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Home My Public Portal AboutExecuted Agreement VKB - Hilltop.pdfPROFESSIONAL SERVICES AGREEMENT BETWEEN THE VILLAGE OF KEY BISCAYNE AND HILL TOP SECURITIES INC. A THIS AGREEMENT (this "Agreement") is made effective as of the L~~day of __ _ V~" ':,y , 2020 (the 'Effect iv e Date"') by and b~tween lbe VILLAGE OF KEY BJSC1( YNE, FLORIDA, a F lorida municipal corporation , (the 'Village ) and HILLTOP SECURITIES INC., a Deleware for-profit corporation (hereinafter, the "Consultant"). WHEREAS, the Village desires certain financial advisor services; and WHEREAS, the Consultant will perform services on behalf of the Village, all as further set forth in the Proposal dated April 9, 2020, attached hereto as Exhibit "A" (the "Services"); and WHEREAS, the Consultant and Village, through mutual negotiation, have agreed upon a fee for the Services; and WHEREAS, the Village desires to engage the Consultant to perform the Services and provide the deliverables as specified below. NOW, THEREFORE, in consideration of the mutual cJvenants and conditions contained herein, the Consultant and the Village agree as follows: 1. Scope of Services. 1.1. Consultant shall provide the Services set forth in the Proposal attached hereto as Exhibit "A" and incorporated herein by reference (the "Services"). 1.2. Consultant shall furnish all reports, documents, and information obtained pursuant to this Agreement, and recommendations during the term of this Agreement (hereinafter "Deliverables") to the Village. 2. Term/Commencement Date. 2.1. The term of this Agreement shall be from the Effec:ive Date through three (3) years thereafter, unless earlier terminated in accordance with Paragraph 8. Additionally, the Village Manager may renew this Agreement for two <2) additional one-year periods on the same terms as set forth herein upon written notice t:) the Consultant. 2.2. Consultant agrees that time is of the essence and Conrnltant shall complete the Services within the term of this Agreement, unless extended by the Village Manager. 3. Compensation and Payment. 3.1. Compensation for Services provided by Consultant shall be in accordance with the Fee Schedule attached hereto as Exhibit "B." Consultant shall be compensated a flat rate, lump Contract 2020-08 Page 1 of 12 sum fee in the amount of $500.00 per month. Transactional fees will be charged for all completed financings in accordance with the Fee Schedule attached hereto as Exhibit "B." 3.2. Consultant shall deliver an invoice to Village no more often than once per month detailing Services completed and the amount due to Consultant under this Agreement. Fees shall be paid in arrears each quarter, pursuant to Consultant's invoice , which shall be based upon the percentage of work completed for each task invoiced. The Village shall pay the Consultant in accordance with the Florida Prompt Payment Act after approval and acceptance of the Services by the Village Manager. 3.3. Contractor's invoices must contain the following information as applicable for prompt payment: • Name and address of the Consultant • Purchase Order number • Contract number • Date of invoice • Invoice number (Invoice numbers cannot be repeated. Repeated invoice numbers will be rejected) • Name and Type of Services, • Timeframe covered by the invoice • Total Value of invoice Failure to include the above information will result in the delay of payment or rejection of the invoice. All invoices must be submitted electronically to payables(a),key biscayne. fl.gov . 4. Subconsultants. 4.1. The Consultant shall be responsible 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 a particular subconsultant with the prior written approval of the Village Manager, which approval may be granted or withheld in the Village Manager's sole and absolute discretion. 5. Village's Responsibilities. 5.1. Village shall make available any maps, plans, existing studies, reports, staff and representatives, and other data pertinent to the Services and in possession of the Village, and provide criteria requested by Consultant to assist Consultant in performing the Services . 5.2. Upon Consultant's request, Village shall reasonably cooperate in arranging access to public information that may be required for Consultant to perform the Services. 6. Consultant's Responsibilities; Representations and Wan-antics. Contract 2020-08 Page 2 of 12 6.1. The Consultant shall exercise the same degree of care, skill and diligence in the performance of the Services as is ordinarily provided by a consultant under similar circumstances. If at any time during the term of this Agreement or within two (2) years from the completion of this Agreement, it is determined that the Consultant's Deliverables or Services are incorrect, not properly rendered, defective, or fail to conform to Village requests, the Consultant shall at Consultant's sole expense, immediately correct its Deliverables or Services. 6.2. The Consultant hereby warrants and represents that at all times during the term of this Agreement it shall maintain in good standing all required licenses, certifications and permits required under Federal, State and local laws applicable to and necessary to perform the Services for Village as an independent contractor of the Village. Consultant further warrants and represents that it has the required knowledge, exper.ise, and experience to perform the Services and carry out its obligations under this Agreement in a professional and first class manner. 6.3. The Consultant represents that is an entity validly existing and in good standing under the laws of Florida. The execution, delivery and per:ormance of this Agreement by Consultant have been duly authorized, and this Agreenent is binding on Consultant and enforceable against Consultant in accordance with its terms. No consent of any other person or entity to such execution, delivery and perforoance is required. 7. Conflict of Interest. 7.1. To avoid any conflict of interest or any appearance thereof, Consultant shall not, for the term of this Agreement, provide any consulting serv~ces to any private sector entities (developers, corporations, real estate investors, etc.), with any current, or foreseeable , adversarial issues in the Village. 8. Termination. 8.1. The Village Manager, without cause, may terminate this Agreement upon thirty (30) calendar days' written notice to the Consultant, or immediately with cause. 8.2. Upon receipt of the Village's written notice of termination, Consultant shall immediately stop work on the project unless directed otherwise by be Village Manager. 8.3. In the event of termination by the Village, the Consultant shall be paid for all work accepted by the Village Manager up to the date of termination, provided that the Consultant has first complied with the provisions of Paragraph 8.4. 8.4. The Consultant shall transfer all books, records, reports, working drafts, documents, maps, and data pertaining to the Services and the project to the Village, in a hard copy and electronic format within fourteen (14) days from be date of the written notice of termination or the date of expiration of this Agreement. 9. Insurance. Contract 2020-08 Page 3 of 12 9.1. Consultant shall secure and maintain throughout the duration of this agreement insurance of such types and in such amounts not less than those specified below as satisfactory to Village, naming the Village as an Additional Insured, underwritten by a firm rated A-X or better by A.M. Best and qualified to do business in the State of Florida. The insurance coverage shall be primary insurance with respect to the Village, its officials, employees, agents, and volunteers naming the Village as additional insured. Any insurance maintained by the Village shall be in excess of the Consultant's insurance and shall not contribute to the Consultant's insurance. The insurance coverages shall include at a minimum the amounts set forth in this section and may be increased by the Village as it deems necessary or prudent. 9 .1.1. Commercial General Liability coverage with limits of liability of not less than a $1,000,000 per Occurrence combined single limit for Bodily Injury and Property Damage. This Liability Insurance shall also include Completed Operations and Product Liability coverages and eliminate the exclusion with respect to property under the care, custody and control of Consultant. The General Aggregate Liability limit and the Products/Completed Operations Liability Aggregate limit shall be in the amount of $2,000,000 each. 9.1.2. Workers Compensation and Employer's Liability insurance, to apply for all employees for statutory limits as required by applicable State and Federal laws. The policy(ies) must include Employer's Liability with minimum limits of $1,000,000.00 each accident. No employee, subcontractor or agent of the Consultant shall be allowed to provide Services pursuant to this Agreement who is not covered by Worker's Compensation insurance. 9.1.3. Business Automobile Liability with minimum limits of $1,000,000 per occurrence, combined single limit for Bodily Injury and Property Damage. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy, without restrictive endorsements, as filed by the Insurance Service Office, and must include Owned, Hired, and Non-Owned Vehicles. 9 .1.4. Professional Liability Insurance in an amount of not less than One Million Dollars ($1,000,000.00) per occurrence, single limit. 9.2. Certificate of Insurance. Certificates of Insurance shall be provided to the Village, reflecting the Village as an Additional Insured ( except with respect to Professional Liability Insurance and Worker's Compensation Insurance), no later than ten (10) days after award of this Agreement and prior to the execution of this Agreement by Village and prior to commencing Services. Each certificate shall include no less than (30) thirty-day advance written notice to Village prior to cancellation, termination, or material alteration of said policies or insurance. The Consultant shall be responsible for assuring that the insurance certificates required by this Section remain in full force and effect for the duration of this Agreement, including any extensions or renewals that may be granted by the Village. The Certificates of Insurance shall not only name the types of policy(ies) provided, but also shall refer specifically to this Agreement and shall state that such insurance is as required by this Agreement. The Village reserves the right to inspect and Contract 2020-08 Page 4 of 12 return a certified copy of such policies, upon written request by the Village. If a policy is due to expire prior to the completion of the Services, renewal Certificates of Insurance shall be furnished thirty (30) calendar days prior to the date of their policy expiration. Each policy certificate shall be endorsed with a provision that not less than thirty (30) calendar days' written notice shall be provided to the Village before any policy or coverage is cancelled or restricted. Acceptance of the Certificate(s) is subject to approval of the Village. 9.3. Additional Insured. Except with respect to Professional Liability Insurance and Worker's Compensation Insurance, the Village is to be specifically included as an Additional Insured for the liability of the Village resulting from s~rvices performed by or on behalf of the Consultant in performance of this Agreement. The Consultant's insurance, including that applicable to the Village as an Additional Insured, shall apply on a primary basis and any other insurance maintained by the Village shall be in excess of and shall not contribute to the Consultant's insurance. The Consultant's insurance shall contain a severability of interest provision providing that, except with respect to the total limits of liability, the insurance shall apply to each Insured or Additional Insured (for applicable policies) in the same manner as if separate policies had been issued to each. 9.4. Loss Payee. The Village is to be specifically named as a loss payee under the Consultant's Professional Insurance policy so that the Village will be a third party beneficiary entitled to receive all money payable under the relevant policy for any claims, damages, or losses in connection with, related to, or arising from Consultant's Services or performance pursuant to this Agreement. 9.5. Deductibles. All deductibles or self-insured retentions must be declared to and be reasonably approved by the Village. The Consultant shall be responsible for the payment of any deductible or self-insured retentions in the event of any claim. 9.6. The provisions of this section shall survive termination of this Agreement. 10. Nondiscrimination. During the term of this Agreement, Consultant shall not discriminate against any of its employees or applicants for employment because of their race, color, religion, sex, or national origin, and will abide by all Federal and State laws regarding nondiscrimination. 11. Attorneys Fees and Waiver of Jury Trial. 11.1. In the event of any litigation arising out of this Agreement, the prevailing party shall be entitled to recover its attorneys' fees and cost;;, including the fees and expenses of any paralegals, law clerks and legal assistants, and including fees and expenses charged for representation at both the trial and appellate levels. 11.2. IN THE EVENT OF ANY LITIGATION ARJSING OUT OF THIS AGREEMENT, EACH PARTY HEREBY KNOWINGLY, IRREVOCABLY, VO LUNT ARJL Y AND INTENTIONALLY WAIVES ITS RIGHT TO TRIAL BY JURY. Contract 2020-08 Page 5 of 12 12. Indemnification. 12.1. Consultant shall indemnify and hold harmless the Village, its officers, agents and employees, from and against any and all demands, claims, losses, suits, liabilities, causes of action, judgment or damages, arising from Consultant's performance or non- performance of any provision of this Agreement, including, but not limited to, liabilities arising from contracts between the Consultant and third parties made pursuant to this Agreement. Consultant shall reimburse the Village for all its expenses including reasonable attorneys' fees and costs incurred in and about the defense of any such claim or investigation and for any judgment or damages arising from Consultant's performance or non-performance of this Agreement. 12.2. Nothing herein is intended to serve as a waiver of sovereign immunity by the Village nor shall anything included herein be construed as consent to be sued by third parties in any matter arising out of this Agreement or any other contract. The Village is subject to section 768.28, Florida Statutes, as may be amended from time to time. 12.3. The provisions of this section shall survive termination of this Agreement. 13. Notices/ Authorized Representatives. Any notices required by this Agreement shall be in writing and shall be deemed to have been properly given if transmitted by hand-delivery, by registered or certified mail with postage prepaid return receipt requested, or by a private postal service, addressed to the parties ( or their successors) at the addresses listed on the signature page of this Agreement or such other address as the party may have designated by proper notice. 14. Governing Law and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of Florida. Venue for any proceedings arising out of this Agreement shall be proper exclusively in Miami-Dade County, Florida. 15. Entire Agreement/Modification/Amendment. 15.1. This writing contains the entire Agreement of the parties and supersedes any prior oral or written representations. No representations were made or relied upon by either party, other than those that are expressly set forth herein. 15.2. No agent, employee, or other representative of either party is empowered to modify or amend the terms of this Agreement, unless executed with the same formality as this document. 16. Ownership and Access to Records and Audits. 16.1. Consultant acknowledges that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, compiled information, and all similar or related information (whether patentable or not) which relate to Services to the Village which are conceived, developed or made by Consultant during the term of this Agreement ("Work Product") belong to the Village. Consultant shall promptly disclose such Work Product to the Village and perform all actions reasonably requested by the Contract 2020-08 Page 6 of 12 Village (whether during or after the term of this Agreement) to establish and confirm such ownership (including, without limitation, assignments, powers of attorney and other instruments). 16.2. Consultant agrees to keep and maintain public records in Consultant's possession or control in connection with Consultant's performance under this Agreement. The Village Manager or her designee shall, during the term of this Agreement and for a period of three (3) years from the date of termination of this Agreement, have access to and the right to examine and audit any records of the Consultant inv,)lving transactions related to this Agreement. Consultant additionally agrees to comply specifically with the provisions of Section 119.0701, Florida Statutes. Consultant shall ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law, governmental agency, or regulatory request for the duration of the Agreement, and following completion of the Agreement until the records are transferred to the Village. 16.3. Upon request from the Village's custodian of public records, Consultant shall provide the Village with a copy of the requested re~ords or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided by Chapter 119, Florida Statutes, or as othe~ise provided by law. 16.4. Unless otherwise provided by law, any and all records, including but not limited to reports, surveys, and other data and documents provided or created in connection with this Agreement are and shall remain the property of the Village. 16.5. Upon completion of this Agreement or in the event of termination by either party, any and all public records relating to the Agreement in the possession of the Consultant shall be delivered by the Consultant to the Village JV:anager, at no cost to the Village, within seven (7) days. All such records stored electronically by Consultant shall be delivered to the Village in a format that is compatible with the Village's information technology systems. Once the public records have been delivered upon completion or termination of this Agreement, the Consultant shall destroy any and all duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. Notwithstanding the foregoing, the obligation to return or destroy duplicate public records shall not apply to duplicate public records required to be retained by law or document retention policy, or duplicate public records retained automatically as part of a computer back-up, recovery or similar system, all of which may be retained, but subject to the terms of this Agreement 16.6. Any compensation due to Consultant shall be withheld until all records are received as provided herein. 16.7. Consultant's failure or refusal to comply with the provisions of this section shall result in the immediate termination of this Agreement by the Village. 16.8. Notice Pursuant to Section 119.0701(2)(a·,, Florida Statutes. IF THE CONSULTANT HAS QUESTIONS REGARDING THE Contract 2020-08 Page 7 of 12 APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'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 McIntyre Street Telephone number: Email: Key Biscayne, FL 33149 305-365-5506 i koch@keybiscayne.fl.gov 17. Nonassignabilitv. This Agreement shall not be assignable by Consultant unless such assignment is first approved by the Village Manager. The Village is relying upon the apparent qualifications and expertise of the Consultant, and such firm's familiarity with the Village's area, circumstances and desires. 18. Severability. If any term or provision of this Agreement shall to any extent be held invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each remaining term and provision of this Agreement shall be valid and be enforceable to the fullest extent permitted by law. 19. Independent Contractor. The Consultant and its employees, volunteers and agents shall be and remain an independent contractor 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 other kind of joint undertaking, enterprise or venture between the parties. 20. Compliance witl1 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 not be construed as a waiver of the violation or breach, or of any future violation, breach or wrongful conduct. 22. Survival of Pro·visions. Any terms or conditions of either this Agreement that require acts beyond the date of the term of the Agreement, shall survive termination of the Agreement, shall remain in full force and effect unless and until the terms or conditions are completed and shall be fully enforceable by either party. 23. Prohibition of Contingency Fees. The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant, to solicit or secure this Agreement, and that it has not paid or agreed to pay any Contract 2020-08 Page 8 of 12 person(s), company, corporation, individual or firm, other ban a bona fide employee working solely for the Consultant, any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Agreement. 24. Public Entity Crimes Affidavit. Consultant shall comply with Section 287.133, Florida Statutes (Public Entity Crimes Statute), notification of which is hereby incorporated herein by reference, including execution of any required affidavit. 25. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and such counterparts shall constitute one and the same instrument. 26. Conflicts. In the event of a conflict between the terms of this Agreement and any exhibits or attachments hereto, the terms of this Agreement shall control. [Remainder of page intentionally left blank. Signature pages follow.] Contract 2020-08 Page 9 of 12 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year as first stated above. VILLAGE OF KEY BISCAYNE By: U t Andrea Agha Village Manager Attest: By: KcJ y Jocel n9oL ib ewster K Village Clerk Approved as to form and legal sufficiency: By: Weiss Serota Helfman Cole & Bierman, P.L. Village Attorney Addresses for Notice: Village of Key Biscayne Attn: Village Manager 88 West McIntyre Street Key Biscayne, FL 33149 305-365-5514 (telephone) 305-365-8936 (facsimile) aagha@keybiscayne.fl.gov (email) With a copy to: Weiss Serota Helfman Cole & Bierman, P.L. Attn: Chad Friedman, Esq. Village of Key Biscayne Attorney 2525 Ponce de Leon Boulevard, Suite 700 Coral Gables, FL 33134 cfriedman@wsh-law.com (email) CONSULTANT By: Name: Title: Addresses for Notice: tvi J. Slrotxrel 1-14111 r n, , rec u,- .11 cyritetS (telephone) (facsimile) (email) With a copy to: (telephone) (facsimile) (email) Contract 2020-08 Page 10 of 12 EXHIBIT "A" SCOPE OF SERVICES The Scope of Services are those contained in the Proposal dated April 9, 2020, attached hereto and incorporated herein by reference. At a minimum, the Services shall include, but not be specifically limited to, the following: a. Review existing debt structure and financial resources to determine available borrowing cap & refinancing options and opportunities b. Recommend appropriate financial structure for proposed projects c. Assist the Village with preparation of forecasts for proposed issues, addressing debt service requirements and funding sources d. Provide advice on terms and features of bonds; both public offerings and direct placement "bank loans", timing and marketing of bond issues, and market conditions as they relate to future sales e. Advise on benefits of negotiated versus competitive bid sales for each issue. f. Assist the Village in preparation of an official statement in conjunction with bond disclosure counsel and the Village, g. Arrange for the widest possible distribution of the official staterr_ent to bond underwriters and potential investors on competitive sale transactions. h. Consult, as needed, with Village staff regarding various financing options or concerns. 1. Assist the Village in obtaining the highest possible credit ranking. j. Assist the Village with bid opening on competitive sale transactions, and as applicable, to advise on bond market conditions, compute accuracy of bids received, ar:_d prepare formal recommendation on acceptability of preferred offer. k. Assist the Village with monitoring the progress of a negotiated sale on the day of pricing, and as applicable, advise regarding market conditions and acceptabilit:,r of the offer. I. Assist with bond closings and coordinate printing, signing, and delivery of bond documents. m. Assist in selecting paying agents and other financial intermediaries as necessary. n. Advise the Village on proposed and actual changes in tax laws and financial market developments that could affect Village bond financing plans. o. Attend Village Council meetings and other scheduled Village meetings as requested, with reasonable advance notice. Page 11 of 12 Response to Village of Key Biscayne RFP No. 2020-08 Financial Advisor Services Due: April 9, 2020 @ 2:00 PM H i IItopSecu rl ties A Hilltop Holdings Company. PRIMARY CONTACTS: Matthew Sansbury Managing Director 450 S. Orange Ave., Suite 460 Orlando, Florida 32801 (407) 426-9611 1 (407) 426-7835 fax matthew.sansbury@hilltopsecurities.com Alex Bugallo Managing Director 450 S. Orange Ave., Suite 460 Orlando, Florida 32801 (407) 426-96111 (407) 426-7835 fax alex.bugallo a©hilltopsecurities.com 0 2020 Hilltop Securities Inc. All rights reserved. Member FINRA,+SIPCINIYSE HilltopSecurities ~ A Hill top Holdings Company B. Table of Contents FORMAT OF PROPOSAL: A. Cover Page .......................................................................................................................................................... i B. Table of Contents ................................................................................................................................................ ii C. Letter of Intent ......................................................................................................................................... , .......... iii D. Response Checklist ............................................................................................................................................. 1 E. Company Qualifications ....................................................................................................................................... 2 F. Personnel Qualifications ...................................................................................................................................... 5 G. Innovative Ideas for Financing of Infrastructure and Other Capital Requirements ............................................ 10 H. Special Consideration ........................................................................................................................................ 15 I. Insurance ............................................................................................................................................................ 18 K. Litigation Statement ........................................................................................................... , ............................... 19 L. Conflict of Interest Statement. ............................................................................................................................ 20 M. Forms ................................................................................................................................................................. 21 N. Warranty ............................................................................................................................................................. 22 0 . Price Proposal .................................................................................................................................................... 23 APPENDICES: Appendix A: Appendix B: EXHIBIT: Exhibit 1: Required Forms & Documentation Certificates of Insurance Mun icipal Advisor Disclosure Statement © 2020 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/ YSE PAGE I ii HilltopSecurities ~ A HMltop Holdings Company C. Letter of Intent April 9, 2020 Conchita Alvarez Interim Village Clerk 88 W . McIntyre Street, Suite 220 Key Biscayne, Florida 33149 Dear Ms . Alvarez : On behalf of Hilltop Securities Inc . ("HilltopSecurities"), 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 all financial advisory services in a timely and effective manner. The points below highlight why the Village would benefit from selecting HilltopSecurities as its financial advisor: • • • Industry Leader in Providing Financial Advisory National Financial Advisor Ranking (Cities , Towns and Villages) Services. HilltopSecurities, as it exists today, is the combination of First Southwest Company, LLC and (Ba sed on Number of Fin ancings; 2010·201 9; Source: Th om son Re uters) Southwest Securities, Inc. 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. HilltopSecurities is one of the largest financial advisors in the country, having successfully served HllltopSecurities PFM Ehlers Ba ke r Tilly as financial advisor on 9,452 publicly offered transactions totaling $342 billion in par value over the C.pH,IM ... et,Adv past decade. HilltopSecurities is equally strong in Florida, having served as financial advisor on 188 Florida I -i I I I l1HI I 1,000 2,000 3,000 4,000 5,000 I 6,000 debt related financings since 2015, both publicly offered and privately issued, valued at approximately $9 .3 billion in par value. Experienced and Dedicated Personnel. As your account managers and primary points of contact, Matthew Sansbury and Alex Bugallo have over 35 years of combined public finance investment banking experience, focused on serving the needs of local Florida municipalities . 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. HilltopSecurities' 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 Information. As a licensed broker-dealer, HilltopSecurities provides the Village with direct market information from our own capital markets professionals. Our firm is involved in over two 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 underwriting 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 knowledge and experience basis that non-underwriting financial advisory firms do not possess. This provides a significant and measureable benefit to our financial advisory clients. © 2020 Hilltop Securities Inc. All rights reserved. Member FIN RA/SI PC/ YSE PAGE I iii Hilitop5ecurities A wEAOiop Kaki ings. Company More than Just a Financial Advisor. As a leading advisor to state and local issuers, HilltopSecurities has responded to today's increasingly complex public finance 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 advisory services: arbitrage rebate, continuing disclosure, investment management/advisory, local government investment pool administration, structured products, pension and OPEB consulting, and debt capital markets. • Understanding of Work to Se Completed. HilltopSecurities is fully capable of assisting 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 requirements 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. Commitment to Our Clients. At HilltopSecurities, our goal is to vreate a long-term relationship with our financial advisory clients. In this light, we strive to serve as an extension to the Village's staff and as an integrated partner with the Village in order to find solutions that sotve immediate 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 with the Village to ensure that the right financing tools are used in order to solve each unique challenge. We sincerely appreciate the opportunity to present our qualifications to serve as financial advisor to the Village. We commit that our service will be professional, personalized and responsive. Above all, as the Village's financial adviser, we will bring a fresh look and original ideas to the engagement, all while focusing on serving the best interests of the Village. Sincerely yours, HILLTOP SECURITIES INC. Matthew Sansbury Managing Director 450 S. Orange Avenue, Suite 460 Orlando, Florida 32801 (407) 426-96111 (407) 426-7835 fax matthew.sansbury@hilltopsecurities.com Alex Bugallo Managing Director 450 S. Orange Avenue, Suite 460 Orlando, FL 32E01 (407) 426-9611 1(407) 426-7835 fax alex.bugallo@hilltopsecurities.com 9 2020 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/ YSE PAGE 1 iv HilltopSecurities ~ A HIiitop Holdings Company, D. Response Checklist Proposer must complete Form RC and include in its response. Please find HilltopSecurities' completed Form RC (Response Checklist) in Appendix A to this proposal. © 2020 Hilltop Securities Inc. All rights reserved. Member Fl NRA/SI PC/NYSE PAGE 11 HilltopSecurities A HShny Hord hags Company E. Company Qualifications Proposer must complete and submit Form CQQ, Company Qualificarions Questionnaire and Form CR, Client References. Proposer must also include a list of all public/private clients for the past two (2) years prior to the issuance of this RFP, and any relevant business licenses, includi-ng occupation, and Florida registration (Company certifications, not personal) and a copy of State Corporate or other proof from the State of Florida that Proposer is authorized to do business in this State. Please find HilltopSecurities' completed Form CQQ (Company Qualifications Questionnaire) and Form CR (Ghent References) in Appendix A to this proposal. Client References Provided below are three Florida local governmental client references for which we have provided recent financial advisory services that should be contacted to verify the level of services we are capable of providing. Reference #1 Public Entity Name: City of Clearwater, Florida Reference Contact NamelTitle: Jay Ravins, Finance Director Contact Telephone/Email: (727) 562-45381 jay. ravins c@. myclearwater. ;om Public Entity Size/Square Mileage: 115,000 est. population 126.6 square miles Contract Start/End Date: June 2008 - Present Scope of Work: Messrs. Sansbury and Sugallo 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 minion), including financings 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 existing debt. We have also worked on several Lone -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 Clearwater Aquarium project, and providing the City with a "white paper" discussing community redevelopment agencies and tax increment financings. HilltopSecurities is currently working on a covenant to budget and appropriate (CB&A) backed financing for the City that is scheduled to price in mid -2020 and assisting City staff with analyses related to Spectrum Field, the City -owned baseball stadium and spring training home of the Philadelphia Phillies. Reference #2 Public Entity Name: Town of Longboat Key, Florida Reference Contact NamelTitle: Susan Smith, Director of Finance Contact TelephonelEmail: (941) 316-68821 ssmith@longboatkey.org Public Entity SizelSquare Mileage: 7,000 est. population 14.8 square miles Contract Start/End Date: July 2016 - Present Scope of Work: HilltopSecurities has provided FA services on five financings for Longboat Key, including four 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 obligation) of the Town. Three financings were backed by special 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. Reference #3 Public Entity Name: City of Hollywood, Florida Reference Contact Name/Title: Cintya Ramos, Finance Director C 2020 Hilltop Securities Inc. Alt .rights reserved. Member FItNRAISiPCiNYst PAGE 12 HilltopSecurities At -Sleep Holdings Company Contact Telephone/Email: (954) 921-3231 / cramost hollywoodti org Public Entity SizelSquare Mileage: 150,000 est, population 1 30 square miles Contract Start/End Date: August 2016 - Present Scope of Work: HilltopSecurities has provided FA services on six financings for Hollywood totaling over $203 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 City's CB&A and. water and sewer credits. In addition, HilltopSecurities has worked an two financings for Hollywood's Community Redevelopment Agency to support the City's Downtown and Beach Community Redevelopment Areas. Florida Financial Advisory Clients Throughout the country, HilltopSecurities provides financial advisory services to over 1,800 municipal clients. In Florida, we currently provide financial advisory services to approximately 50 local governments and governmental authorities. In addition, the lead bankers that will work with the Village during the proposed engagement (Matthew Sansbury and Alex Bugailo) 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 successful track record we have developed when it comes to meeting our client's needs in terms of client relationship and delivering services on scope, quality, schedule, and budget. The graphic below highlights HilltopSecurities' current and past Florida financial advisory clients. • fir CITIES WO: Apopka - Soy Harlow !dondl Cocoa Beach •Cutler Boy Whams MI OA Dorian* Edoewefrr- fernwrdirra Beach Fart Lauderdale - Haines Cily Hialeah Gardens -Nally Hf NoBywaad • Lake Mary Lmngboot Key -Sa oa:rod• Naomi Naples - New Smyrna Bea rh North Miomf Beach - North Port Ocoee - Opo locke Orange Qty Oviedo • Palm Boy - PMm Coast PorMme City -Port St Lurie Perm Ganda - Sordoni • Sebastian South Dayton -South Mbnd Tavares - tremce • Wiruchisra COUNTIES Boy • ai award- Chouails. CINWS • AeSelfa • EKamibnl indWn River - Lake - MoHM Miami -Rode- Okarmosa Sarnsala • Seminole onitns Igo in7wdM Cowell Porfarmlap ArlrS Cretins CPA Fiorrdm AIM University FMrW, Community Services Corp Fiarldn Gos WUNry Aarh Florida Pores Financing Comm Florida Stale University Gosporr kj island 9ridpe Pad, Miateah Gardens SOFA lionywood CAA Mianu•Oade Expressway Adth Karol Parking Ankh Okeechobee WINPyArrth Orange Cation, IDA Pore Properly Nonce Aurh Pohl Coos! CRA Pence RiserMonasaro RWS9 Riviera Bear, CPA Sanford Arrpart Ptah Stole of FimrWW T rmpu-NAhnomugh Expressway Aerh Waiyersily of Centro; Raffia Verona Walk COD Viliaoewafk aJ Bonita Springs COO • ▪ • i • gob • • i ! • • Recent Florida Financial Advisory Experience Since 2018, HilltopSecurities has provided financial advisory services on 71 financings for Rohde clients valued at nearly $4 billion in par amount. The table below, which continues on the following page, provides a list of the firm's financial advisory experience in Florida since 2018. Sale Date Par Amount Issuer HilltopSecurities' Florida Financial Advisory Experience Issue ensordpl}on 02/113/20 12/10/19 12/05/19 12/02/19 11/14/19 11/12/19 $20,557.000 Charlotte County $569,259 ©range Cily, City of $51,670,000 Palm Bay, City of $620,000 Edgewater. City of $52.160,000 Miami, city of $9,056,000 'Charlotte County Capital Improtemenl Rev Note, Series 2020 Lease Purchase Agreement Taxable Special Obligation Refunding Bands, Sines 2019 Lease Purchase Agreement Parking System Revenue Refunding Bonds, Tax•Exernpl_Senea 2018 ,Transportation Revenue Note © 2020 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPCJNYSE PAGE 13 HitltapSecurities 4110 A Hilltop Holdings company Sale Date Par Amount issuer 10115/19 51,240.000 10/15/19 54,111,000 09/24/10 5400,000,000 09/17/191 58,550,000 09/17/19 582 105,000 09/10119 I 560,045,000 09/10/19 5101,200,000 09/10/19 5328,665,000 09/10/19 540,585.000 09/10/19 I $20,240,000 08/27/19 $9.500,000 08/22/19 $17,415,000 08/22/19 59.675,000 08/22/19 $360,500,000 08/20/19 1 557,084.477 06/15/19 $38,300,000 07/31/19 55,000,000 07/01/19 51,360,000 06/25/19 550,000,000 05/21/19 53,000,000 05/09/19 5212.745.000 05)09/19 5282.180,000 05/03/19 $161,320,000 05/03/19 520,150,000 03/28/10 55,000,000 03428/19 , $5.000,000 03/26/19 575,000.000 03/05/19 ' 52,500,000 02106/19 , $2,000.000 HilltopSocurities" Florida Financial Advisory Experie ice Issue Description Palm Coasl, C4Iy o7 Palm Coast, C41y of Miami -Ueda County University of Central Fronde Seminole County Hollywood, City of I Broward County Broward County Broward County Broward County !New Smyrna Beach, City of Miarnl-Dade Corlllly Miami -Dade Counly Mrarni-Bade County Broward County Okaloosa Counly Peace River/Manasola Reg Wit Supply Aulh Longboat Key, Cily of Palm Bay, City of Fernandina Beach, City of Miami -Dade County 'Mraml-Grade County Miaml-Dade Counly Mlaml-Dade County Miami, City o1 Miami. City of Panama City, City 01 Sanford Airport Aulhority Peace Rher/Manasola Reg We Supply kith 01/22119 52,370,0[70 Cilius County 01/22/19 i $8.000,000 Citrus County 12/16/18 550.000,000 [Panama City. City of 12/13118 52,040,000 ,Longboat Key, City of 12/13)18 516.825.000 Longboat Key, City of 12/13118 515,765,000 Longboat Key, City of 12/07/18 56,000,000 lUniversily of Central Rondo 11/29/18 ' 5840.000 !Dunedin, City of 11/2'9118 520,225,000 Dunedin, City of 11/29118 512,310,000 Dunedin. City of 11/05/18 55,801,000 Oviedo, City or 11/05/18 53.000,000 !Oviedo. City of 11/05/18 57 119,000 Cwedo, City of 10/31/16 58,807,000 Moors Beach CPA 10/17/18 5837,000 Tavares, City of 09/25/18 55,050,000 Mallin County 08/28/18 515,100,000 Panama City, City of 05/22/18 55,655,000 Longboat Key. City of 08/16/18 519,745,000 'heamr-Dade County 08/16/18 54,185,000 Mraml-Dade Counly 08/16/18 y 5766,815,000 Miami -Dade County 08/07/18 r 86.600.000 08/28/18 I 5104,636.000 08/21/18 54,363,350 06/20/18 52,805,000 05/08/18 510.000,000 05/07118 . 5305.650 05/02/18 1 524,000.000 04110/18 I 518, 330.000 04/10118 560,500,000 03/20/18 535,145,000 03115/18 57,677,000 02/27/18 520.000.000 02/15/18 59,000,000 02/06/18 .5195.035.000 0111 8118 58 i82 000 Fernandina, Beach, City o1 UCF Convocalion Corporation 'Patin Bay, City of Apopka, City of New Smyrna Beach, Clly of Oviedo, City or Puma Gorda. City or Panama City. City of Sanibel Airport Authority Bay County Verona Walk COD UCF Finance Corporatism Palm any, City of Fed Lauderdale, City or Vlllagewalk o1 Bonita Sprang 000 Total $3,961,370,736 71 FinadCfH0o- Source 1- 1i11ropSecnn1Ie5' Infernal Database Stormwaler Revenue Note, Senes 201 IA Stormwater Revenue Note. Serves 2017B _ ,Seaport Commercial Paper Notes, Series A (2019 Expanaion) UCFAA Roth Afhdelic Censer Revenue Note, Sees 2019 Wafer and Sewer Revenue Refunding Bonds, Series 2019 General Obligation Bonds- Senes 2019 Port Facilities Revenue Bonds, Senes 2019A (Non -AMT) Para Facililies Revenue Bonds, Series 20198 (AMT) Port Facilities Relurdrng Revenue Bowels. Senes 2019C (Non -AMT) StubotdNnale Part Factlilles Refunding Revenue Bonds, Series 2019D (AMT) General Obllgalton Note, Series 2019 Aviation Revenue Refunding Bonds, Serves 20190 (Nan -AMT) Aviation Revenue Refunding Bands, Series 20190 (Von -AMT) 'Aviation Revenue Refunding Bonds, Series 2019E (Taxable) "'Ponta/ Cash Defeasance ai the Series 2011 A&B Borrds (Sales Tax Refunding and Improuemere Revenue Bonds, Series 2019 Series 2019 Non -Revolving Credit. Note General Obligation Refunding No'le, Series 2019 Genera! Obligation Bonds. Series 2013 Line of Credil. Note, Sedas 2010 &Valton Revenue -Refunding nding Bonds. Satires 20198 (Taxable) Avralion Revenue Bonds, Series 2019.\ (AMT) Seaport Venable Rate Demand Reverkie Bonds, Series 2014A (2019 LOC & Remarketing) Seaport Varlabie Rate Demand Revenue Bonds, Sines 20148 (AMT) (2019 100 & Remarketing) Taxable Parking System Line oiCredi Note, Senes 2019B Parking Syslem Line of Credit Note, Series 2019A - Hurricane Recovery and Refunding Revenue Note, Series 2019 Taxable Grani Anticipation Note, Series 2019 Ulility System Subordinate Taxable IrCBvenue Note, Senes 2019 Special Assessment Promissory Note. Series 2009 (2nd Allorlge/Rate Adjustment) Communication Services Tax Promissory Nall, Series 2009 and A'ilenge/Rale Adjustment) Hurricane Recovery Revenue Note, Sertes 2018 Taxable Special Assessment Revenu Bonds, Sevres 20188 lax -Exempt Spacial Assessment Revenue Bonds. Series 2018A Special Assessment Revenue Bonds Senes 2018 UCF Foundation Capital Improvement Nale (13 Building Acqulsuron), Sines 2018 Non -Ad Valorem Refunding Revenue 3orlds. Senes 2018B Taxable Non -Ad Valorem Revenue i3'cnds, Serves 2015A Stale Sales Tax Payments Revenue 3onds, Series 2018 Limited Ad Valorem Refunding Mole, Series 2013 (Allonge/Rete Adjustment) !Public Improvement Revenue Note, Sines 2013 (AllongelRate Adjustment) Ueirty Refunding Revenue Note, Sens 2014 (Allonge/Rate Adjusiment) Redevelopment Revenue Note, Senea 2018 Capilal iwprovernenl Revenue Note, Series 2018 North River Shores (Phase 2) MSBU Special Assessment Revenue Note, Series 201.8 Infrastructure Sales Surtax Revenue Note, Senes 20'16 General Obiigalion Bonds, Series 2008 Aviation Revenue Refunding Bonds, Series 2018A (AMT) Aviation Revenue Refunding Betide, Series 20186 (Non -AM'!) Aviation Revenue Refunding Bonds, Series 20180 (Taxable)_ -- Line al Credit Role. Senes 2018 Capital Improvement Refunding Revenue Bonds, Series 2018 !Equipment Lease Purchase Agreement Capllai improvement Revenue Note. Series 2018 Capital Improvement Refunding Revenue Note. Serves 2018 Equupment Lease -Purchase Agreement. Series 2018 Line of Credit Note, Series 2018 'Capital Improvement Revenue Nole, 5enes 2018 Taxable Airport Facilities Revenue Nate, Series 2018 Tourist Development Tax Revenue Note, Series 2018 Capital Improvement Revenue Refunding Note, Series 2018 Revenue Note (Downtown Canopus Educational Fatilrty Project), Series 2018 Local ()piton Gas Tax Revenue Note Series 2016 Wafer and Sewer Revenue Bonds, Series 2018 Capital fmprovernenl Revenue fitfundrng Note, Series 2618 Authority to Do Business in Florida HilitopSecurities 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 AppendixA to this proposal. © 2020 Hilltop Securities inc. Att rights reserved. Member RNRA/SIPC/NYSE PAGE 14 HilltopSecurities ~ A HIiitop Holdings Company F. Personnel Qualifications The Proposer must include the following information for this requirement: a. Complete and submit Form KS, Key Staff, including key management personnel, administrators, ownership, and other personnel involved in key decision making with regards to the services to be provided under the Contract; b. Provide an organizational chart showing reporting structure for all Key Staff, including any key subcontractors; c. Include one (1) page resumes for each person listed in Form KS; d. Include a one (1) page resume with contact information for at least three (3) professional references for the individual designated to serve as Account/Program Manager. 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. HilltopSecurities' Key Staff Table Office Years of Years with Licenses & Name Job Title Role Location Ex perl ence HilltopSecurities Certifications Matthew Sansbury Managing Director Account Manager Orlando, FL 18 2 Series 7, 50 , 53 , 63, 79 Alex Bugallo Managing Director Account Manager Orlando, FL 18 2 Series 7, 50, 53 , 79 Mark Gali,in Managing Director Banking Support Orlando, FL 36 18 Series 7, 50, 52 , 54 , 63, 79 Joel Tindal Director Banking Support Orlando , FL 15 15 Senes 7, 50 . 63, 79 Angela Sing leto n Vice Preside11l Banking Support Orlando, FL 24 5 CGFO: Series 50, 52, 63 Richard Fox Managing Director Quantitatii.e Leadership Dallas, TX 38 38 Series 7 , 50 , 53, 63, 79 Chandler Larson Associate Quantitatii.e Support Orlando, FL 3 3---Series 50, 52 , 63 Peter Stare Managing Director Municipal Market Insight Houston, TX 44 24 Series 7, 50, 53 , 63 Organizational Chart HilltopSecurities offers the Village a staff 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 most efficient and cost effective manner possible . Acco unt Ma na g e r Accoun t Manager Matthew Sansbury Alex Bugallo Managing Director Managing Director Or1ando , FL Orlando, FL Banking Su1111ort auanHtaUvo Leaderslli(l Munlcl(lal Markel Insight Mark Galvin Richard Fox Peter Stare Managing Director Managing Director Managing Directo r Orlando, FL Dallas , lX Houston, lX Banki ng Su1111ort Quaniltativo Sueeort Joel Tindal Chandler Larson Director Associate Orlando, FL Orlando, FL Ba nldng SU !!l!Ort Angela Singleton Vice President Orlando, FL © 2020 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGEl 5 HilltopSecurities R. Flilltop Holdings Company Resumes of Key Staff Provided below are bios for each of the key personnel that will be working with the Village. Account Manager: Matthew Sansbury, Managing Director 450 S. Orange Ave., Suite 460, Orlando, FL 32801 1 (407) 426-9611 1 matthew.sansbury@hilltopsecurities.com hilltopsecurities.com Matthew Sansbury has 18 years of public finance experience, providing investment banking services to municipal issuers across Florida. Mr. Sarsbury joined HilltopSecurities in October 2018 after spending six years with Stifel, Nicolaus & Company, Incorporated and the decade prior with Raymond James & Associates, Inc. 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 available non -ad valorem revenues (CB&A), ad valorem taxes, water and sewer system revenues, electric system revenues, stormwater system revenues, solid waste system revenues, parking revenues, gas taxes, sales taxes, guaranteed entitlement revenues, tourist development taxes, tax increment revenues and special assessments, Mr. Sainsbury has worked with over 90 Florida issuers throughout his career. For over a decade, Mr. Sansbury has provided lead financial advisory services to Clearwater and co -lead financial advisory services to Broward County. Throughout his career, Mr. Sansbury has provided either financial advisory or underwriting services to numerous cities across the State including, but not limited to, Cocoa, Daytona Beach, Eustis, Hialeah, Lauderhill, Leesburg, Madeira Beach, Naples, Ocoee, Orlando, Riviera Beach, St. Pete Beach and Tamarac. 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 from the University of South Florida. Mr. Sansbury is currently registered with Series 7, 50, 53, 63 and 79 licenses. Account Manager: Alex Bugallo, Managing Director 450 S. Orange Ave., Suite 460, Orlando, FL 32801 1 (407) 426-9611 1 alex.bugallo@hilltopsecurities.com Alex Bugallo joined HilltopSecurities in October 2018. In his 18 years of public finance 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-knovyn companies as A.G. Edwards & Sons, Raymond James & Associates, 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, special assessment, seaport revenue, airport revenue, tour st development tax, special tax revenue, tax increment revenue and revolving loan financings, among others. Mr. Bugallo has served as an investment banker for counties, cities, school districts, State issuing authorities, and 501(c)3 organizations. For the past 15 years, Mr. Bugallo has served as financial advisor to Broward County, specializing in working with the County's Port Everglades and professional sports credits. Mr. Buga lo helped the County bring roughly $785 million in Port related bonds to market since 2008 and has also helped the Port restructure and extend an expiring LOC in 2011 and 2015. Mr. Bugallo assisted in Broward County's renegotiation of their lease agreement with the NHL's Florida Panthers at the BB&T Center, resulting in the County issuing $72 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 Science 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 Administration. Mr. Bugallo is currently registered with Series 7, 50, 53 and 79 licenses. 0 2020 Hilltop Securities Inc. All rights reserved. Member FINRAISIPC/NYSE PAGE 1 6 HilltopSecurities A Hilltop Holdings Company Banking Support: Mark Galvin, Managing Director 450 S. Orange Ave., Suite 460, Orlando, FL 32801 p, (407) 426-9611 1 mark,galvin@hilItopsecurities.com 114;1;4 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 banking and financial advisory experience. Mr. Galvin is knowledgeable in all aspects of municipal finance including: utility bonds, certificates of participation, general obligation bonds, higher education and healthcare financings, airport revenue bonds, storm water, and general infrastructure financings. Mr. Galvin has provided financial advisory and/or underwriting services for issuers such as the counties of Citrus, Okaloosa and Seminole; the cities of Sanford, Umatilla, Orange City, Oviedo, Lake Mary, Longwood, Apopka, Deltona, Edgewater, Haines City, Kissimmee, Mascotte, New Smyrna Beach, Ocoee, Orlando, Palm Coast, Panama City, South Daytona, Fort Lauderdale, Fernandina Beach and Tavares; the University of Central Florida, the Florida Community Services Corporation of Walton County, Florida Gas Utility, the Florida PACE Funding Agency, the Orlando -Orange County Expressway Authority (d/b/a the Central Florida Expressway Authority), the Pace Water Authority, and the Tohopekaliga Water Authority. Mr. Galvin received his Bachelor of Science 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, Director 450 S. Orange Ave., Suite 460, Orlando, FL 32801 J (407) 426-9611 joel.tindal@hilltopsecurities.com Joel Tindal joined HilltopSecurities in 2005. Mr. Tindal serves numerous Florida municipalities, providing them, among other services, project and transaction management, quantitative financial analyses, credit and cash flow analyses, legal documentation 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, Indian River, Lake, Martin, Miami -Dade, Sarasota, and Seminole; the cities and towns of Sebastian, Paim Bay, Fort Lauderdale, Dunedin, Hialeah Gardens, Longboat Key, North Port, Punta Gorda, South Miami and Venice; and several issuing authorities including the Fort Pierce Utilities Authority, the Peace River/Manasota Regional Water Supply Authority, the Florida Ports Financing Commission, the Gasparilla Island 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 financings areas including general obligation, 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 State. In 2017, Mr. Tindal was named one of The Bond Buyer's "Rising Stars" in municipal finance. Mr. Tindal received his Bachelor of Science in Business Administration (finance) from the University of Florida. Mr. Tindal is currently registered with Series 7, 50, 63 and 79 licenses. © 2020 Hilltop Securities Inc. All rights reserved. Member EINRAISIPC/NYSE PAGE 1 7 HilltopSecurities A HitIiop iiokiiogs Company Banking Support: Angela Singleton, Vice President 450 S. Orange Ave., Suite 460, Orlando, FL 32801 ! (407) 426-9611 1 angelasingleton@hilitopsecurities.com 4PI Angela Singleton joined HilltopSecurities in 2015. Prior to joining HilltopSecurities, Mrs. Singleton spent more than 13 years on the local government 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 bond and bank loan transactions while at Seminole County, including capital improvement, sales tax, special obligation and water and sewer related financings. Mrs. Singleton also worked as an assistant for two financial advisory firms at the start of her career, Mrs. Singleton is responsible for client, project and analytical support for HilltopSecurities' Florida municipal clients, She assists with bond sizing, spreadsheet modeling, refunding analyses, rating agency presentations, and documentation review for debt offerings. She has provided such services for issuers such as the counties of Bay, Bay, Citrus, Escambia, and Seminole; the cities of Deltona, Kissimmee, Longwood, Ocoee, Oviedo, Palm Coast, Panama City, Sanford, and Wauchula; the Okeechobee Utility Authority and the Tohopekaliga 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 Board. Mrs. Singleton received her Bachelor of Arts in Economics from Rollins College and her Master of Public Administration from the University of Central Florida. Mrs. Singleton is currently registered with Series 50, 52 and 63 licenses. Quantitative Leadership: Richard Fox, Managing Director 1201 Elrn Street, Suite 3500, Dallas, TX 75270 k (214) 953-40301 richardfax@hilltopsecurities.com Richard Fox has over 35 years of experience at HilltopSecurities, having joined the firm in 1982. Mr, Fox is responsible for writing several of the firm's proprietary software programs and has developed software for financial modeling, projections 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 development of the firm's junior quantitative staff. Throughout his career, Mr. Fox has structured more than 700 financings totaling $50 billion for a variety 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 Investors Daily Digest or The Bond Buyer, including a structured products financing for DFW international Airport that included the first interest rate swap used in Texas. Mr. Fax also structured the first transaction to incorporate the radical revision to the transferred proceeds rules that occurred in 1987. 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 Island, Texas, and Virginia. Mr. Fox received his Bachelor of Science in Accounting from Indiana University and his Master of Science in Management Information Systems from the University of Arizona. Mr. Fox is currently registered with Series 7, 50, 53, 63 and 79 licenses. D 2020 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE 1 8 HilltopSecurities A Hilltop iioldingc Company Ott Quantitative Support: Chandler Larson, Associate 450 S, Orange Ave., Suite 460, Orlando, FL 32801 (407) 426-9611 1 chandler .larson'c� hilltopsecurities.com Chandler Larson joined HilltopSecurities in 2017, 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 transactions. Mr. Larson has served as a quantitative analystlassociate 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: water and sewer revenue, solid waste revenue, sales tax revenue, 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, among others. Mr. Larson received 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. Municipal Market Insight: Peter Stare, Managing Director 700 Milani Street, Suite 500, Houston, TX 77002 4 (713) 654-86391 peterstare@hilltopsecurities.com fif 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 portfolio management. Over his 40+ year career, Mr. Stare has worked with several regional and nationally recognized broker -dealers, managing theft trading desks, municipal bond departments and investment divisions. Mr. Stare currently leads all of HilltopSecurities' underwriting efforts in the Southeast, including all those in Florida. Mr. Stare is also very active in the competitive bond market, bidding on numerous Florida competitive transactions in order to support the firm's Florida banking practice, When the firm serves as financial advisor, 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 Bachelor of Science in Business Administration from Southern Methodist University. Mr. Stare is currently registered with Series 7, 50, 53 and 63 licenses. © 2020 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE 9 HilltopSecurities ~ A Hill top Holdings Company G. Innovative Ideas for Financing of Infrastructure and Other Capital Requirements For this section of the Response, demonstrate Respondent's capacit/ to present executable innovative ideas for the financing of infrastructure . HilltopSecurities has received 27 "Deal of the Year" awards for innovative c:nd effective banking strategies , including receiving The Bond Buyer's initial award in 2019 in the category of "lnnovE.tive Deal of the Year." Our bankers have been at the forefront of several innovations in municipal finance, including the use of a forward derivative transaction, Internet 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. The firm 's last ten "Deal of the Year" Awards demonstrating innovative structures tailored to our clients' needs are listed below: • 2019 Innovative Deal of the Year as financial advisor to Dallas Fort \/\'orth (DFW) International Airport 's $1.167 billion taxable refunding. DFW refinanced a portion of its bonds that ·Nere subject to the Alternative Minimum Tax (AMT) in the largest taxable deal ever completed in the airport space. DFW's 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 forward . (The Bond Buyer) • 2018 Midwest Region Deal of the Year for financial advisor to Wayne County , Michigan's $288 .6 million bond sale, which will partially fund a $500 million criminal justice complex in Detroit. The deal was Wayne County 's first long-term public bond issuance since 2010. (The Bond Buyer) • 2017 Southwest Region Deal of the Year for financial advisor to the Fort Worth Transportation Authority's first-ever transaction, a $325 million private placement to fund a co11muter rail line that will alleviate traffic, provide much-needed rail service to Dallas-Fort Worth airport, connectivity to Dallas Area Rapid Transit's rail system , as well as improving air quality . (The Bond Buyer) • 2017 Non-Traditional Financing Deal of the Year for financial ad\'isor to the City of Cambridge's (MA) $2 million sale of minibonds. The minibond structure allowed the City to respond to unmet need of its residents, who regularly expressed interest in actively investing in capital projec:s throughout the City. ( The Bond Buyer) • 2016 Southwest Region Deal of the Year for financial advisor to the initial $810 million of the 50-year, $27 billion Texas Water Development Board 's SWIRFT program. (The Bood Buyer) • 2016 Small Issuer Deal of the Year for financial advisor to the Northwest Dallas County Flood Control District's $15. 7 million sale of unlimited tax refunding bonds to restructure a compounding obligation created through a 1992 Chapter 9 bankruptcy. The new bonds lifted a tax-rate cap imposed by the 1992 bankruptcy judgment, allowing the District to obtain an investment grade rating and resolve an accrued and unpaid interest liability . ( The Bond Buyer) • 2015 Southwest Region Deal of the Year for financial advisor to the North Texas Tollway Authority for its strategic refinancings of more than $2 billion, lowering its maximum c.11nual debt service to a level that brought multiple credit rating upgrades. (The Bond Buyer) • 2015 Non-Traditional Financing Deal of the Year for financial advisor 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. (The Bond Buyer) • 2014 Southwest Region Deal of the Year for financial advisor to the Golorado Regional Transportation District for its $441 million certificates of participation, preserving voter autho-ized debt capacity. (The Bond Buyer) • 2014 Deal of the Year for Financial Advisor to the State of Ha'eVaii Department of Business Economic Development and Tourism for its $150 million bond transaction to support the new Green Energy Market Securitization (GEMS) Program. (International Financing Review) © 2020 Hilltop Securities Inc. All rights reserved. Member FIN RA/SI PC/NYSE PAGE I 10 HilltopSecurities A Hilltop Holdings Company HilltopSecurities' Florida banking team has worked on numerous innovative financing strategies as financial advisor Provided below are case studies which highlight just a few of these instances. Case Study: Town of Longboat Key, Florida Project Description: Undergrounding Utilities Project with Potential P3 Component HilltopSecurities began serving as financial advisor to the Town of Longboat Key in 2016. Initially, we were tasked with assisting the Town with its extensive utilities undergrounding project throughout the island. The undergrounding project included components of electrical, communications/fiber optics, and instillation of street lighting. The plan of finance for the undergrounding project included several integral sources to fund the total project related costs, which were estimated to be in excess of $45 million. The primary funding mechanism developed for the project consisted of the levy of special assessments on the properties within the Town, with two phases being the Gulf of Mexico Drive project and the Remaining Neighborhoods project. In addition, the Town determined to provide a portion of the project funding through an ongoing contribution of legally available Town revenue, which partially reduced the required assessment funding amounts. The special assessment 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 Special Assessment Revenue Bonds, Series 2018A&B (Neighborhoods Project). 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. HilltopSecurities 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 contribution. The bonds were structured to provide flexibility to the Town in the event the P3 partners contributed funding to the project. Custom features includes the ability to modify, 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, In addition, the neighborhoods project bonds were structured with a taxable series 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 and/or communications/fiber optics. Case Study: City of Palm Bay, Florida Project Description: Competitive 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. In 2018. the City began ,,, reviewing options related to a potential general obligation bond referendum for purposes of repairing and replacing its road infrastructure. As part of the review, HilltopSecurities developed and analyzed numerous alternative general obligation funding scenarios for the City, which included varying repayment terms and bond issuance amounts. After much consideration, the City decided to move forward with placing a $150 million bond referendum on the ballot in November 2018, which was ultimately approved by the local voters. y Upon approval of the referendum, HilltopSecurities began assisting the City in the development of a comprehensive financing plan for the initial general obligation issuance. Based upon the estimated construction timeline as well as the millage impact, the City decided to phase in the $150 million authorized 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, © 2020 Hilltop Securities inc. All rights reserved. Mernber FINRA/SIPC/NYSE PAGE I 'I i HilltopSecurities A Hilltop Hotr ings Company HilltopSecurities 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 financing schedule, coordination of the financing team, rating agency presentations, documentation review including the offizial statement, development of the notice of sale parameters, advertisement of the sale, evaluation of bids received, and coordination of the dosing process. 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 Jule 2019. The $50 million bond issuance garnered bids from eight competing firms, and allowed the City to achieve a true interest cost of 2.67% on its 20 - year issuance. Case Study: City of Clearwater, Florida Project Descriptions Debt Service Reserve Fund Release Prior to 2014, the City of Clearwater's 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 service on all of the City's outstanding Water and Sewer Revenue Bonds, In 2014, the amount set aside in the DSRF was $13.7 million. When the City's original ordinance was written in 1984 (the '1984 Ordinance"), funding a DSRF of this type was the norm for essential service credits. However, as investors got more comfortable with these types of credits, especially ones rated in the "AA" 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 1984 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 1984 Ordinance and allowed the City to choose to fund a DSRF on a deal -by -deal basis (rather than an aggregate basis) and at $0 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 City's 2014 and 2017E 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 correlation 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 million of cash sitting in the DSRF, which was brought into the Series 2017B financing to downsize the transaction and thereby significantly decrease debt service paid over the life of the loan. In addition, more cash will be released as the bonds that were issued under 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 Flexibility with CB&A Backed Debt HilltopSecurities served as the financial advisor to the City of Dunedin on the sale of Taxable Non -Ad Valorem Revenue Bonds, Series 2018A (the "Taxable Series 2018A Bonds"), Non -Ad Valorem Refunding Revenue Bonds, Series 2018E (the "Series 2018E Bonds"), and State Sates Tax Payments Revenue Bonds, Series 2018 (the "State Sales Tax Series 2018 Bonds"), which 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 ID 2020 Hilltop Securities Inc. NI rights reserved. Member FINRA/SIPC/NYSE PAGE 112 HilltopSecurities A ttllltop Holdings Company spring training facilities, which house the spring training and Minor League Baseball operations of the Toronto Blue Jays (the "Team"). The Taxable Series 2018A Bonds were used to fund private use projects at these same facilities. As agreed upon by both parties involved, the City will receive annual capital payments from the Team for 25 years to cover debt service payments sufficient to generate $20 million in funding for the project, In order to keep interest rates and debt service payments low, the City secured its Taxable Series 2018A 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, HilltopSecurities 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 valorem backed debt. in 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 2018E Bonds were both sold with no anti -dilution test, yet still received an AA+ rating from S&P, which was on par with the City's implied general obligation rating. The Taxable Series 2018A Bonds were sold at an all -in TIC of 4.62% and the Series 2018B Bonds were sold at an all -in TIC of 3.22%. It 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 rating penalty. The State Sales Tax Series 2018 Bonds were sold to finance public use portions of the spring training facility. These bonds are secured by a distribution of the State of Florida's sales tax revenues that are earmarked specifically 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 coverage 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%. Case Study: Miami -Dade County, Florida Project Description: Updating Financing Documents and Management of Significant CIP in August 1995, HilltopSecurities was retained as financial advisor for Miami -Dade County's Aviation Department ("MDAD"), which operates the Miami International 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 County -owned airports. Hilltop's initial challenges were to i) modernize the existing governing documents, ii) develop a financial model for the new capital improvement program ("CIP"), and iii) restructure the County's debt. MDAD's existing financing documents consisted of two separate bond indentures (one which was created in 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 lieu of cash funding the debt service reserve 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. In addition, MDAD's over $6 billion CIP consisted of capital costs to be funded through FY 2015 with a majority of the improvements to the Airport's terminal and concourse facilities. A program of this magnitude offered a challenge in striking a balance between managing annual rates and charges and achieving the lowest overall borrowing cost. 2020 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPCENYSE PAGE 1 13 HilltopSecurities ~ A Hilltop Holdings Company HilltopSecurities assisted MOAD in amending , restating, and consolidating its financing documents, as well as in obtaining the approval of the major airlines operating at the Airport. HilltopSecurities also assisted MOAD in developing its short-term and long-term financing plan . We created detaik:!d 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 issues 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 schedules . In 2015, HilltopSecurities assisted MOAD with the development of a financing plan and the initial financing under its new Terminal Optimization Program ("TOP"). Originally envisioned in two phases, the TOP was merged in 2017 in order to meet the changing facility needs and expedite projects originally envisioned for the second phase . The TOP program now totals $1.45 billion, and is anticipated to be funded from sources including long-term bonds, grants, and other funding sources . In July 2015, we assisted MOAD in capturing refunding savings and obtaining a portion of the capital funding for the TOP through the issuance of bonds. Through combining the new money with the refunding, MOAD was able to partially offset the debt service on the new TOP funding while achieving economies of scale on the issuance. In 2016, we assisted MOAD in successfully implementing a commercial paper program that would provide interim funding for the TOP. Given the extended TOP funding schedule as well as the non-debt project funding sources, the CP program has provided MOAD wi:h a cash flow financing tool while serving as a vehicle to layer in additional long-term debt financing over time based upon actual construction funding needs. HilltopSecurities continues to assist MOAD in developing and refining its future financing program. Recently, in 2019 we assisted MOAD in the extension of its letter of credit supporting the commercial paper program thereby allowing for continued use of the program. In May 2019, HilltopSecurities served as financial advisor to MOAD on the issuance of its Aviation Revenue Bonds, Series 2019A. The Series 2019A bonds provided additional capital necessary to meet MDAD's needs over the near term, and additionally provided for the long-term fixing out of the $170 million of outstanding commercial paper at the time . © 2020 Hilltop Securities Inc . All rights reserved . Member FINRA/SIPC/NYSE PAGE 114 HilltopSecurities A Hilltop Holdings Company H. Special Consideration In a document not to exceed three (3) pages, describe any special resources that Respondent or Respondent's personnel assigned to the Village may bring to the Services or any in-house expertise in specialized areas, which will specifically benefit the Village. The Florida based team of professionals at HilltopSecurities, a subsidiary of Hilltop Holdings, Inc., led by Messrs. Sansbury and Sugallo, 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 governments 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, financing process leadership and management, pricing/execution support, asset/investment 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 Products, and Quantitative Services groups. CWentiWUve Modell e( Structured Products Municipal Advisory Asset Management Contlnoing Disclosure Investment. Pools Arbitrage fie ba le 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 industry topics such as pension liability management and reporting, private -public partnerships, cybersecurity, climate change and many others. HilltopSecurities' 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 offer 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 Investment 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 of investment related topics. in addition, on January 23, 2020, HilltopSecurities hosted an all -day 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 Investment Seminar (originally scheduled for March 18, 2020), due to corporate travel restrictions and federal recommendations amidst the COVID-19 outbreak. 2419 INVES1MEt1T SEMINAR A O O',Ak I' n +I SI4,N 44Y;S+,M,r., •'I] f I I'11ry' ^-+C 4 fNURS@AY, DLCCMBL 1 12, 2019 91W1rca'IC'9414 0AM :++I IVA SIMS 0 MU4t0N SWIf1Ff4Ci YVUM61111 *us 44411'! 4411411 1011, H MO' rIA+NI00, 1401+Ui 1141, 11511, 1M 10F Ir11FF NMU4AIAi'41119.1 M AR0VAI 4 J41404 4114(14 11t U 41111114410 N.IP T44I I1 1u 4 rn I I, I .4 y: I Ls 'AR NI vA►e - E - As a full -service broker -dealer and market -maker of municipal bonds and other federal/corporate securities, HilltopSecurities is uniquely positioned to best service the Village as its financial advisor. Provided on the following 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. © 2020 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE 115 HilltopSecurities ~ A Hilltop Holdings Company Direct Access to Market Information HilltopSecurities' is not only one of the largest and oldest municipal adviscr-y firms in the country, but we are also a fully registered broker-dealer with nearly 70 sales , trading and underwriting 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 underwriting professionals located throughout the country are led by Jason Lisee , who serves as the firm's Head of Municipal Institutional Sales and is based out of our Palm Beach Gardens institutional sales/trading office . The recent volatility in the markets as a result of the COVID-19 Virus and, to a lesser extent, the disagreement in oil production between OPEC and Russia, provide no better example of how important these re:3ources are for our Florida and national state and local government clients. During the week of March 16th , 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 liquid ity eris s that hopefully will be partially alleviated by a Federal stimulus program calling for repurchases of municipal bonds along with other fixed income products. During more stable market conditions, numerous non-broker-dealer financial advisory firms could potentially serve adequately as the Village's financial advisor, but asking these same firms with no direct investor relationships to provide feedback during more challeng ing markets as we are seeing toda:1 , is a difficult if not impossible task. Outstanding Debt Portfolio While current market conditions remain extremely volatile due to the illiqJidity 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 portfol io which is comprised almost entirely of privately placed bank loans (see table below for a summary of the Village 's outstanding d3bt). If selected to serve as the Village 's financial advisor, we will evaluate and consider all such refunding opportl.llities not only via direct placement bank loans , but also via the public market as well as through grant and/or state financing programs . Village of Key 01s <..:.1 yne, Florid a S ummary ol Outstanding Oehl (e xcluding Capital Lease•)" Oulstancling Final Interest Series Sc curlly Pledg e -YI"' of Debt Balance·· M~lurity Rate Sl ate ReoJo Mng Fund Loan . 1996 Raad Imp Rev Bands , Series 2006 Capital Imp Rev Ref Bonds, Series 2011A Capital Imp Rev Rel Bonds, Series 20118 Cap ital Imp and Land Acquisition Rev Rel Bonds , Series 2011 Transportat ion Tax Rev Ref Bonds , Series 2011 Schoo l Imp Rev Bands . Series 2012 Schoo l Imp Rev Bonds Series 2014 Sewer Imp Rev Bonds, Series 2016 Starmwate1 U1 1h1v Ref •nd Imo Ro•, Band s, Series 20 16 S<wlC& Village of Key S/$C,a)'ne ; FYE 2018 CAFR Stale Revenue Sharing Toll Revenues Covenant•to•Budg~I and Appropnaie (Na n-Ad Valore m) CO'lenant-to•Budgel and Appropiiale (No n-Ad Valaroml Covenant ,to ,Bu~gel and APP'opnate (i'lon,J\d Vlllorom) Transportat ,q~ Surtax and Local Option Gas _T~ ~~venan l-1o-8udg.i and Apptopoale (Non-Ad Valorem) Coven~n t-10 -Budget and Appropriate (t:lon-Ad Valorem) Co•1•n~nl•I0-8_1Jdge1_ and Appropriate (Nan-Ad Valorem) Slormwater U11lit v Fee.s Stal? Rewt,.,ng Fund Direct ?aceme nt Bank Loan Direct F¼c ernent Bank Loan Di rect P'ace ment Bank Loan Direc t Pl.acement Bank Loan Direct Placemen! Bank Loan Direct P!acemenl Bank Loan Direct Pl acemen t Bank Loan Direct P!acemenl Bank Loan 0,,.,,1 P!acemont Bank Loan •Does not Include Land Acquisition and Capital Improvement Revenue Bonds, Series 1999 whlth had a lfnat marumy on December 1, 2019. -outstanding balanc& as or FYE 2019 Credit Rating Profile S93.61& $771 ,81 6 S 1,520 .000 S2,280,000 $600,IJOIJ $1,340,957 54.470,256 SJ,530,000 52.7 11,740 S4 .9ll 1,735 10115122 12/01121 12/01120 11101122 11101122 07/01/25 10101/32 10101129 02/15130 10I01/JO 256% 4 05% 2 31% 241% 241% 242% J 35% 2 76% 1 97% 2 35% While none of the Village's debt is currently rated , the Village maintains a very strong credit profile with General Obligation/Issuer Credit Ratings of "AAA" from S&P and "Aa 1" from Moody's , something that the Village should be extremely proud of. The Village 's strong general fund reserves and liquidity, high wealth and demographic indices , and proximity to a major metropolitan area serve as the basis for these irl'l)ressive ratings . Cred it 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 environmental challenges , particularly natural disasters and sea level rise . Our assigned team of professionals not only have quantitative and qua itative credit rating models that help us identify and present the Villages credit strengths and challenges, b ut mos: importantly , we have vast experience in serving as financial advisor to other Florida local governments facing similar circumstances such as Clearwater , Longboat Key, Ormond Beach, Panama City , Broward County and Miami-Dade County, just to name a few . Debt Limitation While the Village has fairly restrictive debt limitations, HilltopSecurities is prepared to work with staff and elected officials in order to meet its future capital planning needs within these limitations . Although we understand that there have been preliminary discussions regarding potentially easing these ·estrictions, as our preliminary analysis shows, debt capacity , if structured properly, remains available to meet currently anticipated capital financing needs. © 2020 Hilltop Securities Inc. All rights reserved. Member Fl NRA/SI PC/NYSE PAGE I 16 HilltopSecurities A Hilltop Holdings Company Village of Key Biscayne, Florida Debt Limitation Anadyris TEST I Assumed Assessed Value (1) (.imitation of 1% of Assessed Value Current Non -Enterprise Supported Debt (2) Remainin+ Ca nil 58 297.000 000 582.970,000 515.555,835 567.414.165 534,484,135 55,172,620 54,175.764 5996.856 514.830.700 517.237,667 567,414,165 TEST It Assumed FY2018 General Fund Expenditures (3) Limitation of 15% of Prior Year's General Fund Expenditures Current Non -Enterprise Supported Maximum Annual Debt Service (4) Remaining Annual Debt Service Capacity Estimated 20 -Year Financing Capacity (5) Estimated 30 -Year Flnancin• Ca+aci1 6 GREATER OF TEST 18 II (1) Mraml-Dada County Property Appraiser estimate dared June 1, 2079 (2) 8'8710530,i 0us1anding as of March 16, 2019 (excludes Slormwafer Series 2016) plus Present value or capital leases (3) Based on general fund expenditures for FYE 2019 shown in the FY 2020 adopted general fund budget (4) AS shown on the FY 2020 adopted general land budget (5) Assumes a 20 -year !eve! debt service structure at an interest rale or 396 (6) Assumes a 30 -year level debt service structured at en interest rale of 446 Preliminary Analysis of Future Financing Plans Similar to the preliminary debt limitation analysis presented above, we have included below an estimated rniilage analysis for a potential General Obligation issuance and four alternative debt structuring scenarios for the 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 'minimize the Village's cost of capital and financial burden on its residents. Village of Ke.y Biscayne, Florida Preliminary General Obligation Financing Analysis 520,000,000 530,000,000 540,000,000 G.O, Financing G.O. Financing G.O. Financing Assumed Assessed Value (1) 20 -Year Financing' Assumed Interest Rate Annual Debt Service (2) Estimated Millage Requirement (Mills) (3) 30 -Year Financing- Assumed Interest Rote 4 00% Annual Debt Service (2) 51,156,602 Estimated Millage Requirement [Mills} (3) 0 15 (0) i+tlam4.0ade County Property appraiser estimate dated June 1. 2019 (2) Based 0n a level deb! service 59.000ure (3) Estimated mileage !s based on an assumed 95% collection rate F14001 Y41er 2321 0927 2023 2024 2025 2026 2027 2020 2029 2030 3031 2072 2033 2034 2535 2036 2037 2038 2039 2940 2041 2042 2043 2044 7045 2040 2042 2641 2649 2050 2051 61011 'F.A.ri;np 444,1474m 67?o Naww ay. ,onnvnnoU inlfllg 5rnlnr46IDd+mnFMrr2f, pnnelpu,paymin141nr .10,540•441440 OVIVO 00, 221344'a.'o SaX4, 701650650011!0' 00 vA04p,a FYE 2055 C44=R 58.297 000.000 55154132018 0845 AD01e�yBb OS" 'P(1001001 1661r11t SINIte U. 475 005 425 060 476000 475,000 475000 475 000 455900 175 000 415 090 415.000 075 000 d!J ruu 675 090 537375 217.375 1.607 375 895,000 515,625 211:125 1,666 625 720.000 495.600 215 600 1.590 600 740.000 413,700 213.700 1,696 700 760,000 451,200 211 200 1.699 200 785.090 421,025 213 025 1,696 025 150.000 401,106 214 100 1,619 105. 635.000 379.425 214 425 1,619 425 660.000 354.000 211006 1.689 000 865.000 327.825 212 625 1.687 826 956,000 300,025 215 625 1,715 825 940.000 273,000 213 000 1.213 006 910,000 244.350 211 350 5,214 350 1 006000 211.060 214 000 1,214 800 1 030,000 184,359 214 360 1,211 350 1.060.000 153,000 213 000 1.213 900 1090,000 120,155 290.150 5,210 750 1 125.,000 82,525 252 525 1,212 525 1 166000 53.250 213 250 1,213 260 1 195.000 17.925 1 212 925 1,212 925 29 5960 100910060 Principal Interact 5140150 DS. 27) 750 271 755 740 750 365 030 765 001 640 000 470.000 540 450 1 610 450 1 465 454 320 000 123 604 1 043 603 1 516 600 459,000 526.125 1 011, 526 1.405 125 335 NO 710,500 1 045 509 15,10 500 090.000 511 359 1 011 350 1 466 359 350 000 696,800 1.515 800 1.525 SOO 515,000 495 125 1011125 14691'25 360000 012,600 11142 500 1 517 600 530,000 410.450 1 010 450 1 460 450 375 000 667.900 1 042 900 1 517100 545.000 464 325 1 009 325 1 454 325 390 005 952,600 1 042 603 1 517 600 555,000 447 675 1.012 675 1 417 615 405 000 836,700 1 041 700 1 616 700 510,000 430 500 1.010 600 1 415 505 425 020 520,100 1 045 100 1 520 100 600,000 412 609 1,012 800 1 417 600 440 000 602,600 1 042 B00 9 507 800 915,000 394 575 1.009 576 1 494 675 460 000 584.800 1 044 800 1 617 800 1,120,000 368 550 1.468 550 1 495 550 480 000 566,000 1 649 000 1 046 000 1,150,000 314 500 1.484 600 1 484 500 500 600 549.400 1046 400 1 546 400 1,185,090 299 475 11&476 1 494 476 520 009 526.000 1010000 1046000 1.225.000 263 325 1.409 329 1 408 325 549 000 504.600 9.014 800 1 044 660 1,060,000 225 050 1.468 050 1 406 060 560 ODD 482.800 1 642 800 1 642 DOD 1,300,000 187 650 1.487 660 1 497 450 565 000 459.900 9 014 900 5 014 900 1,340,000 119 950 1108 050 1 488 050 610.000 436,000 1 016 000 1 046 900 1.380,000 107 250 1,467 250 1.467 250 635.000 411.100 1.045 100 046 190 1.120.000 65 250 1165.250 1415 259 660 000 365,200 1 045 200 045 200 1.4955.000 21 975 1.166 975 1 469 976 1 915 000 368,300 1.043 360 043 300 115.900 330.700 1 045 300 045 300 7.15 900 301,106 1 646 100 046 100 715 600 270.700 1 045 700 015 700 ItN 050 239,100 1 044 100 044 100 310 000 206,200 1 046 200 046 200' 570 900 172.000 1 042 000 012 005 910 000 136.400 1 519.409 616 400 015 000 99,360 1 944 305 041,300 105 000 90 700 1 045 700 045 100 1.926.000 20 500 1 045 509 045.500 58, 297.000,000 3.00% 52 016,471 0 26 4.00% 51.734,903 022 58.297.000.000 3 00% 52.588:628 0 34 4 00% 52 313,204 0.24 DOM. A09roolta, Principal .17(00011 5101001 05 P517001701 60+ 1 • 3 00% 51 344,314 0 17 07 0200 000 14441 0 2410 24IU424701 364. 1544,16400 44, 05070,' ;16056 t 361 000 65 000 728 700 65.000 726,100 70 000 723 400 750D0 720,500 75 800 797,500 80000 714,400 00 000 711,200 14000 707,900 90000 704,400 95 000 706 700 580000 667,260 605 000 653.500 630009 6361100 655009 633100 880 000 599,400 710 ODD 656600 740.000 529,660 770000 499.400 800080 446,005 135000 436,300 865 080 401.300 905000 365.900 940000 329,003 980000 290,600 020000 250,600 060000 209,000 505.000 165.700 150.050 120,690 195 510 73.100 245 05 24,990 15015- 05050 mf.. 365 050 640 028 793 760 1,260 700 791 100 1,266.100 793 400 1.258.400 795 500 1,210.500 792 560 1267.600 794 400 1,209,400 751 200 1,266.200 792 300 1,257.900 754 400 1,269.400 795 700 1,270.700 1.267 200 1.267.200 1 261 500 1.268.600 1,268 600 1,260.600 1 260 700 1,266.900 1 206 000 1,265 400 1 266 600 1.268 600 1,269600 9,269000 1 269 400 1.'269.400 1 266 000 1,209.000 1 270 700 1,270.300 1 256 300 1 266 300 1 270 900 1,270 900 1 289 009 1,260 000 1 270 600 1.270.600 1 270 600 1,270 600 1 269 000 1,269.000 1 270 700 1270 700 1 770 600 1 270 600 1 296 700 1.251.700 1.269.536 1.299 900 •'61f003 31001 - 4l ulfweal 110 240744, AnF404) ' ] 2020 Hilltop Securities Inc. All rights reserved. Member FINRA1SIPC/NYSE PAGE 17 HilltopSecurities ~ A Hilltop Hold ings Company I. Insurance HilltopSecurities maintains professional liability coverage for an aggregale limit of $10 million ($5 million first tier and $5 million second tier), covering claims made in connection with our i:rofessional services. Our level of 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 the alleged negligence of HilltopSecurities, our officers, employees, and subcontractors. Covered professional services include the purchase or sale of securities as approved by HilltopSecurities. The current policy expires in July 2020. HilltopSecurities, at a minimum, intends to maintain such coverage throughout the term of service listed in the Village's RFP. In 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 with 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 policies. The firm's current general liabi ity policy is effective through April 2020. HilltopSecurities, at a minimum, intends to maintain such coverage thrcughout the term of service listed in the Village's RFP. HilltopSecurities maintains data protection liability insurance coverage for an aggregate limit of $15 million, covering claims made in connection with privacy liability, privacy regulatory liability, PCI DSS liability, system security liability, multimedia liability, breach event cost reimbursement, cyber extort on reimbursement, digital asset loss reimbursement and business interruption 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 firm's systems and/or sensitive information. The current policy, provided by Lloyd's of London, expires in April 2020. HilltopSecurities, at a minimum, intends b 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 B 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 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE 118 HilltopSecurities ~ A Hill top Holdings Company K. Litigation Statement Respondent must complete and submit Form DD, Dispute Disclosure, and provide a statement that no litigation or regulatory action has been filed against Respondent's firm in the last three (3) years shall be included in the Response. If an action has been filed against the Respondent's firm within the last three (3) years, state and describe the litigation or regulatory action filed against the Respondent's firm and identify the court or agency before which the action was instituted, the applicable case or file number, and the status or disposition for such reported action. Described all litigation (include the court and location) of any kind involving Respondent or any Key Staff members within the last five (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 firm is also involved, from time-to-time, in civil legal proceedings and arbitration proceedings concerning matters arising in connection with the conduct 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, arbitration or regulatory proceeding that we believe would have a material adverse impact on the ability of HilltopSecurities to perform public finance advisory services. The Financial Industry Regulatory Authority (FINRA) maintains a public database known as BrokerCheck© that discloses reportable regulatory matters for HilltopSecurities . BrokerCheck© may be found at www.FINRA.org . Legal and regulatory proceedings in connection with the firm's provision of municipal advisory services are set forth in the Municipal Advisor Disclosure Statement included as Exhibit 1 to the firm's proposal. © 2020 Hilltop Securities Inc. All rights reserved. Member FIN RA/SI PC/NYSE PAGE J 19 HilltopSecurities ~ A Hilltop Holdings Company L. Conflict of Interest Statement Respondent must make an affirmative statement to the effect that their retention, if selected, shall not result in a conflict of interest with any party which may be affected under this Agreement. The financial advisor will be precluded by the terms of the Agreement from participating as an underwriter or in any manner other than the financial consultant for bond issues of the Village . Should any potential or existing conflict be known by the Respondent, said Respondent must specify the party with which the conflict exists 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 selected to provide financial advisory services to the Village, the firm 's retention should not result in a conflict of interest. © 2020 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE 120 HilltopSecurities ~ A Hilltop Holdings Company M. Forms Proposers must complete all forms listed in Section 4 of the RFP and include in 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 References • Form KS: Key Staff • Form DD: Dispute Disclosure • Form AA : Addendum Acknowledgment • Form COA: Certificate of Authority • Form CD: Company Declaration • Form SEA: Single Execution Affidavit (including Public Entity Crimes Affidavit) As directed in the RFP , HilltopSecurities Price Proposal has been provided under a separate, sealed envelope marked "Price Proposal." © 2020 Hilltop Securities Inc . All rights reserved . Member FINRA/SIPC/NYSE PAGE j 21 HilltopSecurities VIP AHgltop HoBd'ngs Company N. Warranty Signed and notarized statement warranting that the Proposer is not insolvent, is not in bankruptcy proceedings or receivership, nor is if engaged in or threatened with any litigation or other legal or administrative proceedings or investigations of any kind that would have an adverse effect on its ability to perform its obligations under the Agreement. Warranty Statement Hilltop Securities Inc. 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, HilltopSecurities is called upon to respond to inquiries or is subject to investigations or proceedings by federal, state or industry self -regulatory organizations. The firm is also involved, from time to time, in civil legal proceedings and arbitration proceedings concerning matters arising in connection with the conduct 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, arbitration or regulatory proceeding that we believe would have a material adverse impact on the ability of Hilltop Securities Inc. to perform public finance advisory services. By V 411-1-t) Vickie Hall, Vice President State of Texas County 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 consideration therein expressed. Given under my hand and seal of office this 96th day of March, 2020. 1/1 ) Penny Brooker Notary Public, i a • * for the State of Texas PENNY L'tROOKER Ir4Z Notary in U 1184313 3 �, My Commission Expires '�eoF Oct. 23, 2022 w 2020 Hilltop Securities Inc. All rights reserved. Member FINRAJSIPC!NYSE PAGE C HilltopSecurities 1J:9', A HIiitop Holdlngs Company_ 0. Price Proposal In a separate, sealed envelope marked "Price Proposal," Respondent must include its price proposal utilizing Form PP, Price Proposal. Please find HilltopSecurities' Price Proposal accompanying this proposal under a separate, sealed envelope marked "Price Proposal." © 2020 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE 123 APPENDIX A: Required Forms & Documentation HilltopSecurities 4110 A Hilltop Holdings Company. © 2020 Hilltop Securities Inc. All rights reserved. Member FINRAISIPC/NYSE Form RC RESPONSE CHECKLIST 18:J Cover Page [R] Table of Contents 18:J Letter of Intent 18:J Form RC: Response Checklist IKJ Form CQQ: Company Qualifications Questionnaire (and attachments) !Kl Form CR: Client References lxJ Client List l:Rl Relevant Business License(s) {Company, not personal) [R] State Corporate Certificate or other proof of authorization to transact business ~ Form KS: Key Staff (and attachments) 18:J Organizational Chart [] 1-page Resume for Account/Project Manager !Kl 1-page Resumes for Key Staff members [R] Innovative Ideas for Financing of Infrastructure and Other Capital Requirements IBJ Special Considerations (Not to exceed 3 pages) IBJ Insurance Certificates 18:J Form DD: Dispute Disclosure IBJ Statement of No Litigation or Litigation History (as applicable) [x] Conflict of Interest Statement [x] 1K] [R] ~ [] 0 Form RC Form AA: FormCOA: Form CD: Form SEA: Warranty Form PP: Addendum Acknowledgment Certificate of Authority Company Declaration Single Execution Affidavit Price Proposal 'VILLAGE OF IK Pump - Company Qualification Questionnaire Some responses may require the inclusion of separate attachments. Separate attachments should be as concise as possible, while including the requested information. In no event should the total page count of all attachments to this Form exceed five (5) pages. Some Information may not be applicable, in such instances insert "N/A". 1. How many years has your company been in business under its current name and ownership? Hilltop Securities inc. - October 2015; Southwest Securities Inc. (est, 1991) changed its name to Hilltop Securities Inc. in October 2015. FirstSouthwest Company, Inc. (est 1946) merged with HilltopSecurities in January 2016. a. Professional Licenses/Certifications (include name and license #)* Issuance Date ('include active certifications of small or disadvantage business & name of certifying entity) 2. Type of Company: 0 Individual ❑ Partnership XI Corporation 0 LLC 0 Other If other, please describe the type of company: N/A a. FEIN/EIN Number: 75-1382137_ b. Dept. of Business Professional Regulation Category (DBPR): i. Date Licensed by DBPR: ii. License Number: Date registered to conduct business in the State of F orida: i. Date filed: ii. Document Number: d. Primary Office Location: April 3, 1995 F95000001585 N/A 1201 Elm Street, Suite 3500, Dallas TX 75270 e Will all goods/services be provided out of the primary office location? ❑ Yes X No Local Office Location: 4505. Orange Aver ue, Suite 460, Orlando FL 32801 all aspects of municipal finance, including financial advisory g. What is your primary business? services: bond underwriting; investment management, etc.. (This answer should be specific) Page 1 of 4 Form COQ Rev071719 h. Name and Licenses of any prior companies Name of Company License Name & No. Issuance Date 3. Company Ownership a. Identify all owners or partners of the company: (Attach additional pages if necessary) Name Title % of ownership Hilltop Securities Holdings LLC 100% b. Is any owner identified above an owner in another company? ® Yes X No If yes, identify the name of the owner, other company names, and % ownership N/A c. Identify all individuals authorized to sign for the company, indicating the level of theft signing authority (use additional pages/attachments if necessary) Name Title Signatory Authority (All, Cost. Up to $Amount, No -Cost, Other) Mark Galvin Alex Bugallo Matthew Sansbury Joel Tindal Vickie Hall lease see attached Regional Managing Director Managing Director Managing Director Director Vice President P Certificate of Secretary. All All All All All Page 2 of 4 Form CQQ Rev071719 4. Employee Information VILLAGE OF KEY B1 a. Total No. of Employees: 80'8 238 Executives & Management plus b. Total No. of Managerial/Admin. Employees: 242 Administrative / Support equal 480 c. Total No. of Employees by Profession (Ex. 20 Accountants; 5 Administrative Assistants; etc.): 238 - Executives & Management 208 - Professionals 120 - Sales 242 - Administrative f Support 5. Recent Contracts a. Identify the five (5) most recent contracts in which your company has provided services to other public entities. Include theClient's name and contact person. City of Naples - Gary Young, Finance Director; (239) 213-1815 City of Clearwater - Jay Ravins, Finance Director; (727) 562-4538 8roward County Stephen Farmer, Finance Manager; (954) 357-7246 City of Dunedin - Les Tyler, Finance Director; (727) 298-306.5 City of Holly Hill - Stella Gurnee, Finance Director; (386) 248-9427 6. Insurance Information: a. Insurance Carrier name & address: See attached Certificates9f Insurance in Appendix .13. b. Insurance Contact Name, telephone, & e-mail: Dallas.certs@marsh.com Number of Insurance Claims paid out in last 5 years & value: -0- Page 3 of 4 Form CQQ RevO71719 VILLAGE OF KEY B ISCA Y N E 7. In 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 f Pr'opoo ' nowledge, \i) By: Signature of Authorized Officer Vickie Hall, Vice President Printed Name March 16, 2020 Date Page 4 of 4 Form COQ Rev071719 State of Florida Department of State I certify from the records of this office that HILLTOP SECURITIES INC. is a Delaware corporation authorized to transact business in the State of Florida, qualified on April 3, 1995. The document number of this corporation is F95000001585. I further certify that said corporation has paid all fees due this office through December 31, 2019, that its most recent annual reporiuniform business report was filed on March 25, 2019, and that its status is active. I further certify that said corporation has not filed a Certificate of Withdrawal. Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capital, this the Twenty-first day of January, 2020 *41/09.4" -- Secretary of State Tracking Number 4103359160CU To authenticate this certificate,visit the following site,enter this number, and then follow the instructions displayed. https:flservices.sunbiz.orglFilingsJCertificateofStatus/CertificateAuthentication 3 YID, L V Gl,r Detail by Entity Name _ 0 partrriGnt et Skate / UiyI5 url a! 4',nrporfuari@ 1 Search Reco4az Pelail By ()Exu a's NurriGer / Detail by Entity Name Foreign Profit Corporation HILLTOP SECURITIES INC. Filing Information Document Number F95000001585 FEI/EIN Number 75-1382137 Date Filed 04/03/1995 State DE Status ACTIVE Last Event NAME CHANGE AMENDMENT Event Date Filed 10/05/2015 Event Effective Date NONE Principal Address 1201 Elm Street, Suite 3500 Dallas, TX 75270 Changed; 03/25/2019 Wiling Address 1201 Elm Street, Suite 3500 Dallas, TX 75270 Changed: 03/25/2019 Registered AgeniNarne & Address C T CORPORATION SYSTEM 1200 SOUTH PINE ISLAND ROAD PLANTATION, FL 33324 Name Changed: 07/20/2018 Address Changed: 07/20/2018 Epic&r/Director Detail Name & Address Title Director Alexander, Laura 1201 Elm Street, Suite 3500 Dallas, TX 75270 search.suabiz.orgllnquiry/CorporationSearch/Search ResullDetaiRinquirytype=EntilyName&direction7ype=Initial&searchNemeOrder=H ILLTOPSEC UR.. 1/3 Form CQQ: Company Qualification Questionnaire 7. in 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 descriprion 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. HISTORY/ORGANIZATIONAL STRUCTURE HilltopSecurities is a unique blend of financial strength, deep industry knowledge, and decades of real -world experience. The firm was born 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, Inc., a full -service broker established in 1972. HilltopSecurities Inc. is 100% owned by Hilltop Holdings Inc., a publicly traded company (NYSE: HTH) with approximately $1.2 billion in market capitalization and more than 5,000 employees as of the date of this proposal. HilltopSecurities is one of four subsidiaries of Hilltop Holdings Inc. The organizational structure of Hilltop Holdings Inc. can be seen in the below graphic. HilltapHoldings. 1111 HilltopSecurities A 1•[op 41oklinv Eanpry Fa -service broker -dealer pro ng underwriting and FA services to 1,800 municipalities Excess net capital of $304+ M Largest clearing firm based on number of broker -dealer client PlainscapitalBank 6,, largest Texas based bank based an deposits Over $10 B in assets on deposit as of FYE 2018 604- operating branches located in all major Texas markets PrimeLending Ans-nse.p0,[WPM Focuses on purchase mortgage originations Top 10 mortgage lender based on purchase units since 2012 Over 2.800 employees ocated throughout the U 3 NatianalLloyds Speclarizes in policies for affordable dwellings and manufactured homes Licensed to sell insurance in more than 30 states 4.200+ independent agencies HilltopSecurities consists of, among other business units, the Public Finance Department, the Wealth Management Department, the Capital Markets Department and the Clearing Services Department. Revenues from financial advisory services, which are provided out cf the firm's Public Finance Department, account for approximately 12% of HilltopSecurities total annual revenues. NATIONAL SERVICE CAPABILITIES HilltopSecurities, headquartered in Dallas, currently maintains 51 offices in 19 states. With more than 800 employees firm -wide, HilltopSecurities 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. tart- •MPNY y Pk t IW', SwYIIT,��1 ■ ...b Y., OIV1 HilltopSecurities' National Platform • C{N,• ,, we, • , ,.,, waY.,w,M. H. • re...* • rn.m..! • Cbdroel! ■ PMANMn, �i, an�a..r• � wiYl lU..M= •,ry Aar 0 2020 Hilltop Securities Inca All rights reserved. Member FINRAISIPCINYSE Of the offices highlighted on the map on the previous page, 27 are staffed by professionals who focus entirely on providing public finance related services to municipal clients. In total, HilltopSecurities has 133 public finance professionals, including 110 banking/analytical professionals, who work with municipal entities from coast -to -coast. STATEWIDE SERVICE CAPABILITIES While HilltopSecurities is a national firm, we emphasize client service at the regional level in order to provide customized assistance in a timely manner. HilltopSecurities has maintained a public finance 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 professionals. 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). Jason Lisec, Co -Head of Fixed Income Capital Markets, works from the firm's Palm Beach Gardens 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. HilltopSecurities' Flurida Presence ANCILLARY SERVICES As a leading advisor to state and local issuers nationwide, HilltopSecurities offers our municipal advisory clients a full spectrum of services that includes client education opportunities, debt monitoring, capital planning/modeling, development of financing structures, rating agency modeling and preparation, pre -issuance continuing disclosure compliance due diligence, financing process leadership and management, pricing/execution support, asset/investment 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 Products, and Quantitative Services Groups. Client Education Quantitative Modeling Structured Products Pension/OPEB Consulting Asset Management Continuing Disclosure Investment Pools Arbitrage Rebate Asset Management / investment Pool • Established in 1991 and staffed by a stable senior portfolio management team that individually average 28 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 pool that is conservatively managed and specifically tailored to provide preservation of principal, daily liquidity and competitive yields to all governmental entities within the State. ▪ FLSTAR is the only Florida investment pool that offers an investment option with no commercial paper. © 2020 Hilltop Securities Inc. Ail rights reserved. Member FINRA/SIPCiNYSE Arbitrage Rebate • Established in 1987 and staffed with senior professionals individually averaging more than 22 years of rebate compliance experience . • Current practice consists of approximately 500 state and local gove·nment issuers in 23 states, comprising more than 2,900 bond financings with an aggregate par value of $190 billion. • Since inception, the Arbitrage Rebate Group has performed over 49 ,500 rebate calculat ions for approximately 2 ,000 issuers nationwide in conjunction with 8,500 bond issuances. Continuing Disclosure • Established in 1994 and staffed with senior professionals who are 100% focused on helping our municipal clients meet their continuing disclosure obligations as forth in the U.S. Securities and Exchange Commission's Rule 15c2-12. • Provides ongoing and annual continuing disclosure services to approo<imately 600 state and local government issuers throughout the country. • Performs five-year lookbacks on all negotiated and competitive munici Jal advisory engagements for our clients, free of charge , as another due diligence step otherwise performed solely by the senior manager on negotiated offerings or competitive bidder after release of the preliminary official 3tatement. Pension/OPEB Consulting • HilltopSecurities has a group of professionals with specialized expertise in pension and other post-employment benefits ("OPES ") related issues who work closely with municipal clients around the country to provide customized recommendations based on each client 's unique circumstances . • Some of our pension/OPES related consulting services include reviewing pension/OPES actuarial studies, providing comparative data, analyzing potential pension/OPES bond financings and their effects on overall credit picture , reviewing pension/OPES disclosures provided in CAFRs and official statements , leading discussions with rating agencies, developing planning and budge:ing strategies which take into account uncertainties of payouts and contributions, monitoring opportunities to reduce long-term costs and annual budget volatility, and working with actuaries, auditors and various coLnsels on detailed pension/OPES issues. Structured Products • Our Structured Products Group specializes in interest rate management (derivatives), investment of bond proceeds (investment and bidd ing agent), and commodity risk mc11agement (hedging of energy including natural gas, diesel and gasoline). • Over the past five years , served as swap advisor on approximately '30 transactions (valued at $5 billion), as bidding agent for escrows and other bond proceeds on approximate!:,, 780 transactions (valued at $60 billion), and as commodity trading advisor on approximately 150 commodity risk management contracts . Quantitative Services • Our centralized Quantitative Services Group manages and provides quantitative support/oversight to all 27 public finance offices which are staffed by local quantitative support specialists. • On average , our Quantitative Services Group oversees more than tv.·o dozen publicly offered transactions per week in addition to bank loans and private placements to our network of 75+ commercial banks and/or financial institutions. • Significant expertise developing client specific capital and operating financial models, quantitative evaluation of private-public partnerships, pension and other post-employment liability management, tax credit debt products , detailed refunding tracking and analyses , as well as many other specialized services . Quantitative Services • HilltopSecurities' professionals are not only frequent presenters at large industry-wide conferences such as Government Finance Officers Association (GFOA), Florida GFOA, FIJrida Association of Counties, and Florida League of Cities, but we also volunteer to speak at local chapters of these organizations throughout the year . • Offer several partial-day and all-day seminars both in Florida and nat anally that not only educate our clients on market trends and "hot" topics, but also provide CPE credit hours . © 2020 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE CERTIFICATE OF CORPORATE SECRETARY 1, Brian Wittneben, Secretary of Hilltop Securities Inc., a Delaware corporation (the "Company"), do hereby certify as follows: Based upon authority granted at a meeting of the Board of Directors of the Company held on October 23, 2019, the following named persons are duly authorized to (i) act on behalf of the Company in connection with a certain Request for Proposals for Financial Advisor Services, RFP No. 2020-8 (the "RFP"), submitted by the Village of Key Biscayne, Florida, and (ii) to execute any necessary documentation in connection with the RFP. Name Title Mark Galvin Regional Managing Director Alex Bugallo Managing Director Matthew Sansbury Managing Director Joel Tindal Director Vickie Hall Vice President EXECUTED as of this 6th day of March, 2020. rian Wittneben, Secretary FORM CR CLIENT REFERENCES IN ADDITION TO THE INFORMATION REQUIRED ON THIS FORM, CONTRACTOR TO PROVIDE A MINIMUM OF THREE REFERENCE LETTERS. REFERENCE #1 Public Entity Name: _ ___:C.:..;.it_,_y-=o:.:...f-=Cc...:le:....:a:.:...rw~a_:..;te:....r,__, ,;_Fl-=-o-'ri_d-'-a __________________ _ Reference Contact Name: Jay Ravins ----'-------------------------- Contact Title: Finance Director Contact Department: __ F_in_a_n_c_e _________________________ _ Contact Telephone: __ 7_2_7_.5_6_2_.4_5_3_8 _______________________ _ Contact Email: jay.ravins@myclearwater.com Public Entity Size/Number of Residents/Square Mileage: 115,000 est population/ 26.6 square miles Contract Start Date: June 2008 Contract End Date: __ o_n-'-g"""o_i_ng"'--------- Is the Contract still Active? Yes X No ___ _ Scope of Work (be as detailed as possible) _____________________ _ Messrs. Sansbury and Bugallo have provided FA services on 12 f nancings for Clearwater totaling $343 million in par value. This experience includes five public bond offerings ($245 million) and seven direct bank placements ($99 million) and includes financings 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 :he refinancing of existing debt. These professionals have also worked on several "one-off" proje cts including assisting the City with its annual rate sufficiency analyses for its water and sewer and stormw2ter enterprise funds, guiding the City through ongoing credit rating agency Sl.lrveillances , providing financial analyses related to the previously proposed Clearwater Aquarium project, and providing the City with a "white paper" discussing community redevelopment agencies and tax increment financin§.s. HilltopSecurlties is currently working on a covenant to budget and appropriate (CB&A) backed financing for the City that 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 REFERENCE #2 Public Entity Name: Town of Longb o at Key . Fl orida Reference Contact Name: Susan Smith ·---------------------------- Contact Title: Di rector of finance Contact Department: __ F_in_a_n_c_e ________________________ _ Contact Telephone: _9_4_1_.3_1_6_.6_8_8_2 ______________________ _ Contact Email: ssmith @longboatkey.org Public Entity Size/Number of Residents/Square Mileage: 7,000 est. population/ 4.8 square miles Contract Start Date: July 2016 Contract End Date: __ O_n....,-g::...o_i n-=g=--------- Is the Contract still Active? Yes X No ___ _ Scope of Work (be as detailed as possible) _____________________ _ Hi ll topSecurities has p ro v ided FA services on five financings for Longboat Key, including fo ur bond issuances ($40 m il lion) and a direct placement bank loan ($1.4 million). Two of these financings we re backed by the ful l faith an d credit (genera l obligat ion) of the Town . Three fin ancings were backed by special assessment revenues an d were used to p rov ide f unds to underground certain util ities for the Tow n's Gulf of Mexico Dr ive Undergrounding Project and its Remaining Neighbor hoods Undergrounding Project Form CR REFERENCE #3 Public Entity Name: -----"'C~it +-y-=o.,__f ~H=o~ll.,_yw'-'-=o=o=d ,.__F--'-lo=r~id=a=---------------------- Reference Contact Name: Cintya Ramos ------'-------------------------- Contact Title: __ F-'-in..;..a'-'-n-'-c_e""""'D'""'i.;_re_c_to"'"r ________________________ _ Contact Department: __ F_in_a_n_c_e ________________________ _ Contact Telephone: __;9=5=-4.a..:.·=-92=1=·=3=23=-1=-------------------------- Contact Email: cram o s@hol lywoodfl .org Public Entity Size/Number of Residents/Square Mileage: 150,000 est p o p ulation / 30 square miles Contract Start Date: August 2016 Contract End Date: _....;0=,.,.n-....,g,..o""'in.,..g,..._ ______ _ Is the Contract still Active? Yes X No ___ _ Scope of Work (be as detailed as possible) _____________________ _ HilltopSecurities has provided FA services on six financings for Holtywood totaling over $203 million in par value. Most recently, HilltopSecurities served as FA on the Cit'/s $60,045,000 issuance of General Obligation Bonds, Series 2019. HilltopSecurities has also worked on financings backed by the City's CB&A and water and sewer credits. In addition, HilltopSecurities has worked on two financings for Hollywood's Community Redevelopment Agency to support the City's Downtown and Beach Community Redevelopment Areas. Form CR Proposer's Team & Key Staff Key Staff Table Form KS 1. Proposer shall complete the following chart with its proposed Key Staff. If additional space is required, use a duplicate page and attach to this form. Years of Years Name Job Title Role Office Location with Licenses & Certifications Experience Company Matthew Sanbury Managing Director Account Manager Orlando, FL 18 2 Ser ies 7, 50, 53, 63, 7Q Alex Bugallo Managing Director Account Manager Orlando, FL 18 2 Series 7, 50, 53, 79 Mark Galvin Managing Director Banking Support Orlando, FL 36 18 Series 7, 50, 52, 54 63 79 Joel Tindal Director Banking Support Orlando, FL 15 15 Series 7, 50, 63, 79 Angela Singleton Vice President Banking Support Orlando, FL 24 5 CGFO; Series 50, 52 ,53 Richard Fox Managing Director Quantitative Dallas, TX 38 38 Series 7, 50, 53, 63, Leadership 79 Chandler Larson Associate Quantitative Orlando, FL 3 3 Series 50, 52, 63 Support Pete Sta re Managing Di rector Municipal Ma r ket Houston, TX 44 24 Series 7, 50, 53, 63 Insight Page 1 of 3 Form KS Form KS 2. In the space below, explain the Proposer's ability and resources to substitute personnel with equal or higher qualifications than the Key Staff they will substitute for, where substitution is required due to attrition, turnover, or specific request from the Village. HilltopSecurities ass igns two senior-level bankers to all of your Florida municipal advisory clients in an effort to provide redundant banking coverage . Both Mr. Sansbury and Mr. Bugallo will be available as-needed and will work together to make sure the Village is adequately covered at all times . HilltopSecurities has over 100 banking and analytical professionals throughout the country. Should we need to substitute a member of Key Staff, we will be able to do so with personnel that are highly qualified and experienced . 3. In the chart below, provide the requested information for each Key Staff member's engagement commitments that will exist concurrently with the Village's Project. HilltopSecurities' Key Staff are 100% committed to providing exceptional municipal advisory services to the Village of Key Biscayne. Name Area of Responsibility Commitment Client Period of Engagement Hours NIA Page 2 of 3 Form KS Form KS By signing below, Proposer certifies that the information contained herein is complete and accurate to the best of Proposer's knowledge. Hillt~S&C:_ By: 1. March 16, 2020 Signature of Authorized Officer Date Vickie Hall, Vice President Printed Name Page 3 of 3 Form KS ADDENDUM ACKNOWLEDGEMENT FORM Solicitation Title: Financial Advisor Services Solicitation No.: No. 2020-08 Listed below are the dates of issue for each Addendum received in connection with this Solicitation: Addendum No . 1 Dated 3116L2020 Addendum No. 2 Dated 3 _116/2020 Addendum No. 3 Dated 3/24/2020 Addendum No. 4 Dated 4.'6/2020 Addendum No. Dated Addendum No. Dated Addendum No. Dated Addendum No. Dated Addendum No . Dated Addendum No . Dated Addendum No. Dated □ No Addendum issued for this Solicitation Firm 's Name : __ H_i_ll_to...1.p_S_e_c_u_ri _ti_es_l_n_c_. _____________________ _ Authorized Representative's Name : _ _.V ..... ic .... k ..... ;e......._..H~alu...l __________________ _ Title : _ _,V'-'-lc,.,,e~P,_,r...,.e=si....,d"""e....,.nt..__----.,-------::::----,----------------------- Authorized Signature : __ J"-'-'J;:=e<..--k ______________________ _ Form AA VILLAGE E LL KEY . ISCAYNE RFP 2020-08 Financial Advisor Services Addendum #1 Due Date: 2:00 PM, March 19, 2020 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 relative to the solicitation, which take precedence over the solicitation documents. Underlined word(s) indicate additions. Deletions are indicated by strikethrough. Clarifications: 1. Section 1.2, on page 4 of the RFP shall be modified as follows: "The Village hereby requests proposals for the selection of a Proposer (hereinafter "Respondent" or "Proposer") to provide the labor, materials, equipment, services, and all incidentals necessary, as further defined in Section 2 of this solicitation ("Services") to provide ayouth >er prograim Finanical Advisor Services" within the Village of Key Biscayne . , ." 2. Section L4, (item #1), on page 4 of the RFP shall be modified as follows: "Respondent must have at least five (5) years of continuous operation and the -s , a flame providing financial services prior to the issuance of this RFP;" 3. Section 3.2, (item L), on page 12 of the RFP shall be modified as follows:. "Respondent must make an affirmative statement to the effect that their retention, if selected, shall not result in an conflict of interest . . . ' t d , 'k .- . ill ' ~ gi n-te tins-wih'ieh-ft „ 4. Section 3.2, (item I), on page 11 of the RFP shall be modified as follows: "Workers Compensation and Employer's Liability insurance, to apply for all employees for statutory limits as required by applicable State and Federal laws. The policy(ies) must include Employer's Liability with minimum limits of -4,-l-; lt3;0004X4 $500,000.00 each accident." 5. Section 3.2, (item F (a.)) shall be modified as follows: "Complete and submit Form KS, Key Staff, af#rtriiii t+on and cenehes including kev nianagement_ personnel, administrators, ownership, and other personnel involved in key decision making with regards to the services to be provided under the Contract". Questions and Answers 1. The RFP requires $1 million in Workers Compensation insurance. Will $500,000.00 coverage be sufficient? Response: Yes. Please refer to Clarification #4. 2. Can you confirm if we need to obtain three (3) actual letters of reference for inclusion with form CR? RFP2O20-a8 Financial Advisor Services Addendum #f I Date Posted: March 16, 2020 Page 1 of 2 EY BIC YNE Response: No, The information on form CR will suffice. Proposers should ignore the requirement for client reference letters. Section 1.2, Introduction/Background, references this solicitation to provide a youth soccer program. Can we assume this was a carry over from a prior RFP and should state to provide the services of an Independent Municipal Advisor? Response: 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 name change in the last five (5) years still eligible for award under this solicitation? Response: Yes. Please see Clarification # 2. 5. Section 3.3.2F(a), Response/Qualification Package/Requirements, requests that Proposers provide information on "ownership, management, administration and coaches". Please confirm that this is a misprint and should be ignored. Response: Please refer to Clarification #5. 6. Please confirm that there is no item "J" under Section 3.2. Response: Yes, item "J" has been omitted. 7. Section 3.2L, Conflict of interest on pg. 12., states "Limited preference will be given to firms which do not engage in underwriting". Would the Village consider removing this language? Responses Yes. Please refer to Clarification #3. 8. The RFP requires submission of the Public Entity Crimes Affidavit, however, it is not listed in Section 4 or Form RC. Has the affidavit been included with the RFP? Response: Yes. The Public Entity Crimes Affidavit is -minded under Form SEA (Single Execution Affidavit), Acknowledgement: Vickie Hall Name of Signatory Signature Vice President Hilltop Securities Inc. Title Name of Respondent March 16, 2020 Date RFP202O 08frinancia1 Advisor Services Addendum 41 Date Posted: March 16, 2020 Page 2 of 2 RFP 2020-08 Financial Advisor Services VILLAGE OF KEY BISCA N lE Addendum #2 Due Date: 2:00 PM, March 26, 2020 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 relative to the solicitation, which take precedence over the solicitation documents. Underlined word(s) indicate additions. Deletions are indicated by strikethrough. Clarifications: 1. The Proposal deadline is hereby extended to 2:00 PM, March 26, 2020. Acknowledgement: Vickie Hall Name of Signatory Signature Vice President Hilltop Securities Inc. Title Name of Respondent March 16, 2020 Date RFP2020-08 Financial Advisor Services Addendum #2 Date Posted: March 16, 2020 Page 1 of 1 REP 2020-08 Financial Advisor Services Addendum #3 Due Date: April 9, 2020 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 relative to the solicitation, which take precedence over the solicitation documents. Underlined word(s) indicate additions. Deletions are indicated by strikethrough. Clarifications: 1. Due to the unprecedented effects of the COVID-19 global pandemic, the proposal deadline is hereby extended to 2:00 PM, April 9, 2020. The Village exploring options to accept proposals electronically, As soon as reasonably practicable, the Village will issue another addendum with further instructions on how to submit proposals electronically. Acknowledgement: Vickie Hall V A Name of Signatory Signature Vice F.tesid nt Title March 25, 2020 Date Hilltop Securities Inc_ Name of Respondent RFP2020-08 Financial Advisor Addendum 43 Date Posted: 3/24/2020 Page 1 of 1 RFP 2020-08 Financial Advisor Services Addendum #4 Due Date: April 9, 2020 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 relative 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 submission of a Response to the Village Clerk's Office. Physical submissions will not be accepted. All proposals shall be submitted electronically to procurement@keybiscayne.fl.gov by no later than the solicitation deadline at 2:00pm on April 9, 2020. Attachments must not be larger than 50 MB. Failure to follow these instructions may result in the disqualification of a Response. It is the Respondent's sole responsibility to ensure its Response has been properly delivered to the Village. Acknowledgement: Vickie Hall Name of Signatory Vice President Signature Hilltop Securities Inc. Title Name of Respondent April 7.2020 Date RFP 2020-08 Financial Advisor Services Addendum #4 Date Posted: April 6, 2020 Page 1 of 1 FORM CD COMPANY DECLARATION FORM I certify that any and all information contained in this Response is true. I certify that this Response is made without prior understanding, agreement, or connections with any corporation, firm or person submitting a Response for the same materials, supplies, equipment, or services and is in all respects fair and without collusion or fraud. 1 agree to abide by all terms and conditions of the solicitation and certify that I am authorized to sign for the Proposer's firm. Please print the following and sign your name: Hilltop Securities Inc. FIRM NAME 1201 Elm Street, Suite 3500, Dallas TX 75270 PRINCIPAL BUSINESS ADDRFESS 214,053.8874 214 953,4050 TELEPHONE FACSIMILE vickie.hall@ hill topsecurities.corn EMAIL ADDRESS 75-1382137 FEDERAL I.D. NO. N/A MUNICIPAL BUSINESS TAX RECEIPT OR SOCIAL SECURITY NUMBER OR OCCUPATIONAL LICENSE NO. Hilltop Securities Inc. NAME _Vice President AUTHORIZED SIGNATURE Form CD FORM SEA SINGLE EXECUTION AFFIDAVITS THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS. THIS FORM COMBINES SEVERAL AFFIDAVIT STATEMENTS TO BE SWORN TO BY THE PROPOSER OR BIDDER AND NOTARIZED BELOW. IN THE EVENT THE PROPOSER OR BIDDER CANNOT SWEAR TO ANY OF THESE AFFIDAVIT STATEMENTS, THE PROPOSER OR BIDDER IS DEEMED TO BE NON -RESPONSIBLE AND IS NOT ELIGIBLE TO SUBMIT A PROPOSAL/BID. THESE SINGLE EXECUTION AFFIDAVITS ARE SUBMITTED TO THE VILLAGE OF KEY BISCAYNE AND ARE STATEMENTS MADE: By : _ ____,_V..:.:ic:.:.:k=ie'-'H...,_,a=l,.._I ...._V..,_.ic=e_,_P--'-r=es=id=e=n..,_.t _______________________ _ For (Name of Proposing or Bidding Entity): _....;..H.;.;..il'""'lt=o=p-""S""""e"--cu=r--'-'it=ie=s....;..ln'-'-c""". ____________ _ Whose business address is : 1201 Elm Street Suite 3500, Dallas TX 75270 And (if applicable) its Federal Employer Identification Number (FEIN) is : _7_5_-1-'3"""8_2_1_37 ______ _ (if the entity does not have an FEIN, include the Social Security Number of the individual signing this sworn statement. SS#: N/A -------------------~ Americans with Disabilities Act Compliance Affid avit The above named firm, corporation or organization is in compliance with and agrees to continue to comply with, and assure that any subcontractor, or third party contractor under this 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. • The American with Disabilities Act of 1990 (ADA), Pub. L. 101-336, 104 Stat 327, 42 USC 1210112213 and 47 USC Sections 225 and 661 including Title I, Employment; Title 11, Public Services; Title Ill, Public Accommodations and Services Operated by Private entities; Title IV, Telecommunications; and Title V, Miscellaneous Provisions. • The Florida Americans with Disabilities Accessibility Implementation Act of 1993, Section 553.501- 553 .513, Florida Statutes: • The Rehabilitation Act of 1973, 229 USC Section 794; • The Federal Transit Act, as amended 49 USC Section 1612; • The Fair Housing Act as amended 42 USC Section 3601-3631. Proposer Initials Form SEA Public Entity Crimes Affidavit I understand that a "public entity crime" as defined in Paragraph 287.133(1)(g), Florida Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivisicn of any other state or of the United States, including but not limited to, any bid or contract for goods or ~ervices to be provided to any public entity or an agency or political subdivision of any other state or of the Jnited States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material mi.;representations. I understand that "convicted" or "conviction" as defined in Paragraph 287.133(1)(b), Florida Statutes, means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment or information after July 1, 1989, as a result of a jury verdict, non-jury trial, or entry of a plea of guilty or nolo contendere. I understand that an "affiliate" as defined in Paragraph 287.133(1)(a), Florida Statutes, means : 1. A predecessor or successor of a person convicted of a public entity cr ime; or 2. An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime . The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons when not for fair market value under an arm's length agreement, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate . I understand that a "person" as defined in Paragraph 287.133(1)(e), Florida Statutes, means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services let by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, directors, executives, and partners, shareholders, employees, members, and agents who are active in management of an entity. Based on information and belief, the statement, which I have marked below, is true i n relations to the entity submitting this sworn statement. (INDICATE WHICH STATEMENT APPLIES.) [X] Neither the entity submitting this sworn statement, nor any of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, nor any affiliate of the entity has been charged with ad convicted of a public entity crime subsequent to July 1, 1989. [ ] The entity submitting this sworn statement, or one or more of its officers, directors, executives, Form SEA partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. [ ] The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida , Division of Administrative Hearings and the final Order entered by the Hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list (attach a copy of the final order). I understand that the submission of this form to the contracting officer for the public entity identified in paragraph 1 above is for that public entity only and that this form is valid through December 31 of the calendar year in which it is filed. I also understand that I am required to inform the public entity prior to entering into a contract in excess of the threshold amount provided in Section 287 .017, Florida Statutes for category two of any change in the information contained in this form. vh Proposer Initials No Conflict of Interest or Contingent Fee Affidavit Proposer warrants that neither it nor any principal, employee, agent, representative nor family member has paid or will pay any fee or consideration that is contingent on the award or execution of a contract arising out of this solicitation. Proposer also warrants that neither it nor any principal, employee, agent, representative nor family member has procured or attempted to procure this contract in violation of any of the provisions of the Miami-Dade County conflict of interest or code of ethics ordinances. Further, Proposer acknowledges that any violation of these warrants will result in the termination of the contract and forfeiture of funds paid or to be paid to the Proposer should the Proposer be selected for the performance of this contract. vh Proposer Initials Business Entity Affidavit Proposer hereby recognizes and certifies that no elected official, board member, or employee of the Village of Key Biscayne (the " Village") shall have a financial interest directly or indirectly in this transaction or any compensation to be paid under or through this transaction, and further, that no Village employee, nor any elected or appointed officer (including Village board members) of the Village, nor any spouse, parent or child of such employee or elected or appointed officer of the Village, may be a partner, officer, director or proprietor of Proposer or Vendor, and further, that no such Village employee or elected or appointed officer, or the spouse, parent or child of any of them, alone or in combination, may have a material interest Form SEA in the Vendor or Proposer. Material interest means direct or indirect ownership of more than 5% of the total assets or capital stock of the Proposer. Any exception to these above described restrictions must be expressly provided by applicable law or ordinance and be confirmed in writing by Village. Further, Proposer recognizes that with respect to this transaction or bid, if any Proposer violates or is a party to a violation of the ethics ordinances or rules of the Village, the provisions of Miami-Dade County Code Section 2-11.1, as applicable to Village, or the provisions of Chapter 112, part Ill, Fla. Stat., the Code of Ethics for Public Officers and Employees, such Proposer may be disqualified from furnishing the goods or services for which the bid or proposal is submitted and may be further disqualified from submitting any future bids or proposals for goods or services to Village. vh Proposer Initials Anti-Collusion Affidavit 1. Proposer/Bidder has personal knowledge of the matters set fcrth in its Proposal/Bid and is fully informed respecting the preparation and contents of the attached Proposal/Bid and all pertinent circumstances respecting the Proposal/Bid; 2. The Proposal/Bid is genuine and is not a collusive or sham ProposaVBid; and 3. Neither the Proposer/Bidder nor any of its officers, partners, owners, agents, representatives, employees, or parties in interest, including Affiant, has in any w3y colluded, conspired, connived, or agreed, directly or indirectly with any other Proposer/Bidder, firn, or person to submit a collusive or sham Proposal/Bid, or has in any manner, directly or indirectly, sought by agreement or collusion or communication or conference with any other Proposer/Bidder, fir11, or person to fix the price or prices in the attached Proposal/Bid or of any other Proposer/Bidder, o· to fix any overhead, profit, or cost element of the Proposal/Bid price or the Proposal/Bid price of anv other Proposer/Bidder, or to secure through any collusion, conspiracy, connivance or unlawful agreem=nt any advantage against the Village of Key Biscayne or any person interested in the proposed Contract. vh Proposer Initials Scrutinized Company Certification 1. Proposer certifies that it and its subcontractors are not on the Scrutinized Companies that Boycott Israel List. Pursuant to Section 287.135, F.S., the Village may immediately terminate the Agreement that may result from this RFP at its sole option if the Proposer or its subcontractors are found to have submitted a false certification; or if the Proposer, or its subcontractors are placed on the Scrutinized Companies that Boycott Israel List or is engaged in the boycott of Israel during the term of the Agreement. 2 . If the Agreement that may result from this RFP is for more than one million dollars, the Proposer certifies that it and its subcontractors are also not on the Scrutinized Companies with Activities in Sudan, Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaged with business operations in Cuba or Syria as identified in Section 287.::..35, F.S. pursuant to Section 287.135, F.S ., the Village may immediately terminate the Agreement that may result from this RFP at its sole option if the Proposer, its affiliates, or its subcontractors ar2 found to have submitted a false Form SEA certification; or if the Proposer, its affiliates, or its subcontractors are placed on the Scrutinized Companies with Activities in Sudan List, or Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaged with business operations in Cuba or Syria during the term of the Agreement. 3. The Proposer agrees to observe the above requirements for applicable subcontracts entered into for the performance of work under the Agreement that may result from this RFP. As provided in Subsection 287 .135(8), F.S., if federal law ceases to authorize the above-stated contracting prohibitions then they shall become inoperative. vh Proposer Initials Acknowledgment, Warranty, and Acceptance 1. Consultant warrants that it is willing and able to comply with all applicable state of Florida laws, rules and regulations . 2. Consultant warrants that it has read, understands, and is willing to comply with all requirements of RFP No. 2020-08 -Financial Advisor and any addendum/addenda related thereto. 3. Consultant warrants that it will not delegate or subcontract its responsibilities under an agreement without the prior written permission of the Village Council or Village Manager, as applicable. 4. Consultant warrants that all information provided by it in connection with this Proposal is true and accurate. vb Proposer Initials Truth in Negotiation Certification The Consultant hereby certifies, covenants, and warrants that wage rates and other factual unit costs supporting the compensation for this project's agreement are accurate, complete, and current at the time of contracting. The Consultant further agrees that the original agreement price and any additions thereto shall be adjusted to exclude any significant sums by which the Village determines the agreement price was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. All such agreement adjustments shall be made within {1) year following the end of the contract. For purposes of this certificate, the end of the agreement shall be deemed to be the date of the final billing or acceptance of the work by the Village, whichever is later. vh Respondent Initials Form SEA Sworn Signature of Proposing Entity Representative and Notarization for all above Affidavits follows on the next page. In the presence of: Signed, sealed and delivered by: \\)kaQ/ Witless #1 Print Name: Andre Ayala Print Name: Vickie Hall Witness #Z Print Name: Scott 8lickensderfer Title: Vice President ACKNOWLEDGMENT State of Texas County of Dallas On this 16th day of March , 2020 before me the undersigned, personally appeared Vickie Hall , whose name(s) is/are subscribed to the within instrument, and he/she/they acknowledge that he/she/they executed it. Witness my hand and official seal: Notary Public (Print, Stamp, or Type as Commissioned) Personally known to me; or Produced identification (Type of identification: Did take an oath; or Did not take an oath rofizA) PENNY BROOKER Ai& Nctary ID # 1184313-3--1040 N My Commission Expires 4Of Oct. 23, 2022 Form SEA FORM DD DISPUTE DISCLOSURE Answer the following questions by placing an "X" after "Yes" or "No". If you answer "Yes", please explain on a separate sheet attached to this form. 1. Has your firm 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. [x] YES [] 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. [ ] YES lX] NO 3. Has your firm had against it or filed any requests for equitable adjustment, contract claims, Bid protests, or litigation in the past five (5) years that is related to the services your firm provides in the regular course of business? See attached explanation. [x] YES [] NO If yes, 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 [X] 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 6. Has your firm, or any of its principals, declared bankruptcy or reorganized under Chapter 11? [ ] YES b(] NO [x] NO I hereby certify 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 consideration of this Proposal/Bid for the Village of Key Biscayne. Authorized Signature: V )...,t~ Firm: _H_ill...;;..to"-'p---'-Se.c...c;;,.;;u,;.;_r-'it-'ie=s~ln'-'-c,;;,_. _______ _ Print Name: Vickie Hall Date: March 16, 2020 Title: Vice President Form DD FORM DD DISPUTE DISCLOSURE; ADDITIONAL EXPLANATIONS 1. Has your firm 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? Yes. 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. 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, or regulatory proceeding that we believe would have a material a::lverse impact on the ability of HilltopSecurities to perform public finance advisory services. The Financial Industry Regulatory Authority (FINRA) maintains a public database known as BrokerCheck© that discloses reportable regulatory matters for HilltopSecurities. BrokerCheck© may be found at www.FINRA.org. 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? No. The firm has not been declared in default, and the firm !las not been terminated or removed from a contract or job based on the actions of the firm. 3.Has your firm had against it or filed any requests for equitable adjustment, contract claims, Bid protests, or litigation in the past five (5) years that is related to the services yoL r firm provides in the regular course of business? Yes. From time to time in the ordinary course of its business, HilltopSecurities is involved in civil legal proceedings and arbitration proceedings concerning matters arising in connection with the conduct of its business. To the best of our knowledge, infcrmation and belief based upon the facts available at this time, there is no threatened or pending litigation or arbitration proceeding that we believe would have a material adverse impact on the ability of HilltopSecurities to perform public finance advisory services. Information regarding regulatory matters and litigation in connection with the HilltopSecurities' provision of financial advisory services is set forth in the Municipal Advisor Disclosure Statement included with the finn's proposal as Exhibit 1. APPENDIX B: Certificates of Insurance © 2020 Hilltop Securities Inc. All rights reserved. Member FINRNSIPC/NYSE AC a® CERTIFICATE OF LIABILITY INSURANCE DATE (MM DDfYYYY) 05/25/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s) PRODUCER Roach Howard Smith & Barton 8750 N Central Expressway, Suite 500 Dallas TX 75231 INSURED Hilltop Securities Holdings LLC Hilltop Securities Inc. Hilltop Securities Asset Management, LLC 1201 Elm Street, (13500 Dallas TX 75270 (214) 859-9312 COVERAGES CONTACT NAME: Helen Stuart_ pA/C,FIv,ESty. (972' 744-270.4 -_ (ac,Nay: (972) 744-2504 E-MAIL ADDRESS: hetuart+9rhsh.com INSJRER(S) AFFORDING COVERAGE NAIC N INSURERA:Westchester Surplus Linea 10172 INSURERB:XL Specialty Ins Co 3.7885 INSURER C : INSURER D INSURER E INSURER F . CERTIFICATE NUMBER: Cart ID 44972 REVISION NUMBER: THIS Is TD CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES- EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY INSR.' TYPE CF INSURANCE A00. SUER POLICY EFF LTR INSD VY1f0 POLICY NUMBER LMMIDDIYYYYI THE 4NSURED NAMED ABOVE FOR THE POLICY DR OTHER DOCUMENT WITH RESPECT TO DESCRIBED HEREIN IS SUBJECT TO ALL FAIR CLAIMS. POLICY EXP jMM/OD/YYYYJ LIMITS PERIOD WHICH THIS THE TERMS, GEN'L COMMERCIAL GENERAL LIABILITY CLAIMS -MADE _ I OCCUR EACH OCCURRENCE _ o TED PAMPREM SES ( a occurrence) $A $ MED EXP (Any one person) $ PERSONAL&ADVINJURY 3 3 S AGGREGATE LIMIT APPLIES PER. POLICY J JE CT C• LOC JE GENERAL AGGREGATE, PRODUCTS - COMP/0F' AGO OTHER - -- $ AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED i NON -OWNED AUTOS ONLY ' , AUTOS ONLY COMBINED SINGLE LIMIT $ £a eccrdern BODILY INJURY (Per person) 1 $ BODILY INJURY (Per accident) S, PROPERTY DAMAGE (Per s t) 3 1 UMBRELLALIAB OCCUR EXCESS LIAR CLAIMS -MADE EACH OCCURRENCE S AGGREGATE 3 DEO RETENTION $ WORKERSCOMPENSATION AND ANYPROPRIETORIPARTNERIEXECUTIVE OFFICER/MEMBEREXCLUDEO? ;Mandatory II yes, DESCRIPTION EMPLOYERS' LIABILITY Y 1 N 14/A1 1 PEPEaTUTE 01H ER ---- E.L, EACH ACCIDENT - S --- 5 — - - E L DISEASE - EA EMPLOYEE In NH) describe under OF OPERATIONS below — E.L DISEASE - POLICY LIMIT $ A Errors and Omissions 023519295014 07/01/2019 07/01/20201E&O-Occurrence B&O-Aggrege.te i 5,000,000 5,000,000 OESCR.IPTION OF OPERA/IONS/LOCATIONS f VEHICLES IACORD'I01, AddRio Ylal Remarks Schedule, may be attached If more space I requlredl CERTIFICAT E HOLDER CANCELLATION For Information Only Confer No Rights to Holder SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WI -'H THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) 071985-2015 ACORD CORPORATION. Ali rights reserved. The ACORD name and logo are registered marks of ACORD CERTIFICATE COVERAGES OVERFLOW I DATE (MM/OD/YYYV) 06/25/2019 PRODUCER INSURED Roach Howard Smith & Barton Hilltop Securities Holdings LLC 8750 N Central Expressway, Suite 500 Hilltop Securities Inc. Hilltop Securities Asset Management, LLC Dallas TX 75231 1201 Elm Street, #3500 Dallas TX 75270 CONTACT NAME: I PHONE (A/C, No, Ext): PHONE (A/C, No, Ext): Helen Stuart 1972) 744-2704 (214) 859-9312 ADDITIONAL COVERAGES CERTIFICATE NUMBER: Cert ID 44972 REVISION NUMBER: INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS B Excess Errors & Omissions ELU71000514 07/01/2019 07/01/2020 Excess $ 5,000,000 E&C-Occurrence Excess $ 5,000,000 E&C-Aggregate Limit $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Certificate Coverages Overflow (11/2010) ACGRII CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DO/YYYY) 06/25/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pollcy(ies) must have ADDITIONAL INSURED provisions or be endorsed, If SUBROGATION 15 WAIVED, subject to the terms and conditions of the policy, certain pcficies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Roach Howard Smith & Barton 8750 N Central Expressway, Suite 500 Dallas TX 75231 INSURED Hilltop Securities Holdings LLC Hilltop Securities Independent Network Inc. Hilltop Securities Inc. 1201 Elm Street, #3500 Dallas TX 75270 (214) 859-9312 COVERAGES CERTIFICATE NUMBER: Cart CONTACT NAME: PHONE LAIC Na Exit: E-MAIL ADDRESS; Helen Stuart (972) 744-2704 hatuarterheb.com INSJRER(S) AFFORDING COVERAGE FAX tc,NC.Neat (972) 744-28©4 INSURERA:Westchester Surplus Lines INSURER a: INSURER C : }NSURER D : INSURER E INSURER F NAICO 10172 D 44971 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES INDICATED. NOTWITHSTANDING ANY REQUIREMENT, CERTIFICATE MAY BE ISSUED OR MAY EXCLUSIONS AND CONDITIONS OF SUCH OF INSURANCE PERTAIN, POLICIES. AODL'ISUBR LNPLVD LISTED BELOW HAVE BEEN TERM OR CONDITION OF ANY THE INSURANCE AFFORDED BY LIMITS SHOWN MAY HAVE BEEN REDUCED ISSUED TO THE INSURED CONTRACT OR OTHER THE POLICIES DESCRIBED BY PAID CLAIMS I POLICY EFF POLICY EXP 1 IMM,DDtYYYY) IMMIOD/YYYYI NAMED ABOVE FOR THE POLICY PERIOD DOCUMENT WITH RESPECT TO WHICH THIS HEREIN IS SUBJECT TO ALL THE TERMS, INSRI LTR TYPE OF INSURANCE - POUCYNUMeER UMITS _ COMMERCIAL GENERAL LIA3ILITY EACH OCCURRENCE S I DAMAGE TD RENTED CLAIMS -MADE I J OCCUR i PREMISES(Ea,item mama) 8 - MED EX (Any one person) S PERSONAL & ADV INJURY S GE 'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE 5 POLICY I PRO- I JECT 1 LOC 1 PRODUCTS - COMP/OP AGO 5 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT I S To apPOn(} — - BODILY INJURY (Per peraonl 5 - ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS BODILY INJURY (Per accid r,t) 8 HIRE0 . AUTOS ONLY NON -OWNED I AUTOS ONLY PROPERTY DAMAGE per acadent) $ 1 $ UMBRELLA LIAR I OCCUR EACH OCCURRENCE $ EXCESS LIAR I CLAIMS -MADE AGGREGATE 3 I DED 1 1 RETENTION $ $ _ WORK ERSCDMPENSATION PER OTH- AND EMPLOYERS' LIABILITY YIN - STATUTE ER _ E L EACH ACCIDENT $ ANYPROPRIETORiPARTNERIEXECUTIVE OFFICER/MEMBEREXCLUDED7 N I A (Mandatory In NN1 E L DISEASE - EA EMPLOYEE E IF yea, describe under - — DESCRIPTION OFOPERATIONS below I E L DISEASE -POLICY LIMIT $ A Broker/Dealer G23619295014 07/01/201907/01/2020Each Occurrence S 5,400,000 Errors and Omiaaione /Aggregate S 5,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS (VEHICLES (ACORD 101, Addltlorral Remarks Schedule, may be attached If more apace Is required} CERTIFICATE HOLDER CANCELLATION For Information Purposes ONLY Confere no rights to holder SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1E88-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACRCS D� CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) 12/20/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy{ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER Roach Howard Smith & Barton 8750 N. Central Expressway Suite 500 Dallas TX 75231 INSURED Hilltop Securities Holdings LLC Hilltop Securities Inc. Hilltop Securities Asset Management, LLC 1201 Elm Street, Suite 3500 Dallas TX 75270 1214) 859-9312 COVERAGES CONTACT NAME: PHONE (A1C. No, E8t3: E-MAIL ADDRESS. Shawna Haglund (972) 744-2709 1A1CFAx f , No;: (972} 744-.2809 ehaglunderhsb.com INSURER(S) AFFORDING COVERAGE INSURER A :Great Northern Ina- Co INSURER e : Federal Ina Co INSURER C: INSURER D : INSURER E : INSURER F : NAIC 20303 20261 CERTIFICATE NUMBER: Cert ID 46505 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR1 TYPE OF INSURANCE AOOL SUER LTA INSDIwWD I POLICY EFF p.OLICY EXP POUCYNUMBER IMMIODIYYYYI IMMIDO/YYVV) LIMITS A X COMMERCIAL GENERALLUABILITY EACH OCCURRENCE S 1,000,000 CLAIMS4iIADE C X I OCCUR 35921632 01/01/2020 04/30/2020 DAMAGE TO RENTED PREMISES LEaaccaerYentef S 1,000,000 MED EXP (Any one personl 1 10,000 _ PERSONAL 6 AOV INJURY S 1,004.000 GEN'LAGGREGATE LIMIT APPLIESPER GENERAL AGGREGATE $ 2,000,000 POLICY I J FR,: I X LOC PRODUCTS - COMPIOP AGO S_2,000,000 OTHER !per Loc Aggregate S 10,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LJMITtea atcdmi4 g 1,000,000 A I ANY AUTO 73560220 01/01/2020 04/30/2020 BODILY INJURY (Per per9on) S OWNED AUTOS ONLY SCHEDULED AUTOS BODILY INJURY (Per acxidenlJ HIRED X AUTOS ONLY X NON -OWNED AUTOS ONLY PROPERTY DAMAGE (Por oxidant B X UMBRELLALIAR X OCCUR 79667765 01/01/2020 04/30/2020 EACH OCCURRENCE S 20,000,000 EXCESS LIAR CLAIMS -MADE AGGREGATE 5 20.000,000 DED I I RETENTIONS _ S WORKERSCOMPENSATION AND EMPLOYERS' LIABILITY PER OTH- I STATUTE i ER Y IN ANYPROPRIETOR!PARTNERIEXECUTIVE NIA El EACH ACCIDENT 5 OFFICE RIMEMBER EXCLUDED? I 1 (Mandatory In NHI E,L DISEASE - EA EMPLOYEE S It yea, deso-I a under DESCRIPTION OF OPERATION'S below E.L DISEASE - POLICY LIMIT i S 3 DESCRIPTION OF OPERATIONS 7 LOCATIONS 1 VEHICLES (ACORD MI, Additional Remarks Sehadule, may be attached N more apace la roqulred) Named Insured includes: Hilltop Securities Independent Network Inc. General Liability and Auto liability policies include a Blanket Automatic Additional Insured endorsement or provision that provides Additional Insured statue to certificate holder only when there is a written contract between named insured and certificate holder that requires such statue. General Liability policy contains a spacial endorsement that provides Blanket Primary Non -Contributory as required by written contract. General Liability and Auto Liability policies include a Blanket Automatic Waiver of Subrogation endorsement or provision that provides this feature only when there is a written contract between named ineured and certificate holder that requires it. CERTIFICATE HOLDER CANCELLATION For Information Only Confers No Rights to Holder SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 3� al b ACORD 25 (2016(03) (01988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DESCRIPTION OF OPERATIONS SECTION CONTINUED DATE 12/20/2019 CERTIFICATE HOLDER : INSURED: For Information Only Hilltop Securities Holdings LLC Confers No Rights to Holder Hilltop Securities Inc. Hilltop Securities ~sset Management, LLC Dallas TX 75270 DESCRIPTION OF OPERATIONS CONTINUED : DOC (10/2003) ACORD~ CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDD/YYYY) ~ 04/02/2020 ~ THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pollcy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the pollcy, certain policies may require an endorsemerit. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER CO NTACT NAME: Marsh USA, Inc . rA~~'tt Cwt\• I FAX 4400 Comerica Bank Tower IAJC, Nol : 1717 Main Street E-MAI L ADDR ESS: Dallas, TX 75201-7357 INSURER(Sl AFFORDING COVERAGE NAIC# DN101798175--AW-19-20 INSURER A: N/A N/A INSURED INSURER e : Travelers Property Casualtv Co . Of America 25674 Hilltop Holdings, Inc . Hilltop Securities Inc . INSURERC: Hilltpp Securities Asset Management , LLC INSURERD: 6565 Hillcrest Ave Hilltop Plaza Suites 300,400, 500, & 600 INSURERE: University Palk, TX 75205 INSURERF: COVERAGES CERTIFI CATE NUMBER· HOU-003634531-03 REVI SION NUMBER· 5 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED . NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN , THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS . INSR TYPE OF INSURANCE ADDL SUBR POLICY E1'f PO LICY EX P LIMITS LTR 1, .. .,n wvn POLICY NUMBER IMM/DD/YYYYl IM M/00/YYYYI COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ I CLAIMS-MADE □ OCCUR ~E:foREiifl'ff., PR EMISES IEa 9,:,currencel $ -MED EXP (Any one person) $ PERSONAL & ADV INJURY $ -GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ Fl □PRO-DLoc PRODUCTS • COMP/OP AGG $ POLICY JECT OTHER : $ AUTOMOBILE LIABILITY COMBIN ED SINGLE LIMIT $ tea DCcidcnll -ANY AUTO BODILY INJURY (Per personJ $ -OWNED -SCHEDULED BODILY INJURY (Per accident) $ -AUTOS ONLY -AUTOS HIRED NON-OWNED PROPERTY RAMAGE $ -AUTOS ONLY -AUTOS ONLY !Peraccldol)] $ UMBRELLALIAB H OCCUR EACH OCCURRENCE $ ,_ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTJON $ $ 8 WORKERS COMPENSATION UB-4K054021 U4/01/2020 04/30/2020 x 1 ;.1rrTUTE 1 I ~TH- AND EMPLOYERS' LIABILITY Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE 0 E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A 1,000,000 (Mandatory In NH) E.L. DISEASE • EA EMPLOYEE $ If les , descrlbe under D SCRIPTION OF OPERATIONS be low E.L. DISEASE • POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) CER T IFICATE H OLDER CANCE LLATION Hilltop Holdings, Inc . SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 6565 Hillcrest Avenue THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN HIiitop Plaza Suites 300,400, 500 & 600 ACCORDANCE WITH THE POLICY PROVISIONS. University Palk , TX 75205 AUTHORIZED REPRESENTATIVE of Marsh USA Inc. I Manashi Mukherjee ..M..o..'\.A.Oolu.~ © 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD UMR: B0713MEDTE1901703 RISK DETAILS UNIQUE MARKET REFERENCE: B0713MEDTE1901703 ATTACI-IING TO DELEGATED UNDERWRITING CONTRACT NUMBER: B0713MEDTE1802l94 and B0713Iv1EDiE1802195 TYPE: Data Protection Usability Insurance INSURED: ADDRESS: PERIOD: Hilltop Holdings Inc and PlainsCapital Corporation, Hilltop Securities Holdings, LLC and National Lloyds Corporation, and any subsidiaries previously, currently and hereinafter constituted. 2323 Victory Ave, Suite 1400 Dallas TX 75219 USA From: 30 Aptyl 2019 To: 30 April 2020 Both days at 12.01 a.m. local standard time at the above address, INTEREST: Data Protection Liability Insurance as note fully sea out in the wording and attachments. LIMIT OF INDEMNITY HEREUNDER: USD 20,000,000 Each and every claim and in the aggregate for all coverages oombined including claim expenses. SUB -LIMITS: Coverage A.1 Privacy Liability USD 20,000,000 each dawn and in the aggregate. Coverage A.2. Privacy Regulatory Liability USD 20,000,000 each claim and in the aggregate Coverage A3 PCI DSS Liability USD 20,000,000 each claim and in the aggregate Coverage A.4 System Security Liability USD 20,000,000 each claim and in the aggregate Coverage A.5. Multimedia Liability USD 20,000,000 each claim and in the aggregate Coverage A,6 Technology Errors & ©missions Liability Not Included Page 1 UMR: B0713/4ED'1'E1901703 Coverage A.7 Professional Services Liability Not Included Coverage 13.1 Breach Event Cost Reimbursement USD 20,000,000 each claim and in the aggregate Coverage B.2 Cybcr Extortion Reimbursement USD 20,000,000 each claim and in the aggregate Coverage B.3 Digital Asset Loss Reimbursement USD 20,000,000 each claim and in the aggregate Coverage B.4 Business Interruption Loss Reimbursement USD 20,000,000 each claim and in the aggregate Coverage B.5 Reputational Hama Reimbursement Not Included RETENTION; USD 250,000 each and every claim including claims expenses WAITING PERIOD: 10 hours TERRITORIAL LIMITS: Worldwide RETROACTIVE DATE; None CONDITIONS: Wording: High Compliance Pus (03/2018) as attached Clauses: 1. NMA 1256 Nuclear Incident Clause, as attached. 2. NMA 1477 Radioactive Contamination Exclusion Clause, as attached. 3. LSW 3001 Premium Payment Clause 45 Days, as attached. 4. LMA 3100 Sanction Limitation and Exclusion Clause, as attached. 5. LMA 5218 U.S. Terrorism Risk Insurance Act of 2002 New & Renewal Business Endorsement, as attached. 6, LSW 1022A Texas Complaints Notice, as attached. 7. LSW 1023A Texas Surplus Lines Notices, as attached. 8. Memorandum 1: Covered Cause of Loss Amendment Endorsement, as attached. 9, Metnorandum 2; Theft of Funds Exclusion, as attached. Where any reference is tnade to certificate or policy the same shall be deemed to mean contract of insurance, other than any reference to "certificates" as part of a definition of documents. Where any reference is made to Assured the same shall be deemed to read Insured. Where any reference is made to Underwriter the same shall be deemed to read Insurers. Page 2 UMRe B 07't 3MEl)TE1901703 HIGH COMPLIANCE PLUS (03/2018) HIGH COMPLIANCE PLUS POLICY DECLARATIONS 1'1.1:tvl 1. NAMED ASSURED: Hilltop Holdings Inc. and PlainsCapitdl Corporation, Hilltop Securities Holdings, LI.0 and National Lloyds Corporation, and any subsidiaries previously, currently and hereinafter constituted. ADDRESS: 2323 Victory Ave, Suite 1400 Dallas TX 75219 USA rlEM 2 POLICY PERIOD: FROM 30 April 2019 TO 30 April 2020 (both days at 12:01 a.m. local standard time at the address shown in Item 1.) ITEM 3. POLICY LIMITS OP LIABILITY AND COVERAGES PURCHASED A. AGGREGATE LIMIT OF LIABILITY; USD 20,000,000 (Aggregate for all coverages combined including claim expenses) B. SU73LIMIT OF LIABILITY FOR INDIVIDUAL COVERAGE(S) PURCHASED „Nil" or "N/A" Sublunit of Liability for any coverage indicates that the coverage. was not purchased COVERAGE A.1 Privacy Liability A.2 Privacy Regulatory liability A3 PCI DSS Liability A.4 System Security Liability A.5 Multimedia Liability A.6 Technology Errors & Omissions Liability A7 Professional Services Lability B 1 Breach Event Cost Reimbursement 13.2 Cybe:r Hxtortion Reimbursement 13,3 Digital Asset Loss Reimbursement 13 4 Business Interruption Loss Reimbursement 13.5 Reputational Harm Reimbursement SUBL1M1T OF LIABILITY (EACH CLAIM OR INCIDENT INCLUDING CLAIM EXPENSES) USD 20,000,000 USD 20,000,000 USD 20,000,000 USD 20,000,000 USD 20,000,000 USD N/A USD N/A USD 20,000,000 USD 20,000,00C USD 20,000,000 USD 20,000,000 USD N/A Page 11 UIv1R:130713IvMEDTJ] 1 D01703 ITEM 4. RETENTION (each Claim or Incident including Claims Expenses Coverage A.1: USD 250,000 Coverage A.2: USD 250,000 Coverage A.3: USD 250,000 Coverage A.4: USD 250,000 Coverage A.5: USD 250,{)00 Coverage A.6: USD N/A Coverage A.7: USD N/A Cove.ragc T3.1: USD 250,000 Coverage B.2: USD 250,000 Coverage B.3: USD 250,000 Coverage B.4: USD 250,000 Coverage B.5: USD N/A ITEM 5. WAITING PERIOD: 10 hours ITEM 6. PERIOD OF INDEMNITY: Not Applicable ITEM 7. RETROACTIVE DATE: None mil,' 8. OPTIONAL EXTENDED REPORTING PERIOD:: ERP Premium Length 100% / USD 315,000 175% / USD 551,250 200% / USD 630,000 12 months 24 months 36 inonths ITEM 9. DEFINITION OF PROFESSIONAL SERVICES: Not Applicable ITEM 10. GROSS PREMIUM: USD 315,000 ITEM 11. NOTICE OF CLAIM TO: James Betty Neon Underwriting on behalf of Tana Consortium 5th Floor Camomile Court 23 Camomile Street London, EC3A 7LL UK Email: claims Cl i tarisanUNIV. corm And Global Cyber Technology Claims Lockton Companies LLP The St Botolph Building 138 Houndsditth London, EC3A 7AG UK Email: lcrc1 ums cr ul .lockton.ccrrn Page 12 9714 UMR: B0713ML3DTE1 901703 ITEM 12. BROKER INFORMATION: A. Broker: Lockton Companies LT The St Botolph Building 138 Houndsditch. London EC3A 7AG United Kingdom B. Surplus Lines Broker, Lockton Coinp.inies LLC 444 W, 47d' Street Suite 900 Kansas City Missouri 64112 USA I !'Tram 13: SERVICE OF SUIT: Mendes & Motnt 750 Seventh Avenue New York NY 10019 - 6829 USA ITEM. 14. CHOICE OF LAW: New York DATED IN LONDON: 29 April 2019 FORMS AND ENDORSEMENTS AT IACHED HERETO: 1. NMA 1256 Nuclear Incident Clause, as attached. 2. NMA 1477 Radioactive Contamination Exclusion Claus2, as attached. 3. LSW 3001 Pretniuin Payment Clause 45 Days, as attached. 4. LMA 3100 SanctionLitnitadon and Exclusion Clause, as attached, 5. LMA 5218 U.S. 'rerrodsm Risk Insurance Act of 2002 New & Renewal Business Endorsement, as attached. 6. LSW 1022A Texas Complaints Notice, as attached. 7. LSW 1023A Texas Surplus Lines Notices, as attached. 8. Memorandum 1: Covered Cause of Loss Amendment Endorsement, as attached. 9, Memorandum 2: Theft of Funds Exclusion, as attached_ vr 9714 Page 13 EXHIBIT 1: Municipal Advisor Disclosure Statement HilltopSecurities A Hilltop Holdings Company_ Q 2020 Hilltop Securities Inc. All rights reserved. Member FINRAISIPCINYSE HilltopSecurities ~ A Hilltop Holdings Company Municipal Advisor Disclosure Statement This disclosure statement is provided by Hilltop Securities Inc. ("the Firm") and provides information regarding conflicts of interest and legal or disciplinary events of the Firm that are required to be disclosed to pot:Jntial clients pursuant to MSRB Rule G-42. PART A -Disclosures of Conflicts of Interest MSRB Rule G-42 requires that municipal advisors provide to their clients disclosures relating to any actual or potential material conflicts of interest, including certain categories of potential conflicts of interest identified in Rule G-42, if applicable. Material Conflicts of Interest -The Firm makes the disclosures set forth below with respect to material conflicts of interest in connection with the provision of municipal advisory services, together with explanations of how the Firm addresses or intends to manage or mitigate each conflict. General Mitigations -As general mitigations of the Firm's conflicts, with respect t,J all of the conflicts disclosed below, the Firm mitigates such conflicts through its adherence to its fiduciary duty to clients, v,hich includes a duty of loyalty to clients in performing all municipal advisory activities for clients. This duty of loyalty obligates the Firm to deal honestly and with the utmost good faith with clients and to act in the client's best interests without regard to the Firm's financial or other interests. In addition, because the Firm is a broker-dealer with significant capital due to the nature of its Jverall business, the success and profitability of the Firm is not dependent on maximizing short-term revenue generated from ndividualized recommendations to its clients but instead is dependent on long-term profitability built on a foundation of integrity, quality of service and strict adherence to its fiduciary duty. Furthermore, the Firm's municipal advisory supervisory structure, leveraging our long-standing and comprehensive broker-dealer supervisory processes and practices, provides strong safeguards against individual representatives of the Firm potentially departing from their regulatory duties due to personal interests. The disclosures below describe, as applicable, any additional mitigations that may be relevant with respect to any specific conflict disclosed below. I. Affiliate Conflict. The Firm, directly and through affiliated companies, provides or may provide services/advice/products to or on behalf of clients that are related to the Firm's municipal advisory activities. First Southwest Asset Management (FSAM), a SEC-registered affiliate of the Firm, provides post issuance sen:ices including arbitrage rebate and treasury management. FSAM's arbitrage team verifies rebate and yield restrictions on the investments of bond proceeds on behalf of clients in order to meet IRS restrictions . The treasury management division performs portfolio managemenUadvisor services on behalf of public sector clients. The Firm, through affiliate First Southwest Advisory Services, provides a multi- employer trust tailor-made for public entities which allows them to prefund O:her Post-Employment Benefit liabilities. The Firm has a structured products desk that provides advice to help clients mitigate risk though investment management, debt management, and commodity price risk management products. These products consist of but are not limited to swaps (interest rate, currency, commodity), options, repos, escrow structuring and ot1er securities . Continuing disclosure services provided by the Firm assists issuers in meeting disclosure requirements set forth in SEC rule 15c2-12 . Services include but are not limited to ongoing maintenance of issuer compliance, automatic tracking of issuer's annual filings and public notification of material events . The Firm administers two government investment pools for Texas governments; the Short- Term Asset Reserve Fund (TexSTAR) and the Local Government Investment Cooperative (LOGIC). These programs offer Texas governmental entities investment options for their cash management p-ograms based on the entities' specific needs . The Firm and the aforementioned affiliates' business with a client could create an incentive for the Firm to recommend to a client a course of action designed to increase the level of a client's business activities with the affiliates or to recommend against a course of action that would reduce or eliminate a client's business 3ctivities with the affiliates. Furthermore, this potential conflict is mitigated by the fact that the Firm and affiliates are subject to their own comprehensive regulatory regime as members of multiple self-regulatory organizations in which compliance is verified by not only internal tests but annual external examinations. II. Other Municipal Advisor or Undeiwriting Relationships. The Firm serves a wide variety of clients that may from time to time have interests that could have a direct or indirect impact on the interests of other clients. For example, the Firm serves as municipal advisor to other clients and, in such cases, owes a regulatory duty to such other clients just as it does to all of its municipal advisory clients. These other clients may, from frne to time and depending on the specific circumstances, have competing interests, such as accessing the new issue market with the most advantageous timing and with limited competition at the time of the offering. In acting in the interests of its various clients, the Firm could potentially face a conflict of interest arising from these competing client interests. In other cases, as a broker-dealer that engages in underwritings of new issuances of municipal securities by other municipal entities, the interests of the Firm to achieve a successful and profitable underwriting for its municipal entity underwriting c ients could potentially constitute a conflict of interest if, as in the example above, the municipal entities that the Firm series as underwriter or municipal advisor have © 2020 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE HilltopSecurities ~ A HMltop Holdings Company competing interests in seek ing to access the new issue market with the most advantageous timing and with limited competition at the time of the offering. None of these other engagements or relationships would impair the Firm's ability to fulfill its regulatory duties to any specific client. Ill. Secon d ary Market Transacti ons in Client's Secu r it ies. The Firm, in connection with its sales and trading activities , may take a principal position in securities, including securities of its clients, and therefore the Firm could have interests in conflict with a client with 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 and sales thereof. In particular, the Firm or its affiliates may submit orders for and acquire a municipal advisory client's securities issued in an issue under a municipal advisory agreement from members of the underwriting syndicate , either for its own account or for the accounts of its customers . This activity may result in a conflict of interest with the client in that it could create the incentive for the Firm to make recommendations to the client that could result in more advantageous pricing of the client's bond in the marketplace . Any such conflict is mitigated by means of such activities being engaged in on customary terms through units of the Firm that operate independently from the Firm's municipal advisory business, thereby reducing the likelihood that such investment activities would have an impact on the services provided by the Firm to any client under a municipal advisory agreement. IV. Broker-Dealer and Investment Adv isory Business. The Firm is dually registered as a broker-dealer and an investment advisor that engages in a broad range of securities-related activities to service its clients, in addition to serving as a municipal advisor or underwriter. Such securities-related activities, which may include but are not limited to the buying and sell ing of new issue and outstanding securities and investment advice in connection with such securities, including securities of the Firm 's municipal advisory clients , may be undertaken on behalf of, or as counterparty to , the client , personnel of the client , and current or potential investors in the securities of the client. These other clients may, from t ime to time and depending on the specific circumstances , have interests in conflict with those of the Firm 's municipal advisory clients, such as when their buying or selling of the municipal advisory client's securities may have an adverse effect on the market for the municipal advisory client's securities , and the interests of such other clients could create the incentive for the Firm to make recommendations to the municipal advisory client that could result in more advantageous pricing for the other clients . Furthermore, any potential conflict arising from the Firm effecting or otherwise assisting such other clients in connection with such transactions is mitigated by means of such activities being engaged in on customary terms through units of the Firm that operate independently from the Firm's municipal advisory business, thereby reducing the likelihood that the interests of such other clients would have an impact on the services provided by the Firm to its municipal advisory client. V. Compensation-Based Conflicts. Fees that are based on the size of the issue are contingent upon the delivery of the issue . While this form of compensation is customary in the municipal securities market, this may present a conflict because it could create an incentive for the Firm to recommend unnecessary financings or financings that are disadvantageous to its clients, or to advise clients to increase the size of the issue . This conflict of interest is mitigated by the general mitigations described above. Fees based on a fixed amount are usually based upon an analysis by the client and the Firm of, among other things, the expected duration and complexity of the transaction and the scope of municipal services to be performed by the Firm . This form of compensation presents a potential conflict of interest because, if the transaction requires more work than originally contemplated, the Firm may suffer a loss. Thus , the Firm may recommend less time-consuming alternatives, or fail to do a thorough analysis of alternatives . This conflict of interest is mitigated by the general mitigations described above . Hourly fees are calculated with, the aggregate amount equaling the number of hours wo rked by Firm personnel times an agreed-upon hourly billing rate . This form of compensation presents a potential conflict of interest if the client and the Firm do not agree on a reasonable maximum amount at the outset of the engagement, because the Firm does not have a financial incentive to recommend alternatives that would result in fewer hours worked. This conflict of interest is mitigated by the general mitigations described above. PART B -Disclosures of Information Regarding Legal Events and Disc iplinary History MSRB Rule G-42 requires that municipal advisors provide to their clients certain disclosures of legal or disciplinary events material to its client's evaluat ion of the municipal advisor or the integrity of the municipal advisor's management or advisory personnel. Accordingly, the Firm sets out below required disclosures and related information in connection with such disclosures . I. Material Leg a l o r Disciplinary Event. The Firm discloses the following legal or disciplinary events that may be material to a client's evaluation of the Firm or the integrity of the Firm's management or advisory personnel: © 2020 Hilltop Securities Inc . All rights reserved. Member FINRA/SIPC/NYSE HilltopSecurities ~ A Hilltop Holdings Company • For related disciplinary actions please refer to the Firm's BrokerCheck webpage. • The Firm self-reported violations of SEC Rule 15c2-12: Continuing Disclosure. The Firm settled with the SEC on February 2, 2016. The firm agreed to retain independent consultant and adopt the consultant's finding. Firm paid a fine of $360,000. • The Firm settled with the SEC in matters related to violations of MSRB Rules G-23(c), G-17 and SEC rule 15B(c) (1). The Firm disgorged fees of $120,000 received as financial advirnr on the deal, paid prejudgment interest of $22,400.00 and a penalty of $50,000.00. • The Firm entered into a Settlement Agreement with Rhode Island Commerce Corporation. Under the Settlement Agreement, the firm agreed to pay $16.0 million to settle any and all claims in connection with The Rhode Island Economic Development Corporation Job Creation Guaranty Program Taxable Revenue Bond (38 Studios, LLC Project) Series 2010, including the litigation thereto. The case, filed in 2012, arose out of a failed loan by Rhode Island Economic Development Corporation. The firm's predecessor company, First Southwest Company, LLC, was one of 14 defendants. FirstSouthwest's engagement was limited to advising on the structure, terms, and rating of the underlying bonds. Hilltop settled with no admission of liability or wrongdoing. • On April 30, 2019, the Firm entered into a Settlement Agreement with Berkeley County School District of Berkeley County, South Carolina. The case, filed in March of 2019, arose in connection with certain bond transactions occurring from 2012 to 2014, for which former employees of Southwest Securil:ies, Inc., a predecessor company, provided financial advisory services. The Firm agreed to disgorge all financial ad11isory fees related to such bond transactions, which amounted to $822,966.47, to settle any and all claims, including litigation thereto. Under the Settlement Agreement, the Firm was dismissed from the lawsuit with prejudice, nc additional penalty, and with no admission of liability or wrongdoing. II. How to Access Form MA and Form MA-I Filings. The Firm's most recent Form MA and each most recent Form MA-I filed with the SEC are available on the SEC's EDGAR system at Forms MA and MA-I. The SEC permits certain items of information required on Form MA or MA-I to be provided by reference to such required information already filed by the Firm in its capacity as a broker-dealer on Form SD or Form U4 or as an investment adviser on Form ADV, as applicable. Information provided by the Firm on Form SD or Form U4 is publicly accessible through reports generated by BrokerCheck at http ://brokercheck .finra .org/, and the Firm's most recent Form ADV is publicly accessible at the Investment Adviser Public Disclosure website at http://www.advlserinfo,sec.gov/. For purposes of accessing such BrokerCheck reports or Form ADV, click previous hyperlinks. © 2020 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE EXHIBIT "B" FEE SCHEDULE The rates specified below shall be in effect for the entire term of the Agreement, including any renewal or extension term(s), unless otherwise expressly stated below. Any goods or services required under this Agreement for which no specific fee or cost is expressly stated in this Fee Schedule shall be deemed to be included, at no extra cost, within the costs and fees expressly provided for in this Exhibit B. Table A: Basic Fees Basic Fees/Bond Issuance: For bonds, the Village of Key Biscayne expects to contract services on a volume of bonds basis. Basic fees will be based on dollars per $1,000 of bond issue. Basic fees will include services of the Financial Advisor as noted in the Scope of Services and will include word processing, computer time, and reasonable communications. Range Fee per $1,000 of bond issue Minimum Fee per Issue $16,500 Up to $10 Million, per bond $1.00 $10 to $30 Million, per bond $0.75 $30 to $50 Million, per bond $0.60 Over $50 Million, per bond $0.50 Maximum Fee Per Issue $50,000 Bank Loan: Fees for assistance with bank loans will be issued on a flat fee basis Fee per issue: $16,500 Flat Monthly Retainer $500/month Deliverables shall only be invoiced upon satisfactory completion of the applicable Deliverable as evidenced by written approval by authorized Village personnel. Table B: Additional Services Unrelated to a specific bond issue, consulting services may be requested by the Village and contracted for on an hourly rate basis. Proposer must specify hourly rates for individuals assigned to special services, such as partner, senior officer, officer, professional staff, junior staff, and support staff or as a flat monthly retainer. Position Rate per Hour Director/Managing Director $195 Assistant Vice President/Vice President $165 Analyst/ Associate $125 Page 12 of 12