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FirstSouthwest Submission - City of South Miami RFQFN2014-03 Request for Qualifications for Financial Advisory Services, RFQ #FN2014-03 City of South Miami, Florida December 17, 2014 Ci t y o f S o u t h M i a m i , F l o r i d a De c e m b e r 1 7 , 2 0 1 4 Re q u e s t f o r Q u a l i f i c a t i o n s Fo r F i n a n c i a l A d v i s o r y S e r v i c e s # F N 2 0 1 4 -03 CONTACTS: Ed Stull, Managing Director, Ed.Stull@firstsw.com Joel Tindal, Senior Vice President, Joel.Tindal@firstsw.com 450 South Orange Avenue, Suite 460, Orlando, Florida 32801 Phone: 407.426.9611 Fax: 407.426.7835 Member FINRA & SIPC | © 2014 FirstSouthwest December 17, 2014 South Miami City Hall 6130 Sunset Drive South Miami, Florida 33143 Dear Selection Committee: On behalf of First Southwest Company (“FirstSouthwest”), we appreciate the opportunity to respond to the City of South Miami’s (the “City”) Request for Qualifications for Financial Advisory Services. Since 1946, we have served as financial advisor to issuers similar to the City and have gained unique insight into the goals, challenges and opportunities often seen by municipalities throughout the country. We believe that we are the most qualified and capable financial advisor to provide, on an efficient and timely basis, all services described in the City’s Request for Qualifications. Understanding of Work to Be Completed. FirstSouthwest is familiar with the City’s Scope of Services and is fully capable of continuing our assistance by providing sound advice in the planning, structuring, and timing of a comprehensive plan of finance in connection with the City’s capital and operating programs. As a full service firm, we have the in-house capabilities to provide virtually all services that would be requested by the City including traditional financial advisory services, arbitrage rebate and continuing disclosure, asset management, derivative and investment agreement advisory services, strategic consulting and P3 advisory services, corporate finance, and pension and OPEB consulting among others. To that end, we are fully prepared and equipped to provide the full range of services the City seeks including evaluating the City’s outstanding debt for potential refunding opportunities in the current market. Our ability to draw upon the vast resources of our firm and national experience will ensure the City receives the best advice and options available. Florida Financing Experience & Experience with the City. FirstSouthwest has served and currently serves numerous municipal issuers throughout the State of Florida as financial advisor, including within the south Florida area. Our previous experience has included the cities of Fort Lauderdale, Hialeah Gardens, Hollywood, Miami, North Miami Beach, and Opa Locka; the Riviera Community Redevelopment Agency; Miami-Dade County; Miami Parking Authority; and the Miami-Dade County Expressway Authority among others. FirstSouthwest currently works with many other Florida issuers including the cities of Sanford, Edgewater, Lake Mary, Palm Coast, Port St. Lucie, Panama City, Inverness, North Port, Punta Gorda, Palm Bay, and Fernandina Beach; the Counties of Charlotte, Citrus, Lake, Seminole, Martin, Escambia, Bay, Indian River and Okaloosa; the Peace River/Manasota Regional Water Supply Authority; the Tampa-Hillsborough Expressway Authority; and the Florida Gas Utility among many others. In addition to our experience throughout the State of Florida, FirstSouthwest has direct experience with the City itself. Since being selected as financial advisor to the City in 2010, FirstSouthwest provided financial expertise and assistance to the City in the development of a comprehensive plan to refund certain existing debt that was the focus of an IRS settlement agreement. In addition, FirstSouthwest continued to provide additional expertise to the City in the evaluation of refunding savings opportunities based upon then current market conditions. We are fully capable and willing to continue to provide the requested services to the City on a timely and efficient basis. National Financial Advisory Experience. FirstSouthwest has amassed a wealth of knowledge and experience in all types and roles of municipal financing. According to MuniAnalytics, for the three-year period ending November 30, 450 South Orange Avenue, Suite 460 Orlando, Florida 32801 Edward D. Stull, Jr. Managing Director 407.426.9611 Direct 407.426.7835 Fax Joel G. Tindal Senior Vice President 2014, First Southwest served as financial advisor on the most debt issues in the nation, 2,555 transactions, totaling $93.40 billion par amount – 22 of these transactions were for Florida issuers, totaling $3.51 billion par amount. Local Presence and Commitment to Florida Issuers. FirstSouthwest has maintained an office in the State of Florida since 1987 and currently has offices in Aventura and Orlando. We understand the nature of the work the City seeks, and believe that we are able to provide additional benefit to the City by maintaining a branch office within Miami -Dade County that includes members of our proposed financial advisory team. Accountability and Transparency. FirstSouthwest believes that when an issuer is selecting a financial advisor, accountability and transparency are paramount. As a broker/dealer, FirstSouthwest is subject to the rules and regulations of various governmental bodies such as the U.S. Securities and Exchange Commission (“SEC”) and the Financial Industry Regulatory Authority (“FINRA”), among others, and we adhere to the rules of the Municipal Securities Rule Making Board (“MSRB”). Financial reform is taking place in the municipal marketplace, and all financial advisory firms will come under greater regulatory supervision. Compliance to SEC and other rule-making entity mandates is expensive, time consuming and requires focus, time and effort by regulated companies. FirstSouthwest has the infrastructure already in place to stay fully compliant to such r ules and regulations so the City can be assured that our focus on the City’s needs will not be diverted. Capital Markets Expertise. As a leading financial advisor to municipalities throughout the country, FirstSouthwest has been providing expert guidance to our clients in every transaction that we have served as financial advisor. Because our firm provides a full-line of services and capital markets expertise, we are able to provide a perspective that many of our competitors cannot. An extraordinary benefit of utilizing FirstSouthwest as financial advisor is the expertise during the sale process of bonds on either a competitive or negotiated basis, and assurance that interest rates are set at correct levels. FirstSouthwest provides our financial advisory clients with first hand market information directly from our own capital markets professionals, which is expertise unmatched by other financial advisors who do not have a true capital markets group. FirstSouthwest, on average, is involved on more than 20 debt transactions per week, and access to direct, accurate market information is imperative in today’s environment. We can cite numerous examples where our capital markets group has provided valuable information and recommendations that ultimately led to the l owest possible cost of borrowing for our client. Business Philosophy. We are client driven – not product driven. Our business philosophy is simple: our clients’ goals are our goals, and by providing them with access to our wealth of resources and experience firm wide while continuing to develop new resources, we are able to better meet our clients’ needs. This philosophy is achieved by way of our team concept, whereby our professionals work collaboratively in an environment that attracts and retains talented professionals across the country. The team approach provides a higher level of experience, proficiency, and client service by matching our individual talents to the tasks at hand. As a Managing Director and a Senior Vice President of the firm, we are able to negotiate, bind, and commit the firm’s resources. Our contact information, including address and phone number, is noted above on the company letterhead. Should you have any questions regarding our response or require additional information, please contact us at 407.426.9611. Sincerely yours, Edward D. Stull, Jr. Joel G. Tindal Managing Director Senior Vice President Table of Contents D. Firm Overview ......................................................................................................................................... 1 E. Personnel and References .................................................................................................................... 3 F. Other Relevant Financing Experience ................................................................................................ 16 G. Long-term Strategic Financial Planning Experience ........................................................................ 17 H. Tax-Exempt New Money Product Experience ................................................................................... 18 I. Taxable Financing Experience ............................................................................................................. 19 J. Advance and Current Refunding and Refinancing Experience ....................................................... 21 K. Market and Pricing Information .......................................................................................................... 23 L. Disciplinary Actions ............................................................................................................................. 29 APPENDIX A Required Forms Table of Contents Page | i Member FINRA & SIPC | © 2014 FirstSouthwest D. Firm Overview State the full legal name and organizational structure of the firm. Describe the ownership structure of your firm, including your firm’s affiliation with any financial institution(s). State the location of the office that will be serving the City including mailing address and telephone numbers. a. Name of Firm submitting the proposal. b. Name and title of individual responsible for proposal. c. Mailing address. d. Telephone and facsimile numbers. Legal Name: First Southwest Company Firm Overview FirstSouthwest is a diversified investment banking firm focused on one mission: to provide superior financial advisory and related services to public entities in Florida and nationwide. FirstSouthwest is confident that our 68 years of experience with providing financial advisory services to issuers of tax-exempt and taxable debt, along with our extensive analytical and human resources will provide the full scope of financial advisory services the City of South Miami (the “City”) seeks. Founded in 1946 403 Employees Firm Wide 25 Offices in 14 States 150 Employees in Public Finance FIFTEEN “Deal of the Year” Awards Reliable, Firsthand Market Information #1 Financial Advisor in the Nation for 2013* #1 Financial Advisor in the Nation to Cities* * Source: Ipreo MuniAnalytics (Ranked by Number of Issues from 2009-2013, unless specified otherwise) Financial Advisor since 1946 Since inception, we consistently have been ranked as a leading financial advisory firm nationally based on both number of issues and par volume. The following table demonstrates our activities in the role as financial advisor in the last decade alone. A Decade as Financial Advisor FirstSouthwest’s National Experience Source: Ipreo MuniAnalytics Year Par Amount Number of Issues ($ Bil) Issues 2013 26.52 831 2012 31.72 882 2011 25.45 817 2010 33.37 873 2009 27.22 744 2008 24.59 708 2007 35.25 910 2006 22.76 876 2005 22.74 896 2004 17.08 792 TOTAL $266.7 Billion 8,329 Issues Personnel & Public Finance Focus FirstSouthwest currently employs just over 400 staff members firm-wide. With approximately 150 public finance employees as of 2014, FirstSouthwest’s Public Finance Department has been the mainstay of our growth. Each of FirstSouthwest’s branch offices and approximately 40% percent of total staff firm-wide are dedicated almost exclusively to public finance banking. Approximately 50% of total personnel are dedicated to public finance when sales and underwriting personnel are included. FirstSouthwest’s commitment to serving public issuers and expertise in the areas of public finance should enable our team to provide valuable insights and advice when it comes to making decisions regarding the City’s financial needs. Full Service Approach and Capabilities At FirstSouthwest, we organize our Public Finance Department by industry, region, and product, giving us a focus group for nearly every type of public entity. Ancillary services further support our financial advisory practice: capital markets, asset management, structure finance, corporate finance, and pension and OPEB advisory among others. All areas of our firm will support our Finance Team as necessary when providing financial advisory services to the City. Page | 1 Member FINRA & SIPC | © 2014 FirstSouthwest Expertise Across Sectors & Types FirstSouthwest has served as financial advisor to municipal issuers on virtually all types of municipal financings. The collective experience of our firm extends to the issuance of many different types of municipal debt, including but not limited to:  General Obligations  Special Tax  Non-Ad Valorem  COPs  Water & Sewer  Airport Revenue  Toll Road Bonds  Rapid Transit  Solid Waste  Special Tax Bonds  Housing  Revolving Funds  Student Loan  Healthcare  Higher Education  Ports  School District  Public Power  Convention Center/Hotel  Industrial Revenue Bonds  Lease Purchase Bonds  Limited Tax  Special Districts  Fixed Rate Bonds  Variable Rate Bonds  Mortgage Revenue Bonds  Refunding Bonds  Synthetic Structures  Forward Delivery  Taxable Bonds  VRDOs  FRNs  Tax Increment Financing  Commercial Paper  ARRA Instruments  Tax Anticipation Notes  Revenue Anticipation Notes  Bond Anticipation Notes  Grant Anticipation Notes  Loans  Leases  Pooled Programs As financial advisor, the scope of services we offer is entirely comprehensive, constantly evolving, easily adaptable, and truly unmatched by that of other firms. We provide analysis of the costs/benefits of different pricing and structuring options, including fixed rate versus variable rate; taxable versus tax-exempt versus AMT or a combination thereof; private placement versus letter of credit backed; callable versus non- callable; par versus premium or discount; pooled financings versus stand-alone, among countless other considerations. National Reach with Florida Expertise FirstSouthwest is headquartered in Dallas, Texas, and maintains 25 offices in 14 states. FirstSouthwest offers the resources, experience, and market expertise of a national firm to a broad cross-section of governmental borrowers in every region and market sector. FirstSouthwest has maintained an office in the State of Florida since 1987. Currently, FirstSouthwest employs six public finance professionals in addition to support personnel in the Florida offices, and our professionals in the Aventura and Orlando offices will provide substantial support to the City in the engagement. Advantages of a Local Presence. FirstSouthwest’s presence in the State of Florida provides distinct advantages to the City, including:  Commitment of local support to the City, offering readily available resources.  In-depth knowledge of Florida issuers, providing expertise that rivals that of any other firm.  Familiarity with entities with which the City will need to associate. Our experience is constantly being built upon by participating in a multitude of public finance engagements for state, county, and city-level issuers within Florida, providing invaluable experience that will aid and benefit the City when securing funding for its infrastructure needs. The following map illustrates FirstSouthwest’s office locations throughout the United States and in Florida. Office Locations to Serve the City Mssrs. Edward Stull and Joel Tindal, both with extensive experience serving Florida governmental entities, will lead the project team as Co-Project Managers. The Co-Project Managers are responsible for this proposal and will also be responsible for the coordination of all services provided to the City. They will call upon the expertise of other personnel Page | 2 Member FINRA & SIPC | © 2014 FirstSouthwest throughout the firm as necessary to ensure that the City’s needs are fully addressed. Co-Project Managers Engagement Manager Edward Stull, Managing Director Day-to-Day Contact Joel Tindal, Senior Vice President Office Location 450 S. Orange Avenue, Suite 460 Orlando, Florida 32801 407.426.9611 (p) | 407.426.7835 (f) In addition to our Co-Project Managers, FirstSouthwest’s proposed team includes staff located in our Aventura, Florida office located within Miami- Dade County. Ownership Structure First Southwest Company, First Southwest Asset Management, Inc. and FSW Advisory Services, Inc., all Delaware corporations, are wholly-owned subsidiaries of First Southwest Holdings LLC, which is a wholly- owned subsidiary of PlainsCapital Bank. PlainsCapital Bank is a wholly-owned subsidiary of PlainsCapital Corporation, which is wholly-owned by Hilltop Holdings Inc. On April 1, 2014, Hilltop Holdings Inc. (“Hilltop”), the ultimate parent company of First Southwest Company (“FirstSouthwest”), entered into a definitive merger agreement with SWS Group, Inc. (“SWSG”), the parent company of Southwest Securities, Inc., providing for the merger of SWSG with and into Hilltop. The merger is subject to customary closing conditions and is expected to be completed prior to the end of 2014. See the following ownership structure of the firm. National Financial Advisory Presence FirstSouthwest consistently ranks among the top financial advisors in the nation for number of transactions. During the past three years, FirstSouthwest provided financial advisory services on 2,555 issues totaling $93.40 billion par volume. Such level of participation in the public finance arena ranks us as the number-one firm for number of issues and number-two for par volume, as seen in the following ranking table. The ranking tables below illustrate how FirstSouthwest compares to other firms in several of the areas of interest to the City. Financial Advisory Ranking Overall - Number of Transactions 12/1/2011 to 11/30/2014 Source: Ipreo MuniAnalytics Financial Advisory Ranking City-Level Transactions 12/1/2011 to 11/30/2014 Source: Ipreo MuniAnalytics E. Personnel and References Identify the primary individuals who will provide services to the City with regard to the day-to-day relationship with the City and include a brief resume for each of the primary individuals including licenses and certifications held by those individuals. Provide a list of five clients the firm has worked with in the Hilltop Holdings, LLC PlainsCapital Corporation PlainsCapital Bank First Southwest Holdings LLC FirstSouthwest Asset Management, Inc. FirstSouthwest Advisory Services, Inc. FirstSouthwest Company Page | 3 Member FINRA & SIPC | © 2014 FirstSouthwest last 36 months. Indicate the firm’s experience with clients within the State of Florida and provide a brief description of the type of services provided as well as the names, titles, addresses and telephone numbers of those primarily responsible for the account. In addition to the day-to-day relationship, please provide information regarding the firm’s and individual’s experience with transactions which are similar to financings contemplated by the City (i.e. taxable or tax-exempt new money issues, variable rate financings, commercial paper, etc.) If the firm and/or individuals have experience with transactions within the State of Florida, please include those clients as references. Project Management FirstSouthwest offers a staff of experienced and skilled professionals for its engagement with the City. We employ professionals with diverse specializations so that our internal resources can meet the financial needs of the City. To maximize this most important quality of our firm, FirstSouthwest asserts a “team philosophy,” whereby we make all efforts to call upon the most qualified personnel to assist with every aspect of a given financing. Because of our team approach, the City can expect a higher level of customized service from FirstSouthwest. Ed Stull, Managing Director in our Orlando office with more than 28 years of experience serving issuers in the State of Florida, will serve as Co-Project Manager for our engagement with the City along with Joel Tindal, Senior Vice President in the Orlando office. Mr. Tindal has over 9 years of experience serving municipal issuers throughout the State of Florida, including the City of South Miami. Since being selected as financial advisor to the City in 2010, Mr. Tindal provided financial expertise and assistance to the City’s finance team and legal counsel in the development of a comprehensive plan to refund certain existing debt that was the focus of an IRS settlement agreement. In addition, he continued to provide additional services to the City in the evaluation of refunding savings opportunities based upon prevailing market conditions. The City can be confident that our proposed Co-Project Managers will continue to provide the expertise and assistance that the City seeks. By acting as an extension of the City’s staff, Mssrs. Stull and Tindal will coordinate the efforts of FirstSouthwest’s analytical and specialized staff while communicating our efforts to the City. Through our team approach, FirstSouthwest’s Co-Project managers will ensure that the City receives the available resources and continuous availability throughout our engagement. Team Organization Proposed Finance Team Co-Project Managers Engagement Manager Day-to-Day Contact Edward Stull, Jr. Managing Director Orlando Office 28-Years License: Series 7, 53, 63, 79 Joel Tindal Senior Vice President Orlando Office 9-Years License: Series 7, 63, 79 Senior Support Lakshmi McGrath Vice President Aventura Office 16-Years License: Series 7, 63, 79 Mark Galvin Senior Vice President Orlando Office 30-Years License: Series 7, 52, 63, 79 Analytical Support Credit Specialist Andrew Mazlin Analyst Orlando Office 3-Years License: Series 7, 63 Angela Kukoda Senior Vice President Dallas Office 20-Years License: Series 52, 63 Structured Products Investment Management Richard Konkel Senior Vice President Dallas Office 9-Years License: Series 7, 63, 79 Scott McIntyre Senior Vice President Austin Office 16-Years License: Series 7, 24, 63, 65 Bond Pricing Support Long-Term Bond Pricing Support Short-term Pete Stare Managing Director Dallas Office 39-Years License: Series 7, 53, 63 Donna Ciccimarro Senior Vice President New York Office 27-Years License: Series 7, 63 On the following pages, we include resumes of the Co- Project Managers in addition to the additional experts assigned to the City’s project team. Page | 4 Member FINRA & SIPC | © 2014 FirstSouthwest Resumes Edward D. Stull, Jr. Managing Director 450 S. Orange Avenue, Suite 460 Orlando, Florida 32801 Telephone: 407.426.9611 ed.stull@firstsw.com Areas of Focus Specializes in the areas of cities; counties; water, sewer and stormwater utilities; special assessments; CRAs; transportation and toll financing; and not-for-profit organizations Profile  More than 28 years’ experience in banking and public finance  Joined FirstSouthwest in 2001  Has served as banker on over $15 billion in municipal transactions, including fixed and variable rate municipal bonds, private placements, and interest rate swaps  Has provided services for issuers such as the Cities of North Port, Venice, Punta Gorda, Oviedo, Fort Lauderdale, Port St. Lucie, Palm Bay, North Miami Beach, Bay Harbor Islands, Miami and Fernandina Beach, Florida; the counties of Indian River, Martin, Sarasota, Taylor and Lake; Tampa- Hillsborough County Expressway Authority; New Jersey Turnpike Authority; Rhode Island Turnpike and Bridge Authority; Orlando-Orange County Expressway Authority; Oklahoma Turnpike Authority; New York State Thruway Authority; Illinois State Toll Highway Authority; Buffalo and Fort Erie Public Bridge Authority (Peace Bridge); Miami-Dade County Expressway Authority; and the Florida Ports Financing Commission  Prior to joining FirstSouthwest, Ed served as a relationship manager with SunTrust Bank where he specialized in providing direct bank loans, letters of credit, liquidity facilities, investments, cash management and interest rate hedging products to a variety of clients in the governmental and institutional markets Accomplishments  Has participated in over $15 billion in municipal and tax-exempt transactions  In 2003, Ed served as the lead financial advisor on the $1.07 billion financing for the Orlando-Orange County Expressway Authority, a complex financing that received recognition as The Bond Buyer’s “Deal of the Year” as one of the 10 most innovative deals in the country for 2003 Education  Bachelor of Science in Finance, University of Florida Current Affiliations  International Bridge, Tunnel and Turnpike Association  Florida Citrus Sports Licenses Held  Registered Representative of the Financial Industry Regulatory Authority (FINRA) o General Securities Representative, Series 7 o Municipal Securities Principal, Series 53 o Uniform Securities Agent, Series 63 o Investment Banking Representative, Series 79 Joel G. Tindal Senior Vice President 450 S. Orange Avenue, Suite 460 Orlando, Florida 32801 Telephone: 407.426.9611 joel.tindal@firstsw.com Areas of Focus Specializes in public finance Profile  Joined First Southwest in 2005  Provides financial advisory services to municipal issuers throughout the State of Florida including providing quantitative financial analysis, modelling proposed financing structures, analyzes credit and cash flow, reviews legal documentation, prepares rating agency and bond insurer presentations, obtains credit enhancement, and contributes to the general processing of financings for numerous clients Page | 5 Member FINRA & SIPC | © 2014 FirstSouthwest  Has provided services for issuers such as the cities of Fort Lauderdale, Palm Bay, Punta Gorda, South Miami, Venice; the counties of Bay, Charlotte, Escambia, Sarasota; the Florida Ports Financing Commission, Gasparilla Island Bridge Authority, Orlando Orange County Expressway Authority, Miami -Dade County Aviation Department, and Riviera Beach Community Redevelopment Agency among many others  Participated in over $6 billion in municipal transactions including fixed and variable rate municipal bonds, loans, and interest rate swaps Education  Bachelor of Science in Business Administration majoring in Finance, University of Florida Licenses Held  Registered Representative of the Financial Industry Regulatory Authority (FINRA) o General Securities Representative, Series 7 o Uniform Securities Agent, Series 63 o Investment Banking Representative, Series 79 Lakshmi McGrath Vice President 18851 NE 29th Avenue, Suite 520 Aventura, Florida 33180 Telephone: 305.819.8886 lakshmi.mcgrath@firstsw.com Areas of Focus Specializes in public finance Profile  Joined First Southwest in 1998  Has been in the municipal business since 1987  Serves as financial advisor to issuers including Miami International Airport, Miami-Dade County Expressway Authority, Housing Finance Authority of Lee County, and other South Florida issuers  Provides quantitative financial analysis, models proposed financing structures, analyzes credit and cash flow, reviews legal documentation, prepares rating agency and bond insurer presentations, obtains credit enhancement, and oversees the general processing of financings  Involved in more than $6 billion in new money, refunding, variable rate debt issuances, and over $2 billion in commercial paper transactions  Previously served as the lead banker in a wide array of financings for Florida issuers, including utility systems, ad valorem and non-ad valorem issues, and many other types of general governmental financings, as well as many financings in specialized sectors such as housing, transportation, and healthcare  Previously served as Vice President in the Corporate Trust department at First Union National Bank and administered a large diverse portfolio of bond issues for major Florida and Georgia issuers (specialization in Housing)  Has more than 16 years of banking, trust operations and administration experience in both corporate and consulting environments  Has worked for the First Union National Bank, Federal Reserve Bank of Atlanta/Miami Branch, Southeast Bank, N.A., Bradford Trust, FIDATA Trust, Wall Street Trust, and Bank of New York (which acquired Wall Street Trust) Education  Bachelor’s degree in Mathematics, Rutgers University Licenses Held  Registered Representative of the Financial Industry Regulatory Authority (FINRA) o General Securities Representative, Series 7 o Uniform Securities Agent, Series 63 o Investment Banking Representative, Series 79 (continued to next page) Page | 6 Member FINRA & SIPC | © 2014 FirstSouthwest Mark P. Galvin Senior Vice President 450 S. Orange Avenue, Suite 460 Orlando, Florida 32801 Telephone: 407.426.9611 mark.galvin@firstsw.com Areas of Focus Specializes in general municipal finance, utilities, higher education and non-for-profits Profile  Joined FirstSouthwest in 2002  Has more than 30 years of investment banking and financial advisory experience  Has provided services for issuers such as the cities of Deltona, Edgewater, Haines City, Lake Mary, Mascotte, New Smyrna Beach, Ocoee, Orlando, Oviedo, Palm Coast, Sanford, South Daytona, Tavares; the counties of Citrus and Okaloosa; Florida A&M University, University of Central Florida, University of North Florida, Florida Community Services Corporation of Walton County, Florida Gas Utility, Florida PACE Funding Agency, Orlando-Orange County Expressway Authority, Pace Water Authority, and Tohopekaliga Water Authority.  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 Education  Bachelor of Science in Business Administration, University of Central Florida  Master of Business Administration, University of Central Florida Licenses Held  Registered Representative of the Financial Industry Regulatory Authority (FINRA) o General Securities Representative, Series 7 o Municipal Securities Representative, Series 52 o Uniform Securities Agent, Series 63 o Investment Banking Representative, Series 79 Andrew A. Mazlin Analyst 450 S. Orange Avenue, Suite 460 Orlando, Florida 32801 Telephone: 407.426.9611 Andrew.Mazlin@firstsw.com Areas of Focus Specializes in technical and analytical investment banking services for a variety of clients Profile  Joined FirstSouthwest in 2011  Responsible for client, project and analytical support for each engagement  Has provided analytical services to issuers such as the Town of Bay Harbor Islands, the cities of Edgewater, Fort Lauderdale, Hialeah Gardens, North Miami Beach, Ocoee, Panama City, Palm Coast, Sanford, Tavares; and the counties of Bay, Escambia, Lake, Martin and Okaloosa  Assists with bond sizing, spreadsheet modeling, refunding analyses, interest rate swap analyses, and documentation review for debt offerings Education  Bachelor of Literature, Science & Arts in Economics, University of Michigan Licenses Held  Registered Representative of the Financial Industry Regulatory Authority (FINRA) o General Securities Representative, Series 7 o Uniform Securities Agent, Series 63 Angela M. Kukoda Senior Vice President 325 N. St. Paul Street, Suite 800 Dallas, Texas 75201 Telephone: 214.953.4003 angela.kukoda@firstsw.com Areas of Focus Head of Public Finance Credit and Research Page | 7 Member FINRA & SIPC | © 2014 FirstSouthwest Profile  Joined FirstSouthwest in 2010  Assists in structuring transactions and introducing new credits to the market  Provides regular feedback to rating agencies on criteria and analytic approaches  Experience and expertise in broad range of sectors, including state and local government general obligation and appropriation-backed debt, municipal utility, special tax, and transportation (airport, seaport, toll road, mass transit, and rental car facility)  Issuers covered include Atlanta, GA (general obligation, water and sewer and airport); Bay Area Rapid Transit; Dallas, TX (general obligation); Dallas Area Rapid Transit; Dallas-Fort Worth International Airport; Detroit, MI; Kansas City, MO (airport); Miami-Dade County (airport, seaport and solid waste); Miami-Dade Expressway Authority; Oakland, CA; North Texas Tollway Authority; Port of Houston Authority; Sacramento, CA and University of Houston  Author of two FirstSouthwest white papers  Prior to joining FirstSouthwest, was senior analyst with a municipal bond insurer responsible for underwriting all transportation credits and Puerto Rico names; and did sell-side research for a prominent Wall Street firm  Began career at Standard & Poor’s (seven years), covering high-profile credits and state-level issuers throughout the U.S. Education  Master’s Degree in International Economics, Columbia University School of International and Public Affairs  Bachelor of Arts in Political Science, New York University, Phi Beta Kappa Current Affiliations  National Federation of Municipal Analysts, Board of Governors  Southern Municipal Finance Society, Board of Directors  American Association of Port Authorities Finance Committee Licenses Held  Registered Representative of the Financial Industry Regulatory Authority (FINRA) o Municipal Securities Representative, Series 52 o Uniform Securities Agent, Series 63 Richard A. Konkel Senior Vice President 325 North St. Paul Street, Suite 800 Dallas, TX 75201 214.953.4020 richard.konkel@firstsw.com Area of Focus Structured finance specialist focusing on municipal investment products, municipal derivatives and related technology products Profile  Has 14 years of combined experience in public finance and technical project management for financial services, insurance, healthcare and transportation/logistics industries  Joined FirstSouthwest in 2007; previously at Stifel Nicolaus  Responsibilities include providing analytical solutions for fair market valuation of derivatives, GASB/FASB consulting and credit surveillance, among others Education  Master of Business Administration, Crummer Graduate School of Business, Rollins College  Bachelor of Science in Mathematics, Florida State University Licenses Held  Registered Representative of the Financial Industry Regulatory Authority (FINRA) o General Securities Representative, Series 7 o Uniform Securities Agent, Series 63 o Investment Banking Representative, Series 79 (continued to next page) Page | 8 Member FINRA & SIPC | © 2014 FirstSouthwest Scott D. McIntyre, CFA Senior Vice President and Senior Portfolio Manager 300 West Sixth Street, Suite 1940 Austin, TX 78701 Telephone: 800.575.3792 scott.mcintyre@firstsw.com Areas of Focus Specializes in investment consulting and portfolio management for local governments Profile  Joined FirstSouthwest in 1998 as Senior Portfolio Manager  Is the primary manager of FirstSouthwest Asset Management’s Investment Management Division and oversees the daily operations of the group  Develops economic and interest rate outlook  Determines appropriate investment policies and strategies for fixed income clients.  Reviews client revenue and expense cash flows  Analyzes investment alternatives and calculates relative value of individual securities  Presents various investment options to clients  Purchases investment securities on a competitive basis  Reviews monthly and quarterly reports  Evaluates policy compliance and account performance  Past experience includes market and securities analysis, management of the mortgage-backed securities portfolio and active trading of short Treasury positions Education  Bachelor of Science in Management, Texas State University Current Affiliations  CFA Institute  Association for Financial Professionals  Austin Society of Financial Analysts  Government Treasurers Organization of Texas Licenses and Designations  Chartered Financial Analyst (CFA) designation from the CFA Institute  Certified Treasury Professional (CTP) designation from the Association for Financial Professionals  Registered Representative of the Financial Industry Regulatory Authority (FINRA) o General Securities Principal, Series 24 o General Securities Representative, Series 7 o Uniform Securities Agent, Series 63 o Uniform Investment Adviser, Series 65 Peter B. Stare Managing Director 325 North St. Paul Street, Suite 800 Dallas, Texas 75201 Telephone: 214.953.4040 peter.stare@firstsw.com Area of Focus Long-Term Underwriting of municipal bonds Profile  Joined First Southwest in 1996  Responsible for the negotiated underwriting efforts of both tax-exempt and taxable municipal issues  Has been involved in the securities industry since 1974 in the areas of sales, trading, underwriting, and portfolio management  Worked with several regional and nationally recognized firms managing their trading desks, municipal bond departments, and investment divisions Education  Bachelor of Business Administration, Southern Methodist University Past Affiliations  The Municipal Advisory Council of Texas, board member  Municipal Bond Clubs of Dallas and Houston, president Page | 9 Member FINRA & SIPC | © 2014 FirstSouthwest Licenses Held  Registered Representative of the Financial Industry Regulatory Authority (FINRA) o General Securities Representative, Series 7 o Municipal Securities Principal, Series 53 o Uniform Securities Agent, Series 63 Donna Ciccimarro Senior Vice President 485 Madison Ave, Suite 1800 New York, NY 10022 Telephone: 212.474.8823 donna.ciccimarro@firstsw.com Areas of Focus Tax-exempt money market trading and underwriting Profile  Joined FirstSouthwest in May 2009  Has worked in the municipal securities industry for 27 years  Previously worked at JPMorgan where she managed and traded the tax-exempt and taxable municipal CP portfolio authorized at more than $14 billion  Worked as a senior institutional salesperson, distributing tax-exempt money market products to many of the largest domestic money fund customers and corporations  Worked with issuer clients including the City of Houston, New York City Municipal Water, University of Texas, Texas Public Finance Authority, Harvard University, University of California, City Public Service of San Antonio, South Carolina Public Service, JEA, San Antonio Water, the State of California, NYS Power Authority, Texas A&M, and Stanford University  Began her career in the municipal industry at Merrill Lynch where she was a trader and underwriter in the short-term group, managing $13 billion portfolio of variable rate products comprised of weekly and daily VRDBs, tax- exempt commercial paper, and put bonds  Served as a municipal marketing specialist to the retail sales force, analyzing municipal bond portfolios and making recommendations pertaining to individual investors’ specific needs Education  Bachelor’s degree in English Education, Monmouth University; Cum Laude Current Affiliations  Municipal Bond Women’s Club of New York, President Licenses Held  Registered Representative of the Financial Industry Regulatory Authority (FINRA) o General Securities Representative, Series 7 o Uniform Securities Agent, Series 63 (continued to next page) Page | 10 Member FINRA & SIPC | © 2014 FirstSouthwest References The members of FirstSouthwest’s proposed finance team have provided financial advisory services for the following Florida clients in the past 36 months. Issuer Client Contact Description & Primary FirstSouthwest Contacts City of Punta Gorda, Florida Mr. David Drury Finance Director 326 W. Marion Ave Punta Gorda, FL 33950 (941) 575-3336 Ph ddrury@ci.punta-gorda.fl.us Services Provided: Financial Advisor Client Since: 2012 Within the last 36 months: Assisted in over $20 million of bank loan refundings, and strategic consulting services for the City and its CRA FirstSouthwest Contact(s): Joel Tindal & Edward Stull City of Fort Lauderdale, Florida Mr. Lee Feldman City Manager 100 N. Andrews Avenue Fort Lauderdale, FL 33301 (954) 828-5013 Ph lfeldman@fortlauderdale.gov Services Provided: Financial Advisor, Bidding Agent Client Since: 2011 Within the last 36 months: Assisted in over $524 million of Taxable Special Obligation Bonds and Water & Sewer Revenue Refunding Bonds FirstSouthwest Contact(s): Edward Stull & Joel Tindal City of Palm Bay, Florida Ms. Yvonne McDonald Finance Director 120 Malabar Road S.E. Palm Bay, FL 32907 (321) 953-8937 Ph mcdony@palmbayflorida.org Services Provided: Financial Advisor, Swap Advisory & Continuing Disclosure Client Since: 2005 Within the last 36 months: Assisted in over $86 million of Taxable Special Obligation Bonds, Local Option Gas Tax Notes and Utility System Refunding Notes. FirstSouthwest Contact(s): Joel Tindal & Edward Stull Port St. Lucie, Florida Mr. Ed Fry Finance Director 121 S.W. Port St. Lucie Blvd Port St. Lucie, FL 34984 (772) 871-5191 Ph efry@cityofpsl.com Services Provided: Financial Advisor Client Since: 2012 Within the last 36 months: Assisted in over $153 million of Special Assessment, General Obligation, Public Service and Utility financings. FirstSouthwest Contact(s): Edward Stull & Joel Tindal Martin County, Florida Ms. Taryn Kryzda County Administrator 2401 S.E. Monterey Road Stuart, FL 34996 (772) 288-5939 Ph tkryzda@martin.fl.us Services Provided: Financial Advisor, Continuing Disclosure, Arbitrage Rebate & Investment Management Client Since: 2005 Within the last 36 months: Assisted in over $43 million of Utility System Notes and Capital Improvement Revenue Notes. FirstSouthwest Contact(s): Edward Stull & Joel Tindal In addition to those listed in the previous table, our finance team has been involved in most of the firms transactions that occur in Florida, either as members of the assigned finance team or as support. A list of financial advisory transactions for which FirstSouthwest has provided services in Florida in the past 36 months is included below in addition to the primary FirstSouthwest team members involved. Page | 11 Member FINRA & SIPC | © 2014 FirstSouthwest Florida Transaction Experience Over the Past 36-Months Sale Date Issuer Issue Description Par Amount ($ in mils) Primary Banker(s) 12/3/2014 Miami Dade Co Aviation Department Aviation Revenue Refunding Bonds, Series 2014B (Non-AMT) $162.23 Randy Topel/ Joel Tindal 12/3/2014 Miami Dade Co Aviation Department Aviation Revenue Refunding Bonds, Series 2014A (AMT) $598.92 Randy Topel/ Joel Tindal 11/18/2014 City of Fort Lauderdale Water and Sewer Revenue Refunding Bonds, Series 2014 $121.52 Ed Stull/ Joel Tindal 11/14/2014 City of Hollywood Water and Sewer Refunding Revenue Bonds, Series 2014 $47.16 Ed Stull/ Joel Tindal 11/13/2014 Okaloosa County Sales Tax Revenue Bonds, Series 2014 $22.17 Mark Galvin 10/27/2014 City of Port St. Lucie Utility System Refunding Revenue Bonds, Series 2014 $29.59 Ed Stull/ Joel Tindal 9/25/2014 UCF Convocation Corporation UCFCC Refunding Certificate of Participation, Series 2014B $58.93 Mark Galvin 9/25/2014 Escambia County Capital Improvement Revenue Note, Series 2014 $8.50 Gary Akers/ Joel Tindal 9/23/2014 Citrus County Capital Improvement Revenue Note, Series 2014A $2.00 Mark Galvin 9/23/2014 Citrus County Capital Improvement Revenue Note, Series 2014B $0.82 Mark Galvin 9/23/2014 Citrus County Capital Improvement Revenue Note, Series 2014C (Taxable) $1.33 Mark Galvin 9/18/2014 Miami-Dade County Expressway Authority Toll System Revenue & Refunding Bonds, Series 2014B $266.43 Lakshmi McGrath/Randy Topel 9/16/2014 City of Port St. Lucie Public Service Tax Revenue Bonds, Series 2014A Taxable $13.53 Ed Stull/ Joel Tindal 9/16/2014 City of Port St. Lucie Public Service Tax Revenue Bonds, Series 2014B Recovery Zone Facility Bonds $19.78 Ed Stull/ Joel Tindal 9/15/2014 City of New Smyrna Beach General Obligation Refunding Note, Series 2014 $10.60 Mark Galvin 9/15/2014 City of New Smyrna Beach Capital Improvement Refunding Revenue Note, Series 2014 $6.14 Mark Galvin 8/25/2014 Peace River/Manasota Regional Water Supply Authority Utility System Refunding Revenue Bond, Series 2014A $27.39 Gary Akers/ Joel Tindal 8/19/2014 Okaloosa County Sales Tax Bond Anticipation Note, Series 2014 $6.00 Mark Galvin 8/19/2014 Bay County Taxable Series 2014A Revenue Note $0.64 Gary Akers/ Joel Tindal 8/18/2014 City of Deltona Utility System Bond Anticipation Note, Series 2014 $10.00 Mark Galvin/ Joel Tindal 8/4/2014 City of Oviedo Utility System Refunding Revenue Note, Series 2014A $3.63 Mark Galvin/ Joel Tindal 6/4/2014 Miami-Dade Expressway Authority Toll System Revenue Bonds, Series 2014A $314.05 Lakshmi McGrath/Randy Topel 6/3/2014 Bay County Wastewater Revenue Refunding Note, Series 2014 $10.45 Gary Akers/ Joel Tindal 6/3/2014 Bay County Water System Revenue Note, Series 2014 $18.93 Gary Akers/ Joel Tindal 6/3/2014 City of Opa Locka Capital Improvement Revenue Note, Series 2014 $8.50 Lakshmi McGrath/Joel Tindal Page | 12 Member FINRA & SIPC | © 2014 FirstSouthwest Sale Date Issuer Issue Description Par Amount ($ in mils) Primary Banker(s) 5/27/2014 Panama City Water and Sewer Refunding Revenue Note, Series 2014 $7.76 Gary Akers/ Joel Tindal 5/9/2014 Seminole County Special Obligation Bonds, Series 2014 $28.00 Gary Akers/ Joel Tindal 4/9/2014 City of North Port Utility System Refunding Revenue Note, Series 2014B $1.67 Joel Tindal/ Ed Stull 4/7/2014 City of Oviedo Utility System Refunding Revenue Note, Series 2014 $8.05 Mark Galvin 4/2/2014 City of Tavares Capital Improvement Revenue Note, Series 2014 $0.73 Mark Galvin 3/25/2014 City of North Port Utility System Refunding Revenue Note, Series 2014A $10.00 Joel Tindal/ Ed Stull 3/20/2014 City of Palm Bay Utility System Refunding Revenue Note, Series 2014 $28.80 Joel Tindal/ Ed Stull 3/20/2014 City of Palm Bay Local Option Gas Tax Refunding Revenue Note, Series 2014 $3.89 Joel Tindal/ Ed Stull 3/18/2014 City of Port St. Lucie General Obligation Bonds, Series 2014 $32.90 Ed Stull/ Joel Tindal 3/18/2014 City of Port St. Lucie General Obligation Refunding Bonds, Series 2014 $41.84 Joel Tindal/ Ed Stull 3/3/2014 City of Edgewater Capital Improvement Revenue Note, Series 2014 $1.30 Mark Galvin 1/21/2014 City of Palm Coast Redevelopment Refunding Revenue Note, Serie 2014 (State Road 100 CRA) $5.84 Mark Galvin 12/17/2013 Bay County Taxable Series 2013A Credit Note $0.65 Gary Akers/ Joel Tindal 12/11/2013 City of Sebastian Stormwater Utility Refunding Revenue Note, Series 2013 $3.10 Ed Stull 12/11/2013 City of Sebastian Infrastructure Sales Surtax Refunding Revenue Note, Series 2013 $2.89 Ed Stull 12/10/2013 City of New Smyrna Beach Capital Improvement Revenue Note, Series 2013 $8.05 Mark Galvin 12/10/2013 Miami-Dade County Expressway Authority Toll System Refunding Revenue Bonds, Series 2013B $74.75 Lakshmi McGrath/Randy Topel 12/4/2013 City of North Port Transportation Improvement Assessment Bonds, Series 2013 $39.53 Joel Tindal/ Ed Stull 12/4/2013 Gasparilla Island Bridge Authority Tax-Exempt Promissory Note, Series 2013 $10.47 Gary Akers/ Joel Tindal 11/15/2013 City of Palm Bay Taxable Special Obligation Refunding Bonds, Series 2013 $50.86 Joel Tindal/ Ed Stull 11/14/2013 Escambia County Capital Improvement Refunding Revenue Note, Series 2013 (Institute for Human & Machine Cognition) $12.00 Gary Akers/ Joel Tindal 11/12/2013 City of South Daytona Capital Improvement Revenue Note, Series 2013 $4.20 Mark Galvin 10/16/2013 City of Ocoee Water & Sewer System Refunding Revenue Note, Series 2013 $12.22 Mark Galvin 9/11/2013 City of North Miami Beach Transit System Surtax Refunding Revenue Bonds, Series 2013 (FMLC Series 2003B Loan Refunding) $3.72 Ed Stull/ Joel Tindal 9/10/2013 Martin County Lease Purchase Refunding Revenue Note, Series 2013 $4.12 Ed Stull/ Joel Tindal 9/5/2013 City of Oviedo Limited Ad Valorem Refunding Note, Series 2013 $5.90 Mark Galvin Page | 13 Member FINRA & SIPC | © 2014 FirstSouthwest Sale Date Issuer Issue Description Par Amount ($ in mils) Primary Banker(s) 8/28/2013 City of Deltona Utility System Refunding Revenue Bonds, Series 2013 $79.75 Mark Galvin/ Joel Tindal 8/20/2013 Bay County Taxable Bank Line of Credit, Series 2013 $3.00 Gary Akers/ Joel Tindal 8/14/2013 Riviera Beach Community Redevelopment Agency Redevelopment Taxable Revenue Note, Series 2013B $8.00 Joel Tindal/ Lakshmi McGrath 8/14/2013 Riviera Beach Community Redevelopment Agency Redevelopment Revenue Note, Series 2013A $3.55 Joel Tindal/ Lakshmi McGrath 8/7/2013 City of Tavares Capital Improvement Revenue Note, Series 2013 $2.75 Mark Galvin 8/5/2013 City of Oviedo Public Improvement Revenue Note, Series 2013 (Line of Credit) $3.90 Mark Galvin 7/1/2013 Gasparilla Island Bridge Authority State Infrastructure Bank Loan $30.00 Gary Akers/ Joel Tindal 7/1/2013 Orange County Industrial Development Authority Educational Facilities Refunding Revenue Bonds (UCF Hospitality School Student Housing Foundation, Inc. Project), Series 2013 $14.09 Mark Galvin 6/12/2013 City of Fernandina Beach Utility System Refunding Revenue Bonds, Series 2013A $29.72 Ed Stull 6/11/2013 City of Palm Coast Utility System Improvement and Refunding Revenue Bonds, Series 2013 $89.60 Mark Galvin 5/28/2013 Florida Community Services Corporation of Walton County Water and Sewer Revenue Refunding Note, Series 2013 $6.80 Mark Galvin 4/18/2013 City of Haines City Utility System Refunding Revenue Note, Series 2013B $2.29 Mark Galvin 4/18/2013 City of Haines City Utility System Revenue Note, Series 2013A $3.67 Mark Galvin 3/22/2013 Miami-Dade County Expressway Authority Toll System Refunding Revenue Bonds, Series 2013A $270.22 Lakshmi McGrath/Randy Topel 3/21/2013 Seminole County Capital Improvement Revenue Bond, Series 2013B $8.14 Gary Akers/ Joel Tindal 3/12/2013 Seminole County Capital Improvement Revenue Bond, Series 2013A $10.00 Gary Akers/ Joel Tindal 3/12/2013 City of South Daytona Utility System Revenue Note, Series 2013B $0.89 Mark Galvin 3/12/2013 City of South Daytona Utility System Refunding Revenue Note, Series 2013A $1.12 Mark Galvin 3/12/2013 Lake County Sales Tax Refunding Revenue Bond (Pari-mutuel Revenues Replacement Program), Series 2011 (Modified and Reissued April 1, 2013) $3.42 Gary Akers/ Joel Tindal 3/1/2013 Charlotte County Utility System Refunding Revenue Bond, Series 2013 $41.39 Gary Akers/ Joel Tindal 2/26/2013 City of Panama City Capital Improvement Revenue Note, Series 2013B $13.00 Gary Akers/ Joel Tindal 2/26/2013 City of Panama City Capital Improvement Taxable Revenue Refunding Note, Series 2013A $3.32 Gary Akers/ Joel Tindal 2/26/2013 Performing Arts Center Authority, Broward County Capital Improvement Revenue Note, Series 2013B $16.30 Ed Stull 2/26/2013 Performing Arts Center Authority, Broward County Capital Improvement Revenue Note, Series 2013A $9.70 Ed Stull 2/19/2013 City of Hialeah Gardens Transportation Tax Refunding Revenue Bonds, Series 2013 $2.06 Lakshmi McGrath/Joel Tindal Page | 14 Member FINRA & SIPC | © 2014 FirstSouthwest 12/18/2012 City of Palm Coast State Road 100 CRA Redevelopment Improvement and Refunding Revenue Note, Series 2012 $5.45 Mark Galvin 12/14/2012 City of North Miami Beach Water Revenue Refunding Bonds, Series 2012 $56.06 Ed Stull/ Joel Tindal 12/13/2012 Tampa Hillsborough County Expressway Authority Taxable Refunding Revenue Bonds, Series 2012D $70.11 Ed Stull/ Joel Tindal 12/13/2012 Tampa Hillsborough County Expressway Authority Taxable Revenue Bonds, Series 2012C $40.42 Ed Stull/ Joel Tindal 12/13/2012 Tampa Hillsborough County Expressway Authority Refunding Revenue Bonds, Series 2012B $141.73 Ed Stull/ Joel Tindal 12/13/2012 Tampa Hillsborough County Expressway Authority Refunding Revenue Bonds, Series 2012A $192.44 Ed Stull/ Joel Tindal 12/5/2012 City of Tavares Utility System Improvement Revenue Bond, Series 2012B $2.37 Mark Galvin 12/5/2012 City of Tavares Utility System Refunding Revenue Bond, Series 2012A $4.72 Mark Galvin 12/3/2012 City of Edgewater Lease Purchase Refunding Revenue Note, Series 2013 $4.55 Mark Galvin Page | 15 Member FINRA & SIPC | © 2014 FirstSouthwest F. Other Relevant Financing Experience Provide a description of your proposed primary individuals’ relevant experience over the last three years with other cities that you believe are relevant to this proposed engagement. Include three case studies, if available, that illustrate experience with relevant services where the proposed primary individuals have served as financial advisor. Please limit your response to two pages. During the past three years, FirstSouthwest has acted as Financial Advisor on 1,291 City-level bond issues totaling $22.87 billion par amount, ranking FirstSouthwest as the number-one financial advisory firm in the nation for number of City-level transactions. Additionally, the FirstSouthwest team has direct experience providing financial advisory expertise to the City, having previously served as financial advisor to the City on its $7,575,000 Taxable Revenue Note, Series 2011. The following three case studies reflect a small portion of the Co-Project Managers experience over the last three years with relevant cities within Florida. City of North Miami Beach, Florida Transaction: $3,719,000 Transit Surtax Refunding Revenue Note, Series 2013 Closing Date: September 19, 2013 Services Provided: Financial Advisory Services Transaction Overview: FirstSouthwest served as financial advisor to the City on its Transit Surtax Refunding Revenue Note, Series 2013. The Series 2013 Note was issued to refund the City’s outstanding Florida Municipal Loan Council loan for annual debt service savings. FirstSouthwest provided assistance to the City in the evaluation of the potential refunding in light of market conditions at the time, and provided detailed analysis of the potential savings through a refunding of the existing FMLC loan. The city determined to move forward with the refunding, and FirstSouthwest assisted the City and its financing team throughout the financing process. The City was able to obtain a bank loan for the refunding that provided both an attractive interest rate and prepayment provision. As a result of the refunding, the City was able to achieve a net present value savings in excess of $360,000 or 9.2% of the principal amount of the refunded FMLC loan. Town of Bay Harbor Islands, Florida Transaction: $4,923,000 Promissory Refunding Note, Series 2012 (Parking Garage) Closing Date: November 14, 2014 Services Provided: Financial Advisory Services Transaction Overview: FirstSouthwest has provided financial advisory services to the Town of Bay Harbor Islands, FL (the “Town”) for several years. Most recently we advised on its $4,923,000 Promissory Refunding Note, Series 2012 (Parking Garage). The Series 2012 Note was secured by a covenant to budget and appropriate legally available non-ad valorem revenues, and provided for the refunding of the Town’s outstanding Promissory Note, Series 2008 for annual debt service savings. The refinancing plan that took advantage of bank qualified interest rates and a structure favorable to bank loans, providing significant present value debt service savings near 13% of the bonds refunded. FirstSouthwest assisted the Town in all facets of the financing process including the solicitation of bank loan proposals in an expedited manner. Based upon the market environment at the time of issuance, a bank loan financing provided better economics than traditional bonds in the capital markets. Additionally, the Town was able to secure a loan that did not require a debt service reserve fund and allowed the Town with the ability to prepay the loan at any time without penalty. The prepayment feature was also an extremely attractive feature relative to traditional bond market financings, and provided the Town with additional flexibility and the ability to capitalize on lower interest rates in the future. The goal of the Series 2012 Note was to provide substantial debt service savings to the Town while maintain significant financial flexibility. Our significant efforts throughout the entire financing process allowed the Town to attain these goals. City of Punta Gorda CRA Transaction: $20,030,000 Revenue Note, Series 2012 Closing Date: November 16, 2012 Page | 16 Member FINRA & SIPC | © 2014 FirstSouthwest Services Provided: Long-Term Planning, Financial Advisory Transaction Overview: The Punta Gorda CRA was impacted by the downturn in the real estate market over the past several years, and was faced with substantially reduced revenues compounded by a large debt burden. In March 2012, FirstSouthwest, as financial advisor, prepared a detailed review and analysis of the CRA cash flow projections, existing CRA debt service and lease payments, and current CRA sunset date. Our review and analysis focused on the current debt load of the CRA, projected tax increment revenues, extension of the sunset date, and restructuring of the existing obligations. The analysis prepared by FirstSouthwest included a sensitivity analysis under alternative growth scenarios within the district, allowing the Board to make an informed decision on the future financial planning within the district. FirstSouthwest further provided assistance the CRA through the restructuring of existing CRA obligations to more closely track projected revenue projections. FirstSouthwest assisted the City in obtaining a bank loan to restructure the existing CRA obligation with a longer term financing. The CRA was able to successfully obtain a 15-year term financing that provided for a debt repayment structure that more closely matching increment projections, while providing prepayment flexibility to the CRA if revenues are better than projected. G. Long-term Strategic Financial Planning Experience Please describe your short and medium term outlook for the municipal markets and, financial institutions, in general; and how it may affect cities borrowing. Based on your knowledge of the City’s financial circumstances using the City’s most recent CAFR provided online, other relevant factors such as Federal government actions or Congressional legislation and your outlook as previously described, please provide an overview of the strategies that the City and Staff should consider to improve the City’s financial position. Please limit your response to two pages. FirstSouthwest is not only an experienced financial advisory firm, but also a registered broker-dealer and underwriter of new issue municipal securities. This means that we are uniquely qualified among financial advisory firms to monitor existing transactions, provide timely market developments, recommend appropriate structures, and provide advice on the timing of offerings for our financial advisory clients. Because we are constantly involved in the municipal and capital markets we strive to keep our clients informed of the latest developments and trends that may have an impact on their financings. This includes focus on the economy and interest rates, Federal Reserve policy, legislative changes, and credit enhancement and bank products among many other factors. The municipal market continues to be in focus on the federal level, including discussions regarding tax reform and tax-exemption. While the municipal market has been a focus of discussion for quite some time, if a legislative change were to occur it could have far reaching impact on the funding of municipal governments and cities across the country. FirstSouthwest continues to monitor potential federal actions that may impact our clients, and strives to keep our clients abreast of the latest developments as they progress. Like a large number of municipalities across the State of Florida, the City was negatively impacted due to the decline in property values in recent years. From fiscal year 2008 through 2013, the City’s net assessed value declined approximately 15%, and has just recently begun to see signs of improvement. Despite falling property values in addition to a declining operating millage rate, the City has been able to effectively manage expenditures while keeping a keen eye on reserves. Given the historically low interest rate environment that we continue to experience, the City may look to finance some certain expenditures that would otherwise be funded on a pay-go basis when revenues are sufficient to fully fund the projects. FirstSouthwest can assist the City in evaluating and determining whether a financing solution may provide optimal project delivery in light of budgetary impact, financial projections, and the City’s debt policies regarding capital project funding and debt ratios. In addition to providing assistance to the City in the evaluation of capital funding options, FirstSouthwest will continue to provide advice and expertise to the City in the evaluation of its existing debt portfolio for potential refunding opportunities. Page | 17 Member FINRA & SIPC | © 2014 FirstSouthwest The City currently has outstanding loans through a pooled bond program with the Florida Municipal Loan Council (FMLC), which may provide for attractive refunding candidates in today’s market environment. The following chart illustrates the comparison of benchmark municipal bond rates for various points in time over the previous five years. Additionally, because two of the three outstanding FMLC loans are currently callable, i.e. callable within ninety days, negative arbitrage from low short-term reinvestment rates will be mitigated. FirstSouthwest will continue to provide the City with expert assistance and advice regarding savings opportunities within the City’s existing debt profile. Our comprehensive service focuses on detailed financial analysis of alternative financing options in order to provide the optimal financing plan that meets the goals and objectives of the City. Analytical Expertise FirstSouthwest’s approach to providing financial advisory services centers on detailed analysis and continuous technical support during the planning process and throughout each transaction. We develop detailed financial models to help quantify the benefits and risks of any proposed financing. We want the City to have total confidence in the final transaction structure and to be assured that all options are analyzed thoroughly. Evident of our commitment to provide the highest level of analytical support, FirstSouthwest has an exemplary quantitative analysis group. In additional to the proposed financing team, FirstSouthwest maintains a dedicated group of quantitative professionals. This group is headed by Rick Fox, a Managing Director with decades of experience structuring some of the most complicated financings in the municipal market. In his tenor, Mr. Fox has structured virtually every type of municipal financing. Additionally, new analysts hired by the firm enter our analyst training program for up to a year-long training process provided by individuals from our quantitative team. Our substantial investment in human capital is evident through our proficiency in quickly analyzing any financing structure being contemplated by our clients. H. Tax-Exempt New Money Product Experience Describe your firm’s relevant experience with tax- exempt new money transactions including special facility obligations and parking systems over the last three years. Include three case studies, if available, that illustrate the firm’s experience with relevant transactions where the proposed firm has served as financial advisor. Please limit your response to two pages During the past three years, FirstSouthwest has acted as Financial Advisor on 1,144 tax-exempt new money bond issues totaling $35.75 billion par amount, ranking FirstSouthwest as the number-one financial advisory firm in the nation for number of tax-exempt new money transactions, according to Ipreo MuniAnalytics. In addition, our Co-Project Managers have prior experience with parking system financings including providing services to the Miami Parking Authority and Bay Harbor Islands. The following case studies illustrate our tax-exempt new money financing experience with relevant services, as performed by members of the finance team assigned to the City. City of North Port, Florida Transaction: $39,525,000 City of North Port, Florida Transportation Improvement Assessment Bonds, Series 2013 Closing Date: December 18, 2013 Services Provided: Financial Advisory Services Transaction Overview: On December 18, 2013 the City of North Port issued its Transportation Improvement Assessment Bonds, Series 2013 for the primary purpose of reconstruction and rehabilitation of approximately 266 miles of the approximately 813 miles of existing 0.0% 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% 3.5% 4.0% 4.5% 5.0% 5.5% 6.0% 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 Maturity MMD 'AAA' GO Yield Curves 5-Years Prior 1-Year Prior 6-Months Prior Current Source:Thomson Reuters 12/11/2014 Page | 18 Member FINRA & SIPC | © 2014 FirstSouthwest roadways within the City. FirstSouthwest assisted the City and its financing team in developing a security structure for the Series 2013 Bonds that pledged a new capital assessment as well as a backup covenant to budget and appropriate from the City. The security structure allowed the City to finance the project with a new revenue stream, while utilizing a backup pledge to achieve stronger credit ratings on the Series 2013 Bonds. This security structure, in part, allowed the City to obtained underlying credit ratings on the Series 2013 Bonds of ‘A1’ from Moody’s and ‘A‘ from Fitch while not funding a debt service reserve fund or including an anti-dilution test relating to the backup covenant to budget and appropriate. FirstSouthwest assisted the City and the finance team throughout the planning and execution stages of the financing, including assisting the City and its assessment consultant during the development of the new capital assessment. Additionally, FirstSouthwest provided advice and assistance to the City in obtaining credit ratings, evaluation of credit enhancement alternatives, pricing and sale of the bonds, and coordination of the closing. Seminole County, Florida Transaction: $28,000,000 Special Obligation Bonds, Series 2014 Closing Date: May 27, 2014 Services Provided: Financial Advisory Services Transaction Overview: FirstSouthwest served as financial advisor to the County on the $28,000,000 Special Obligation Bonds, Series 2014 for the purposes of financing the costs of the acquisition, construction, equipping and installation of a new County Sports Complex and renovations to Soldiers Creek Park. FirstSouthwest assisted the County throughout the financing process for the Series 2014 Bonds. FirstSouthwest worked extensively with County’s staff and bond counsel to structure a financing plan that would ensure the best overall structure for the County. The Series 2014 Bonds are secured by the County’s covenant to budget and appropriate of non-ad valorem revenues and were sold as a negotiated sale in May 2014. FirstSouthwest provided guidance to the County in developing the security structure and applicable debt covenants for the financing. The Special Bonds received "Aa2", and "AA-" ratings from Moody’s and S&P, respectively, and sold publicly without credit enhancement. Okaloosa County, Florida Transaction: $22,165,000 Sales Tax Revenue Bonds, Series 2014 Closing Date: May 27, 2014 Services Provided: Financial Advisory Services Transaction Overview: FirstSouthwest served as financial advisor to the County on the $22,165,000 Sales Tax Revenue Bonds, Series 2014 for the purposes of financing the development and construction of improvements to County facilities, including the Crestview courthouse, and to refund the County’s Sales Tax Revenue Bond Anticipation Note, Series 2014. Prior to the issuance of the Series 2014 Bonds, FirstSouthwest assisted the County in the financing of the Sales Tax Anticipation Note Series 2014 to provide for immediate funds towards the various capital improvements. Following the Anticipation Note, FirstSouthwest assisted the County throughout the financing process for the Series 2014 Bonds, working extensively with the entire financing team. FirstSouthwest provided advice and assistance to the County in obtaining credit ratings, evaluation of credit enhancement alternatives, pricing and sale of the bonds, and coordination of the closing. The Series 2014 Bonds are secured by the County’s Sales Tax Revenues and were sold as a negotiated sale in November 2014. The Sales Tax Revenue Bonds received "AA", and "AA-" ratings from S&P and Fitch, including an upgrade on the Sales Tax Rating and its Implied General Obligation Rating from Fitch. I. Taxable Financing Experience Describe your firm’s relevant experience with taxable financing including parking system transactions over the last three years. Include three case studies, if available, that illustrate the firm’s experience with relevant transactions where the proposed firm has served as financial advisor. Please limit your response to two pages. During the past three years, FirstSouthwest has acted as Financial Advisor on 170 taxable bond issues totaling $13.63 billion par amount, ranking FirstSouthwest as the number-one financial advisory Page | 19 Member FINRA & SIPC | © 2014 FirstSouthwest firm in the nation for number of transactions according to Ipreo MuniAnalytics. The following case studies illustrate our taxable financing experience with relevant services, as performed by members of the finance team assigned to the City. In addition, our Co-Project Managers have prior experience with parking system financings including providing services to issuers including the Miami Parking Authority, Bay Harbor Islands, and Fort Lauderdale. City of Palm Bay, Florida Transaction: $50,855,000 Taxable Special Obligation Refunding Bonds, Series 2013 Closing Date: November 26, 2013 Services Provided: Financial Advisory & Swap Termination Services Transaction Overview: The City issued its Taxable Special Obligation Refunding Bonds, Series 2013 for the purposes of refunding its outstanding Taxable Special Obligation Bonds (Pension Funding Project), Series 2008 and terminating the related interest rate swap agreement. The Series 2008 Bonds were originally issued as insured variable rate demand bonds with a liquidity facility, and the City simultaneously entered into an interest rate swap agreement to hedge the variable interest rates. Due to the downgrades of the Series 2008 bond insurer, the City experienced increased capital cost and exposure to certain risks with the variable rate bonds and interest rate swap, including an upcoming replacement of an expiring liquidity facility. At the request of the City, FirstSouthwest assisted in evaluating alternative options relating to the Series 2008 Bonds including alternative variable rate and fixed rate options. In order to reduce the variable rate and swap risks associated with the Series 2008 Bonds, the City decided to refund the Series 2008 Bonds using fixed rate bonds and to terminate the related interest rate swap. FirstSouthwest assisted the City in developing a security structure for the Series 2013 refunding bonds that provided a pledge of designated revenues and a back-up covenant to budget and appropriate if designated revenues were insufficient to pay debt service. This structure, in part, allowed the City to obtained credit ratings on the Series 2013 Bonds of ‘AA-‘ from Fitch and ‘A+’ from S&P while not funding a debt service reserve fund or including an anti- dilution test relating to the back-up covenant to budget and appropriate. FirstSouthwest assisted the City and the finance team throughout the planning and execution stages of the financing, and the City was able to successfully achieve its goal of risk reduction related to the Series 2008 Bonds. City of Fort Lauderdale, Florida Transaction: $337,755,000 Taxable Special Obligation Bonds, Series 2012 (Pension Funding Project) Closing Date: October 3, 2012 Services Provided: Long-Term Planning, Financial Advisory Transaction Overview: On September 19, 2012, the City of Fort Lauderdale priced the Series 2012 Taxable Bonds to fund a portion of the $400 million unfunded actuarial accrued liability (UAAL) of its two pension funds at an All-In true Interest Cost of 4.17%. The sale of the bonds occurred after a 16 month process to educate the staff and the elected officials on:  An overview of pension funding and how the City funded its pension funds;  An explanation of the UAAL and the factors that can change the UAAL over time;  A comprehensive series of discussions on the benefits and risks in issuing Pension Obligation Bonds. Planning Overview: In May, 2011, the City asked FirstSouthwest to develop a finance plan to deal with the rising costs of funding its annual required contributions to the pension plans. Pension funding has a direct effect on current budgets and a long term impact on financial flexibility, so the City wanted to explore issuing pension obligation bonds as a part of a plan to lower its annual pension funding costs. The City had a history of making 100% of its annual actuarial required contribution, but experienced a rise in funding costs of approximately $23 million annually over a five year period due to lower than projected investment returns. The UAAL was accruing interest at the estimated rate of return on the pensions, which was 7.75% of the general employee pension and 7.5% for the police/fire pension. As a highly rated issuer, the City had an opportunity to significantly lower the cost on the Page | 20 Member FINRA & SIPC | © 2014 FirstSouthwest UAAL amortization by accessing the taxable bond market. Preserving the future financing flexibility of the City was a stated goal, so FirstSouthwest developed a structure using the concept of securing the bonds with direct pledges on designated revenues versus a general covenant to budget and appropriate revenue pledge. Working with the City actuaries in developing a bond structure that mirrored the amortization of the UAAL, FirstSouthwest developed a structure which resulted in budgetary savings of nearly $7 million in the first year and present value budgetary savings of $84 million in total. Once the initial structure was developed, FirstSouthwest took the lead in putting together and presenting a series of presentations to educate the City Commission on the risks and benefits of the pension obligation bonds. Once a decision was made to move forward on the concept, FirstSouthwest lead the City’s efforts in putting together the rating agency packages and presentations and assisted the City in a process to select a negotiated underwriting team via a competitive RFP process. The financing received ratings of “AA-“ from S&P and “A1” from Moody’s and the City received favorable reviews on the inclusion of a provision in the resolution that requires the City to fully fund any future increases in benefits at the time that they are granted. City of Fort Lauderdale, Florida Transaction: $30,000,000 Taxable Special Obligation Bond, Series 2011 Closing Date: December 14, 2011 Services Provided: Financial Advisory Services Transaction Overview: The City issued its Taxable Special Obligation Bond, Series 2011 (the “Series 2011”) for the purposes of pre-funding the annual contribution to the City’s Police and Fire Pension Fund. The City’s annual pension contribution included an interest accrual that was higher than the short term interest rates available to the City in the bank market at the time of the loan. By utilizing a taxable short-term loan to pre-fund the annual pension contribution, the City was able to achieve a budgetary benefit of approximately $1.5 million. J. Advance and Current Refunding and Refinancing Experience Describe your firm’s relevant experience with advance and current refunding transactions over the last three years. Include three case studies, if available, that illustrate the firm’s experience with relevant transactions where the firm has served as financial advisor. Please limit your response to two pages. During the past three years, FirstSouthwest has acted as Financial Advisor on 157 advanced & current refunding bond issues totaling $8.9 billion par amount, ranking FirstSouthwest as the number-one financial advisory firm in the nation for the number of advanced & current refunding transactions, according to Ipreo MuniAnalytics. FirstSouthwest’s proposed team possesses a wealth of knowledge and decades of experience with current and advance refunding transactions, including forward delivery refundings. Knowing the integral tax implications, such as transferred proceeds, and other considerations are key to successfully identifying and executing the most efficient refunding transactions. FirstSouthwest’s consistent involvement in the capital markets provides our clients with real-time developments and interest rate trends in the municipal market. Our average weekly involvement in over 20 deals allows us to provide our clients strategic advice on the optimal structure of calls, deliveries, couponing, and security. Additionally, FirstSouthwest has been very active in the Florida bank loan market, and has extensive experience with numerous institutions that provide credit to municipal issuers in the state. Our active involvement in this market has proved advantageous when certain financing characteristics such as size, reserve funding, timeline, market rates, or other factors are present that would provide for more efficient financing in the bank loan market. This engagement allows us to consistently monitor our clients’ debt portfolios in order to provide market insights related to new financings, and to provide savings opportunities for our clients relating to existing financings. The following case studies illustrate our refunding financing experience with relevant services, as performed by members of the finance team assigned to the City. Page | 21 Member FINRA & SIPC | © 2014 FirstSouthwest City of Port St. Lucie, Florida Transaction: $32,900,000 General Obligation Bonds, Series 2014 & $41,840,000 General Obligation Refunding Bonds, Series 2014 (together the “Series 2014 Bonds”) Services Provided: Financial Advisory Services Transaction Overview: FirstSouthwest served as financial advisor to the City on the issuance of its Series 2014 Bonds that were issued primarily to (i) finance a portion of the cost of constructing a transportation corridor on Crosstown Parkway previously known as West Virginia Drive and (ii) advance refund $42.015 million of the City’s outstanding General Obligation Bonds, Series 2005 and 2006 (the “Prior Bonds”). FirstSouthwest provide assistance and transactional support to City throughout the financing process for the Series 2014 Bonds. FirstSouthwest worked extensively with the City’s staff and finance team to structure a financing plan that would provide both debt service savings and ensure an optimal structure for the City in conjunction with the financing of its capital improvement project. The Series 2014 Bonds are secured by the City’s full faith and credit and taxing power, and the City achieved ‘Aa3’ and ‘AA-‘ ratings from Moody’s and S&P, respectively, without the use of credit enhancement. As part of the financial structuring and planning, FirstSouthwest assisted the City in evaluating the refunding of the Prior Bonds on a maturity by maturity basis to ensure optimal savings levels and results. The City successfully closed on the Series 2014 Bonds, and achieved present value savings of over $2.392 million on the refunding while simultaneously financing its capital improvement project. City of Deltona, Florida Transaction: $79,745,000 Utility System Refunding Revenue Bonds, Series 2013 Transaction Overview: FirstSouthwest has served as financial advisor and swap advisor to the City of Deltona, Florida since April 2012. On August 15, 2006, the City entered into an interest rate swap option, or “swaption,” agreement with Citibank, N.A. relating to the City’s $67,750,000 Utility System Revenue Bonds, Series 2003. The purpose of this derivative transaction was to synthetically realize savings from a future refunding of the bonds, also known as a synthetic advance refunding. Under the terms of the agreement, the City sold a one- time option to Citibank that gave Citibank the right to put the City into a fixed payer swap on October 1, 2013 at a rate of 4.77% until October 1, 2033. In consideration of this right, Citibank made an upfront payment to the City of approximately $3.2 million The City hired FirstSouthwest to serve as financial advisor to the City to among other things, review financing options available relating to the swaption. As Financial Advisor we worked with staff and its consultants to provide financing alternatives to the City Commission, and to educate the Commission on the costs and risks associated with each alternative. After reviewing alternative options and the City’s risk tolerance, the City decided it was in their best interest to terminate the swaption and utilize fixed rate bonds. FirstSouthwest was tasked with the goal of trying to mitigate the $16 million termination payment while attempting to keep the annual debt service at its current levels. The City wanted to limit the financial impact to its customers due to the above average water and sewer rates their utility customers were currently paying. The City was concerned that a financing plan which increased the annual debt service would be too great of a burden on its utility customer’s. FirstSouthwest developed a financing plan to refund the Series 2003 Bonds while keeping the debt service at its current levels. This was accomplished by extending the maturity date, and by freeing up the cash funded debt service reserve fund by issuing the new bonds without a debt service reserve fund. The money released from the prior reserve fund was used to offset the costs associated with the termination payment. The City was able to maintain its existing underlying water and sewer ratings of ‘A+’ and ‘A’ from Fitch and Standard and Poor’s respectively with this structure. The City, assisted by FirstSouthwest, proceeded to negotiate the termination of the swaption. After May 2013, interest rates began to rise and just prior to termination, the approximate all-in swap termination payment was $16,840,000. The City was able to able to negotiate a “below market” unwind saving the City money as part of the termination. Page | 22 Member FINRA & SIPC | © 2014 FirstSouthwest Martin County, Florida Transaction: $34,260,000 Utilities System Refunding Revenue Note, Series 2012 Closing Date: June 19, 2012 Services Provided: Long-Term Planning, Financial Advisory Transaction Overview: FirstSouthwest advised on the County’s $34,260,000 Utilities System Refunding Revenue Note, Series 2012 to advance refund $32.210 million of the County’s fixed rate Utilities System Revenue Bonds, Series 2003. The Series 2003 Bonds were issued as new money with proceeds used to fund improvements to the County’s combine water and wastewater utility system. After recognizing an opportunity for potential savings on its outstanding Series 2003 Utilities System Revenue Bonds, FirstSouthwest presented to the County an analysis comparing savings utilizing a bank loan versus a traditional bond issue. Based upon the market environment at the time of issuance, a bank loan financing provided better economics than traditional bonds in the capital markets. Additionally, the County was able to secure a loan that did not require a debt service reserve fund and allowed the County with the ability to prepay the loan at any time without penalty. This prepayment feature was an extremely attractive feature relative to traditional bond market financings, and provided the County with additional flexibility and ability to capitalize on lower interest rates in the future. The refinancing plan that took advantage of the low interest rate market and a structure favorable to bank loans, providing present value debt service savings of approximately 16.3% of the principal amount of bonds refunded. FirstSouthwest assisted the County in all facets of the financing process. K. Market and Pricing Information Describe your firm’s knowledge, experience and resources in tracking and monitoring the tax exempt and taxable bond markets, including the fixed rate, variable rate, swaps and other derivative products, and the government securities market. Include a discussion of your firm’s participation in underwriting tax-exempt and taxable bonds, acting as a principal in swap transactions, and providing investment services. Also, discuss your process for ensuring that the City receives the best price for any bonds, financings involving swaps and other derivative products, and any escrow securities as part of any refunding. Include a discussion of how you evaluate the success of any pricing. As a full service financial advisory firm, FirstSouthwest constantly tracks and monitors the tax-exempt and taxable bond markets and all related products offered by the investment and commercial banking industries. We continually update our knowledge in order to effectively serve our over 1,600 governmental clients well. We also strive to keep our clients up-to-speed on relevant developments in the municipal marketplace. Real-Time Market Data Our continuing investment in the capital markets information technology capabilities is fundamental both to our operations and enhances the value of the financial advisory services that FirstSouthwest provides. Therefore, FirstSouthwest is committed to staying abreast of the latest developments in the digitalization of fixed income trading. Since the emergence of the Electronic Communication Networks (“ECNs”) and electronic bid submission systems, we have been a pioneer, working with the leading vendors in the field to provide unique insight. Among the vendors we are actively utilizing today are: Bloomberg, i-Deal, MuniAuction, Thomson, MuniCenter, Bonddesk and Valubond. We also engaged a consulting firm notable for its development of the Real Time Reporting System (“RTRS”) for the MSRB. The real-time data that FirstSouthwest can access provides a distinct advantage to our financial advisory clients by allowing us to ensure that our clients’ bonds are priced and sold at market levels. FirstSouthwest believes maintaining a capital markets group is essential to properly advise clients about market conditions as a financial advisor. Our capital markets group routinely provides recommendations based on its active market involvement and extensive institutional investor relationships. These capabilities provide an enormous advantage to the County and differentiate FirstSouthwest from other advisory firms that do not have actual market involvement and capabilities. Bond Pricing Support FirstSouthwest will represent the City in all areas of bond pricing and sale. In addition to our extensive capital markets support throughout the negotiated sale process, FirstSouthwest routinely provides our clients with pre and post-sale analysis of its financing. This Page | 23 Member FINRA & SIPC | © 2014 FirstSouthwest includes market information and news, economic data, and comparables that are used for benchmarking purposes. In our role as financial advisor, FirstSouthwest's capital markets group routinely provides recommendations regarding the following matters based on their active market involvement and extensive institutional investor relationships:  Structure  Call options and premiums  Yields  Coupons  Placement of Term Bonds and pricing  Serial Bonds and Pricing  Capital Appreciation Bonds and pricing  Cost effectiveness of insurance  Credit aspects  Underwriters’ takedown and spread  Syndicate rules  Allocation of bonds In short, our capital markets capabilities and expertise provide an enormous advantage to the City and differentiate FirstSouthwest from “independent” advisory firms, which do not have principal market involvement and capabilities. Although the City may only require some of these services to be provided by FirstSouthwest, the expertise of all the professionals in these auxiliary areas is shared with the public finance bankers and utilized when specific questions arise. FirstSouthwest is not only an experienced financial advisory firm, but also a registered broker-dealer and underwriter of new issue municipal securities. This means that we are uniquely qualified among financial advisory firms to monitor existing transactions, provide timely market developments, recommend appropriate structures, and provide advice on the timing of offerings for our financial advisor clients. Importantly however, FirstSouthwest will not underwrite any of the City’s securities while serving as financial advisor. In many ways, our financial advisory clients have the advantage of drawing upon the advice and recommendations of not only their own underwriters, but also the underwriters on FirstSouthwest’s desks, as the 30+ year professionals spend approximately 70% of their time assisting our financial advisory clients. Our underwriting professionals work in partnership with our financial advisory professionals from the beginning preliminary structuring, updating with current scales and coupon ideas, call features, to priority of order decisions and final allocations of the senior managing underwriter. They understand all facets of the underwriting process, from how to capture the largest retail sales percentage to working with the most difficult institutional orders. This unparalleled expertise has provided our financial advisory clients superior services compared to “independent” financial advisors that do not employ these professionals. Our local team can cite numerous examples in which our underwriting and trading desks have provided valuable information and recommendations that ultimately led to the lowest possible cost of borrowing for our financial advisory clients. Our underwriting desk has successfully negotiated lower takedowns and yield reductions at pricing on behalf of clients. In comparison, financial advisors that are not registered broker-dealers do not have access to the same level of timely market data and institutional contacts and must obtain pricing information from third-party underwriters or via other indirect means. Oftentimes, financial advisory firms that do not operate their own underwriting desks request market data from us, regardless of whether we have a vested interest in the transaction for which they are requesting information. Our clients directly and significantly benefit from this firsthand, direct, real-time market participation. We strongly believe that this approach distinguishes our services from our competitors, but most importantly, it provides a higher quality service to our clients and allows them to achieve the lowest possible cost of borrowing. The City can be confident that when the time arrives to price its issue, our professional capital markets staff will assist over every detail of the transaction and FSW’s Dallas Capital Markets Page | 24 Member FINRA & SIPC | © 2014 FirstSouthwest obtain the most value for the securities the market will allow. Swap Advisory Services While FirstSouthwest has the capacity to act as principal in swap transactions, we elect to participate only as our municipal clients’ agent with respect to these transactions and do not act as a counterparty or principal. Advisory Services On behalf of municipal clients nationwide, FirstSouthwest offers specialized advisory services for hedging transactions including swaps, options and other structured finance and interest rate- related products. Surveillance We provide ongoing surveillance services relating to the valuation requirements of certain accounting standards; counter-party exposure limits; and, collateral evaluation and verification requirements. Our surveillance services include access to FairValue AdvisorSM, our online fair market valuation toolset. Consulting FirstSouthwest has extensive experience with Governmental Accounting Standards Board (GASB) and Financial Accounting Standards Board (FASB) requirements. We offer specialized accounting consulting services related to GASB and FASB compliance. Our accounting valuation systems meet Type II SSAE16 requirements and comply with GASB and FASB standards. These systems provide surveillance functions relating to credit and market value thresholds. FirstSouthwest’s comprehensive online platform puts our suite of web-based investment tools, research and data at your fingertips. Sophisticated Online Tools FirstSouthwest clients have convenient online access to a suite of interest rate risk management tools developed to help our clients monitor their derivative and investment portfolios. Our web-based platform provides access to:  FairValue AdvisorSM fair market valuation tools  Investment tools  Daily-updated rate information  Current and historical market data  White papers  Proprietary market research  Transaction documentation  GASB and FASB accounting reports FirstSouthwest’s comprehensive online platform puts our suite of web-based investment tools, research and data at your fingertips. In 2009 FirstSouthwest released its online swap surveillance tool, FairValue AdvisorSM to address governmental entities needs for timely, independent and accurate information regarding their swap exposure. FairValue Advisor provides our clients with SSAE 16- compliant daily mid-market valuations based on a standardized end-of-day market snapshot (i.e., all transactions are evaluated with the same market inputs). FirstSouthwest feels that our clients’ use of FairValue Advisor can (i) increase swap portfolio management efficiency, (ii) reduce cost associated with period end reporting, (iii) increase accessibility to swap-related information. Page | 25 Member FINRA & SIPC | © 2014 FirstSouthwest Current and Historical Pricing – Users have the ability to view fair values aggregated by issuer, related bond series, revenue type, counterparty, or any other desired grouping. FairValue Advisor stores mid-market pricing histories, giving our clients the ability to quickly determine general trading ranges over any selected time range. This functionality is especially useful for setting triggers for market unwind strategies. In addition to interest rate swaps, FairValue Advisor has the ability to price forward purchase agreements (FPA), guaranteed investment contracts (GIC), repurchase agreements (Repo), currency and commodity swaps, swaptions, caps, floors, and forward rate agreements (FRA). Counterparty Exposure – The Counterparty Exposure and Ratings section contains up-to-date information regarding aggregate notional exposure to each counterparty, along with current long- and short-term credit ratings. Notional exposure is also represented graphically for a quick visualization of counterparty allocations for each specific debt issuer. Document Center – The Document Center provides a single access point for all transaction related documents (ISDA master/schedule, trade confirm, credit support, etc.), GASB/FASB accounting reports and a variety of other market research documents. Administration and Security – Administration of State debt issuers’ swap portfolios is role-based. For example, individual State debt issuer staff could view their swap portfolios while certain staff might be able to view all issuers’ portfolios. Individual users are enabled with self-service credential support, further improving efficiency and reducing access-related down time. Finally, data transfer is achieved via HTTPS, 1024-bit SSL encryption, ensuring that information is secure. First Southwest Asset Management (“FSAM”) Investment Management Expertise - FirstSouthwest Asset Management (“FSAM”) was incorporated as an independent investment advisor in 1991. The Investment Management Services Group, originally created in 1988, and the Arbitrage Rebate Compliance Services Group, created in 1987, became part of the newly formed affiliate. The Investment Management Services group is made up of five professionals located in the Austin office, who specialize exclusively in the public sector. Some of the Florida clients include the Miami -Dade Expressway Authority, Miami-Dade County and the City of Miami. FSAM’s advisory clients are very important to us, and we are committed to our responsibilities. Because we manage a carefully controlled number of accounts, we are able to understand each of our client’s individual needs and objectives. We take the time to truly listen and provide a personal level of service and responsiveness that we believe is unique in the funds management arena. We have found that strong working relationships are the key in successful management of governmental funds. Through frequent communication of relevant market news, interest rates, and specific securities, we can offer each person on Authority staff the opportunity to develop continually his or her own investment skills. Our clients are partners in the investment process, so they fully understand what’s happening with their funds at all times. Control will be reinforced and remain with the Authority. We are conservative managers with our primary objective being principal preservation. In the current Page | 26 Member FINRA & SIPC | © 2014 FirstSouthwest market, a majority of the investments purchased are familiar name top-rated government agencies. All of our transactions are fully transparent and management is on a discretionary basis, meaning plenty of client communication takes place prior to trade execution. FSAM’s service extends far beyond providing assistance in the management of funds. We continually watch for opportunities to better maximize cash investments, whether through investment pools, low cost money market funds, bank deposits or other short- term vehicles. As Certified Treasury Professionals, we are able to provide valuable experience in the formulation of prudent investment policies as well as effective strategies and useful cash flow forecasts. In the past, we have assisted our clients in evaluating and redirecting costly trust agreements, setting up safekeeping accounts and assisting in the selection of depository banks. In addition, each member of our Investment Management Services Group has an investment accounting background, a useful resource when linking earnings to ledgers. This means that we can act as a resource in areas beyond creation of strategy and management of funds. Assets Under Management - As of 12/31/2013, FSAM managed a total of $6.9 billion in assets for 36 public sector clients throughout the nation. In addition, we served as the investment advisor for another $5.6 billion, for a total of $12.5 billion in assets under management or advisory services. The average client tenure is just over ten years. There is a wide range of client assets, from a low of $5.9 million, to a high of $1.1 billion. The average asset per client is $180 million. For classification purposes, we consider all assets to be non- discretionary. The following graphs summarize the composition of portfolios currently under management and reflect the breakdown of assets under management by client type and security type. Assets Under Management As of December 31, 2013 $6,891,856,846 Bond Proceeds Reinvestment FirstSouthwest recognizes that the primary objective for state and local governments is to maintain safety of the principal of bond proceeds while ensuring adequate liquidity. FirstSouthwest has extensive experience advising issuers in the competitive acquisition of investment agreements, open market securities for escrows, and a variety of other investment vehicles, all of which are designed to comply with investment policy guidelines, state statutes, and IRS regulations. In an effort to insure that City is afforded broad market coverage, FirstSouthwest maintains access to a large universe of qualified investment agreement providers and securities dealers. Depending on the requirements for a securities purchase or investment agreement, FirstSouthwest can foster interest from eligible providers in the insurance, banking, and broker/dealer communities. FirstSouthwest adds value to each transaction by:  Providing live market indications  Offering structuring advice supported by the most current market knowledge  Optimizing yield and identifying market opportunities Page | 27 Member FINRA & SIPC | © 2014 FirstSouthwest  Developing and implementing bidding specifications  Identifying and selecting qualified providers  Conducting “bona-fide bid” solicitations  Reviewing and negotiating contracts to insure a smooth closing  Performing trade oversight to mitigate settlement risk and delays  Monitoring collateral requirements  Preparing IRS compliance transcripts Technological Resources FirstSouthwest currently employs 34 skilled individuals who maintain FirstSouthwest’s nationwide network, build or otherwise devise software and other department solutions and maintain daily information technology (“IT”) operations. Such extensive personnel resources make it possible for our firm to have state-of-the-art hardware, software and networking capabilities. FirstSouthwest’s approach to providing financial advisory services centers on detailed analysis and continuous technical support during the planning process and throughout each transaction, often before an underwriter is selected. We develop detailed financial models to help quantify the benefits and risks of any proposed financing. We want our clients to have total confidence in the final transaction structure and to be assured that all options are analyzed thoroughly. The software packages FirstSouthwest utilizes include DBC Finance, MUNEX Advanced Decision Support Software for Public Finance and Financial Management Systems, Micro-Muni Debt Refund and Sizing, and Microsoft Office. Occasionally, specific software is built on a contract basis for clients should the complexities of transactions exceed the capabilities of the standard software packages. FirstSouthwest maintains proprietary models for the evaluation of derivative structures and investments. In addition to the software that directly supports the public finance effort, we subscribe to Bloomberg, Reuters, Dalnet, Ipreo MuniAnalytics, and Thomson Reuters. As described, FirstSouthwest’s IT department maintains state-of-art computer hardware, software, and intra and internet based networking capability. We also maintain commercial business software used by our clients so as to minimize any problems with exchanging information. It allows FirstSouthwest personnel to accept information from clients that can be included in presentations and offering documents directly. Additionally, FirstSouthwest personnel have laptop computers that allow them to have access to all the software available to them at the office. We also have laptop based internet access that does not require free internet access to be able to communicate with our clients when FirstSouthwest personnel are traveling away from the office. Representative Analytical Capabilities  Production of cash flow models with the flexibility to calculate bond capacities based on debt service installments; utilize sales and use tax forecast, operating revenues, federal and state grants, RTC Funding, expenditures and growth factors; model construction drawdowns and interest earnings; and projected revenue increases, etc.  Complex capital planning models that integrate revenue forecasts, capital improvement programs, and various financing structures including short term commercial paper through long-term bond financing  Size a financing including allowance for capitalized interest, construction costs, escrow requirements, insurance costs, interest earnings, issuance costs and reserve funds.  Structure a payment amortization to a tailored schedule based on projected revenue and expenditure constraints.  Defeasance of outstanding debt utilizing a state of the art advance refunding software system that will structure an optimal escrow fund, structure new debt on a level, front-end or tail-end savings basis, and provide as necessary other structures.  Customized software solution, which we utilize to identify, monitor and track potential refundings that can benefit our clients. By running similar credits on a generic scale and using pre-determined assumptions, the software determines any potential savings for the issuer.  Calculate detailed tax statistics and allocations based using guidance from tax counsel for complex transactions Page | 28 Member FINRA & SIPC | © 2014 FirstSouthwest  Refunding analysis for all debt issues of a client, with the capability of tracking both cashflow and present value savings on an aggregate and maturity by maturity basis  Complex project financings structuring capabilities involving different liens, structures, purposes, tax-status, and financing characteristics  Bank financing comparisons to traditional capital market financings  Refunding analysis comparison between current, advance refundings, forward refundings, and taxable refundings among other less used forms  Option Adjusted Spread (OAS) analysis providing the value of the embedded option for call feature of a particular bond or series.  Derivative structures including swaps, collars, caps, floors, equity derivatives, and fuel hedges L. Disciplinary Actions Describe any litigation or regulatory action (other than those noted in response to items requested in section VI) filed against your firm in the last five (5) years, and the resolution thereof. Provide a statement of positive assurance that your firm and its representatives are not presently being investigated or in violation of any statutes or regulatory rules, including those of the Securities and Exchange Commission, Municipal Securities Rulemaking Board (other than those noted above), National Association of Securities Dealers, Florida Department of Banking, etc., or attach a statement describing the current status of such investigations or violations. Describe how your firm ensures compliance with all regulatory requirements. From time to time in the ordinary course of its business, FirstSouthwest 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 FirstSouthwest to perform public finance investment banking and advisory services. The Financial Industry Regulatory Authority (FINRA) maintains a public database known as BrokerCheck© that discloses reportable regulatory matters for FirstSouthwest. BrokerCheck© may be found at www.FINRA.org. To the best of our knowledge, neither the firm nor any of its representatives are the subject of an investigation or are in material non-compliance with statutes or regulatory rules related to the firm’s public finance business. First Southwest Company is a broker-dealer municipal advisor registered with the SEC, MSRB, and FINRA. FirstSouthwest is also a member of the Securities Investor Protection Corporation (SIPC). FirstSouthwest strictly adheres to the regulatory requirements of not only industry agencies but also its own written supervisory procedures (WSP). FirstSouthwest prides itself in having a proactive approach in regarding compliance related issues. All employees are held to high ethical standards and are required to participate in annual certifications to ensure all regulatory disclosures are properly reported. All branch office audits are conducted in accordance with regulatory requirements. FirstSouthwest undergoes various examinations from regulatory agencies, internal examiners, and third party auditors on a regular basis. FirstSouthwest works diligently to administer strict policies and procedures to continually exceed the standards set forth in one of the most challenging and regulated industries. Page | 29 Member FINRA & SIPC | © 2014 FirstSouthwest City of South Miami Appendix A Required Forms Ap p e n d i x A Member FINRA & SIPC | © 2014 FirstSouthwest