE OF KEY tsIISCAVNE
RFP 2020-08
Financial Advisor Seruices
Addendu m #2
Due Date: 2:00 Merch 26-2020
This addendurn is incorporated into and made a part of the above referenced solicitation. The following
rnay include clarifications, revisions, additions, deletions, or answers to questiotts received relative to the
solicitation, which take precedenoe over the solicitation documents. Underlined word(s) indicate
additions. Deletions are indicated by stt'ikethrough.
Clarifications:
l. The Proposal deadline is hereby cxtended to 2:00 PM, March 26,2020,
Acknowledgement:f-f,tuVickie Hall
Name of Signatory
Vice Presldent
-Title
March 16,2020
Date
Signatute
Hilltoo Inc.
Natne of Respondent
Date Posted: March 16,?020
Page I ofl
RFP2020-08 Financial Advisor Services Addendum #2
VXLLA.GE OF' KEY BXSCA'.YNE
RFP 2020-09
Financial Advisor Services
Addcndum #3
Due te: Aoril 2020
'fhis addendum is incorporated into and made a partof theabove referensed solicitation. The following
may include clarifications, rcvisions, additione, doletions, or answers to questions received relative to ttri
solicitation, which take precedence ov€r the solicitation documents. Underlined word(s) indicate
additions. Deletions are indicated by strikethrough,
Clarilications:
l. Due !o the unprecedented effects of the COVID-I9 global pandemic, the proposal
deadline is hereby extended to 2:00 PM, April 9,2020. The Village exploring options to
accept proposals clectroniqally, As soon as reasonably practicable, the Village will issue
another addendum with tirther instructions on how to submit proposals electronically.
Acknowledgement:
Vickie Hall
Name of Signatory
Vicc Presidenl
Title
March 25,2020
Date
t'-fr,t'^
Signature
Hillton lnc-
Name of Respondent
Dato Posted: 3n412020
Page I ofl
RFP2020-08 Financial Advisor Addendurn #3
VTLLAGE ()JF KEY BIISCAYNE
RFP 2020-08
Financial Advisor Senices
Addendum #4
Due Date: Anril9.202Q
This addendum is incorporated into and made a part of the above referenced solicitation. The following
may include clarifications, revisions, additions, deletions, or answers to questions received telative to the
solicitation, which take precedence over the solicitation documents. Underlined word(s) indicate
additions. Deletions are indicated by strikethrough.
Clarifications;
Respondents are to disregard all language requiring physical submisslon of a Response to the Village
Clerk's Office. Physical submissions will not be accepted. All proposals shall be submitted
electronically to procurement@kevbiscavne.fl.qov by no later than the solicitation deadline at
2:00pm on April 9, 2020. Affachrnents rnust not be larger than 50 MB. Failure to follow these
instructlons may result in the disqualification of a Response. lt ls the Respondent's sole
responsibility to ensure its Response has been properly dellvered to the Village.
Acknowledgement:
Vickie Hall
Name of Signatory
Vice President
Title
Anfil7^2O20
Date
Signature
Hilltop Securities Inc.
1,f,1,-*
Name of Respondent
Date Posted: April6, 2020
Page 1 oflRFP 2020-08 Financial Advisor Services Addendum #4
FORMCD
COMPANY DECTARATION FORM
I certify that any and all information contained in this Response is true. I certifiT that this Response is made
without prior understanding, agreement or connections wlth any corporation, firm or person submitting a
Response for the same materialg supplies, eguipment, or services ard is in all respects fair and without
collusion or fraud. I agree to abide by all terms and conditions of the solicitation and cerflfy that I am
authorized to sign for the Pfoposer's firm. Please printthe following and sign your name:
Hilltop Securities lnc.
FIRM NAME
X201 Elm Street, Sulte 350Q. Dallas TX7527O
PRINCIPAI BUSINESS ADDRFESS
214.9s3_8874 71d
TETEPHONE FACSIMITE
vickie.hall@hil Itopsecurities.com
EMAITADDRESS
75-L382t37 N/A
FEDERAI I.D. NO.
OR SOCIAT SECURITY NUMBER
MUNICIPAT BUSINES5 TAX RECEIPT
OR OCCUPATIONAT TICENSE NO.
Hilltop Securities lnc.
NAME
l/iaa DraaiCan*
TITTE
\l
AUTHORIZED SIGNATURE
Form CD
FORM SEA
SINGTE EXECUTION AFFIDAVITS
TnIs rOnru MUST 8E SIGNED ANDSWORN TO IN THC PRESENCE OFA NOTARY PUBLIC
OR THER OFFICIAL AUTHONIZEO TO AOMII{ISTER OATTIS,
THIS FORM COMBINES SEVERAT AFFIDAVIT STATEMENTS TO BE SWORN TO BY THE PROPOSER OR BIDDER
AND NOTARIZED EEIOW. IN THE EVENT THE PROPOSER OR BIDDER CANNOT SWEAR TO ANY OF THESE
AFF|DAV|T STATEMENTS, THE PROPOSER OR BTDDER 15 DEEMED TO EE NON-RE5PON5|8IE AND lS NOT
ELIGIBLETO SUBMIT A PROPOSAT/BID.
THESE SIN6I.E EXECUTION AFFIDAVITS ARE SUBMITTED TO THE VILTAGE OF KEY EISCAYNE AND ARE
STATEMENTS MAOE:
By Viekie Flall Viee President
For (Name of Proposing or Bldding Entity):Hilttoo Securities lnc,
Whose business address lc. 1lfll trlm Clraai €rrila l(flfl llr TX 7q77n
And (if applicable) its Federal Employer ldentification Number (FEIN) ls:75-1382137
(if the entity does not have an FEIN, include the Social Security Number of the individual signing this sworn
statement N/A
Americans wlth Dlsablllties Act Compllance Affidavlt
The above named firm, corporation or organization is in compliance wlth and agrees to continue to comply
with, and assure that any subcontractor, or third party contractor under thls project complies with all
applicable requirements of the laws listed below including, but not limited to, those provisions pertaining to
employment, provision of programs and services, transportation, communications, access to facilities,
renovations, and new construction.
r The Amerlcan wlth Disabilities Act of 1990 (ADA), Pub. L. 101-335, 104 Stat 127, 42 USC 1210112213
and 47 USC Sections 225 and 661 including Title l, Employment Title ll, Public Servicesi Title lll,
Public Accommodations and Services Operated by Private entities; Tltle lV, Telecommunications;
and Tltle V, Mlscellaneous Provisions,
r The Florida Americans with Disabilities Accessibility lmplementation Act of 1993, Section 553.501-
553.513, Florida Statute$:
r The Rehabilitation Actof L973,229 USCSection 794;
r The Federal Transit Act, as amended 49 USC Section 1612;
r The Fair Housing Act as amended 42 USC Section 3601'3631,
Proposer lnitials
ForM SEA
Fublk fntltv Grimer lffilatft
I snderstgnd that a 'puhlic entity crirfie",as defined in FarsEraph 287-133t11{g}, FloriCa Stgtut€s, fiieans a
violation of any state or federal law by e person with respect to and direc*ly related to the transaction of
businesswith any. publie entity or with 6n agcncy or politiefll subdividcn of any otherstate orof the United
State$, including but net limited ta, any hld or eonract for goods or services ts be,provided to any Bublic
antity or.an ag€ncy.or political subdivisio-n of any otheF:sttrt€ sr of the Jnited States and invslvinE antitirl$t,
fraud, theft, bribery" collusion, racketeerfng, consplracy, or mat-erial misrepresentfltisn$.
I understand that "coBvic,ted" or 4mnviction" as deflned, in Paragmph 2s7.xl3{l}{b}, Florlda $tatutes,
rnBans a findihg,of guilt or a convic*ion of a public entity crimei with orwithout an adJudication of gullt, in
any federal er state trial $---------------ourt of recsrd releting to chargss brought by fndigtrvrent or lnfurmation after luly
I" 1989, a$ a r,esult of a jqtT verdicti oon-iury trial. or entry of a plea of guilty or nols eontendere,
I understand that an "effiliate" as,deflned {n Paragraph 2g?.ltgt1}{a}, Florida Statutes, means!
1, A predecessor or successcr ola person convicted af a puhlic entity erlmel or
2. An entity undeilthe control of any natural person.wfro is active in tha managernent of the entity and who
has been convlcted uf "a publiu entity crlme" The term "affiliate' inclrldes those officerc, . directors,
$(€crttive& parffiHn shareholder,q employees, members, and agents who are astive in the managrmentof
an affXllate' The ownership by one penon of xhares constituting a conrrolllng lnterest in another psr.son, or
a poafing'of sguiFmerit or lncor*e arnonB pef$ons when not for falf marhat value under ah arm,s length
agreement shalt he a prima facie ease that sne per.sorr controls another person, A person who knowlngly
entEr$ lnto a io{nt venture wlth e pe.rscs who has been cgnvicted of a public entity cfime in Florida durlng
the.prece_dlng 3$ months shall be,considered an afflllate,
I undemtand that a "person" as deflned in Farrgraph 2S7.il13(tXnl, Florida Statutes, means any naturat
person or enti$ crganired under the laws of any ittate or of the Unlted States with the legel power to enter
into a, binding contract and which bids or applies ts hid on contracts far the. provision of goods or services
let by a, public antity, or which othenuise transacts or applies to transact husiness wfth a puhllc entity. The
t€rm "peffion" ineludes those offirers, directors, executives, and part-ners, shareholders, employees,
membrrsr and agents rrvho are actlue in managemeilt pf an entity.
Based on information and beliefr thestatemErit, which I have marked below, is true in rtfations to the entity
submitting this sworn statement.
{lNDlcATE WHICI{ S?ATEMEfTTT ApF$95.}
ht trteither the entig sr.lbrnitfing thls swsrn staternentf oor anv of its officers" director$ executlves,
partners, shareholders, employee; merrbers. or aEsnts who are aclive ln the managernent of the entity,
ner ahy Efftliate sf the entlty has .been charged with ad convicted of a public entfty crime subsesuent te July
t,19gg.
[ ] fne antit]r submittipg this sworn statemenb or one of mora of its officsrs. directors, execu$ves,
FsrmStA
Fartner$, shareholders, ernploynes, meinhers, or egan$ whs *re aGtive in the manfigetnent of the en$ty, or
an affiliate of the dnttty has been charged rnith and convicted of a Bublic entity crime subuequent toJuly L,
1989.
I I Ttre entity .suhntitting this $tivorn Statement, or ons on more of its officerr, directofr* Axs$$ti\.esr
pcrtneni, sharehEldere, emplsyees, me$bers. or agents urho gre eutive in the manogtdment of the entltyr or
an affiliate sf the EiltiV has been charged with and esnvicted of a publie entity cr'ime subseQuintto JulV t,
1980, tlonrever, there has been a subsequeht proeecding'bsfare a tlearing Of$cer.of the State of Florida ,
Diuision ui Adrrinistrative tlearifiEs and the finai Order entered by the Hearing Offieer determtned that it
was not in the public int€f€ t to Flace the eBtrty submitting this sworn statemeni on the convicted vendor
list (attach a copy of the finsl oderl.
I understand th*t the submission of this fsrrn to the contracting offieer for ttre publlc Entity,identifted in
paragraph 1 above is for that public entity orrlrl and that this fonn i5 valid through' December 31 sf the
calendar year in which it ir.fllqd. I also understand that I am required to inforrn the public enttty prior to
entering into a contragt ln ex€ess Of the threshold arhount providsd'in Stction ?87.017, Florida statutes for
category tvrro of any cfrange in the inforrnation esntelned in tfrlr forrn.
vh
Froposer. lnltials
flo Cenfiirt of ln&rsst or Continsent Fse Affideril
Froposer wanants that,nclther it nor any princlpal, employee, agentr representative nor family mernber has
paid qr wlil Fay any fee or ccnsideration that is €ontingent on the awartl sr execution of a contract arising
out af this soNTcitatfon. Froposer aNso warrants that neither it nor any principal, emploYgel agent,
represefltative norrfarnily member has pr.ocured or afiempled to prceure this csntract in vioNatisn otrany of
the pravisione of the Miarni.Dade County conflict of ir*erest,or code of ethics ordinances, Further, Propose r
acknowledges tha_t nny violatlon of thege ilartants will result ln the termination Ef the cortract and
forfeiture cf funds paid or to he paid to the Froposer should the Proposer be selected for the performance
of thissontract.
ProBoser tnltial$
Busincss Entitv Affidauit
Propose r hereb{ recognines and aertifies,that no Elected.ofFcial, board rnember, cr ernployee sf the Vlllage
of ltey Siscayne {the " Villageo} shall have a.flnancial interest dl$ctly or indirectly ln thls trsfisaction or any
Eomp6nsation to be peid under or through this trensaction, end further, that no Village employee, nor eny
elected or appolnted officer {including Vi}lage board rnembeel of the Village, nor any $Foult, Bafent or
child of sueh employee sr elecrted'or appointed officer of the Village, may be a partner, offieer, dlrector or
prsprietor of .Proposer or Vendsr; and further, that no such Village employee or elected or appoinGd
offier, or the spouse, pafent or child of any of them, alone or in combination, moy have a material interest
roffnSE*
vh
in the llendor or,Proposer Materiaf :interest,llrE{ills dlrect or indircct ornrnenship cf mpre than 5g6 sf the
total assets' or erpital $tock,of the Pruposer. Any exmption to thesg ailsve described restrictjons mu$t be
expressly provfded bf applimble law or ordinance "and, be confirmed in rurlfing by Wllage , Further," Proposer
recogoizes that with respeGt to this transaction or bld, if anv PropotEr violates or ii e party to a viotatiqn of
the ethics ordinanees or rules of the Village, the provisions of Miami.Dade County Code Section ?-1!..1, as
appliclhle to.Village, or the provislons of Chapter 11I, part lll, Fla. $tet,, the Code of mhics for public
officqrs and E-mployees, such :Frcpo.ser may be.disquallfied frorn furnl*ring the goods or servioes for which
the bid or proposal ls submltted rnd malt be funher dlsqnalified from submittlnE'anv future bids or
pr0posalsfor ggods orsgrvlces ta Village.
vh
Froposer lnitials
JtnsGolluslon AffldevNt
r, FroposerlBidder has personal knowledge of the maffqrs set ferth $n itg ProporaUBfd and is fully
informed reEpecting the prepamtisn and contents of the attached Froposal/Bld and all penlnent
eircumstance$ resp€ctistg the PrqpoaauBid;
2. The Proposat/eiU is genuine and is not a collusive or.sham proposaVBid; and
3" Nelther' the Proposet/Eidder nor any of i* ofiiters, partners, own€rsr agents, r€present€tfue5,
employeet or parties t'n !fttere$t, including Affiant, has in Eny wry mlluded, consplred. connived, or
agreed, directly or indlrectly with eny other Ffoposer./Bidden finr; or Fsron to submit a colluslve or
sh*m FroposallBid, olhas in any mgnner, directly or indirectly, sought hy EgreernEnt or collusion or
communication or conference with any other Proposer/Bidder, firrr. or person to fix the price or prices
in the attached FroFosnU8id sr sf arry other Fropose#8idder, o'to fix any overluad, prcltt, or eost
element Qf the Pfoposal/Fid pric* ar ths ProposallBid price of any other Proposer/Sidder, or to cecure
thrcugh any collusio& idnsFfracyr 66nnivAnce,or u*laWful agr€Emint any advantage against the Vlllag€
of Key Biscayne dr any person interested $n the proBosed Contract,
vh
Proposerlnifials
Sgrutinliqd C.onfi nv C€$iliesrioa
1, Proposer certtfles that it and lts suhenntr"act€rs are irot sh the Strutinized eompan$es that Soycou lsrael
List Pursuantto Sec-tign 287.135, F;S., the Village may immediately terminate the Agreementthat rnsy
result ftom thfs RFP at lts sole optisn if the P.roposer or its subcohtr€ctoig are fsund to have submitted
a false certiflcatiou or if the Proposer. er its subcontractors aFe placed oil the Scrutinized Companies
that Boycott lsrael List or ie engaggd in tfre boycott qf lsrael during the term of the Agreement.
A. lf thp A8feement thatr may result from this RFP is {or more than one million dollars, the Prcposer
certiftes that it End its suhsontraetors are also not on the Scrutinized Companiei with Artivities in
Sudafi, scrutinized Companies rluith.Aetivities ln the lran P.etraleurn Ene6y Sector U',st or engaged rarith
business spergtlons in Cuba or Syrla as ldentifed in Section 28?.:35, F,5. pursuant to S.ection ZS?.19S,
F.s;, the Viltage mly immediately termlnate the Agl€cment that ilay result frorn this RFF at its sole
oFtion if the Proposer.n its affiliates, or its suhsontiactori arc fosnd. to have submltted * false
Forro SFA
sertifimtion; or {f the Fmporer, its affiliates, or its subcpntractors are placed on the Scrutlnired
Cornpanies wlth Activities in Sudan Lirt srScrutinized Connpanlrs wlth Ac'tivities in the'lran Fetroleum
Energy Sector List, or engaged with business operations in Cuba or Syria during the term of the
Agreement
.3. The Propo*er'igrses to obterve the above requisernents fur applicii$le subcontract* entered into fot:
the perfomance of wo* under the {greementthat may result from this RFP, As prouided in Subsection
28f.XAEFl, F,S,, if fedEral law ceases ts suthork€ the above.stnted contracting prohibitiuns then they'
shall become inuperative ,
uh
Pnopoeer tnitials
f,shnou.dadirnsnt lfrlartanhl. *nd rf,fica$tanr;q
1. Consultant warrants that it is willing and ablo to EanplT with allapplic*ble state of Ftorida laws, rules
and regulations.
?, Consultant wanants that it has read, understands, and is wllling to comply wittr alN requirernents of RFF
No. lQd&(H -ffnandal fidvisor and any uddendum/addenda related thereto"
3, Consultant warrants that it wltl not delegate or subeontract its r€sponsibilities under an agrsement
withoutthe priorwfitten pennlssion of the Village Council orVillage Manager, asaBplieable,
4. Consultant waffents that all informatian Frovided by lt in eonsettion ruith this Froposal is true and
accurate.
,, Th-
Proposer lnitiafs
E+rth ln Nsotlation C+rtlflr*lon
The Consultant hereby certifies, covenaflts, and wanentsthat wqge rstss and other factual unit costs
supporfing tha compensatian for this project's agreernent are ecqur€te, cornplgte, and currcnt at the timc
of mntracitirg.
The Consultant furtlreragrees that the eriginAl agreer;rent price and iny additions theieb shall be adjuste-d
to axclude anysignificant sums by which theViflagedetermines the agreement prlce tilas increased due to'
inaccurate, incornplete, or noneurrertt wage rirtes and other facluattnit cgsts. Alt sudt agresfn€nt
adjustrnents shall be made tuithin {1} year following the end of the contract. For purBoses of this certificate.
the end of tfre agreement shall he deerrred ts be the date of thefina{ hllling or acce$Ence of the work hy
the Village, whichever ls latet.
]b-
ResFondent tnitisls
$uom Sirnature of'Prooffilns, Erttlhr ngpflBsentetfuG an{l f{otarhetlsn
fnr all above,Affldeuls fsllotn on .tha ncm oileen
Farln SEA
ln the presence of:
lill Print Name: Andre Ayala
Wltness fr2 Print Name: Scott Blickensderfer
Signed, sealed and delivered by:
V,L-
personally appeared Vickie l.lall
Prlnt Name:Vickie Hall
Tltle: Vice President
2039_, before me the undersigned,
whose name(s) is/are subscrlbed
ACKNOWTEDGMENT
State of Texas
County of Dallas
On this 15th day of Ma
to the within instrument, and he/she/they acknowledge that he/she/they executed lt.
Wltness my hand and officlalseall
Notary Publlc (Print,p, orType as Gommirsionedl
_J_Personally known to me; or
_Produced identlflcation (Type of tdentification
_Did take an oath; or
_Did not take an oath BROOKERPENNY
3-gt8431*IIDNctary
ExPlt€8commFshnMy
20222gOcl.
Form SEA
FORM DD
DISPUTE DISCTOSURE
Answer the followiltg questions by placing an "x" after'^fes" or 'No". lf you anstrrer "Y€s", please explain
on a separate sheet attached to this form.
1. Has your flrm or any of its officers, received a reprimand of any nature or been suspended by the
Department of Professional Regulations or any other regulatory agency or professional associations within
the last five (5) years?
See attached explanation. txl vES [ ] NO
2. Has your firm, or any member of your firm, been declared in default, terminated or removed from a
contract or job related to the services your firm provides in the regular course of business within the last
five (5)years?
See attached explanation. t I YES XI NO
3. Has your firm had against it or flled any requests for equitable adjustment, contract clalms, Bid protests,
or litigation in the past five (5| years that is related to the services your firm provides in the regular course
of buslness?
See attachsd cxplanation. txl YES t I NO
lf yet state the nature of the request for equitable adjustment, contract claim, litigation, or protest, and
state a brief description of the case, the outcome or status of the suit and the monetary amounts of
extended contract time involved.
4. Has your firm or any of its officers, been under investigation, charged, or convicted by any law
enforcement agency or public entity for violations of the law, other than traffic violations?
[ ]YES txl No
5. Has your firm, or any of its principals, failed to qualify as a responsible Proposer/Bidder on any
solicitation in the past five (5) years?
[ ]YEs klNo
6. Has your flrm, or any of its princlpals, declared bankruptcy or reorganized under Chapter 11?
I I YEs k]No
I hereby certifi/ that all statements made are true and agree and understand that any misstatement or
misrepresentation of falsification of facts shall be cause for forfeiture of rights for further consideratlon of
Firm:Hilltoo Securities ln
Prlnt Name:Vickie Halt Oate: March 15,2020
Tltle:Vice President
Form DD
FOBM DD
DrsFUTf HSGTOSUR$ *trDtTt0ilfit CXpt *NAnONS
3' HBs your fitm or iiny of its officers, fec'Eived a reprirrand of any nahrre or been surpended by the
D€partmcbtof ProfessionalRegulatlohs orany other regulatoryagency orprofussionelassociatio*s wtthin
the lastfive {5}yerr.s?
Y3$, From firne"ts tlr$e in tlre ordinary qouffe of its businessn Htlltop$ecurities ls calbd.upon to
respond ta inguiries or,is subJectto investigatlons or proceedings bV federal, rtste.or. lnduitfy'self-
regulatory organirations. Ta the best oJ our knowledge, i*fsrmation snd belief based upon the
fas{s availdble at thls time, there is ns threalened'or pending lnquiry investigatiorl, or regulatory.
pr'oceedlng that we belleve wo$ld have a rnaterial aiverge irnpact on the ability of
$lllttsp$gcurities to perforrn public finance advisory s€rvices. The Finarlcial lndustry negulatory
Authsrlty {FtNsA} maintains,e ,Fublic database known as Brsker€heek$ that discloses reponable
regulatory matters forflllltopgeeuritie$, BhkerCheck@ ma,y he found at wurw.FlltRA.arg..
2. llas yeur firm, or rny member of your flrm, been declared in defa$h, terrrrinated sr remsved fronr a
contrqcl orjob related ta the services your lirm prouides in the r*gul*r,eour$e of business within the last
five (5) years?
'l{Q" Yhe firm has not been declared.in default, and the {irvn tras not been terminated or rpmoved
fr.om a contrast orJoh based on the actions of theflrm,
3'Hasyolrfirm hsd agalnst itorftled any requestsfsr'eggltableadjustment,,q$ntract clalntsr Bld prCItgsts",
orlltigFtion in the pastflve {3} yerrsthatis releted to the $ervices for,r firm provides in the regularcours€
of business?
Yris. Ffom tlma to time ih the ordinarv co$rss of its,husiness, HllltopSecUrifies is involved,in clvll
legal proneedlnge"and arbitntion proceeding* concerni$g matt€rs artsinB in connectisn witb ths
conduct of its busine*r.. T"e the best of qur lrnowledge, infcrmati"on and belief .based upon the
facts amllable at this tims, there is nothreatened or:pending liflgation or arbirafion proceed?ng
thiltwe betieve'woUld have a meterial adverse impact on the ability of Htlltspsecurities to Ferfsrin
public ftnanff'aduisory servicas. Infownatioo regarding regulatoly malt€rs and litiEatipn in
coRnection'with the llilltEp$ecuritie*r provlslan of flnancial adviror,y rervlres is:set forth in the
Municipal Advisor Dlqclosure Setement lncfuded whh the f(yrn's f,mposal as ErtltJt I.
APPENDIX B:
Certificates of lnsurance
@ 2020 Hllltop Seouritlee lnc. All dghte reserved. Member FINRA/SIFCNYSE
CERTIFIGATE CF LIABILITV INSURANCE
CERTIFICATE TS A$ A IIIIYTSR OF ATIE CONFERS IIO RIGHT$ UPqN THE CERNHCTTE HOLI}ER THISGERRFICATE DOES HUIT AFFIRIIANVELY OR HEGATIVELY A$ENq EXTENT'OR AL?R THE FtrVERAGE AFFOROED BY NTE POLIGIESEEL6W. tHg CERTIFICATE OF HOJ COIISTITUTE A GoNTRACT EETWEEN THE ISSUING INSURER(S), AUTHORTZEOREFRESENT&IIVEOR AT{DTHE TE HQLDETT
lf gn m$8t.hatrg orlf $uBRotrATloN tS.WAntEE, sublsct to.the termg.snd af ea*eln pollatres may rcqulra ail sndorcement. A Blstd[i6nt on
Fnouu-cEn
Roach Hosera S{tib & Bartoa
8750 N Centrel &qrsess!f,ey, Suita 500
DaLI.d flt, ?5431
IN3I'FEDxJ.lltop,tEcur{t,{cr Aqtr.(UrgF f.T{cEilltop Sccuritle€ trEc.Ettltop ${c$rltisd *Epct Eaaagqcat, &tc1t01 nla gtrsat, #S5oO
DelLas :rtt ?52?0
(1rt I tri-cnr,r
LISTED
1{9?3
TflF T}IE
MAY BE IS$UED
AND CONDITION8
OR
sFsucil
TO
..}iEREIN VSIIGH THIS
THE TERillS,
CAil*ME}AL OEI{EFIL LIAEIL}TY
|sume*reb;"- Trra**
6f;f{I AGSFEGATE LIMfTl*'l pasL I JEUT
APFTIS$ F[R:
L-' LOC
_l
POLtCy
ANY.ATNS
ordfiE$
AUTOfiOHIY
}IIREE
A$T06 ONLY.
$cHEou[EoAtlr$8
f,l0t{.Oytlfil€O
At TO€OntLV
oceilR
DESCHEIIO$ OF OtERAltOt{*t LocA'lloit8 t rJElilclit 14rqpp 1e1,*{.tlrlfltsl f,fitriltr flghldulb, mrg !!lorlhorl lf mErulprw lgtc4ts'{dl
*
6&t5lmffrDDryYyYl
ft$,*r-rt?ff:gr* l*2701
hlruhsnCr$_ €CESi+ ty lsg'
Sslea gtu8r!
7{{-
eou
,ggrglg!_-$*grs
r}tg]!|FlFR[.r
- !!FTREE{8) A@oj|q€qrEEgqE
lEq€oxAti & ADV lltJtlRY
GEiIFRAI SGGFEG^TE
{so
g
T
t
EOBILY |$$JIJAY {Pef gEedsnu
I
l
I
gODltY INJURY (Fer psisqnt a
,fiErl
t ta$toecuRnunrcs
:AsqBgg4rE"-
ulrsBKERB COilPEI|lSAtlON
AnD EilPLoiEks.LnatuTf,YJ
lirtA
I I
I
n
E.L D]SEAEE.PELI6Y LiMIT ' s
gsrollr and @dfe{pnp torlaalgl
I
I
aTlgtl'202rGl3fl'9tsS0:.Nl :07 t
I
5,o$sr sos
5, S00,000
sltouls At'lyop qlg 66Q\E DE$C.f,tgEp poltctE$ FE gAttcEtttB BEFORETHE EXPIRAT|O|! DAIE THEReOF, NOTTCE hflLL BE DELTVEREO til
ACCSRITTNCE lltfl-r{ T}tE psLlcy FRovtstot{g,
B*.+ a-rJtr
AUff ON PE$ FEFRESiII?AIWE
Por XaforlBiltio[ OnlyCsts{!: $o Ri.gbts .bo S('ldgr
rsE rs'rtAcoRF
ACORD 25 (20{0103}Yhe *COBO nama fnd logo nru regiatgmd mer-ks uf ACORD
All tlglll* nresrved.
CERTIFICATE C(}VERAGEs OVHRFLOW
Etllto? gecurj.tlag goldLngs l,le
05125y'r0r9
ADEITIOHATCOVERAGES
5t?0
(3r{} 859-f,trt
CtRTlflC,ATf IIUMBEFT ce* rD ru9?1
lttlrtg@ttrt, lrlrc
REiIISIOFI iIUMBER:
PNODUCER
.norcb llo$rrd slth & lartei
E?50 lt esDtral tFftrr€€triry, 6uito 500
Drllar Tr ?5e31
COT{TAffilIME
lla!.dd Sturrt
PHOt{FtAtC, Nof Erit}:
(rtal ?4it-t?0{
masn
ITT TTFIOFIIllUNAilCE
EDOL
INSF
SUBfi
urvD potlcY$tMtff
Por.lc'IsF
{ilrM/DDlYYw}
POUfl€XP
IrmrDonwYl
Exe6.. lrrorB & Ol!furlgnr Er,It?10005rd oTlauzpts 07 lo1.t2o2a $ 5,ooo, oot
f 5,ooo,oot
!{ELt.
$
$
s
s
$
I
$
f
s
$
s
$
$
$
$
$
Certificate Coverages Overflow { XV2010}
CERTTFICATE OF LIAEILITY Ii.ISURANCE
500
Dallae IJi ?3331
tilguREpAilluop Scsrrrl?lgp fioldtagr IrIrC
, A*lltop E€surlEi,er Inilogandant Nat$orrk Isc.
i S.t:.I.tq! ggqrlrlqlrs tnd.
i180X Eln $trs*& *3500
Oal,}'ag. f,l( 73e10
,trr{} 859
OTT MAY
oF$l,lsH
ARt'AU?O
ow{80
ATJIcSONLY
I{IRED
AUTOgOTTjLY
SCHEDUTEO
ATJTOS
rson{rlllttwr}
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EXHIBIT 1:
Municipal Advisor Disclosure Statement
HilltopSecurities
A Hilltop l.loldings Company-
@2020 Hllltop Securities lnc. Allrights reserved. Member FINRA/SIPC/NYSE
HilltopSecurities
a Hllrop,oldhgr conprny
,*
Municipal Advisor Dlsclosure Statement
This disclosure stalement is provided by Hllllop Securilies lnc. ("the Firm") and provides tnformatlon regarding conflicts of interest
and legal or disciplinary events of the Firm that are required to be dlsclosed to pot:ntiat cilents pursuant to MSRa Rute G-42.
PART A - Dlscloeures of Conflicb of lnteregt
MSRB Rule G-42 requires lhat municipel advisors provide to iheir clients disclosures relating lo any actual or potenlial material
conflic'ts of interest, including certain categories of potenlial confliqs of interest identified in Rule G-42, il applicable.
Matetial Conlllcl€ of lntarcst - The Firm makes the disclosures set forth below with rsspec't to material conflicts of interest in
connection with the provision of municipal advisory services, together with explanalions of how the F1m addresses or intends
to manage or mitigale each conflicl,
General Mitigations - As general mitigations of lhe Firm's csnflicls, with respect to all of the conflicts dlsclosed below, the Firm
mitigates such conflicls through its adherence to ils tiduciary duty to clients, which includes a duty of loyalty to clients in
performlng all municlpal advisory activities for clients. This duly of loyally obligates the Firm lo deal honeslly and wilh the utmost
good falth with clients and to act in the cllent's best inlerests without regard to the Firm's linancial or other inlerests. ln addition,
because the Firm is a broker-dealer wlth oignificant capilal due lo lhe nature of its rverall busineas, the success and profltability
of the Firm is not dependent on maximizing short-term tevenus generated from ndividualized recommendations to its clients
but instead is dependent on long-term profilability built on a foundation of integrity, qualily of service and strict adherence to its
fiduciary duty. Fufthermore. the Firm's municipal advisory supervisory structure, leveraging our long-standing and
comprehensive broker-dealer supervlsory processes and prac{ices, provides slrong safeguards againsl individual
representalives of lhe Firm potenlially daparling fiom their regulatory duties due to personal interests. The disclosures betow
describe, as applicable, any addllional mitigations that may be relevant with resp*t to any speciffc conflicl dlsctosed below,
l. Affiliate Gonflict. Ths Firm, dlrectly and through affillated companies, provUes or may provide servlces/advice/producte
to or on behalf of clients lhat are related to the Firm's municipal advisory Ectivltiee. First Southwest Asset Management
(FSAM), a SEC-registered afflliate of lhe Flrm, provides post issuance serrices including arbitrage rebate and treasury
management. FSAM's arbitrage team verifies rebate and yield restrictions on the inveslments of bond proceeds on behalf
of clients in order to meel IRS restrictions. The treasury management divbion performs porifolio managemenyadvisor
seMces on behalf of public sector clients, The Firm, through affiliate First Southwest Advisory Services, piovldes a multi-
employer trust tailor-made for public entitiee which allows them to prefund O:her PoslEmployment Benefit liabilities. The
Firm has a structured products desk thal provides advice to help clienls mitigate risk though inveslmeni management, debl
management, and commodity price risk managemerrt products. These products consist of but are not llmited to swaps
(interest rate, currency, commodity), oplions, repos, escrow structuring and strer securiti€s, Continulng disclosure services
provided by the Firm assists issuars in meeting disclosure requirements set forth in SEC rule 16c2-12. Services inelude
but are not limlted to ongoing maintenanca of issuer compliance, automalic tracking of issuer's annual filings and public
notification of material events. The Firm adminielers two government invastment pools for Texas governments; the Short-
Term Asset Reserve Fund (TexSTAR) and the Local Govemment InvestmentCooperative (LOGIC), These programs offer
Texas governmental enlities investmenl options fortheir cash management p-ggfams based on the Bnlities' specific needs,
The Firm and the aforementioned affiliates' business with a client could create an incentive for the Firm lo recommend to a
client a course of action designed to increase the level of a clienfs buslness actlvlties with the affillates or to rccommend
against a course of actlon that would reduce or elimlnete s cllenls business actlvities with lho afllllales. Furthermore, this
potential conflict is mitigated by the fact that the Flrm and afllliales are subject to lheir own comprehensive regulatory regime
as members of multiple self-regulatory organizalions in which cornpliance is verilied by not only iniernal lests bul annual
external examinetions.
il.Other Municlnal Advlror or Undenrrl0no Rglationghloa. The Firm servrs a wide variety of clienls that may from lme
to lim€ have intereste that could have a direct or indirect lmpact on the intsresls of olher clienls. For exampll, the Firm
serves as municipal advisor to other clients and. in such cases, owes 6 regulatory duty to such other clients just as it does
to all of its municipal advisory clients. These othff clients may, from tile to time and depending on the speciflc
circumstances, have compeling inlerests. such as accessing lhe new issue market with the most advantageous timing and
wlth llmited competition at the lime of lhe offedng. ln acting in lhe interests of lts various clients, the Firm coulO potentialty
face a conflicl of inlerest arlsing from these compellng client interesls. ln other cases, as a broker-dealer that engages in
undenrritings of new issuances of rnunicipal securities by other municipal enlities, lhe inlerests of the Flrm to achilve a
successful and prolitable undenrvriting for ils municipal entity undennrriting c iente could potentially conslitule a conflist of
interest il as in the example above, the municipal enlities that the Firn serles as undenuriter ormunicipal advisor have
@ 2020 Hilltop Securtties lnc, All rights reserved. Member FINRA/SlpC/NySE
,*HilltopSecurities
A )llltop lloldfEE Comp.ny
competlng inter€sts in seeking to access the new issue rnarket with the most advantageous timing and with limited
competition at the time of the offering. None of these olher engagements or relationships would impair the Flrrn's abillty to
fulfill its regulatory duties to any specific client.
lll. Sccondarv Markat Transactlona in Clienfs Sccuritieg. The Firm, in connection with its sales and lradlng activltles, may
lake a principal position in securities, including eeflrities of its clients, and lherefore the Firm could have interestg in conflict
with a client wilh respect to the value of the client's securities while held in inventory and the levels of mark-up or mark-
down that may be available in connection with purchases snd sales lhereof. ln partlcular, tho Firm or its affiliates may
submit orders for and acquire a rnunicipal advisory client's securitles issued in an issue under a municipal advisory
agreement from members of lhe underwriting syndicate, either for its own account or for the accounts of its customers. This
activily may result in a conllict of interest with the client in that it could creale the incentive for lhe Firm to make
recommendations lo the client that could result in more advantrageous pricing of the dient's bond ln the marketplace. Any
such conflic,t is mitigated by means of such activlties being engaged in on cuotomary terms through units of the Firm that
operate independently from the Firm's municipal advisory business. thoreby reducing the likelihood that such investmenl
activilies would have an impac{ on lhE services provided by the Firm to any client under a municipal adviaory agreement.
lV. Broker.Dealar and lnvertmgntAdvfsorv Euglnecs. The Fim is dually registered as a broker-dealer and an investment
advisor that engages in a broad range of securities-relatsd actlvities to service its clients, in addition to eerving as a municipal
advisor or undenrriter. Such securilies-relaled aclivities, which may include bul are not limited to the buying and selling of
new issue and outstandlng securities and inveslment advice in connaction with such securitios, including Eecurities of lhe
Firm's municipal advisory clients, may be undertaken on behalf of, or as counterparty to, the client, personnel of th€ client,
and current or polential investors in the securities of lhe client. These other clients may, from time to time and depending
on th6 specific circumstances, have interests in conflict wilh those of lhe Firm's municipal advisory clients, such as when
their buying or selling of the municipal advisory clienf s securities may have an adverse efect on lhe market for the munlcipal
advisory client's E€curities, and the interests ol such other cliente could create the incentive for the Firm to make
recommendations to the municipal advisory client thet cnuld result in more advantageous pricing for the other cllents.
Furthermore, any potential conflict arising from lhe Firm effecting or othenilise assisting such other clients in conneclion
wlth such transactlons is mitigated by meane of such activities being engaged in on ostomary terms through units of the
Firm that operate independenlly from the Firm's municipal advisory business, thereby reducing the likelihood that lhe
interests of such other clients would have an impact on the servicea provided by the Firm to its municipal advisory client.
V. Comnensation.Ba$d ConfllctB. Feee lhat are based on the size of the iseue are contingant upon the dolivery of lhe
issue. While this form of compeneation is customary in the municipal securities markst, this may presenl a conffic,t because
it could crcate an incentiva for the Firm to recommend unneeessary financings or financinge that are disadvantageous lo
its cliants, or to advise clients to increass lhe slze of the issue. Thls conflict of interest is mittgated by lhe general mitigations
described above.
Fees based on a fixed amount are usually based upon an analysis by the client and the Firm of, among othar lhings, the
expec{ed duration and complexity of the lransaclion and the scope of municipal servic.es to be performed by the Firm. This
form of compensatlon preeents a polential conflict of interest because. il the transaction requires more work than odginally
contemplated, the Firm rnay suffer a loss, Thus, the Fimr may rscommend less time-consuming altematives, or failto do a
thorough analysie of altematives. This conflict of interest is mitigated by lhe general mitigations described above.
Hourly fees are calculated wilh, the aggregate amount cqualing the number of hours worked by Firm personnel times an
agreed-upon hourly billing rate. Thie form of compansalion presents a potenllal conflict of interest if tha client and the Firm
do not agree on a reaeonable maximum amount at lhe outget of the engagement, because the Firm does not have afinancial
incentive to recommend alternatives thal would result in fewer houts worked. This conflid of intereet is mitigated by lhe
general mitigations described above.
PART B - Discloeureg of lnformation Reoardlnq Leoal Events and Dlgclollnan Hlstorv
MSRB Rule G.42 requires that municipal advisors provide to their clients certain discloeures of legal or disciplinaty events
material to its client's evalualion of the municipal advisor or the integrity of the munlcipal advisor's management or advisory
personnel.
Accordingly, the Firm Bels out below requked disclosures and related information in connec-tion with such disclosures.
l. Material Leoel or Dirciplinarv Event. The Firm discloses the following legal or disciplinary evenls that may be material
to a client's evaluation of lhe Firm or the integrity of lhe Firm's management or advisory personnel;
@ 2020 Hilltop $ecurities lnc. All rights reserved. Member FINRA/SIPC/NYSE
,mHllltopSecurities
A Hllliop thldhet Comprny
For related disclplinary astions please refer to the Firm's Broker0heck r,rebpage.
The Firm self-reported violalions of SEC Rule 15c2-12: Continuing Dbclosure. The Firm settled wlth the SEC on
February 2, 2016. The firm agreed lo retain independent consultant and adopt lhe consultanfs finding. Firm paid a
line of $360,000.
The Firm settled with the SEC in matters related to violations of MSRB Rules G-?3(c), G.17 and SEC rule lSB(c)
(1), The Firm clisgorged fees of $120,000 received as financial advisor on the deal, paid preJudgment interest of
$22,400.00 and a penalty of $50,000.00.
The Firm entered into a Settlement Agroement with Rhode lsland Commeroe Corporation. Under the Setlement
Agreement, the firm agreed to pay $16.0 milllon to seltla any and all claims in connedion with The Rhode lsland
Economic DevelopmentGorporation Job Creation Guaranty Program Taxable Revenue Bonct (38 Studios, LLC proJect)
Series 2010, lncluding the lltigation thereto, The case, filed in 2012, arose out of a failed loan by Rhode lsland Economic
Development Corporation. The firm's predecossor company, First Southwest Company, LLC, was one of 14
defendants. FirslSouthwest's engagemenl was limited to advising on the slructure, terms, and rating of lhe underlying
bonds, Hilltop settled wilh no admission of liability orwrongdoing.
On April 30, 2019, the Firm snterad into a Set$ement Agreement with Berkeley County School Districl of Berkeley
County, South Carolina. The case, ffled in March of 2019, arose in connoclion with certain bond lransactions occuning
kom 2012 to 2014, for which former employees of Southwast Securlies, lnc,, a predecessor company, provided
financial advisory services, The Firm agreed to disgorge all financial aduisory fees related lo such bond transactions,
which amounted to $822,966.47, to seltle any and all claims, including llligation thereto. Under lhe Setilement
Agreement, the Flrm was dlemissed from the lawsuit with prajudice, nc additional penalty, and wilh no admission of
liability or wrongdoing.
ll. How to Acceg3 Form MA and Form MA-l.Filinos. The Firm's most recent Form MA and each most recent Form MA-l liled
with the SEC are available on the SEC's EDGAR system at Foms MA and MAJ, The SEC permits cortain items of
information required on Form MA or MA-l to be provlded by reference to such required lnformalion already filed by the Firm
in lts capacity as a broker-dealer on Form BD or Form U4 or as an investmont adviser on Form ADV, as applicable,
lnfotmation provided by the Flrm on Form BD or Form U4 is publicly accessible through reports generated by Brokercheck
at htto;//brokercneck.firya.orf,{, and lhe Firm's most recent Form ADV is publicly accessible at the lnvestment Adviser Public
Disclosure website at http;/Ailww.adviserinfo.sac,oov{. For purposes of accessing such Broke€heck repods or Form ADV,
click previous hyperlinks.
a
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@ 2020 Hilltop Securities lnc. All rights reserved. Member FINRA/SIPC/NYSE
A)$TIBIT i'Bt'
S'EE SCHEITULE
The $gtes ryeoified below ehall bc in.effect for the entlre term of the Agreement, including any
rensw?rl or eictcnsion tgrm{s), unles$ etherrrvise.expressly .stated below. Any goods or services
nequired undpr this Agneement fslwhich no speeific fee or cglt iq stryre.s"$ly stated in this Fee
Sahedule shalt be deerned to be furcludsd,.at no exta costn witbin the costs and fees expless$
provided for inthis Erftibit B.
tahh A: Br*ie Soo$
Basic FeoslBond Issuanse : For bondq &e Vltlage of Key Biscayrre oxpect$ ts con*aot servises orr
a volurneof bonds basis.
Basic fees witt be based on dsllars per $1$00 of bqnd issue. Basic fees wlll iueluds servises of
theFirqnsjalAdvisorasnotEdintfus Soope qf $efsices,and will includotrordprocessingcomputer
tinre., and rearonable *ommunicafidrs.
Bank Loan; Fess for assi6tf,ace with bank loans will be issged sn a flat fee"basis
Fee per issuel $1S,500
Flat Monthly Retainer $S00/rnonth
Deliverabtes shalt only be invsised upon sotisfactory cornpletionof the applienble Deliverahle ss
gvideneed hy writtenapprcval by authorized Village personnsl,
Table B: Additional $prvicss
Unlelated to a specific botrd issue, consulting services may be tequested by the Villnge and
contracted fm on an hourly rate basjs. Ppposer must 4ecify hourly rates for individuffls as*igned
to special services, such as partrero senior ofiicern oflficer, professicnnl stafr, junior staff, and
suBpott staffor asa flat monl&ly tetrainer.
I'cs,pcr is*ucR*nge
Ivfinimuro Fee per Issue
$1.CIoUpto$Million, pr bond
$0;?50"-w-Itrlillion, perbond
$0.60per bond$30 to
$0.$0OVer $$0 Million, Fei bond
$50,s00
P..osition RetspsrHour
Director/A{aneging Director $19s
Assietflnt Yice President/Vice &ssident $165
$125
Fage lll of L2