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HomeMy WebLinkAboutBid ResponsesCertification Statement Please quote on this form, if applicable, net prices for the item(s) listed. Return signed original and retain a copy for your files. Prices should include all costs, including transportation to destination. The City reserves the right to accept or reject all or any part of this submission. Prices should be firm for a minimum of 180 days following the time set for closing of the submissions. In the event of errors in extension of totals, the unit prices shall govern in determining the quoted prices. We (I) certify that we have read your solicitation, completed the necessary documents, and propose to furnish and deliver, F.O.B. DESTINATION, the items or services specified herein. The undersigned hereby certifies that neither the contractual party nor any of its principal owners or personnel have been convicted of any of the violations, or debarred or suspended as set in section 18-107 or Ordinance No. 12271. All exceptions to this submission have been documented in the section below (refer to paragraph and section). EXCEPTIONS: See Appendix A We (I) certify that any and all information contained in this submission is true; and we (I) further certify that this submission is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a submission for the same materials, supplies, equipment, or service, and is in all respects fair and without collusion or fraud. We (I) agree to abide by all terms and conditions of this solicitation and certify that I am authorized to sign this submission for the submitter. Please print the following and sign your name: SUPPLIER NAME• Merrill Lynch. Pierce. Fenner & Smith, Incorporated ADDRESS. 355 Alhambra Circle. Suite 1360 Coral Gables. FL 33134 PHONE: (305) 468-4336 EMAIL: jose.pagan(baml.com SIGNED BY: TITLE: Managing Director FAX• (212) 909-9261 BEEPER. DATE. December 14, 2015 FAILURE TO COMPLETE. SIGN. AND RETURN THIS FORM SHALL DISOUALIFY THIS BID, Page 2 of 42 Certifications Legal Name of Firm: Merrill Lynch, Pierce, Finner & Smith Incorporated Entity Type: Partnership, Sole Proprietorship, Corporation, etc. Corporation Year Established: Delaware 1958 Office Location: City of Miami, Miami -Dade County, or Other Multiple: City of Miami, Miami -Dade County, Coral Gables Occupational License Number: City of Miami 47011/34724 Miami -Dade County 5053269/28694 Occupational License Issuing Agency: City of Miami and Miami -Dade County Occupational License Expiration Date: September 30, 2016 Please list and acknowledge all addendum/addenda received. List the addendum/addenda number and date of receipt (i.e. Addendum No. 1, 7/1/07). If no addendum/addenda was/were issued, please insert N/A. Addendum No. 1 - December 2, 2015 Addendum No. 2 - December 10, 2015 If Proposer has a Local Office, as defined under Chapter 18/Articlle III, Section 18-73 of the City Code, has Proposer filled out, notarized, and included with its bid response the "City of Miami Local Office Certification" form? YES OR NO? (The City of Miami Local Office Certification form is located in the Oracle Sourcing system ("iSupplier"), under the Header/Notes and Attachments Section of this solicitation) yes - In Appendix E Page 3 of 42 III L ei, Pierce, I ginner & Smfth'Incorporated E gan,Managing Director 355 Alhari bra Circe, Suite 1360, Coral Gables, FL 33134 �309 9261 ( Email jose.paganC�bamI.c�om 'fro thnn Number: 13t-567 4085 OF Bank of America''e' Merrill Lynch Table of Contents Section Page 3. Executive Summary 1 4. Proposer's Overall Qualifications and Experience 3 5. Proposer's Ability to Underwrite Capacity Bond 9 6. Qualification and Experience of Personnel 16 7. Understanding of City 25 8. Description of the approach to providing services requested in the solicitation 29 9. Trade Secrets Execution to Public Records Disclosure 31 Appendix A. Exceptions to RFP Certification Statement & Additional Clarifications B. Red Book Directory C. BofAML G-37 Filings D. Registrations, Licenses & Certificates E. Local Office Certification F. MLPF&S FOCUS Reports G. BofAML Senior Managed Deal List H. BofAML Co -Managed Deal List BofAML IS NOT YOUR MUNICIPAL ADVISOR OR FIDUCIARY. Bank of America Merrill Lynch ("BofAML") is providing the information contained herein for discussion purposes only either as an underwriter or in anticipation of being engaged to serve as an underwriter. By providing the information contained herein pursuant to the responses to requests for proposals or qualifications exemption provided under SEC Rule 15Ba1-1(d)(3)(iv), BofAML is not acting as your "municipal advisor" within the meaning of Section 15B of the Securities Exchange Act of 1934, as amended (the "Act"), and does not owe a fiduciary duty to you pursuant to the Act with respect to the information and material contained in this communication. BofAML is either serving as an underwriter or is seeking to serve as an underwriter on a future transaction and not as a financial advisor or municipal advisor. The primary role of BofAML, as an underwriter, is to purchase securities with a view to distribution in an arm's-length commercial transaction between you and BofAML and BofAML has financial and other interests that differ from yours. BofAML is acting for its own interests. You should discuss any information and material contained in this communication with any and all of your own internal or external municipal and/or financial, legal, accounting, tax and other advisors and experts, as applicable, to the extent you deem appropriate before acting on this information or material. Confidential Notice to Recipient "Bank of America Merrill Lynch" is the marketing name for the global banking and global markets businesses of Bank of America Corporation. Lending, derivatives, and other commercial banking activities are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., member FDIC. Securities, strategic advisory, and other investment banking activities are performed globally by investment banking affiliates of Bank of America Corporation ("Investment Banking Affiliates"), including, in the United States, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Professional Clearing Corp., which are both registered broker dealers and members of FINRA and SIPC, and, in other jurisdictions, by locally registered entities. Investment products offered by Investment Banking. Affiliates: Are Not FDIC Insured * May Lose Value * Are Not Bank Guaranteed. These materials have been prepared by one or more subsidiaries of Bank of America Corporation for the client or potential client to whom such materials are directly addressed and delivered (the "Company") In connection with an actual or potential mandate or engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with us. These materials are based on information provided by or on behalf of the Company and/or other potential transaction participants, from public sources or otherwise reviewed by us. We assume no responsibility for independent investigation or verification of such information (including, without limitation, data from third party suppliers) and have relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the managements of the Company and/or other potential transaction participants or obtained from public sources, we have assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Company and are being furnished and should be considered only in connection with other information, oral or written, being provided by us in connection herewith. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Bank of America Corporation or any of its affiliates to provide or arrange any financing for any transaction or to purchase any security in connection therewith. These materials are for discussion purposes only and are subject to our review and assessment from a legal, compliance, accounting policy and risk perspective, as appropriate, following our discussion with the Company. We assume no obligation to update or otherwise revise these materials. These materials have not been prepared with a view toward public disclosure under applicable securities laws or otherwise, are intended for the benefit and use of the Company, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without our prior written consent. These materials may not reflect information known to other professionals in other business areas of Bank of America Corporation and its affiliates. Bank of America Corporation and its affiliates (collectively, the "BAC Group") comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and strategic advisory services and other commercial services and products to a wide range of corporations, governments and individuals, domestically and offshore, from which conflicting interests or duties, or a perception thereof, may arise. In the ordinary course of these activities, parts of the BAC Group at any time may invest on a principal basis or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions, for their own accounts or the accounts of customers, in debt, equity or other securities or financial instruments (including derivatives, bank loans or other obligations) of the Company, potential counterparties or any other company that may be involved in a transaction. Products and services that may be referenced in the accompanying materials may be provided through one or more affiliates of Bank of America Corporation. We have adopted policies and guidelines designed to preserve the independence of our research analysts. The BAC Group prohibits employees from, directly or indirectly, offering a favorable research rating or specific price target, or offering to change a rating or price target to a subject company as consideration or inducement for the receipt of business or for compensation and the BAC Group prohibits research analysts from being directly compensated for involvement in investment banking transactions. We are required to obtain, verify and record certain information that identifies the Company, which information includes the name and address of the Company and other information that will allow us to identify the Company In accordance, as applicable, with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) and such other laws, rules and regulations as applicable within and outside the United States. We do not provide legal, compliance, tax or accounting advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by us to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. If any person uses or refers to any such tax statement in promoting, marketing or recommending a partnership or other entity, investment plan or arrangement to any taxpayer, then the statement expressed herein is being delivered to support the promotion or marketing of the transaction or matter addressed and the recipient should seek advice based on its particular circumstances from an independent tax advisor. Notwithstanding anything that may appear herein or in other materials to the contrary, the Company shall be permitted to disclose the tax treatment and tax structure of a transaction (including any materials, opinions or analyses relating to such tax treatment or tax structure, but without disclosure of identifying information or, except to the extent relating to such tax structure or tax treatment, any nonpublic commercial or financial information) on and after the earliest to occur of the date of (i) public announcement of discussions relating to such transaction, (ii) public announcement of such transaction or (iii) execution of a definitive agreement (with or without conditions) to enter into such transaction; provided, however, that if such transaction is not consummated for any reason, the provisions of this sentence shall cease to apply. Copyright 2015 Bank of America Corporation. Bank of America Merrill Lynch December 16, 2015 Mr. Todd B. Hannon Office of the City Clerk City of Miami 3500 Pan American Drive Miami, FL 33133-5504 Dear Mr. Hannon: Bank of America Merrill Lynch ("BofAML" or the "Proposer") is pleased to submit this proposal to serve as a member of the City of Miami's (the "City") underwriting pool. BofAML is committed to the City of Miami, and greatly values our public finance relationship with the City. We have summarized below a number of the many reasons why we believe we are uniquely qualified to serve as a member of the City's underwriting pool. Firm Overview. Bank of America Corporation ("Bank of America"), a publicly traded corporation, and its affiliates provide a full range of banking, investment, asset management, and other financial and risk management products and services. Bank of America has helped create opportunity and fuel economic growth by investing in the people, neighborhoods, institutions, and industries that have built and advanced America since its founding. This is accomplished with over 200,000 associates across the globe who provide a diverse range of banking and non -banking financial services through four main business segments as illustrated below. BANK OF AMERICA CORPORATION lob1i3 4nk1ng 11+(arl Bank ofAmerica' Merrill Lynch Merrill Lynch Bank of America .arrcrticr rl,01.01 �0:00th nrlaiiii Oti6 bi s iiPtr ?h -010 ino U.S. TRUST �� Bank of America'®I Bank of America Private Wealth Management Bank of America Merrill Lynch ("BofAML") is the brand name for the global institutional business of the broker -dealer Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") and the commercial bank, Bank of America, N.A. ("BANA"). MLPF&S was incorporated in Delaware in 1958 and has been a municipal broker -dealer for more than 50 years. On the commercial banking side, the Bank has long been an active lender to municipal entities, including financing the Golden Gate Bridge in the 1930s in the midst of economic depression. The Global Wealth Management arm of MLPF&S is one of the largest brokerage houses in the world, with over 16,600 domestic retail brokers and approximately $2.3 trillion in client balances. Information on Bank of America's Board of Directors and Executive Management Team can be found at http://investor.bankofamerica.com/phoenix.zhtml?c=71595&p=irol- govboard. Overall Expertise, Qualifications and Experience BofAML has a rich and distinguished history in the public finance sector, ranking as the #1 senior manager of all municipal issues from 2012 to 2015 YTD. As the leading senior managing underwriter of all municipal debt from 2012 to date, with $181.9 billion in new issue volume SDC credit and a 14% market share, BofAML is well - versed and excels in executing transactions in both taxable and tax-exempt markets, across nearly every industry, issuer type, security type and we have the current capabilities to provide the services proposed in the RFQ. In Florida, BofAML has senior managed 84 negotiated municipal financings for Florida issuers, totaling over $7.1 billion of SDC credit and a 16% market share since the beginning of 2012. BofAML has served as a senior managing underwriter for an extensive number of issuers in the State of Florida like Miami -Dade County, Broward County, City of Homestead, City of Orlando and the City of Miami Beach, among others. Dedicated and Experienced Financing Team. BofAML provides a full spectrum of client services to the City by coordinating the activities of our entire firm. We take a comprehensive approach to managing our client relationships by bringing together the full complement of our Firm's resources at the onset of the financing engagement. Jose Pagan, Managing Director in our Coral Gables office will lead this assignment for BofAML and serve as our primary contact. Coleman Cordell, Managing Director in our Winter Park office and the head of the BofAML's Florida Public Finance efforts and will provide senior oversight and be able to assist in all facets of the transaction.. Mr. Pagan and Mr. Cordell have over 57 years of combined experience in the Florida municipal market. In fact, Mr. Pagan has been actively covering the City for over two decades. They will oversee a highly - talented team of professionals with all the skills necessary to assist in formulating comprehensive financing plans. Extensive Local Presence and Retail Distribution Abilities. BofAML is the leading retail and institutional firm in pricing and distributing municipal bonds and is one of the largest retail brokerage firms in the state, with 86 retail offices and 1,247 retail brokers actively managing 585,366 accounts with assets of $138 billion. Within Miami -Dade County we have 13 retail brokerage offices housing 267 retail brokers who manage assets totaling $31 billion. Integrated Financing Platform. BofAML's Municipal Banking and Markets group provides our municipal clients with a centralized platform for their credit, capital -raising, sales, trading and treasury needs. Under our consolidated business model, all municipal Page 1 Bank ofAmerica ';Y Merrill Lynch businesses report to the same leadership, allowing our public finance and government banking professionals to work together to analyze, compare and contrast a broad array of financing alternatives for our municipal clients. These value-added alternatives can include Bank credit products, capital markets solutions, or a combination of the two structured to balance the City's overarching financing objectives, risk profile and ultimate cost of funds. To this end, we can provide the City with greater financing flexibility, lowest cost financing solutions and to ensure market access in the event of dislocation in the capital markets. Thank you for the opportunity to present our qualifications to serve as underwriter to the City. Please don't hesitate to contact me should you have any questions or require additional information in your selection process. Sincerely, .19AI Jose R. Pagan Managing Director Merrill Lynch, Pierce, Fenner & Smith Incorporated 355 Alhambra Circle, Suite 1360, Coral Gables, FL 33134 Phone: (305) 468-4336 Fax: (212) 909-9261 jose:pagan@baml.com "Bank of America Merrill Lynch" is the marketing name for the global banking and global markets businesses of Bank of America Corporation. Lending, derivatives, and other commercial bankin( activities are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., member FDIC. Securities, strategic advisory, and other investment bankini activities are performed globally by investment banking affiliates of Bank of America Corporation ("Investment Banking Affiliates"), including, in the United States, Merrill Lynch, Pierce, Fenner 8 Smith Incorporated and Merrill Lynch Professional Clearing Corp., both of which are registered broker dealers and members of FINRA and SIPC, and, In other jurisdictions, by locally registered entities Investment products offered by Investment Banking Affiliates: Are Not FDIC Insured * May Lose Value *Are Not Bank Guaranteed. Page 2 Bank of America Merrill Lynch 4. Proposer's Overall Qualifications and Experience a) Proposer shall satisfy each of the minimum requirements listed under Section 2.9, Proposer's Minimum Qualifications, of the RFQ. Proposer must also submit an affidavit of Proposers declaration of compliance to the Minimum Requirements and Pre -Requisites as stated in Section 2.9; BofAML affirms compliance with each of the Minimum Requirements and Pre -Requisites listed under Section 2.9, Proposer's Minimum Qualifications as stated on Page 26 of the City of Miami's Request for Qualification #414312. Please refer to pararaphs 2.9 A-J below for further confirmation of compliance with the City's requirements. 2.9.A Please refer to Appendix B for the BofAML listings copied from the Fall 2012 through Fall 2014 Directory of The Bond Buyer's Municipal Marketplace (The Redbook). BofAML has maintained a listing in the Red Book for more than the requested two years. 2.9.B To the best of our knowledge and belief, BofAML, its officers, directors, employees, and agents are in full compliance with MSRB Rule G-37. 2.9.0 Our G-37 filing can be found in Appendix C. 2.9.D BofAML is licensed and authorized to act as an underwriter of municipal debt in the State of Florida. Please refer to Appendix D for a listing of our Firms' registrations and licenses, as well as a current Certificate of Good Standing from the State of Florida Secretary of State's office. Further, BofAML will notify the City immediately in the event that it is no longer licensed or authorized to act as underwriter of municipal debt in the State of Florida. Our Local Office Certification is included in Appendix E. 2.9.E. BofAML is registered with the Financial Industry Regulatory Authority ("FINRA"). A detailed report of our registration can be found on FINRA's online BrokerCheck system. The BrokerCheck's online address is included in our response to 2.9.1 below. 2.9.F See response to 2.9.D and 2.9.E above. 2.9.G See response to 2.9.D and 2.9.E above. Additionally, Merrill Lynch, Pirece, Fenner & Smith Incorporated was incorporated in Delaware in 1958 and has been a municipal broker -dealer for more than 50 years. On the commercial banking side, Bank of America has long been an active lender to municipal entities, including financing the Golden Gate Bridge in the 1930s in the midst of economic depression. The Global Wealth Management arm of MLPF&S is one of the largest brokerage houses in the world, with over 16,600 domestic Merrill Lynch brokers and approximately $2.3 trillion in client assets. All of the Bank of America's units together form i) a leading provider of global corporate and investment banking services, ii) a global leader in wealth management, private banking and retail brokerage, and iii) a global leader in investment management. 2.9.H BofAML is a leading global investment firm with a full range of resources available to the City. While our qualifications are presented in further detail throughout the RFQ, below we highlight our financial, personnel and organizational resources available to the City that makes BofAML an invaluable senior manager for the City. 1. Experienced Finance Team. One of BofAML's core values is the power of the team and as such, we have put together an experienced banking team to deliver the full complement of BofAML's resources to the City. Led by Jose Pagan, Managing Director, the assigned banking team is familiar with the City's challenges and experienced in guiding our issuer clients through the most challenging market conditions. Explained in greater detail in our response to 6(a), our integrated municpal markets platform brings together our core banking team that includes quantitative and analytical bankers to optimally structure any transaction to meet the City's needs as well as reviewing all documentation, credit analysts to help formulate and execute the City's ratings strategies, marketing specialists to reach institutional investors as well as local and national retail investors, banking specialists to deliver balance sheet and direct/privately-placed loan solutions as well as our unmatched underwriting team to inform the City and its Financial Advisor on current market conditions and to aid in developing a marketing plan with the goal of achieving the most aggressive pricing and seamless execution for the City's transactions. 2. Capital. As one of the top capitalized firms, BofAML has both the willingness and ability to commit capital to the benefit of our clients to stand by our aggressive pricing methodology and underwrite unsold balances when necessary. 3. Recognized Marketing and Distribution Strengths. BofAML has an unparalleled distribution network — institutional, middle market and retail, both nationally and in Florida. Unlike a number of our competitors who rely on joint ventures, third party agreements and electronic clearing houses to reach retail investors, our industry leading Merrill Lynch retail operations is wholly owned by Bank of America Corporation, and provides an important distribution channel for the bonds we underwrite. 2.9.1 To the best of our knowledge at this time, we are not aware of any actual or potential conflicts of interest that could negatively impact the provision of our services as contemplated herein. If selected to be your underwriter for a specific transaction, however, in accordance with our MSRB Rule G-17 obligations as an underwriter, we will conduct our MSRB Rule G- 17 review and provide you with any appropriate disclosures at that time. Page 3 Bank ofAmerica 'I Merrill Lynch In the ordinary course of business, MLPF&S is subject to regulatory examinations, information gathering requests, inquiries, and investigations ("Regulatory Matters") by various federal or state securities regulatory agencies and attorneys general, other local, state, and federal agencies, and self -regulatory organizations (collectively, "Regulators"); and is routinely a defendant in or party to many pending and threatened legal actions and proceedings, including actions brought on behalf of various classes of claimants("Legal Matters"), which may be based on alleged violations of securities, environmental, employment, and other laws. In connection with formal and informal Regulatory Matters, MLPF&S receives numerous requests, subpoenas and orders for documents, testimony and information in connection with various aspects of its regulated activities, and in some cases regulatory action has been taken against MLPF&S. MLPF&S believes that it has cooperated fully with the Regulators in all such inquiries to date and intends to continue to cooperate fully with the Regulators in all such inquiries involving MLPF&S in the future. MLPF&S's ultimate parent is Bank of America Corporation ("BAC"). BAC makes all required disclosures in its Annual Report on Form 10-K and Quarterly Report on Form 10-Q, which are updated in its Reports on Form 8-K, all of which are filed with the Securities and Exchange Commission ("Regulatory Filings"). Merrill Lynch & Co., Inc. (the "Corporation"), the former parent of MLPF&S, also made such disclosures until it was merged into BAC on October 1, 2013. MLPF&S makes all required disclosures in its Form BD and ADV Filings ("Form BD and ADV Filings") with the Financial Industry Regulatory Authority ("FINRA"). Those Regulatory Filings and Form BD and ADV Filings include disclosures of Regulatory Matters and Legal Matters as required by federal law and applicable regulations, and are publicly available. BAC cannot confirm or deny the existence of any other, non- public Regulatory Matters conducted by any Regulator or Legal Matters unless required to do so by law. The Regulatory Filings are publicly available on the SEC's website at www.sec.gov. The Form BD Filings are publicly available on the FINRA BrokerCheck system at http://www.finra.org/Investors/ToolsCalculators/BrokerCheck/index.htm. The Form ADV filings are publicly available on the SEC's Investment Adviser Search website at: http://www.adviserinfo.sec.gov/(S(cerr0u55hmrw5a45022y3vnz))/IAPD/Content/Search/iapd Search.aspx. Regulatory Filings that include information relating to Regulatory Matters or Legal Matters involving the municipal markets business of MLPF&S since January 1, 2009 can be accessed as follows and are incorporated herein by reference: the Corporation's 2012 Annual Report filed on March 1, 2013 (page 116); Quarterly Report on Form 10-Q filed on May 10, 2013 (page 76); 2011 Annual Report filed on February 24, 2012 (pages 132 and 133); 2010 Annual Report filed on March 1, 2011 (pages 137, 138 and 145); 2009 Annual Report filed on March 11, 2010 (pages 121, 122, 127 and 128); and these can be found at http://ir.ml.com/phoenix.zhtml?c=93516&p=irol-sec [Word Document Version] and BAC's 2012 Annual Report filed on February 28, 2013 (page 230); Quarterly Report on Form 10-Q filed on May 7, 2013 (page 201); 2011 Annual Report filed on February 23, 2012 (pages 223 and 224); 2010 Annual Report filed on February 25, 2011 (pages 197 and 204); 2009 Annual Report filed on February 26, 2010 (pages 161 and 169); and these can be found at http://investor.bankofamerica.com/phoenix.zhtml?c=71595&p=irol-sec [Word Document Version]. The Form BD and ADV Filings also include information relating to Regulatory Matters involving the municipal markets business of MLPF&S. Please note that MLPF&S's principals, as identified on Schedule A of its Form BD, make required disclosures in their Form U-4, which are filed with FINRA pursuant to a directive from the SEC. These Form U-4 filings are publicly available on the FINRA BrokerCheck system at http://www.finra.org/Investors/ToolsCalculators/BrokerCheck/index.htm. 2.9.J To the best of our knowledge and belief, no public finance professional at the Proposer who would be assigned to this engagement is in arrears or in default of any debt or contract involving the City, (as a party to a contract, or otherwise); nor has failed to perform faithfully on any previous contract with the City. b) Describe your firm's underwriting practice as related to public finance. Compare public finance staffing in your firm three (3) years ago and that of today; Municipal Banking & Markets Group BofAML has a long and rich history in the public finance sector, and ranks nationally as the #1 senior manager of all municipal issues for each of the past three years. Our Municipal Banking and Markets group is a fully integrated division including Public Finance Investment Banking, Sales, Trading, Underwriting, Municipal Credit Products (all acting through Merrill Lynch, Pierce, Fenner & Smith Incorporated), and Commercial Bank Credit Products and Client Management (acting through Bank of America, N.A.) for governmental clients. This single, coordinated business unit provides our municipal clients with a central platform for their capital raising, credit and treasury needs. Our industry -leading franchise includes specialists in all areas of municipal finance, including state and local governments, primary and secondary education, pension, water and wastewater/SRF, transportation, public power, higher education, student loans, housing and healthcare, among others. In fact, in 2014 alone, our firm ranked as the #1 underwriter in senior managed volume for municipal bonds nationally and in Florida (both overall and for cities), providing us substantial relevant and recent experience structuring, marketing, pricing and actively maintaining a secondary market in municipal bond credits relevant to the City. Even in times of high market volatility, BofAML has continually offered multiple channels (public market, private placements, credit enhancement, liquidity support, direct lending) to support its clients with access to capital. With this experience, BofAML has developed a comprehensive understanding of the universe of Page 4 BankofAmerica ' Merrill Lynch these transactions throughout the nation (as well as the buyers of these bonds), which in turn has fostered the type of creativity and expertise that enables us to develop innovative strategies and solutions for our clients. MUNICIPAL BANKING & MARKETS Public Finance Investment Banking Municipal unierwritinga Money; Muni Institutional & Retail Sales & Distribution sublic Sector tonmercial Banking' Client MVIanagemer t Public Finance Staffing Levels BofAML consistently seeks to better serve our clients through strategic investments both in our business model and through talented professionals across the country. In an ongoing effort to strengthen client coverage, enhance our ability to provide comprehensive product offerings and business solutions, and strengthen our risk management practices, BofAML announced the formation of the Public Sector Banking and Markets Group in April 2012. Under our consolidated business model, all municipal businesses report to the same leadership, allowing our public finance and government banking professionals to work together to analyze, compare and contrast a broad array of financing alternatives for our municipal clients. Our organizational changes combined with ongoing strategic investments in our municipal finance group, has resulted in a 58% net increase to our staffing over the past three years. Commitment to Public Finance Bank of America Merrill Lynch is consistently a leading underwriter of municipal bonds and is fully committed to remaining the top firm in the business. As evidence of this commitment, BofAML ranks nationally as the #1 senior manager of all municipal issues each year from 2012 through 2014, and we have maintained this #1 ranking through December 2015. With over 7.4 million individual investors and $2.3 trillion in client assets. In fact, Bank of America's senior management has consistently stated that public finance is an integral and essential component of our firm's long-term strategy. Of course, our top rankings alone do not ensure commitment to municipal finance. Rather, we believe our Firm's commitment to this critical sector is underpinned by four interrelated attributes: 1) our capital strength allows us to support our municipal clients with a broad range of capabilities; 2) BofAML has made significant investments in staff, infrastructure, organization and technology to support our Municipal Markets business; 3) our wholly -owned retail brokerage franchise depends on our Municipal Markets group to meet the substantial demand of our retail customers; and 4) we are a top lender to municipal governments and view credit and lending as complementary for our clients and how we serve them. c) Disclosure by the underwriter of any conflicts of interest, as stated in MSRB Rule G-17, including finder's fees, fee splitting, or other contractual arrangements of the firm that could present a real or perceived conflict of interest. Additionally, the firm should disclose if there are any pending investigations of the firm or enforcement or disciplinary actions imposed on the firm within the past three (3) years by the Security. Exchange Commission (SEC) or other regulatory bodies; In December 2013 the City filed a federal lawsuit asserting a claim under the federal Fair Housing Act and a derivative common law claim against Bank of America Corporation ("BAC") and Bank of America, N.A., the parent corporation and affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated, respectively, and others. The City's complaint alleges that defendants' mortgage loan origination activities constitute disparate impact and disparate treatment discrimination, and have damaged the City in the form of lost tax revenue and increased municipal services costs. Defendants deny the allegations. The officers of MLPF&S engaged with the City in connection with this RFQ does not view the federal lawsuit as a conflict that would affect our ability to successfully perform the scope of services outlined in the RFQ. Further, as stated earlier, to the best of our knowledge at this time, we are not aware of any actual or potential conflicts of interest that could negatively impact our Firm's acting as a member of the Underwriting Team for the City. If selected to be your underwriter, however, in accordance with our MSRB Rule G-17 obligations as an underwriter, we will conduct our MSRB Rule G- 17 review and provide you with any appropriate disclosures at that time. In the ordinary course of business, MLPF&S is subject to regulatory examinations, information gathering requests, inquiries, and investigations ("Regulatory Matters") by various federal or state securities regulatory agencies and attorneys general, other local, state, and federal agencies, and self -regulatory organizations (collectively, "Regulators. In connection with formal and informal Regulatory Matters, MLPF&S receives numerous requests, subpoenas and orders for documents, testimony and information in connection with various aspects of its regulated activities, and in some cases regulatory action has been taken against MLPF&S. MLPF&S believes that it has cooperated fully with the Regulators in all such inquiries to date and intends to continue to cooperate fully with the Regulators in all such inquiries involving MLPF&S in the future. MLPF&S's ultimate parent is Bank of America Corporation ("BAC"). BAC makes all required disclosures in its Annual Report on Form 10-K and Quarterly Report on Form 10-Q, which are updated in its Reports on Form 8-K, all of which are filed with the Securities and Exchange Commission ("Regulatory Filings"). Merrill Lynch & Co., Inc. (the "Corporation"), the former parent of MLPF&S, also made such disclosures until it was merged into BAC on October 1, 2013. MLPF&S makes all required disclosures in its Form BD and ADV Filings ("Form BD and ADV Filings") with the Financial Industry Regulatory Authority ("FINRA"). Those Page 5 Bank ofAmerica '.I Merrill Lynch Regulatory Filings and Form BD and ADV Filings include disclosures of Regulatory Matters as required by federal law and applicable regulations, and are publicly available. BAC cannot confirm or deny the existence of any other, non-public Regulatory Matters conducted by any Regulator unless required to do so by law. The Regulatory Filings are publicly available on the SEC's website at www.sec.gov. The Form BD Filings are publicly available on the FINRA BrokerCheck system at http://www.finra.org/Investors/ToolsCalculators/BrokerCheck/index.htm. The Form ADV filings are publicly available on the SEC's Investment Adviser Search website at: http://www.adviserinfo.sec.gov/(S(cerr0u55hmrw5a45022y3vnz))/IAPD/Content/Search/iapd_Search.aspx. Regulatory Filings that include information relating to Regulatory Matters involving the municipal markets business of MLPF&S since January 1, 2009 can be accessed as follows and are incorporated herein by reference: the Corporation's 2012 Annual Report filed on March 1, 2013 (page 116); Quarterly Report on Form 10-Q filed on May 10, 2013 (page 76); 2011 Annual Report filed on February 24, 2012 (pages 132 and 133); 2010 Annual Report filed on March 1, 2011 (pages 137, 138 and 145); 2009 Annual Report filed on March 11, 2010 (pages 121, 122, 127 and 128); and these can be found at http://ir.ml.com/phoenix.zhtml?c=93516&p=irol-sec [Word Document Version] and BAC's 2012 Annual Report filed on February 28, 2013 (page 230); Quarterly Report on Form 10-Q filed on May 7, 2013 (page 201); 2011 Annual Report filed on February 23, 2012 (pages 223 and 224); 2010 Annual Report filed on February 25, 2011 (pages 197 and 204); 2009 Annual Report filed on February 26, 2010 (pages 161 and 169); and these can be found at http://investor.bankofamerica.com/phoenix.zhtml?c=71595&p=irol-sec [Word Document Version]. The Form BD and ADV Filings also include information relating to Regulatory Matters involving the municipal markets business of MLPF&S. Please note that MLPF&S's principals, as identified on Schedule A of its Form BD, make required disclosures in their Form U-4, which are filed with FINRA pursuant to a directive from the SEC. These Form U-4 filings are publicly available on the FINRA BrokerCheck system at http://www.finra.org/Investors/ToolsCalculators/BrokerCheck/index.htm. Please let us know if you need any additional information. d) Certify the Proposer's Excess Net Capital position as of September 30, 2014 to date; and BofAML is one of the best capitalized broker -dealers in the municipal securities industry. Our substantial capital base enables us to price bonds competitively, maintain liquidity in the secondary market, and underwrite unsold balances — even under the most adverse market conditions. The following table summarizes our firm's capital position for the past five quarters. CAPITAL POSITION — QUARTERLY SINCE SEPTEMBER 30, 2014 ($MM) Total Capital (1) Equity Capital (1) Net Capital (2) Excess Net Capital (2) (1) Reflects Bank of America Corporation. (2) Reflects Merrill Lynch, Pierce, Fenner & Smith Incorporated. We have included MLPF&S's FOCUS Reports from September 30, 2014 to date in Appendix F herein, certifying our Excess Net Capital position in the table above. 6/30/15 9/30/t4 $201,168 152,852 10,407 9,234 12/31/14 $208,670 155,361 9,669 8,371 3/31115 $214,481 155,438 10,491 8,970 $217,538 158,326 9,490 8,034 9/30/3 $219,901 161,649 10,125 8,678 e) Disclose whether your Firm has been involved in the prior trade of securities for the City of Miami? If so, please specify dates and provide detailed information concerning the services provided. Experience with and Knowledge of the City BofAML has a long history of working with the City of Miami giving us more collective financing experience with the City than any other investment banking team. Since 2002, BofAML has senior managed six long-term bond transactions on behalf of the City, for a total par value of $284 million. Additionally, for the same time period, BofAML has co -managed two transactions in support of the City for a total par value of approximately $108 million. As shown in the league tables on the following page, since 2002 BofAML has been the most experienced underwriter of the City of Miami's offerings, having attained the #1 ranking in both volume and number of transactions. As part of our underwriting services for the City, and on behalf of our institutional and retail clients, BofAML has from time to time engaged in the trade of the City's bonds since 2002. As part of our initial underwriting process, after our firm underwrites the City's bonds, we may own unsold balances for a period of time as we find buyers in the secondary market. As part of our efforts to maintain a robust secondary market as market maker for the City's bonds, our firm, from time to time, buys and sells the City's bonds on behalf of our clients. Page 6 BankofAmerica "'�.- Merrill Lynch BofAML CITY OF MIAMI SENIOR MANAGED RANKINGS, 2012 * 2015 YTD) t;?l( Volume ($IAM) # of Transactions BankofAmerica Merrill Lynch UBS JP Morgan Morgan Stanley RBC $70.6 $198.3 $190.6 $183.8 $284,0 BankofAmerica Von Merrill Lynch JP Morgan UBS Morgan Stanley SunTrust Source: Thomson Reuters, 1/1/02-12/1/15; excludes notes, private placements, and preliminary issues; volume represents true economics to book runner. Adding to our firm's deep institutional relationship with the City, our team's lead banker Jose Pagan has extensive financing experience with the City prior to joining BofAML. Mr. Pagan's long history covering the City affords BofAML extensive institutional memory and insights that will be beneficial in educating the investing community. His deep knowledge of the City will allow our firm to anticipate and respond quickly to investor inquiries, as well as help the City focus its message to rating agencies and investors. While employed by another investment banking firm, Mr. Pagan was the lead banker on three senior managed transactions, for a total par amount of $194 million. Since 2002, Mr. Pagan has been the lead banker on nine senior managed City of Miami transactions totaling $478 million. Those include four refunding transactions for the City of Miami totaling approximately $198 million in 2002, 2003 and 2007 for the special obligation, general obligation and limited ad -valorem tax credits. In 2009 and 2010, Mr. Pagan led six transactions totaling $284 million for limited ad -valorem tax bonds, parking system revenue bonds (issued through the. City of Miami on behalf of the Miami Parking System) and special obligation parking revenues bonds for the Marlins stadium project. He has maintained strong working relationship with the office of the Chief Financial Officer, Treasury and Debt department, the City Attorney's office and all of the professional consultants working with the City (i.e. Bond Counsel, Disclosure Counsel and Financial Advisors) over the years. Mr. Pagan has worked closely with past City Managers and assisted the City in its financing and membership with the Sunshine State Financing Commission as an alternative lower cost funding source. The deal lists below detail BofAML's past experience with the City of Miami has participated in, as well as Mr. Pagan's experience with the City prior to working at BofAML. BofAML'S CITY OF MIAMI UNDERWRITING EXPERIENCE sale Date 07/22/10 07/22/10 11/19/09 10/23/09 10/23/09 05/20/09 07/13/11 07/10/09 Total Par ($RM) issue`r $84.540 City of Miami, FL 16.830 City of Miami, FL 65.000 City of Miami, FL 60.110 City of Miami, FL 6.485 City of Miami, FL 51.055 City of Miami, FL 70.645 City of Miami, FL 37.435 City of Miami, FL $392.100 8 Transactions issue De>rcr1gtlon Special Obligation Park Rev Bonds Special Obligation Park Rev Bonds Special Obligation Bonds Parking Sys Rev & Rev Ref Bonds Parking Sys Rev & Rev Ref Bonds Limited Ad Valorem Tax Bonds Special Obligation Rev Ref Bonds Pension Refunding Revenue Bonds Role Senior Senior Senior Senior Senior Senior Co -Manager Co -Manager Source: Thomson Reuters, 1/1/02-12/1/15; excludes notes, private placements, and preliminary issues; volume represents full par amount. MR. PAGAN'S CITY OF MIAMI FINANCING EXERIENCE Salo Date 06/28/07 07/25/02 07/10/02 11/15/07 05/21/03 10/04/02 07/19/02 Total Par ($IAM) Issuer $84.540 City of Miami, FL 153.060 City of Miami, FL 13.170 City of Miami, FL 27.895 City of Miami, FL 80.000 City of Miami, FL 18.680 City of Miami, FL 153.186 City of Miami, FL $474.381 7 Transactions issue Description' Special Obligation Park Rev Bonds Ltd Ad Valorem Tax Ref Bonds Special Obligation Rev Ref Bonds Special Obligation Rev Ref Bonds Special Obligation Bonds GO Refunding Bonds Ltd Ad Valorem Tax Bonds Role Senior Senior Senior Senior Co -Manager Co -Manager Co -Manager Source: Thomson Reuters, 1/1/02-12/1/15; excludes notes, private placements, and preliminary issues; volume represents full par amount; experience while at another firm. Page 7 Bank ofAmerica 'CP Merrill Lynch As senior manager, BofAML worked with the City during each stage of above referenced financings, from determination of financing parameters and structure to documentation review to rating agency and investor outreach, through and including closing and post -transaction follow-up, as summarized below. Work with City and FA to establish timeline and assign responsibilities ✓ Discuss and identify financing goals and objectives, including refunding savings thresholds and/or cash flow needs, if any ✓ Coordinate due diligence session, including co -managers ✓ Assist in selection of printer and any other parties to the financing, as needed ✓ Work with legal team and working group to develop and revise bond documentation and detailed offering document ✓ Review bond and disclosure documentation and participate in document review sessions ✓ Review closing documentation and prepare closing memorandum with wire instructions ✓ Identify new money and/or refunding parameters ✓ Analyze potential structures and work with City and FA to tailor optimal structure to meet City's specific objectives ✓ Provide ongoing market updates and refunding analyses ✓ Evaluate escrow funding alternatives for any refunding ✓ Assist in the development of rating strategy and presentation materials ✓ Assist with rating agency outreach, negotiation and follow-up ✓ Identify targeted investors ✓ Develop tailored marketing strategies based on financing structure and current market conditions ✓ Educate potential buyers about the issue and conduct pre -sale marketing efforts to stimulate demand ✓ Facilitate investor one-on-one conversations, as needed, to answer questions and give color on the City's credit ✓ Manage the syndicate, communicating relevant information to co -managers and soliciting price views ✓ Market, price and underwrite bonds, if necessary, committing capital as needed to ensure a successful and orderly sale ✓ Provide a final pricing book including all relevant pricing information ✓ Monitor and identify potential future opportunities for the City ✓ Provide secondary market trading Page 8 BankofAmerica'�' Merrill Lynch 5. Proposer's Ability to Underwrite Capacity Bond a) Describe the Proposer's bond sales abilities with emphasis on the Proposer's institutional and/or retail distribution capabilities and ability to place Florida paper. Include in a tabular format the following (limit to three pages): 1) Number of sales personnel in Florida; 2) Number of offices in Florida; and 3) Number of offices nationally. As a proven and experienced senior manager, BofAML has the ability to access buyers in each of the retail, middle market, and institutional markets; our firm has consistently demonstrated the ability to effectively balance local retail participation goals with the critical institutional presence necessary to work towards our client's goal of obtaining the lowest cost of funds. The resurgence of retail investors in the current market underscores the unique value of BofAML's industry leading distribution network. Furthermore, our well -recognized institutional sales force is in constant contact with the major buyers in all the key institutional investor categories. As a result, BofAML regularly receives one of the highest institutional designations on any particular transaction. Our robust network will help maximize the distribution of the City's bonds, and will ultimately help to minimize the City's overall borrowing costs. With BofAML as senior manager, the City will continue to have access to the full resources of our distribution system, described below, to ensure the broadest distribution and most cost efficient pricing. BofAML's DISTRIBUTION NETWORK HIGHLIGHTS lil;4tltutior1al 381 institutional sales reps 28 offices nationwide 21 muni institutional sales reps 394,000 institutional accounts 5,200 institutional muni accts National Retail 683 retail offices 16,605 retail brokers 7 million retail accounts $2.3 trillion retail assets 17 muni retail sales reps IFl� do _all 86 retail offices 1,247 retail brokers 585,366 retail accounts $137.9 billion retail assets $16.6 billion muni assets National and Florida Retail - BofAML has one of the industry's largest and most extensive wholly -owned retail distribution networks, comprised of 683 domestic branch offices supported by over 16,600 retail brokers. Our retail brokers oversee more than 7 million retail accounts nation-wide with combined client balances of more than $2.3 trillion. Within Florida, there are 86 retail offices (Merrill Lynch and US Trust) staffed with 1,247 retail brokers, including three offices in the City of Miami. Based on the importance of municipal bonds to our overall retail network, we have 17 marketing professionals spread across the country in offices located in New York City, Los Angeles, Boston, Chicago, San Francisco, and St. Petersburg (Florida), who are dedicated solely to the distribution of new issue and secondary market municipal bonds to our retail brokers nationwide. This leadership comes not just from the size of our wholly -owned and integrated retail division, but importantly from the longstanding relationships built by our specialized municipal retail marketing team. Fully integrated into our Municipal Banking and Markets Group but deeply linked into the retail broker system, this team provides unparalleled access to what retail investors are thinking, buying, and selling. Our middle market and institutional accounts regularly ask our underwriting desk what our retail system is doing as a way of reading the market. Institutions also recognize that the steady retail demand from our system means we always have a bid for bonds they buy from us in primary or secondary markets. Professional Retail - With the emergence and growth of trust departments, exchange traded funds, and separately managed accounts, individuals now have more options when it comes to investing in municipal bonds. In fact, professional retail investors now control more than $350 billion in assets and function like institutional investors. While our approach is to first allocate bonds to traditional retail investors, we actively cover and sell large quantities of bonds to the full universe of professional retail accounts. Institutional - BofAML has one of the largest institutional sales forces on Wall Street, with 381 institutional sales representatives located in New York and select regional offices who sell a myriad of investment products and services to over 394,000 institutional accounts nationwide. Our institutional sales force includes 21 salespeople who are exclusively dedicated to selling municipal securities. Our institutional municipal sales force members are located in New York and Boston, which allows them to coordinate and effectively cover our more than 5,200 of municipal institutional accounts. BofAML's institutional salespeople have relationships with most of the 300 major funds, trust departments, property and casualty insurers, and corporate investors that are active buyers of municipal bonds. The BofAML institutional sales force has long-standing relationships with some of the top institutional holders of municipal nationally, including Vanguard, Franklin Templeton and Nuveen and these relationships can be leveraged to broaden the distribution of the City's bonds. With our considerable sales network and large capital position, BofAML's marketing power is unmatched in the industry. In fact, our sales and trading team was awarded the 2015 Greenwich Quality Leader in Overall U.S. Fixed -Income Sales and Overall U.S. Fixed -Income Trading. Marketing Strategies A key component of BofAML's marketing strategy would be to create targeted marketing programs for both the institutional and retail investor bases. In terms of specific investors, BofAML recommends particular strategies to target retail investors — both true "traditional" and "professional" retail, who have been active and substantial participants in recent offerings. Merrill Lynch's retail clients, for example, will be an important target to increase their holdings. BofAML would also leverage our strong Bank ofAmerica 'r Merrill Lynch Page 9 relationships with institutional investors, our first-hand experience on recent similar City level offerings, as well as an in-depth holder analysis to reach the broadest base of institutional investors possible. In addition to identifying those investors most active in the municipal market generally and in recent BofAML senior managed transactions, our institutional holder analysis would identify current reported holders of: • Miami's bonds, who are familiar with the credit and whom we would target to expand their existing holdings; and • Florida issuers, who can be targeted to expand their base of in -State investments. • Specific security type holders, who are familiar with the types of credits the City typically offers, but do not currently have Miami debt and who would be looking to diversify their holdings Focused Marketing Strategies - From the experience gained as the leading underwriter of municipal securities both nationally and in Florida, we have developed a marketing plan that identifies opportunities for the City to expand its investor base and leverage our distribution network to achieve the City's goals for its future financings. Below, we have summarized some of the marketing techniques that we have successfully utilized in the past on Florida financings to reach both the retail and institutional buyer base. Pre -Market Across All Investor Segments • Disseminate information early . . Successful investor education will create investor interest, address concerns and identification of potential anchor orders . Utilize targeted marketing . strategy which includes online and physical roadshow, one- on-one calls as well as media advertisements (print and Internet) Time Deal Launch Effectively Closely monitor market conditions and select optimal window to launch Monitor new issue supply dynamics and maximize any positive sector news Investors can dictate price in ■ difficult markets Aggressive Retail Marketing. Maximize ability to realize benefits of robust retail demand and leverage Institutions through the Retail Order Period including Professional retail Launch retail pricing at aggressive levels if market tone permits; Ability to improve pricing before offering to institutions Attract Institutional Interest . Use a variety of coupon options to diversify buyermixto create competition withi nth e transaction, espedally inthe more difficult belly of the curve where Insurance Companies and Banks have dominated the buying landscape as diverse coupon structure . Use significant capital base, if necessary, to support appropriate and aggressive pricing . Rely on BofAML's significant experience and leadership in managing the process and working with its issuing clients to achieve their goal of the lowest cost of borrowing Significance of Retail Sales A key to BofAML's success is focused and targeted retail marketing that is conducted by BofAML's dedicated municipal bond desk' headquartered in St Petersburg, Florida. This desk is responsible for marketing new issues — in conjunction with our Firm's underwriting desk — as well as coordinating the ultimate placement of bonds within BofAML's Florida distribution network. In the table below, we've provided recent transactions in the State of Florida where our retail marketing efforts lead to high retail participation and ultimately yielded positive results for our clients. BofAML'S RETAIL PARTICIPATION ON SELECT FLORIDA FINANCINGS Is;;uer FSU Financial Assistance, Inc. School Board of Collier County, FL Sarasota County, FL School Board of Miami -Dade County, FL Pasco County, FL Polk County, FL City of Orlando, FL 07/07/15 05/13/15 02/25/15 12/16/14 09/24/14 04/09/14 03/27/14 'Fatal Paf Arrioint $84,550,000 36,225,000 33,490,000 306,820,000 104,910,000 71,510,000 236,290,000 40100et;ilrtirs $25,370,000 17,130,000 23,940,000 302,565,000 39,995,000 209,635,000 71,420,000 30% 47% 72% 99% 38% 293% 30% Page 10 Bank ofAmerica '�I Merrill Lynch b) For each of calendar years 2012, 2013 and 2014 and in tabular format, set forth the total number of municipal bond transactions the Proposer has served as Senior Manager and the total par amount involved (limit to one page); BofAML has a long and rich history in the public finance sector, and ranks nationally as the #1 senior manager of all municipal issues each year from 2012 to date. With this unrivaled experience, BofAML is well -versed and excels in executing transactions in both taxable and tax-exempt markets, across nearly every industry, issuer type, security type and we have the current capabilities to provide the services proposed in the City's RFQ. MUNICIPAL UNDERWRITING RANKINGS, 2012-2014 ($BN) BankofAmerica Merrill Lynch JP Morgan Cltl Morgan Stanley $24.2 RBC ' $20,9 $53.3 $43.1 $42,4 BankofAmerica er Merrill Lynch JP Morgan CItl Morgan Stanley Goldman Sachs $20.6 $17.2 $45.0 $38.5 $36.6 BankofAmerica, Merrill Lynch JP Morgan Cltl Morgan Stanley Wells Fargo $44,5 $37.6 $31.2 $27.3 $21.3 Source: Thomson Reuters, 1/1/12 -12/31/14; true economics to bookrunner, includes negotiated and competitive transactions; excludes preliminary issues, notes and private placements. The chart below highlights our market leadership in public finance for each of the years requested, and also breaks out such experience for issuers in the State of Florida. A full listing of our senior managed transactions is available in Appendix G. BANK OF AMERICA MERRILL LYNCH'S SENIOR MANAGED UNDERWRITING EXPERIENCE, 2012-2014 2014 44,455.4 378 2,032.1 2013 44,952.9 386 1,044.5 2012 53,318.7 463 3,735.8 Total $142,727 1,227 $6,812.4 68 19 14 35 Source: Thomson Reuters, 1/1/12 -12/31/14; excludes notes, private placements and preliminary transactions; par amount reflects true economics for deals with multiple sr managers. The tombstones Mlanrl Beach CITY OFMIAMI BEACH $194,920,000 Resort Tak Revenue Bonds, Series 2015 BofA Merrill Lynch November 2015 provided below MDC$chooi,5 MIAMI-DADE SCHOOLS $345,890,000 Certificates of Participation, Series 2015D BofA Merrill Lynch November 2015 represent a sample of Florida transactions with which we have acted as senior manager. FSU FINANCIAL ASSISTANCE INC. $84,550,000 Educational, Including. Athletic, Facilities Imp. Revenue Bonds, Series 2015A, 2015B and 2015C BofA Merrill Lynch July 2015 'Tampa_Alrport FlorldaCikizens limot_Courity /� amuuaati ptetnonal mew itport HILLSBOROUGH CO. AVIATION AUTH $321,715,000 Tampa Intl Airport Rev. Bonds and Subordinated Rev Bonds BofA Merrill Lynch Ju1y2015 4.feIT ITIZENS CITIZENS PROPERTY INSURANCE CORP $700,000,000 Coastal Account Senior Secured Bonds, Series 2015A-1 BofA Merrill Lynch May 2015 Page 11 Sa•rota County SARASOTACOUNTY $70,845,000 Infrastructure Sales Surtax Rev Ref Bonds, Series 2015A and 2014 BofA Merrill Lynch Feb2015/Sept2014 iPare—rCounfy PASCO COUNTY $104,910,000 Water and Sewer Revenue & Refunding Bonds, Series 2014A& 2014B. BofA Merrill Lynch September 2014 p Monty POLL POLK COUNTY $71,510,000 Public Facilities Revenue Refunding Bonds, Series 2014 BofA Merrill Lynch April 2014 Bank of America'�y Merrill Lynch c) For each of calendar years 2012, 2013 and 2014 and in tabular format, set forth the total number of municipal bond transactions the Proposer has served as Co -Manager and the total par amount involved (limit to one page); In addition to BofAML's extensive experience as a senior manager, our firm has also served as co -manager on many municipal transactions. In fact, from 2012 to 2014, BofAML was a co -manager on 924 transactions for a combined total par value of approximately $189.5 billion, of which 71 transactions for a total par of nearly $9.6 billion were for Florida issuers. Even as co- manager BofAML strives to support our issuer clients by assisting the senior managers through a both combined marketing effort as well as a strong order book. A full listing of our co -managed transactions is available in Appendix H. BANK OF AMERICA MERRILL LYNCH'S CO -MANAGED UNDERWRITING EXPERIENCE, 2012-2014 IOW 'r ( AIM) 2014 $52,591.6 267 $1,758.5 2013 65,617.5 308 4,295.9 2012 71,241.2 349 3,526.0 Total $189,450.3 924 $9,580.4 Source: Thomson Reuters, 1/1/12 - 12/31/14; excludes notes, private placements and preliminary transactions; includes negotiated & competitive co -managed fixed rate financings. As the top ranked underwriter in the business, issuers often look to BofAML to provide value above and beyond our role as part of an underwriting syndicate. We provide below a brief case study of a recent financing where we were a co -manager, but stepped up to help preserve refunding savings for the Gainesville Regional Utilities ("GRU"). City of Gainesville, Florida (Gainesville Regional Utilities) $68,__�,fi011 Utilities Syster_i lfetioa eis , 0 4 r A and $griOs On December 11, 2014 BofAML acted as a co -manager on a $69 million financing for Gainesville Regional •..... Utilities (Aa2/AA/AA-). Similar to many offerings in the market that week the transaction struggled in the More [ h a n P, n e r g y face of heavy new issuance volume. In support of the transaction, the BofAML syndicate desk put in member orders for the $11.6 bonds which had not been sold — as a point of reference, the BofAML member orders were the only such orders put in by the syndicate members including the senior manager. The senior manager's initial recommendation was to increase yields by 5 basis points on the two maturities with unsold balances, but after discussion with the client and their financial advisor — as well as confirmation of BofAML's order at the original pricing level — agreed to finalize pricing without an increase in yields. BofAML's willingness to underwrite these bonds translated directly into savings for GRU. Page 12 BankofAmerica'�I Merrill Lynch d) Provide information related to the Proposer's capitalization, as follows: A table that reflects the most recent available data (include date) for the Proposer's total capital and excess net (uncommitted) capital; and BofAML is one of the best capitalized broker -dealers in the municipal securities industry. Our substantial capital base enables us to price bonds aggressively, maintain liquidity in the secondary market, and underwrite unsold balances — even under the most adverse market conditions. "Excess Net" capital reflects the difference between the minimum capital a firm is required to maintain to cover potential market and credit risks and the amount of capital it actually holds. In other words, excess net capital represents the pool of capital a firm has available to underwrite the City's bonds. As illustrated below, BofAML currently maintains the industry's third largest excess net capital position. EXCESS NET CAPITAL BY FIRM 8 $15 m $12 S9 Ss $a $- Goldman JP Sachs Morgan BofAML Morgan Barclays Clt1 Stanley Wells BBC lefferles Fargo CAPITAL POSITION Source: US Commodities Futures Trading Commission 9/30/15. Total Capital (1) Equity Capital i11 Net Capital (2) Excess Net Capital (2) (1) Reflects Bank of America Corporation. (2) Reflects Merrill Lynch, Pierce, Fenner & Smith Incorporated. igliter*lji$001At $219.9 billion 161.6 billion 10.1 billion 8.7 billion Ability & Willingness to Commit Capital Recent market volatility has only further underscored the importance of an underwriter's ability and willingness to support pricings for municipal issuers. Despite these market challenges, BofAML has stepped -up to underwrite bonds in order to stabilize pricings, drawing on the combination of our balanced distribution system (which provides multiple outlets to place bonds in all markets) and our strong capital base reduces our underwriting. Our capital commitment is further proven by our unparalleled track record in the competitive market, in which we risk our own capital for our client's benefit every day. BofAML has been the #1 competitive underwriter for each of the past 23 consecutive years, weathering all of the significant changes in the municipal market over that time period. In the following table, we highlight select instances in which we committed our capital to support a transaction, including relevant details. SELECT EXAMPLES OF BofAML'S CAPITAL COMMITMENT Salle Date 11/5/15 Issuer UCF Stadium Corporation $44MM 1ampa Hillsborough County 7/22/15 0lpfsirioeI Aviation Authority $322MM 6/30/15 3/11/15 2/25/15 2/25/15 8/14/14 UCF Convocation c;c r ii'rt l Corporation Metropolitanmod( a Transportation Authority BJCC- City of Miramar, Florida $83MM $275MM $80MM Birmingham - Jefferson Civic Center $47MM Authority Utility Board of the City of Key West City of Homestead, Florida $40MM $24MM 6/4/14jet Jacksonville Electric $64MM Authority 9/24/13 p Santee Cooper, South Carolina Unsold Balance Untlerwrditeiil $BMM (17%) $16MM (5%) $34MM (41%) $70MM (25%) $9MM (11%) $28MM (58%) $17MM (42%) $6MM (24%) $17MM (27%) $507MM $507MM (100%) BofAML also used its capital to support UCF's financing by underwriting the unsold balance of approximately $7.6 million BofAML committed to underwrite the unsold balance of approximately $16.6 million without adjusting yields. In fact, BofAML was able to lower yields by 2-6 basis points across the curve from the pre -pricing call until final closing. Pricing took place during a week with high volatility in the market; however, BofAML entered the market with aggressive pricing levels, and BofAML committed to underwrite the unsold balance. The transaction included the MTA's inaugural offering of 40-year bonds. BofAML used its balance sheet to underwrite a large portion of the final maturity to maintain pricing integrity. BofAML ultimately underwrote nearly $9mm of the transaction in order to secure an all -in TIC of 3.26%. By maintaining pricing levels, Miramar was able to lock -in over $10.9mm of PV savings (12.5%) Given market conditions, BJCC lacked sufficient demand for the Bonds during pricing. To avoid an increase in the cost of funds, BofAML committed over $27.5 million, allowing BJCC to avoid a change in yields. While we were able to garner $39mm in total orders, several maturities were not fully subscribed for — in order to lock -in our proposed pricing levels, BofAML committed to underwrite $17mm of unsold bonds. Combined with a commitment by BofAML to underwrite unsold balances of approximately $5.7 million, the City of Homestead achieved an attractive all -in true interest cost of 3.956% for this 30-year financing. BofAML ultimately underwrote nearly $17 million of the transaction in order to secure an all -in TIC of 3.67%. By maintaining pricing levels, JEA was able to lock -In $11.7mm of PV savings (11.67%) We approached the client with an offer to purchase up to $400mm of long-dated bonds they had been unable to sell one month earlier with another firm as senior manager. They accepted our offer; based on demand deal was upsize to $507mm and locked -in rates 25-35 bps lower than indicated by their previous underwriter. Page 13 BankofAmerica'rI Merrill Lynch e) Describe Proposers access to sources of current market information to provide bond pricing data before, during and after the sale. Access to Current Market Information BofAML has access to a wide range of pricing resources and information throughout the negotiated sale process. Most importantly, we have relationships with the largest institutional buyers in the municipal market who provide us with insights on market trends and feedback on individual credits that allow us to aggressively price our deals to reach the broadest investor base. Access to a broad base of buyers, both institutional and retail, may be the single most important source of information our firm has because it allows us to stay one step ahead of market trends and investor appetite. It also allows us to provide the most aggressive pricing by meeting the demands of the market in real-time. BofAML also has access to a number of technical pricing resources. These include, but are not limited to, the Electronic Municipal Market Access ("EMMA") secondary market trading system, JJ Kenny's third party municipal bond pricing information, Bloomberg municipal pricing information, as well as data from our trading and underwriting desks. As an active trader and market maker of municipal bonds, BofAML's trading desk has real-time access to secondary market information through all phases of the sale process. Finally, as the #1 competitive underwriter for the past 23 years, we have put our capital at risk daily, aggressively bid on transactions and consistently used our understanding of the market to deliver the best pricing. Research Services and Weekly Publications. To stay attuned with current industry and market developments, BofAML has established a dedicated team of specialists to prepare daily and weekly reports, which canvas the entire spectrum of the municipal market. These timely reports are tremendously valuable, as they allow our public finance professionals to continuously monitor the market and develop innovative ideas for our clients. Senior management continuously emphasizes the strategic importance of our public finance practice to the success of the entire firm, and is committed to ensuring that our municipal issuers and investors are afforded access to all of our resources to ensure we provide unmatched banking service to our municipal issues. BofAML professionals have access to interest rate and economic market briefings prepared by BofAML's municipal bond traders and research staff, as well as BofAML's team of economists who produce some of the financial industry's most highly regarded research. These reports provide summaries of historical, current and forecasted economic conditions and data, as well as a calendar of upcoming economic releases and information on index levels for both the tax-exempt and taxable debt markets. BofAML's Market Strategy and Credit Analytics research team provides ongoing support of credit strategies and market analysis. As market conditions change, we will update the City and investors on the impact of such changes on its upcoming financings. Furthermore, BofAML has one of the most respected research organizations in the world with more than 800 analysts that provide insightful, objective, and decisive research to enable our clients to make informed decisions. We have dedicated research analysts offering in-depth analysis of economic projections, trends, and macro -economic developments. As it relates to municipal bonds, BofAML is a market leader in research dedicated to local government issuers. Phil Fischer leads our municipal research team and his team produces a weekly report with comprehensive market commentary on specific issuers of credits, including those based in Florida, and important credit metrics and developments. These municipal and industry reports, along with other research we produce, are readily available to the municipal investor community. Provided below is a summary of select systems BofAML has instituted to ensure our clients and/or public finance professionals remain on top of current market conditions. • Public Finance Group Market Call: Every Monday, the entire BofAML Public Finance Investment Banking Team gathers to discuss current market conditions, economic news and developments, the new issue calendar, and key factors driving both the long-term and short-term markets. • Morning Sales Call: Every morning at 7:45 a.m. Eastern, BofAML's underwriting desk and sales team from around the country gather to discuss key economic news and developments impacting the market that day on a "real-time" basis and how such news may impact specific transactions scheduled to price that day; additionally, members of the investment banking team often attend these meetings to provide details on upcoming financings that day/week and answer any questions the sales force may have on these offerings. • Daily Municipal Market Conditions: Our Municipal Products Group provides a comprehensive snapshot of prevailing interest rates and key ratios, including U.S. Treasury rates, LIBOR, AAA MMD, and SIFMA. Page 14 Bank of America Merrill Lynch • Weekly Market Update: BofAML's Municipal Products Group also provides a weekly overview including: a) historical overviews of short-term and long-term interest rates, b) the forward calendar and economic calendar, c) a general market commentary and interest rate forecast of key interest rates and d) commentary on municipal market developments and trends. • Weekly Muni Commentary: This Municipal Research report provides: a) general commentary on municipal market issuance, yields and index returns, b) sector commentary on municipal market developments, c) credit commentary on municipal credit developments and research and d) a weekly rate summary. • Industry Publications: BofAML has access to leading industry publications and web sources like Bloomberg, the Bond Buyer, Wall Street Journal and Thomson Reuters Municipal Market Monitor (TM3) that keeps our banking and underwriting teams apprised of market sentiment and dynamics that help guide our structuring, marketing, pricing and underwriting efforts. Access to Real -Time Pricing Information (IPREO Order Monitoring System) BofAML takes an interactive approach to working with its municipal clientele and their financial advisors in providing data during and after the bond transaction. To the fullest extent possible, BofAML maintains a completely transparent pricing process, both during the retail and institutional pricing periods. At the City's request, BofAML can provide the City with access to IPREO's real-time maturity -by -maturity order monitoring system that continuously updates as orders come in through each of the syndicate members. The order flow for each of the maturities is broken down by priority, retail and member orders, and each maturity will carry a balance, either positive or negative, showing the subscription levels. In addition, for each maturity, the City will be able to access specific details for each order within a maturity, including the investor name, if applicable, as well as the order size. To the right, we provide a screen shot of the order monitoring system for an entire series, and below it, an example of the details of the order flow for an individual maturity. BofAML would be pleased to grant online IPREO access to any individual that the City so desires. Additionally, if the City wishes to travel to BofAML's New York headquarters for its pricing, we will have a computer in the pricing room so that everyone can view orders throughout the day. ll[ IPREO 0.612112.0 W. dN 22.9. 7.12 2 told Neal Mirsti1N m.'a o/A:' > e u,o NI PO o:.�. mo NI NO On IA noMoroeuW u 625 0.1' o16 100 02C16nd5IO2SRdi NnwM 224jpe neew�t ww 525525 NO N.o 19 One 839212 9 16422 W . 17 R >ssMx 21„.22 . 91 Co..lene6Er. T<6E cal 26 2E2 199In...n Ee C.1030265 NM ConMunl. Pre- and Post -Sale Analysis For each City transaction on which we serve as senior manager, BofAML would also provide a Pre -Pricing Book to be distributed prior to pricing and a Final Pricing Book to be distributed on or around the closing date. The Final Pricing Book would contain all relevant market and pricing information after the sale of the bonds. Included in this analysis would be a transaction narrative, transaction summary, bond distribution summary, analysis of spreads from pre -pricing to final pricing, and a market overview leading up to and during the pricing day, as illustrated in the example below. 25. Final I'E icing; Hook �n4.ve~ epE..sw Page 15 Bank ofAmerica ''�I Merrill Lynch 6. Qualification and Experience of Personnel Coleman Cordell Managing Director Senior Oversight, Head of Florida Public Finance Winter Park, FL a) Provide resumes of each public finance professional that will be assigned to the Engagement. Describe the role of each in, and level of commitment to, the Engagement as well as their experience with municipal clients (limit to one page per professional); BofAML has assembled a strong team of experienced professionals to serve the financing needs of the City. The key strengths of the team include: 1) extensive Florida and financing experience; 2) readily available and close proximity to the City; 3) top ranked underwriter nationally and in Florida; 4) dedicated specialty bankers with expertise in credit, tax and structured products; and 5) leadership in pricing, marketing and remarketing Florida municipal securities. The diagram below depicts the structure and areas of responsibility of our financing team. Core Banking Team Jose Pagan Managing Director Lead Banker, Primary Day -to -Day Contact Coral Gables, FL Amanda Schlang Associate Quantitative and Analytical Support New York, NY Casey Brown Associate Quantitative and Analytical Support Winter Park, FL Sales and Marketing Specialists Michael Jentis Head of Institutional Sales & Marketing Kevin Wenk Head of Retail Sales & Marketing Lee Rudolph Florida Retail Marketing Specialist JakyJoseph Vice President Day -to -Day Support & Quantitative Specialist New York, NY Holly Kuhlman Steve Lenehan Senior Vice President Vice President Senior Credit Client Products Officer Manager Naples, FL. Credit and Rating Agency Strategists Brad Gewehr Senior Credit Strategist Sandy Brinkert Senior Credit Strategist Municipal Underwriting Dave Andersen Head Underwriter Brendan Troy Fixed Rate Underwriter Catherine Crews Matthew Hage Mona Payton Fixed Rate Underwriter Fixed Rate Underwriter Head of Muni Money Markets BofAML's City of Miami finance team consists of seasoned professionals who are intimately familiar with Florida issuers. The team will be led by Jose Pagan, Managing Director in our Coral Gables office, who will draw on his extensive financing experience with the City detailed earlier in our response. Mr. Pagan will serve as the primary contact and will be supported by a diverse team of talented and experienced professionals based in Florida and New York. He will be supported by a diverse team of talented and experienced professionals as shown below: • Dedicated Florida Region coverage bankers, including Coleman Cordell, Managing Director, who leads the firm's Florida public finance efforts and will ensure adequate resources are allocated to the City's financing(s). He will be Joined by Jaky Joseph, Vice President who will provide additional day-to-day support banking coverage and quantitative expertise. Rounding out the core regional banking team and assisting the senior bankers will be Amanda Schlang and Casey Brown, both Associates, who will provide quantitative and analytical support. • Credit specialists, including senior credit strategist Sandy Brinkert and Brad Gewehr who have significant recent and relevant experience and will provide assistance with the rating agencies and investor outreach. • #1 Ranked Underwriting professionals will include Dave Andersen, Brendan Troy, Catherine Crews and Matthew Hage, who are part of the underwriting syndicate that has achieved a #1 competitive ranking for 23 consecutive years. • Sales and marketing specialists, including Michael Jentis, the Head of Institutional Sales, will lend his expertise during the underwriting, marketing and distribution phases of the City's financings, and Kevin Wenk, head of BofAML's Retail Sales and Marketing efforts, will coordinate the retail marketing efforts along with Lee Rudolph, our Florida retail marketing specialist. Lee will have primary responsibility for ensuring the City's bonds are successfully marketed to Florida retail investors by coordinating the sales efforts of our retail brokerage offices. • Access to bank lending credit, with coverage from Steve Lenehan a client manager, and Holly Kuhlman, a senior credit products officer, who will be available to assist the City wish to pursue any direct bank lending and/or credit products. Page 16 Bank ofAmerica '� r Merrill Lynch CORE BANKING TEAM Corrtadx Jose Pagan Managing Director 355 Alhambra Circle Coral Gables, FL 33134 305-468-4336 jose.pagan@baml.com Coleman Cordell Managing Director 250 S Park Ave, Suite 400 Winter Park, FL 32789 321-527-7816 coleman.w.cordell@baml.com Jaky Joseph Vice -President One Bryant Park, 12th Floor New York, NY 10036 646-743-1349 jaky.joseph@baml.com Amanda Schlang Associate One Bryant Park, 12th Floor New York, NY 10036 646-743-1353 amanda.schlang@baml.com Casey Brown Associate 250 S Park Avenue, Suite 400 Winter Park, FL 32789 321-527-7828 casey,b.brown@baml.com Background Role: Lead Banker, Day -to -Day Contact Related Experience: Mr. Pagan has spent over 28 years as a public finance banker, covering clients in Florida. Mr. Pagan has participated in the structuring and issuance of over $60 billion in par amount. Mr. Pagan's finance experience includes Florida counties, school districts, as well as various municipalities within the state. Prior to joining the securities industry, Mr. Pagan spent six years as a practicing independent certified public accountant with a major national accounting firm. His years in public accounting provide him with an extensive background in auditing, financial reporting and financing for state and local governments. Previously, he served as Director of Finance for Miami -Dade County, Florida, for three years, where he was responsible for the financial activities of the County. Background/Education: B.S. - Bernard M. Baruch College, CUNY; FINRA Series 7, 53 and 63 licensed. Role: Head of Public Finance in Florida, Senior Oversight Related Experience: Mr. Cordell joined BofAML in June 2008, and is currently in charge of the public finance effort in the state of Florida. Prior to joining BofAML, Mr. Cordell was the manager of the Southeast Region for UBS Investment Bank. During his 32 year career in public finance, Mr. Cordell has senior -managed virtually every type of financing. These transactions include special obligation, non -ad valorem, water and sewer utility, certificates of participation, general obligation, CRA, transportation, solid waste, stormwater, infrastructure, resource recovery, gas tax, sales tax, assessment and insurance related transactions, among many others.. This considerable experience has gained Mr. Cordell the reputation as being one of the most senior investment bankers in the Southeast. Mr. Cordell has been responsible for the issuance of over $60 billion in municipal financings, as such he brings a wealth of knowledge of Florida public finance to the team. Background/Education: B.S.B.A. & M.B.A. - University of Florida; FINRA Series 7, 53 and 63 licensed. Role: Day -to -Day Support, Quantitative Specialist Related Experience: Over nine years of public finance experience, primarily in client -related quantitative analytics. He has built proprietary quantitative cash flow and forecasting models for a wide array of clients in various sectors, advised, structured, and provided advanced analytical and quantitative support and modeling on over $25 billion in municipal bond offerings in various sectors, including general obligation, water and sewer, and transportation. Selected clients include the Florida Citizens Property Insurance, LIPA, City of Atlanta, City of Detroit, Miami -Dade County Schools, MARTA, Fulton County, Tampa Bay Water, the State of Ohio Buckeye Tobacco Settlement Financing Authority, and Orlando Utilities Commission. Background: Master's in Quantitative Finance — Rutgers University; B.A. in Economics and Mathematics — Swarthmore College; FINRA Series 7 and 63 licensed. Role: Quantitative and Analytical Support Related Experience: Ms. Schlang has five years of public finance experience at BofAML, providing quantitative analysis and transaction support for a diverse client base. Since joining BofAML, Ms. Schlang has assisted on a variety of debt financings such as special obligation transactions, lease revenue, non -ad valorem bonds, GO bonds, and revenue bonds, among others. She has worked with a variety of issuers including Miami -Dade Schools, Homestead, Miami Beach, Pembroke Pines, Miami -Dade County, and MDX, among many others. Background/Education: B.S.B.A (Finance) - University of Florida; FINRA Series 7 and 63 licensed. Role: Quantitative and Analytical Support Related Experience: Mr. Brown joined Bank of America Merrill Lynch in September of 2013, and has supported a variety of Florida issuers including. Miami -Dade County Schools, Martin County Schools, Palm Beach County Schools, the City of Miami Beach and the City of Hollywood, to name a few. Prior to joining BofAML, Mr. Brown was employed with another major public finance firm. Background/Education: B.S.B.A & M.S. (Finance) - University of Florida; FINRA Series 52 and 63 licensed. LONG TERM MUNICIPAL UNDERWRITING Contact Dave Andersen Managing Director One Bryant Park, 9th Floor New York, NY 10036 212-449-5081 dave.f.andersen@baml.com Background Role: Head of Municipal Markets Trading and Underwriting Relevant Experience: Mr. Andersen is responsible for all of BofAML's Municipal Markets Departments' trading and underwriting. He has 30 years experience in underwriting, and trading of competitive and negotiated issues for BofAML's Municipal Markets Desk. Throughout his career, Dave has distinguished himself as the best and most aggressive underwriter in the municipal industry. This is evidenced by the Firm's record of 23 consecutive years as the industry's #1 underwriter of competitive bond issues. Moreover, as the head of the underwriting desk, Dave oversees every negotiated financing executed by BofAML. Dave has priced negotiated financings for every major municipal issuer in the country. Background/Education: B.S. - New York University; FINRA Series 7, 53 and 63 licensed, Page 17 Ban kof America's Merrill Lynch LONG TERM MUNICIPAL UNDERWRITING Canted Brendan Troy Managing Director One Bryant Park, 9th Floor New York, NY 10036 212-449-5081 brendan.troy@baml.com Catherine Crews Director One Bryant Park, 9th Floor New York, NY 10036 212-449-5081 catherine.crews@baml.com Matthew Hage Vice President One Bryant Park, 9th Floor New York, NY 10036 212-449-5081 matthew. page@ ba ml.com 00041'00nd Role: Fixed Rate Underwriter Related Experience: Mr. Troy has over 16 years of experience in the underwriting of both fixed rate and variable rate securities. Mr. Troy has served on the underwriting team for issuers including the City of Miami Beach, Miami -Dade County, Reedy Creek Improvement District, the City of Pembroke Pines, Tampa Bay Water, City of Orlando, State of Florida, Miami -Dade County, Lee County School District, Greater Orlando Aviation Authority, Tampa -Hillsborough County Expressway Authority. Background/Education: B.A. - Vanderbilt University, M.B.A - New York University; FINRA Series 7, 53 and 63 licensed. Role: Fixed Rate Underwriter Related Experience Ms. Crews joined BofAML in 2003 initially in the Public Finance Group. After three years on the banking side, Ms. Crews moved onto the fixed rate underwriting desk and is now responsible for underwriting negotiated, competitive, tax-exempt, and taxable municipal financings. She has served as the lead underwriter for many of our Florida municipal clients, including Lee County, FSUFA, Reedy Creek, and Pasco County, among others. Background/Education B.A. - Bucknell University; FINRA Series 7 and 63 licensed. Role: Fixed Rate Underwriter Related Experience: Mr. Hage joined BofAML in 2011 as a municipal bond trader. His initial experience focused on direct capital commitment as a trader for multiple regions including the Southeast and Florida specifically. In 2014, he transitioned onto the underwriting desk where he now serves as a fixed rate municipal bond underwriter. Before joining BofAML in 2011, Mr. Hage served for ten years in the United States Navy. Background/Education: B.S. — US Naval Academy; M.B.A - University of Maryland; FINRA Series 7 and 63 licensed. SALES & MARKETING SPECIALISTS orifi ct Michael Jentis Managing Director One Bryant Park, 9th Floor New York, NY 10036 212-449-5500 michael.jentis@baml.com Kevin Wenk Director One Bryant Park, 9th Floor New York, NY 10036 212-449-6800 • kevin.wenk@baml.com Lee Rudolph Vice President 200 Central Ave Saint Petersburg, FL 33701 727-824-7336 lee.rudolph@baml.com Bac grorunt Role: Head of Municipal Institutional Sales & Marketing Related Experience: Mr. Jentis has over 25 years of public finance experience at BofAML and is currently head of our institutional municipal sales operation in New York. His accounts include the nationally based major bond funds and arbitrage accounts. Prior to his current position, he spent nearly four years in investment banking, one year in derivatives and the last nearly 20 years in sales.in derivatives and the last 17 years in sales. Background/Education: B.A. — Syracuse University, M.B.A. — UCLA. FINRA Series 7, 9, 10 and 63 licensed. Role: Head of Municipal Retail Sales & Marketing Related Experience: Mr. Wenk started his career in municipal finance sales at Merrill Lynch 1996 and has been in muni sales ever since. He began his career as a sales assistant, and then became a short-term salesperson, and later a long-term salesperson. In a few years he worked his way up to leading all municipal short-term sales. In 2013 he started working in long-term sales again (while still leading short-term sales), and in 2014 he created and managed a muni middle markets sales team. In 2015 he transitioned to his current role as the Head of BofAML's Municipal Retail Marketing efforts. Background/Education: B.A. — Bucknell University (Economics); M.B.A. — New York University; FINRA Series 7, 53 and 63 licensed. Role: Florida Retail Marketing Specialist Related Experience: Mr. Rudolph has over 28 years of experience (all with BofAML) in the securities industry, specializing in Florida municipal bonds. Lee is responsible for providing high net worth retail clients with expertise and market opportunity ideas for help in managing their municipal bond portfolios. Located in St. Petersburg, he works closely with our Florida bankers and trading professionals to market Florida bonds to retail clients and retail brokers. Background/Education: B.A. - Auburn University; FINRA Series 7, 53 and 63 licensed. PUBLIC SECTOR BANKING & PUBLIC SECTOR CREDIT Contact Holly Kuhlman Senior Vice President 9128 Strada Place Naples, FL 34108 239-598-8805 holly.kuhlman@baml.com Background Role: Senior Credit Products Officer Related Experience: Ms. Kuhlman is responsible for handling bank placed debt transactions for municipal clients and covers clients located in 19 counties in the southern half of Florida. She has been with the firm since January of 1990 and has specialized in providing financing solutions to the municipal sector for nearly 10 years. Background/Education: B.S. — Ohio State University. Page 18 Bank of America,' Merrill Lynch PUBLIC SECTOR BANKING & PUBLIC SECTOR CREDIT Contact Stephen Lenehan Vice President 625 N Flagler Drive West Palm Beach, FL 33401 561-838-2256 stephen.b.lenehan@baml.com Sandra Brinkert, CFA Director One Bryant Park, 12th Floor New York, NY 10036 646-743-1312 sandra.brinkert@baml.com Bradley Gewehr Director One Bryant Park, 12th Floor New York, NY 10036 646-743-1336 bradley.gewehr@baml.com Background . Role: Client Manager Related Experience: Mr. Lenehan manages a Government Banking client portfolio in southeastern Florida, serving as the primary management contact for clients that include local and regional municipalities, special districts, community redevelopment agencies, and other governmental entities. He has been in banking for 10 years with experience in credit, treasury management and client management. Background/Education: B.S. — Catawba College Role: Senior Credit Specialist Related Experience: Ms, Brinkert has 30 years experience in the municipal industry, including credit enhancement at commercial banks and bond insurers, sell -side research and investment banking. Investment banking and credit clients include issuers from most sectors of the market, and experience includes extensive work with general obligation issuers, airports, cities and water and sewer systems. Previously managed public finance underwriting at ACA Capital, served as a project finance underwriter at Ambac and was an investment banker, credit research analyst and commercial banker at JPMorgan. Background/Education: M.B.A - University of Chicago, B.A. - Northwestern University. Chartered Financial Analyst. FINRA Series 7, 16, 53 and 63 licensed. Role: Senior Credit Specialist Related Experience: Mr. Gewehr specializes in advising issuer clients on credit structure, rating strategies, and investor relations. He has nearly 30 years of experience in municipal finance, including roles as a rating agency credit analyst, investment banker, and director of municipal research. Prior to joining BofAML in May 2010, Brad was an investment banker and head of the municipal credit strategy group for UBS Securities, assisting issuer clients in the rating process and the structuring of new credits and well as leading transactions involving pension funding, tobacco settlement, and special assessment credits. Brad was a Managing Director in the Public Finance Group of Moody's Investors Service, supervising ratings on municipal tax -backed, utility revenue, and lease credits in 26 states, including Florida. Background: M.B.A. - New York University; B.A. - Amherst College. Member of the Society of Municipal Analysts & National Federation of Municipal Analysts. FINRA Series 7, 16, 24, 53, & 63 licensed. b) For the Proposer and for each employee of the Proposer listed above (i.e. the primary account executive and public finance professionals assigned to the Engagement), a brief explanation of (i) litigation pending or past judgments entered against the individual or his or her Proposer, because of an act or omission of such individual in a professional liability action, if any; and (ii) regulatory or criminal actions, proceedings or investigations to which the individual or the Proposer has been subject over the last three years, whether or not the same has resulted in charges, convictions, suspensions or debarments (no page limit); Please refer to the response in 4(a) above. In addition, based upon our review of the FINRA BrokerCheck, and to the best of our knowledge and belief, none of the public finance professionals who would be involved with the City on its financings has had litigation pending or past judgment entered against them because of an act or omission in a professional liability action nor has any of the public financial professionals been charged, convicted, suspended or faced a debarment based on regulatory or criminal actions. Disciplinary actions or other regulatory/criminal events are disclosed about these professionals to CRD (Central Registration Depository) as part of the securities industry registration and licensing process. c) Documentation of the Proposer's participation in the City's recent negotiated sale or the negotiated sales of other municipalities in the State of Florida; and As outlined in our response to question 4(e), BofAML has a long history of working with the City of Miami giving us more collective financing experience with the City than any other investment banking team. Since 2002, BofAML has senior managed six long-term bond transactions on behalf of the City, for a total par value of $284 million. Additionally, for the' same time period, BofAML has co -managed two transactions in support of the City for a total par value of approximately $108 million. As shown in the below league tables, since 2002 BofAML has been the most experienced underwriter of the City of Miami's offerings, having attained the 01 ranking in both volume and number of transactions. Page 19 BankofAmerica... Merrill Lynch BofAML CITY OF MIAMI SENIOR MANAGED RANKINGS, 2012 — 2015 YTD) BankofAmerica `'r� " Merrill Lynch UBS JP Morgan Morgan Stanley RBC Total Volume (M $70.6 $198.3 $190.6 $183.8 $284,0 BankofAmerica' Merrill Lynch JP Morgan UBS Morgan Stanley SunTrust # of TrafisactiOns Source: Thomson Reuters, 1/1/02-12/1/15; excludes notes, private placements, and preliminary issues; volume represents true economics to book runner. In addition to our recent detailed experience with the City outlined in our response to question 4(e) earlier, since the beginning of 2012, BofAML has senior managed 84 negotiated municipal financings for Florida issuers, totaling over $7.1 billion of SDC credit, of which 16 transactions totaling $1.2 billion were for cities (Source: Thomson Reuters). In fact, over this period our firm ranks as the #2 senior managing underwriter of negotiated municipal offerings for Florida issuers, providing us substantial relevant and recent experience structuring, marketing, pricing and actively maintaining a secondary market in municipal bond credits relevant to the City's future financings. BofAML has developed a comprehensive understanding of these transactions throughout the nation (as well as the buyers of these bonds), which in turn has fostered the type of creativity and expertise that enables us to develop innovative strategies and solutions for our clients. Directly below are a few tombstones of recent negotiated Florida offerings a senior managed by BofAML, followed by relevant case studies for select offerings. We have also provided a listing of our Florida negotiated underwriting experience at the end of our response to this question. City of Miami Beach, Florida $194,920,000 Capital Improvement Refunding Revenue Bonds, Series 2015 BofA Merrill Lynch November 2015 City of IVlialiii Rea'chi City of.Warner, Florida $79,595,000 Capital Improvement Refunding Revenue Bonds, Series 2015 BofA Merrill Lynch February 2015 Waft/Oa-mar• City of Hollywood, Florida $47,160,000 Water and Sewer Refunding Rev Bonds, Series 2014 BofA Merrill Lyndi November 2014 Clay of Hal Cityof 0dando, Florida $236,290,000 Contract Tourist DevTax Payments Rev Bonds, Series 2014 BofA Merrill Lynch March 2014 city of �frlarida City of Marco Island, Florida. $61,995,000 Utility System Refunding Revenue Bonds, Series 2013 BofA Merrill Lynch August 2013 Cfty of Marc#Islarid ALLAHASSEE of Tall see, Florida $49,165,000 Capital Refunding Bonds, Series 2012 BofA Merrill Lynch October 2012 CityofT ilahessee Utilities Tax Revenue Bonds, Series 2012 BofA Merrill Lynch December 2012 , of am City of Miami Beach, Florida $194,920,000 Resort Thx Revenue Bonds, Series 2015 In November 2015, BofAML served as bookrunning senior manager for the City of Miami Beach, Florida's issuance of _ $194.92 million Resort Tax Revenue Bonds, Series 2015. The Series 2015 Sales Tax Bonds were one of three different series of bonds issued to finance major improvements to the City's convention center. The specific improvements to the convention center financed by the Series 2015 Sales Tax Bonds include energy efficiency improvements to transform the building to Class A standards, design modifications to exhibit halls, site improvements along the canal and adjacent roadways, the creation of versatile indoor/outdoor public spaces, and the addition of a new 5.8 acre public park. The successful sale was the culmination of several months of collaboration with the City and its financial advisor, given the unique structure of the financing, and the interconnectedness of the various transactions. The Resort Tax Revenue Bonds received initial ratings of Aa3/AA- with stable outlook by Moody's and S&P. Notably, the bonds were structured without a debt service reserve fund, which had no impact on either ratings or investor interest. A combined marketing effort between BofAML and the financial advisor contributed to a very successful pricing. These efforts included releasing the POS thirteen days prior to pricing along with online investor presentation, and one-on-one conversations to help address potential investors' questions. During pricing, BofAML targeted both retail and institutional investors using a hybrid couponing structure — incorporating both premium coupons and discount/par-ish coupons in order to maximize investor interest. With this strategy, BofAML built an order book totaling approximately $600 million and was able to adjust the initial pricing yields downwards by 1-6 basis points in various maturities across the curve. As a result, the City achieved an all -in TIC of 3.98% on this 30-year financing. Page 20 Bank of 40 Merrill Lynch City ufHollywood, Florida o'/, of , L1UWOOD rL*R/u^ In November 2014, BofAMLsenior managed the City of Hollywood, Florida's $47.2million Water and Sewer Refunding Revenue Bonds, Series 2U14. Proceeds pfthe bonds were used torefund the Series 2003 Bonds on a current basis for annual debt service savings. Bof`AML and the City's finance team began the marketing process for the Series 2014Bonds by releasing the Preliminary Official Statement onNovember Bth, seven days before the pricing date. Additionally, BofAMLdistributed osales point memorandum to its internal sales force, summarizing the salient points of the City'o financing. Despite the weakened market environment and the challenge of pricing during e shortened Veterans Day holiday week, the BptAKDL|ad syndicate was able to attract substantial investor interest, generating over $73.7million institutional and retail orders. BofAML was able to leverage the strong demand and lower yields by one to two basis points |nselect maturities, resulting in NPV savings of approximately $7.3 million or over 13.2% of the par refunded. City ofHomestead, Florida In August 2014 BofAML served as sole underwriter for the successful inaugural sale of the City of Homestead,Florida's General Obligation Bonds, Series 2014. The sale was approved through a general obligation bond referendum by the citizens of Homestead earlier in the year. Proceeds will be used to finance the cost of the construction of a new police headquarters facility, as well as the renovation and improvement of the Seminole Theatre for public use as on entertainment venue BolAN|Ltook advantage of poladwek/ strong market with limited new issue supply and demand from all investor segments. our desk marketed a pricing structure with various coupons strategically offered across a 30-year amortization plan that invited individual retail, professional retail, bond funds, investment advisors and insurance companies to actively participate. This pricing strategy resulted in nearly $50 million in orders. As a result of the strong order flow, BofAML was able to leverage the strong demand and selectively lower yields of certain maturities by as much as five basis points. Combined with o commitment by BofAML to underwrite unsold balances of approximately $5.7 million at the time of the verbal award, the City of Homestead achieved an attractive all -in true interest cost of 3.956% for this 30-year financing. BofAML'S SENIOR MANAGED UNDERWRITING EXPERIENCE FOR MUNICIPALITIES IN FLORIDA SINCE 2012 11li18/15 04/28/15 02/26/15 02/25/15 11/z4/1« 10/17/14 on/2s/14 o*/1n/z4 oxyz4/14 uo/1o/14 n3/zn/zo z2/04/1u oe/zz/za mVcu/za os/0s/o os/zo/zx oz/1a/10 1o/zw1u 1z/1z/1u zu/1z/o z1/»n/1u zz/30/12 1z/ao/zu 1zynz/1z 1nyz7/1a oy/o7/1z no/ou/1x oo/or/zu Source: Thomson Reuters; 11*1*z4v115,includes negotiated senior managed transactions for Cities, Towns, Villages and Counties mFlorida. Miami Beach City -Florida Tallahassee cxv-Flm1ua Mirama,oty'Rvnda saramtam,p|o,ma xoUvwvndo|t+p|or|du Leecv'F|e,idu pommu,p|mido oamootaco+|o,|dn Homestead City -Florida pv|kcn'p|o,idu odondocityFlvnda mrasotacvf|o,ida Pembroke Pines City -Florida Marco Island City -Florida ramoc*Ronuv u,ou,p|vnda Orlando City -Florida North Miami Beach -Florida Tampa City -Florida TumnoCit+p|orido Miami-Dadeu,p|oriclu m|mni-oadoco-p|vnuo pv|ko*Mnnuu rampacit+p|ondo Tallahassee City -Florida Tampa City -Florida Tampa City -Florida nmwomc*nunna �� ~� '~°-°"=^~,�`�-,~._. ResortTax Revenue Bonds Health Facs Revenue Ref Bonds Capital Improvement mef Rev Bonds Infra Sales Surtax Rev Ref Bonds Water uSewer Refunding Rev Bonds Transportation paoRef Rev Bonds Water & Sewer Ref mImp Rev Bonds mhasSales Surtax Rev Ref Bonds General Obligation Bonds Public Facilities Rev Ref Bonds Revenue Bonds Utility System Revenue Bonds Communications Svcs Ref Rev Bonds Utility System Ref Revenue Bonds Half -cent Sales Tax Ref Imp Bonds Tourist oevTax Revenue Bonds vv:twt,Sys Ref mImp Rev Bonds Water Revenue Refunding Bonds Utilities Tax Refunding Rev Bonds Utilities Tax Ref mRevenue Bonds Aviation Revenue Refunding Bonds Aviation Revenue Refunding Bonds Utility System Revenue Ref Bonds Hospital Revenue Refunding Bonds Capital Refunding Bonds Ref Cap Imp Cigarette ^||ocBonds Health System Revenue Bonds soRefunding Bonds 194.920 Series 2015 107.290 Series uo15» rysys a,nenxozs uu:yo seneszo1s 47.160 Series 2014 106.570 xenoozoz4 104.910 oeneszoz4 Amo 37.355 Seriva20x^ 24.255 muneazoz4 71.510 seneszo14 236.290 seneoxo14 A 35.600 yurmsuVzs 35.300 xoneszoss ozyos oonesuua 33.7e Series zomx 41.475 seneozozs 36.170 soneszozs 56.060 m,mszozu 7.870 Series ouzc 38.020 Series zozzAmo 106.845 Series zozau 669.670 Series zm1aA 43.815 oenuozo1u 36.635 y,deomzxo *9.165 soneozozz 132u10 Series zo1uA 28.010 Series m1z« 101.345 senoxxozz �� ���A��m'� d) Provide no less than a list of three (3) references within the past five (5) years for whom similar services were performed. Include the term of the contract, the compensation structures, and include the address, phone number(s) and contact persons within the organization. BofAML's strength in the municipal market is not only evident in our firm's strong rankings, but also in the strength of our relationships with our issuer clients. We have provided four references below for Florida issuers for whom BofAML has provided exceptional service. Please feel free to contact any or all of these references for first-hand commentary on the ability of BofAML to meet the City's financing needs. CLIENT REFERENCES Issuer Name - Miami -Dade County MIAMI.DADE Miami -Dade School District City of Miami Beach City of Orlando I era of Cot►tract • Underwriting Pool for a term of five years • Underwriting Pool for a term of three years • Underwriting Pool for a term of five years • Underwriting Pool for a term of five years omperisatiori Strtteterc • Most Recent Deal: ✓ Takedown: $4.475 / Bond ✓ Expenses: $0.219 / Bond ✓ Total UWD: $4.694 / Bond • Most Recent Deal: V Takedown: $0.500 / Bond ✓ Expenses: $0.164 / Bond ✓ Total UWD: $0.664/ Bond • Most Recent Deal: ✓ Takedown: $3.599 / Bond ✓ Expenses: $0.327 / Bond ✓ Total UWD: $3.926 / Bond • Most Recent Deal: ✓ Takedown: $2,000 / Bond ✓ Expenses: $0.188 / Bond ✓ Total UWD: $2.188 / Bond Gorniatit (J formetlos Charles Parkinson, Jr., Senior Bond Analyst 111 NW 1st Street, 25th Floor Miami, FL 33128 (305) 375-5147 cpir@miamidade.gov Leo Fernandez, Treasurer 1450 NE 2nd Avenue Miami, FL 33132 (305) 995-1633 leofernandez@dadeschools.net John Woodruff, lnterim CFO 1700 Convention Center Drive Miami Beach, FL 33139 (305) 673-7000, ext. 6224 johnwoodruff@miamibeachfl.gov Christopher McCullion, Deputy CFO 400 South Orange Avenue, 4th Floor Orlando, FL 32801 (407) 246-2346 christopher.mccullion@cityoforlando.net e) Relevant experience of the firm and the individuals assigned to the issuer, and the identification and experience of the individual in charge of the day-to-day management of the bond sale, including both the investment banker(s) and the underwriter(s). BofAML is committed to providing the highest level of service to the City and has assembled a team that is well -versed in each of the City's credits — both nationwide and in Florida. The team will be led by Jose Pagan, who has 28 years of experience as a public finance investment banker focusing primarily on South Florida issuers. Mr. Pagan will be in charge of the day-to-day management of the bond sale from the investment banking side. In addition to the core investment banking coverage team, BofAML's Miami finance team also includes: ■ Florida banking specialists, based in Florida and New York, who cover issuers across the State and have strong institutional knowledge of the financial, legal and political considerations in Florida; • Credit specialists, including a senior credit strategist who has significant recent and relevant experience with special obligation, parking, limited ad valorem, convention center and hotel occupancy tax credits, among many others - and who will provide assistance with the rating agencies and investor outreach, and a bank credit products officer, who can provide access to our balance sheet through various traditional and innovative products. Our core banking team and specialists will be supported by BofAML's long-term and short-term underwriters, sales and marketing professionals. Brendan Troy will act as the lead underwriter for the City's fixed rate bond issuances, as further described in our responses to Questions 6 (a) and 6(e) herein. Finally, as an indication of the importance of the City to our firm, our senior management — John Lawlor, Head of Municipal Banking and Markets, and Ed Sisk, Head of Public Finance — will be available as needed. We provide in our response to Question 6 (a) herein brief resumes for the financing team members. f) A description of the firm's bond distribution capabilities including the experience of the individual primarily responsible for underwriting the proposed bonds. The firm's ability to access both retail and institutional Investors should be described. Distribution Capabilities As described in our response to 5(a) above, BofAML's marketing strength is derived from a large and well -established distribution network that is geared to both retail and institutional market segments, and thus is not overly dependent on orders from either Page 22 Bank of America Merrill Lynch segment to distribute bonds. Our ability to access either retail or institutional buyers as market conditions and other factors dictate allows us to contribute to market liquidity, stimulate demand among various sectors, incorporate structuring features which satisfy the portfolio needs of investors, and thus obtain the most aggressive pricing levels for our clientele. BofAML has an extensive distribution network — institutional and retail, both nationally and in Florida — which we highlight below. Unlike a number of our competitors that rely on joint ventures, third party agreements and electronic clearing houses to reach retail investors, our Merrill Lynch retail operations, wholly owned by Bank of America, provide an important and unmatched distribution channel for the bonds we underwrite. As such, BofAML does not partner with outside firms for bond distribution. BofAML's DISTRIBUTION NETWORK HIGHLIGHTS l hstjtutional 381 institutional sales reps 28 offices nationwide 21 muni institutional sales reps 394,000 institutional accounts 5,200 institutional muni accts National Retail 683 retail offices 16,605 retail brokers 7 million retail accounts $2.3 trillion retail assets 17muni retail sales reps lorida Retail, 86 retail offices 1,247 retail brokers 585,366 retail accounts $137.9 billion retail assets $16.6 billion muni assets National and Florida Retail - BofAML has one of the industry's largest and most extensive wholly -owned retail distribution networks, comprised of 683 domestic branch offices supported by over 16,600 retail brokers. Our retail brokers oversee more than 7 million retail accounts nation-wide with combined client balances of more than $2.3 trillion. Within Florida, there are 86 retail offices (Merrill Lynch and US Trust) staffed with 1,247 retail brokers, including three offices in the City of Miami. Based on the importance of municipal bonds to our overall retail network, we have 17 marketing professionals spread across the country in offices located in New York City, Los Angeles, Boston, Chicago, San Francisco, and St. Petersburg (Florida), who are dedicated solely to the distribution of new issue and secondary market municipal bonds to our retail brokers nationwide. This leadership comes not just from the size of our wholly -owned and integrated retail division, but importantly from the longstanding relationships built by our specialized municipal retail marketing team. Fully integrated into our Municipal Banking and Markets Group but deeply linked into the retail broker system, this team provides unparalleled access to what retail investors are thinking, buying, and selling. Our middle market and institutional accounts regularly ask our underwriting desk what our retail system is doing as a way of reading the market. Institutions also recognize that the steady retail demand from our system means we always have a bid for bonds they buy from us in primary or secondary markets. Professional Retail - With the emergence and growth of trust departments, exchange traded funds, and separately managed accounts, individuals now have more options when it comes to investing in municipal bonds. In fact, professional retail investors now control more than $350 billion in assets and function like institutional investors. While our approach is to first allocate bonds to traditional retail investors, we actively cover and sell large quantities of bonds to the full universe of professional retail accounts. Institutional - BofAML has one of the largest institutional sales forces on Wall Street, with 381 institutional sales representatives located in New York and select regional offices who sell a myriad of investment products and services to over 394,000 institutional accounts nationwide. Our institutional sales force includes 21 salespeople who are exclusively dedicated to selling municipal securities. Our institutional municipal sales force members are located in both New York and Boston, which allows them to coordinate and effectively cover our more than 5,200 of municipal institutional accounts. BofAML's institutional salespeople have relationships with most of the 300 major funds, trust departments, property and casualty insurers, and corporate investors that are active buyers of municipal bonds. The BofAML institutional sales force has long-standing relationships with some of the top institutional holders of municipal nationally, including Vanguard, Franklin Templeton and Nuveen and it is these relationships that can be leveraged to broaden the distribution of the City's bonds. With our considerable sales network and large capital position, BofAML's marketing power is unmatched in the industry. In fact, our sales and trading team was awarded the 2015 Greenwich Quality Leader in Overall U.S. Fixed -Income Sales and Overall U.S. Fixed -Income Trading. Measuring Success While there are no unequivocal measures of marketing success, there are a number of factors that can be indicative of a successful marketing campaign. Below we have provided a summary of a number of marketing strategies and successes from recent Florida transactions that BofAML senior managed. Page 23 Bank of America'4:0' Merrill Lynch SELECTED BofAML MARKETING STRATEGIES AND SUCCESSES FOR FLORIDA TRANSACTIONS ISOM CITY OF MIAMI BEACH, FL era $194.9MM Resort Tax Revenue Bonds, Series 2015 HILLSBOROUGH COUNTY AVIATION AUTHORITY, FL ^ama Airport $321.7MM Tampa International Airport Revenue Bonds, Series 2015A & Sub 2015A&B SARASOTA COUNTY, FL Sal ota County $37.4MM Infrastructure Sales Surtax Revenue Refunding Bonds, Series 2014 LEE COUNTY, FL $41.5MM Tourist Development Tax Revenue Bonds, Series 2013 Marketing Strategies Detailed marketing plan based on market conditions to establish an aggressive initial scale. Used coupon diversification to appeal to a wide range of investors. Structured bonds without a DSRF, which had no rating or interest rate penalty. Extensive marketing effort including physical roadshow, In -person investor meetings and pre- recorded internet roadshow. One-on-one calls with institutional investors. Ratings upgrades from Moody's (Aa3/A1) and S&P (AA -/A+), improved outlook from Fitch (A+/A) and new Kroll rating (AA -/A+). BofAML tailored a detailed marketing plan based on market conditions to establish an aggressive initial scale. Sales memo distributed to ML brokers in conjunction with posting the POS. Internal sales calls for both retail and institutional sales force. Released the POS two weeks before pricing. Internal sales point memo distributed to salesforce & posted on local Intranet. Coupon diversification to appeal to a wide range of investors. One-on-one conversations with numerous potential investors. Success Factors $765MM of total orders, resulting in an oversubscription of 4x on an aggregate basis. $44MM of retail orders (over $42MM placed by BofAML). BofAML was able to reduce yields by 1-6 basis points in select maturities throughout the maturity structure. All -in TIC of 3.98 % for this 30-year financing. Internet roadshow viewed by 33 institutions, investor lunch in Boston (attended by 7 accounts), and one-on-one meetings with 4 different institutional investors in Philly and NY. $1 billion in orders from 32 different institutional accounts; in aggregate, the transaction was 2.5x subscribed. BofAML was able to tighten spreads by 2-6 bps across the curve. $186.8MM of total orders, resulting in an oversubscription of 5x on an aggregate basis. $89.1MM of retail orders (all placed by BofAML) nearly 2.4x greater than the total par offered. BofAML was able to reduce yields by 2 to 5 basis points throughout the maturity structure. Discount structure used to appeal to retail investors, up to 21 bps benefit on YTM basis. $65MM of orders (71% by BofAML). $6.3MM of retail orders (100% by BofAML). Underwrote $10.5MM unsold balances to maintain the integrity of the scale across the curve. All -in TIC of 4.08 % for this 30-year financing. Individual Primarily Responsible for Underwriting Brendan Troy will act as the lead underwriter for the City's fixed rate bond issuances. Mr. Troy has 16 years of experience in the underwriting of both fixed rate and variable rate securities, and he is currently one of BofAML's lead fixed rate underwriters. His underwriting experience includes financings for numerous municipal issuers throughout the county, including serving as lead underwriter for a variety of large Florida issuers such as Miami -Dade County, the School Board of Miami -Dade County, the City of Miami Beach, the City of Orlando, the City of Tallahassee, the City of Tampa, Citizens Property Insurance, and the State of Florida, among many others. Please refer to our response to Question 6 (a) herein for Mr. Troy's resume. Page 24 BankofAmerica 'or Merrill Lynch 7. Understanding of City a) Describe the Proposer's understanding of the City's financial situation, including ideas on how the City should approach its current financing issues, such as bond structures, credit rating strategies and investor marketing strategies (limit to two pages); and The City's financial condition has improved markedly over the last four years. The City's general fund reserve marked its fourth year of positive growth in FY2014, with an increase of $37.0 million in its general fund balance following a $17.9 million and $37.9 million increase in the City's reserves in FY2013 and FY2012, respectively. Since FY2011, the City's general fund balance has increased 472%. The surpluses enjoyed by the City over the past four years helped the City achieve meets it requirement for an unassigned reserve as required by the City's financial integrity ordinance. The ordinance calls for a contingency reserve of $5 million, an unassigned balance equal to 10% of the prior 3-years' average general fund revenue to fund unexpected revenue shortfalls, and an additional 10% assigned reserve to fund long-term liabilities. In FY2014, of the City's $112.4 million ending fund balance, the unassigned balance totaled $57.6 million, $3.0 million was non -spendable and $51.8 million was assigned which put the City in compliance with the related Financial Integrity Ordinance requirements, a significant accomplishment for the City and in line with the commitment laid out in the FY2013 CAFR where the City states that the reserves described above would be restored over a two to three year period beginning in FY2014. Importantly, the City's FY2014 and FY2015 budgets were balanced without relying on existing fund balances or one-time revenue measures. The City's management has been extremely instrumental in the City's turnaround. In fact, because of the City's strong management, increased budgetary flexibility and strong liquidity, in February 2015 S&P increased the rating on the City's general obligation credit four notches from "BBB" to "A+" and increased the rating on the City's limited tax bonds four notches from "BBB-" to "A". Of note, S&P upgraded the City's management score from "weak" to "adequate" and its Financial Management Assessment score from "standard" to "good". Despite the positive trends in the City's general fund revenues, expected and unexpected spending, largely from contingent liabilities, could significantly affect the City's ability to close future budget gaps. Increases in pension payments going forward, labor negotiations, and possible increased spending from the outcomes of legal appeals are all factors that may impact the City's ability to balance its budget going forward. That being said, the City has pursued several changes to its pension and OPEB plans and its officials believe the growth in pension costs will moderate over time. With an increasing focus on pension funding by the rating agencies, the City should continually be proactive with the ratings agencies to explain the confirmed changes to the City's pension and OPEB plans, the expected outcomes of the changes, and if those changes are yielding the expected results. CITY OF MIAMI CREDIT RATINGS Pitch A+ (Stable) A- (Stable) A+ (Stable) A (Stable) A (Stable) A (Stable) credit General Obligation Limited Ad Valorem Spec Obligation (Streets) Spec Obligation (Non -Ad Valorem) Spec Obligation (Port of Miami) Spec Obligation Parking (Marlins Stadium) Source: Rating Agency websites and EMMA; as of 12/8/15. While it is our understanding that the City does not have any major debt financing needs in the near term, the City's capital plan does anticipate bond funding for a portion of its projects and the City may want the flexibility to access the capital markets to refinance its outstanding bonds for savings. As explained in greater detail in our response to Question 6(b), the City's credit ratings strategy should focus on the increasingly positive trends in the City's finances and economy, especially its growing general fund revenues, growing housing sector, and large drop in unemployment over the last two years. Equally as important is the City's full disclosure regarding its legal cases and investigations and, if necessary, any expected outcomes of those cases and investigations. Until the legal challenges are resolved, the City should aim to "hold the line" to preserving its current credit ratings, but argue for a ratings upgrade and outlook changes based on the trajectory of the City's finances. That strategy has yielded positive results thus far for the City's ratings. The City could also provide a stronger additional bonds test pledge, increasing it from its current 1.35x (based on the street and sidewalk bonds) that Fitch describes as "fairly lenient" to a higher level (1.75x) to fund any necessary additional capital projects, if needed, or to achieve an increase in ratings for any anticipated refinancing (especially since the City does not anticipate additional major bond issuances). The City's five-year capital plan is limited and is expected to be largely funded from current revenues, grants and prior debt proceeds. In the most recent plan, $139.3 million is expected to be derived from bond funds, some of which have already been issued. As such, depending on the capital needs of the City, it may not need immediate access the capital markets for new money projects. From a marketing perspective, the City's buyer base will largely depend on the credit being issued, and should focus on both institutional buyers as well as traditional retail participation. The marketing plan discussed in our response to Question 5(a) lays out a generalized approach, regardless of the credit. We would likely refine the specific marketing strategy used depending on the credit and market dynamics at the time of the sale — with our ultimate marketing recommendations will be based on the specific credit, structure and security of the new bond issues. Mdodv's Al (Stable) A2 (Stable) A2 (Negative) A2 (Stable) A2 (Stable) A2 (Stable) Page 25 S&P A+ (Stable) A (Stable) A- (Stable) A (Stable) A (Stable) A (Stable) Bank ofAmerica `® Merrill Lynch Overall, the City has taken strong steps to increase transparency like its financial transparency website. We believe changes like these will yield benefits in the long run with the City's constituents and investors. The financial transparency website visually demonstrates an example of changes the City has made that differentiates the current management team from past administrations. Finally, a number of factors not in the City's control will affect whether the City is able to gain reasonable access to capital funding. Municipalities like the Commonwealth of Puerto Rico continue to dominate the headlines and those types of headlines may generate a generally adverse view of municipalities, harming access to capital, although we think the particular nature of Puerto Rico's situation is markedly different from the City. While all issuers may be affected when negative press or adverse legal rulings affect high profile issuers in the municipal bond market, it is usually the issuers who are at the margins (i.e. lower than average credit ratings, legal troubles) that are most affected. The City has taken major steps with its public relations by highlighting the positive changes and increasing transparency thus helping to shield it from the adverse effects of "headline" risks. The City should continue to highlight its successes to help buttress itself from negative headlines by emphasizing the positive trends in Miami not reflected in the major headlines. Page 26 Bank ofAmerica '�I Merrill Lynch b) Describe the Proposer's understanding of the City's local political, economic, legal and other issues that may affect the proposed financing (limit to 2 pages). The City's diverse economic base continues to rebound from the effects of the Great Recession and has outpaced the positive growth in the United States economy. The City's economy relies largely on tourism but has recently become more balanced and diversified with healthcare, higher education, motion picture production, manufacturing, finance, international trade and professional services. From 2013-2014, construction has rebounded strongly with an increase of 8.9%, professional and business services have increased by 5.0% and finance has increased by 4.0%. Miami remains a highly sought after international tourist destination and as consumer spending continues to improve, the City continues to benefit from increased tourism -related industries revenues - whose clientele has become increasingly international. In fact, the City's position as an international destination has strengthened its real estate market as foreign buyers have increasingly diversified their asset holdings away from unstable foreign markets towards urban areas across the United States. The City also benefits from the healthcare and higher education industry that are expected to be high -growth industries in the immediate future. Further, the City remains a strategic location near the Caribbean and Latin America for international commerce and trade and a number of major companies have regional headquarters located in the City. These factors, combined with a low tax, skilled labor, attractive climate and culturally rich environment make Miami an attractive city to work and live and has a strong foundation for continued growth. Traditionally, Miami's real estate sector has been viewed as an important measure of the Miami -Dade County area's economic. health. During the recession, the City's real estate industry was one the hardest hit, but recently it has been one of the strongest real estate markets in the nation, rebounding strongly with home values increasing robustly within the last year. In fact, the growth in the City's construction industry has been fueled by high rise residential developments and the demand coming from foreign and high end purchasers (as discussed above). This should help increase property tax collections going forward and has been reflected in current property tax collection trends. In fact the tax base increased to $35.3 billion in FY2014; however, it is still lower than its high in FY2008 of $37.8 billion. The median sales price of an existing single family home in FY2014 increased by 5.2% to $270,000, while condominiums median sales prices increased by 20.0% to $210,000. Additionally, foreclosures in Miami have fallen 16% from 2013 levels. Unemployment continues to be a bright spot for the City and continues to be a source of strength for the overall Florida economy. The unemployment rate fell from 8.2% in January 2013 to 5.9% in October 2015 in the Miami -Dade County area, a drop of 2.3% (Source: Bureau of Labor Statistics). In fact, Governor Scott explicitly mentioned the improvement in Miami -Dade County employment numbers as one of the major reason why the State's unemployment rate improved from 2013 to 2014. While the economic picture has been positive for the City on many fronts, the City still has a number of challenges arising out of the recession and its general population profile. While the City's poverty rate is trending downward, falling from 32.4% to 29.9% from FY 2012 to FY2014, the overall rate continues to be higher than the rest of the State (16.3% poverty rate) and the City's median income of $30,375 is lower than the State median income of $46,956. Taken together, the economic picture for the City of Miami and Miami -Dade County is positive and should continue to have a favorable effect on the City's credit ratings and/or outlook. The City has confronted a number of political and legal issues in recent years that would need to be addressed and disclosed by the City to investors in connection with any proposed financing. The most prominent of these issues is a complaint and lawsuit by the Securities and Exchange Commission ("SEC") alleging the City made misleading statements and material omissions in connection with three public bond offerings in 2009. Further, the SEC alleges the City violated a 2003 cease and desist order over similar charges. The potential range of outcomes that could arise out of the case may affect the credit ratings of the City and therefore any potential offering, especially if that outcome involves significant fines and penalties. In December 2013, the United States District Court in Miami denied the City's motion to dismiss the case by SEC, allowing it to move forward. Further, while no allegations have been made against the City, the City has received a request from the SEC for records in connection with the bonds that financed the Marlins ballpark and an investigation of the financing is still ongoing. The City should be prepared to address the allegations, the status of the cases and investigations, and be prepared to provide extensive disclosures in its offering documents. The City has politically addressed the SEC lawsuit and potential resolution publicly and hopefully it should help drive a settlement. As stated earlier, a number of personnel and operational changes have been made since the time of the alleged violations including the hiring of a new budget director, a new finance team, and a revamp of the organizational structure of the City's finance department. The rating agencies have already awarded these changes with ratings upgrades and investors will need to now be acquainted with those changes - since the City has not been in the market in a significant way in a number of years. The City should also emphasize the changes in its auditing operations. Highlighting these recent changes will show that the City continues to proactively address any and all potential issues, has a strong management structure in place, and the new policies and procedures are yielding positive results for the City. It also, and most importantly, distances the current administration from the pattern of behavior by past administrations since the City has faced similar charges in the past. The City has also publicly expressed a willingness to settle while attempting to limit its exposure to penalties. This helps reduce uncertainty and possibly limits any future financial ramifications that may arise out of the SEC case. A settlement that limits the City exposure would be a credit positive and erase a major source of uncertainty for investors going forward. Finally, the City unilaterally imposed $76.9 million in general fund contract reductions for fiscal year 2011 by invoking Florida's financial urgency laws. The police and fire unions, in Headley v City of Miami and IAF, Local 587 v City of Miami sued to reverse the modifications Bank ofAmerica '�I Merrill Lynch Page 27 made through the financial urgency laws arguing that the City could not unilaterally decide when a financial urgency situation existed and needed input from a third -party. To date, the City has prevailed before the Public Employees Relations Commission ("PERC") and the First District Court of Appeals of Florida. Recently, the City of Hollywood's fire union filed a case claiming unfair labor practices due to the use of contract modifications using the financial urgency laws. The City of Hollywood prevailed in its case before PERC but the Fourth District Court of Appeals reversed the determination found by the First District Court in Headley v. City of Miami, creating a conflict on the use of the State's financial urgency laws. The Headley case is now being heard in State Supreme Court which will ultimately resolve both the Headley and IAF, Local 587 claims. The City may wish to examine the possible effects of an adverse decision and prepare to disclose those outcomes to potential investors in any disclosure documents, pending the outcome of the case. The City's position has so far been affirmed during the appeals process and has, at each juncture, decreased the risk of the City's exposure. Familiarity with the City's management and finance staff will also be a source of concern for the investing community. While the changes in the City's management structure help address the risk of future legal challenges and the resolution of ongoing legal challenges, the City needs to continue to stress and demonstrate that its current management is capable of managing the City's ongoing financial issues. The City has ample evidence through its rating upgrades and financial results to easily show its successes. Addressing any questions of turnover in the City's management team will need to focus on biographies and capabilities of high ranking members in Miami's government. One-on-one calls with investors will be extremely important in this regard. It will show that management has a deep understanding of the ongoing challenges the City faces, has a Tong -term plan in place to address those issues, and is well qualified and positioned to address those challenges. Direct conversations with the City's leaders will go a long way in providing comfort to investors that current management is strong, stable, and is working to put the City's issues behind it. Finally, the City, as every other municipality, is subject to headline risks but the City is especially sensitive given its ongoing legal challenges. While news stories and headlines are somewhat beyond the City's control, proactively responding to and explaining any headline issues will be important for the City. A strong and active media relations operation and the City's own investor relations page should be quick, but careful, to react and respond to adverse headlines. Doing so will show that the City is deeply involved and responsive to ongoing issues and cares about the perception of the City to the general and investing public. Despite the challenges that the City faces on the political and legal fronts, it is important that the City has a team in place experienced and comfortable with dealing with these challenges. BofAML has experienced banking, credit and underwriting specialists well -versed in crafting the narratives on potentially challenged credits. Our firm has deep connections with the investing community and can create opportunities and spaces where the City can tell its narrative to investors to dispel perceptions of mismanagement and lay out a plan going forward. Our firm will also work with the City in telling its story to the credit rating agencies to highlight and emphasizes the positive aspects in its management, its strategy for dealing with its legal challenges, its strong economic growth, and recent and strong job growth. Page 28 BankofAmerica') • Merrill Lynch 8. Description of the approach to providing services requested in the solicitation Provide a synopsis the Proposer's process and procedures, the standards it adheres to, and its general philosophy to the underwriting process. Describe how the Proposer views the roles of the other parties, such as the client, in the process. BofAML's standards are guided by our values that define who we are as a company. Our values are to: • Deliver together We believe in the importance of treating each customer, client and teammate as an individual and treating every moment as one that matters. We strive to go the distance to deliver, with discipline and passion. We believe in connecting with people person -to -person, with empathy and understanding. We believe everything we do for customers, clients, teammates and the communities we serve is built on a solid business foundation that delivers for shareholders. • Act responsibly We believe that integrity and the disciplined management of risk form the foundation of our business. We are aware that our decisions and actions affect people's lives every day. We believe in making decisions that are clear, fair, and grounded in the principles of shared success, responsible citizenship and community building. • Realize the power of our people We strive to help all employees reach their full potential. We believe that diverse backgrounds and experiences make us stronger. We respect every individual and value our differences - in thought, style, cultures, ethnicity and experience. • Trust the team We believe that the best outcomes are achieved when people work together across the entire company. We believe great teams are built on mutual trust, shared ownership and accountability. We act as one company and believe when we work together, we best meet the full needs of our customers and clients. Our values translate into the approach and philosophy with which BofAML serves its issuer clients. BofAML is committed to a team -oriented approach to investment banking. As we described in depth in our response to Question 6(a) above, we surround each client with a core team of professionals who possess the requisite product, capital structure and strategic skills and experience necessary to provide advice commensurate to that clients' needs and objectives. As client needs expand beyond the core team capabilities, we supplement the team with resources from the full breadth and depth of BofAML. Teamwork is not just a philosophy; it is a BofAML operating principle which demands that we continuously provide our clients with the best and most current thoughts, ideas, tailored products, innovative solutions, and seamless execution. We believe the success of BofAML's Municipal Banking and Markets Group is the direct result of our long-term philosophy and team approach. Role of Parties to Financings Our team philosophy extends to the City's financing team as well., BofAML views the role of each party of the City's financing team as integral to a successful sale. BofAML believes the goal of every participant in the financing is the actively engage and educate the client, to the extent necessary, in every step of the financing process to understand all alternatives and options. The role of every financing team member from the investment banking team to the financial advisor is to arm the client with the necessary information to reach the decision that best suits the client's needs. As the City's senior manager, BofAML would provide support for all aspects of the financing development and execution process. Our support would include: a) quantitative analysis, including refinement of new money structures or refunding parameters, analysis of potential savings structures and ongoing monitoring of refunding savings, b) review of and input on deal documentation, c) assistance with rating agency strategy and negotiations, d) development of a tailored marketing plan and targeted investor outreach strategies, e) optimal structuring of bonds (coupon diversification and call option flexibility), aggressive pricing execution, including capital commitment to support aggressive pricing levels, and f) post -transaction support, such as maintenance of an active secondary market. Specifically for refunding transactions, we would work with the City to identify additional objectives such as: a) net present value ("NPV") savings thresholds, b) any annual savings targets, and c) potential constraints and/or thresholds for negative arbitrage. BofAML believes is important for the City, its financial advisor and its senior manager to jointly work together to identify the specific financing objectives and to actively monitor the market to position the City to achieve the most optimal financing results. Pricing and Underwriting. When providing clients with indicative pricing, our philosophy is to present levels that we stand behind with a firm underwriting commitment. Our coupon strategy on the day of pricing will represent a diverse mix that is designed to minimize the City's borrowing rate by targeting multiple investor segments and basing our structure upon then - current feedback from targeted investors, as well as input from the co -manager firms participating in the underwriting syndicate. Our pricing will be backed by a commitment of capital, an often ignored part of the municipal business. BofAML believes capital commitment is one of the most important factors in a successful sale. As stated earlier, BofAML currently maintains one of the Page 29 BankofAmerica-4'F'. Merrill Lynch industry's largest positions. We consistently use more of our capital to support our issuer clients than any of our competitors. Our underwriting philosophy has been clearly on display in each of the last 23 years, where BofAML has been the #1 ranked national competitive underwriter through aggressively bidding for competitive assignments, underwriting the entire issue, and taking the market risk of reoffering it to the public market. Structure and Composition of Syndicate. BofAML believes the structure and composition of the underwriting team for any proposed issuance should reflect the goals of: • Ensuring distribution of bonds to the widest array of investors, promoting competition for bonds among investor segments, preventing after market volatility, contributing to secondary market liquidity and encouraging widespread interest in future the City issues; • Complementing and augmenting the sales and distribution strengths of the senior manager; and • An underwriting team consisting of national, local, WMBE;s and firms owned by military veterans, with clear goals of participation. Since co -managers will be expected to support the City's bond issues at all points along the yield curve, it is imperative that they are capable of making positive contributions to the group, particularly at the time of pricing. A supportive co -manager will make an effort to solicit orders for all portions of the financing including those maturities, which may be in relatively low demand. Strong support from the members of the underwriting team will be of considerable importance in the attainment of the most aggressive pricing levels for any proposed bonds. As senior manager, BofAML's primary goal would be to meet the City's objectives and ensure fair treatment of all firms in the underwriting team. Prior to going into the market, we would discuss a proposed allotment policy with the City and its financial advisor to ensure that the City's objectives are met. Also, we would aim to diversify the City's buyer base by ensuring an appropriate degree of distribution among firms and among different types of ultimate purchasers, so that no group of investors can control the pricing process. BofAML invites the City and its representatives to sit with our underwriting team in New York on the day of pricing to monitor orders and the allotment process. We are committed to working with the City and its financial advisor to ensure the best sale and help arrive at lowest possible cost of financing. Page 30 Bank of America's Merrill Lynch 9. Trade Secrets Execution to Public Records Disclosure All Proposals submitted to the City are subject to public disclosure pursuant to Chapter 119, Florida Statutes. An exception may be made for "trade secrets." If the Proposal contains information that constitutes a "trade secret", all material that qualifies for exemption from Chapter 119 must be submitted in a separate envelope, clearly identified as "TRADE SECRETS EXCEPTION," with the Proposer's name and the RFQ number marked on the outside. Please be aware that the designation of an item as a trade secret by you may be challenged in court by any person. By your designation of material in your Proposal as a "trade secret" you agree to indemnify and hold harmless the City for any award to a plaintiff for damages, costs or attorney's fees and for costs and attorney's fees incurred by the City by reason of any legal action challenging your claim. BofAML has not included any "trade secrets" in our response to RFQ No. 521381,1. Page 31 BankofAmerica '�I Merrill Lynch Appendix A Exceptions to RFP Certification Statement & Additional Clarifications Bankof America'�I Merrill Lynch Exceptions and Clarifications Indemnification Exceptions - Section 1.42 and Section 2.10 The indemnification provisions in Sections 1.42 and 2.10 are not typical for transactions of this type in the securities industry. Merrill Lynch, Pierce, Fenner and Smith Incorporated is prepared to indemnify the City to the extent customarily provided in a standard Bond Purchase Agreement and may also reserve the right to self -insure. It is expected that the Professional Services Agreement will reflect such changes as necessary. 7. Audit and Inspection Rights Bank of America, in accordance with applicable regulations, complies with regulatory agencies in response to and cooperation with reviews and investigations. We confine access to our facilities and records by regulatory agencies in order to ensure privacy and work to answer any questions they may have. All requests for inspection will be handled on a case by case basis and should be addressed to the lead banker, Jose Pagan. 16. Nondiscrimination Attached is a copy of Bank of America's Equal Employment Opportunity/Affirmative Action Policy. Bank of America takes its obligations under Federal and State laws seriously and complies with applicable federal and state regulations concerning fair employment practices and working conditions, including the Executive Order 11246, Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act, etc. Our policies are written for all of our associates located throughout the U.S. and based on the federal regulations. Bank of America is committed to maintaining a workplace free of unlawful harassment and discrimination based on race, color, religion, sex (including pregnancy), sexual orientation, national origin, ancestry, age, gender identity, disability, veteran status or any other factors prohibited by law. Bank of America considers such behavior unacceptable and contrary to our core values in that it undermines our goal of providing an inclusive environment. Bank of America does not tolerate any violation of our policy. 26. No Conflict of Interest Bank of America (the "Bank") is committed to the highest standards of ethical and professional conduct. The Bank's Code of Conduct provides guidelines of business practice, and professional and personal conduct that all associates must adopt and uphold. In part, the Code of Conduct requires Bank associates to avoid conflicts or the appearance of conflicts, between personal interests and the interests of the Bank, its shareholders, and our customers, to avoid misuse of material, nonpublic information relating to securities or other financial instruments, and to promptly report any knowledge or information about Bank of America associates or agents they suspect of committing crimes. In accordance with the Bank's Code of Ethics, associates should not give or receive gifts of money to or from current or prospective customers or suppliers. In addition, any contracts or commitments must be based on objective business standards to avoid any real or perceived favoritism. Due to Bank's size and its geographic scope, it may be difficult to confirm in all circumstances whether an employee previously worked for the city. However, the Bank will not knowingly recruit or hire any current or former city officer or employee who has worked on the Contract on behalf of the city or had any influence on the decisions affecting the Contract. In addition, the Bank has confirmed that no member of the client team servicing this contract was city employee. If there are concerns about an individual's eligibility to perform work in connection with the contract, please contact the lead banker, Jose Pagan, who will investigate and respond to your concerns. Bank of America's Code of Conduct can be found at: http://phx.corporate-ir.net/phoenix.zhtml?c=71595&p=irol-govconducti fbid=cAVIEOHih4u 15. Insurance Bank of America reserves the right to obtain all insurance required under this contract through a program of self-insurance. A. Bank of America cannot guarantee the requested insurance is maintained throughout the term of the agreement, but intends to continue to purchase as long as it is commercially available and economically attractive. Although it is Bank of America's intent to renew all coverages as required in this contract, the Bank reserves the right to self insure any lines of coverage. Bank ofAmerica '� ' Merrill Lynch Bank of America's General Liability and Auto Liability include a blanket additional insured provision for any entity required by contract or agreement to be an additional insured. Due to the size of Bank of America, we cannot provide individual additional insured endorsements or riders. The Certificate of Insurance will evidence the City of Miami as additional insured as required by written contract. Bank of America will furnish Certificate of Insurance prior to contract and annually at renewal. Due to the volume of Bank of America's business and the structure of its corporate policies, Bank of America will endeavor to provide thirty (30) days written notice upon termination or modification of coverage. Failure to provide notice of cancellation of coverage shall impose no obligation or liability of any kind upon Bank of America, its agents or representatives. All of Bank of America's insurers have an A.M. Best rating of A- Class VII or better. B. Bank of America maintains Professional Liability (Errors & Omissions) insurance on a claims -made basis providing coverage for loss or damage due to an act, error, omission, or negligence of Bank of America employees. Bank of America can comply with the limits request for Professional Liability. Any insurance required of Bank of America should be determined at contract execution. C. Any Bank of America line of business requiring subcontractors is responsible for ensuring all subcontractors carry coverage which is compliant with the requirements of this contract. D. Refer to A for response. E. Bank of America acknowledges this statement. Bank of America Merrill Lynch Bank ofAmerica '' Equal Employment Opportunity and Affirmative Action Policy Statement To my teammates: At Bank of America, our commitment to diversity is a commitment to creating an environment in which all associates can fulfill their potential, and in which the team is made stronger by the diverse backgrounds, experiences and perspectives of individuals. It's about giving all of us — individually and together — the best possible chance to succeed. We work to build a culture that is diverse, inclusive and free of discrimination or harassment. Specifically, we do not tolerate discrimination or harassment on the basis of race, gender, gender identity, color, religion, sex, sexual orientation, national origin, citizenship status, age, disability status, veteran status or any other factor that is irrelevant to the performance of our teammates. We also prohibit discrimination on other bases such as ancestry, medical condition, or marital status. As we work together to create the best place to work, it is critical that all employees embrace the spirit of this policy in business decisions and behaviors, and demonstrate a personal commitment to promoting diversity and inclusion in our company. As we do, I look forward to all we will achieve together. Brian T. Moynihan Chairman and Chief Executive Officer 01-2015 Appendix B Red Book Directory Bank of America Merrill Lynch DEALERS & UNDERWRITERS NEW YORK Now York BANK OF AMERiCA MERRILL LYNCH Morrill Lynch, Pierce, Fenner & Smith Inc. Derivative Servicest Dealer/Trading, Public Finance, Capital Markets Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Day, Public Facilities, Transportation, Utilities One Bryant Park 12th PI. New York, NY 10036 www,ml.com Experience: Underwriter MUNICIPAL MARKETS MUNICIPAL MARKETS MANAGEMENT John Lawlor, Mng Dir, 2'12.449.2189 Rosalia Bellia, Dlr, COO, 646-855.3154 MUNICIPAL MARKETS TRADING & UNDERWRITING David F. Andersen, Mgr, Mng Dir, 212.449.5081 UNDERWRITING David F. Andersen, Mng Dir, 212-449-5081 Robort C. Barbor, Mng Dlr, 212-449-5081 Brendan Troy, Mng Dir, 212.449.5081 Cathorine Crows, Dir, 212-449-5081 UNDERWRITING OPERATIONS Tel: 212-449-5081 Heather Kelly, VP Sylvia Pikramonos, Oil MUNICIPAL TRADING Thomas Noose, Mng Ph, 212-449.7360 David Chang, Dir, 212-449-5026 Craig L. Gallimore, Dir, 212.449-5056 Jamie Doflermyre, Dir, 212-449-6032 Melissa Plunkett, Dir, 212-449-5032 Kurt Beak, VP, 212.449.5038 Rich Clark, VP, 212.449-4881 Michael Devine, VP, 212-449-7360 Alan Intel, VP, 212.449-4881 Chris Johnson, VP, 212.449-7360 Shawn Manberg, VP, 212-449.7360 Robert Massarl, VP, 212.449.6038 Kevin Swords, VP, 212-440.5026 Matthew Rage, Assoc, 212-449-4881 Graig Mahler, Assoc, 212-449-4881 Pallav Shah, Assoc, 212.449-5027 MUNICIPAL MONEY MARKETS Mona Payton, Mgr, Mng Dir, 212.449-5544 James Brewer, Dir Robert Holmes, Dir Robort Tomeny, Dir Coleman Lyons, Assoc Jim Mineo, VP, Trade Support, 212-449-5011 Cheryl Anthony, AVP, Trade Support Steve Ashdown, AVP Steve Glanville, AVP MUNICIPAL CAPITAL MARKETS GROUP Edward H. Outland, Mgr, Mng Dir, 212.449-7358 Ben Giardina, Mng Bit, 212-449-9972 James Nacos, Mng Bit, 212.449.7358 Dan Nussbaum, Mng Dlr, 646-743-1377 Thomas Visone, Mng Dir, 646-743-140B Philip A. Dobitsch, Dlr, 212-449.9972 Todd Biaslak, VP, 646-743-1307 Katie Carl, VP, 646-743-1316 Jill Hennessy, VP, 212.449.7358 Yo Han Hwang, VP, 212-449-3198 darret-Roth, VP, 212-449-9972 Brian Sullivan, VP, 212-449.0649 Cyril Swatko, VP, 212-449-7358 Jaclyn Vllaca, VP, 212-440.3853 Catherine Zhang, Assoc, 212-449-7358 MUNICIPAL MARKETING Michael Sullivan, Dir, 212.449-7444 NEW YORK REGION MARKETING Tel: 212-449.7444 Suellen Hartigan, VP Richard Fusco, VP Kristin Blair Hodges, VP Robert Wood, VP Thomas Murray, Assoc Jordan Cuibroath, Analyst Katherine Gandy, Analyst Jillana Thomas, Analyst Elizabeth Stewart, VP, Boston; 617-946.4188 REGIONAL TRADING AND MARKETING OFFICES: WESTERN REGION 333 S, Hopo St, Ste. 2310 Los Angeles, CA 90071-2821 Tel: 213-346-9575 Fax; 213-785-6525 www,ml,com TRADING Tel: 213-345-4344 Brandi Jackson, VP MARKETING Tel: 213-345-4345 James Duokman, VP Bruce Huang, VP Rose Wang, VP SAN FRANCISCO REGION 101 California St. San Francisco, CA 94111 Tel: 415-913-6516 Fax; 415-953-6533 TRADING Chris Carpou, Mng Dir, 415.913-6516 Sam Doran, VP, 415-627-21 Grace Gaoaen, VP, 415.627 SOUTHEAST REGION 101 E, Kennedy Blvd. Tampa, FL 33602.5179 Tel: 813-225-8180 Fax:813-288.4235 www.ml.eom MARKETING Leo Rudolph, VP, 813-2254) MIDWEST REGION 540 W. Madison St. Chicago, IL 60661 Tel; 312-869-6646 Fax: 312.701-1360 www.ml.com TRADING Tel:312.869.6646 Dart Blankenship, VP Jim Goltl, VP MARKETING TeL:312-869.6666 Robert Barabas, VP Ken Gillespie, VP INSTITUTIONAL CLIENT SERVICES Michael Jentls, Mng Dir, Salt Mgr, 212-449.5500 212-449-8300 George Lawrence, Mng Dir Thomas M. Byrnes, Dir Lynne A. Cavanaugh, Dir Carl Daniels, Dir Carey Egan, Dir Littlind Pairing strength and peels!. to power you forward. flttilk of Afl orlca Merrill Lynch has emerged as a bull offer companies and institutional Investors worldwide 6 txport's°to moot their most complex challenges. W. and emoting our clients' transactions with deeper in gad Bynohronlzod I11oVOS, we call help you realize the America Merrill Lynch" is the marketing narne for tho global banking and do es, and other commercial banking activities are performed gobelly by banking ao .r her FDIC. Socudres, strategic advisory, and other Investment banking acUviuos Corpomron (Investment Banking Affiliates"), including, In the United States, Banc 'eel, which are both registered broker -dealers and members of tlNBA and SIPC, end ry Investment Banking Affiliates. Aro Not FDIC Insured • May Lose Value • Are Not 1.3S The Bond Buyer's Municipal Marketplace® Fall 2012 www.munimarketplace.com Cho Bond Buyer's Municipal Marketplace F, DEALERS & UNDERWRITERS NEW YORK New York RANK OF AMERICA MERRILL LYNCH corm Sherrie L. Feder, Dir David M, Lobosco, Dir Peter C. Milano, Dir Peter C. Renchard, Dir Kristin Starace, Dir Kevin Wenk, Dir Ken Nolan, VP Kristine Nukk, VP Andrew Ross, VP Craig Taylor, VP DEALER SALES Tel: 212-449-4322 Kristine Nukk, VP SALES ASSISTANTS Tel: 212-449-5500 Frank Mayo, VP Colleen Poole, VP Chris Natale, VP Paul Bode, Assoc REGIONAL SALES OFFICES: BOSTON, MA Tel: 617-350.5802 D. Scott Beebe, Jr„ Dir Justin Griffiths, Dir Joo Connelly, VP PUBLIC FINANCE GROUP MANAGEMENT John Lawlor, Mng Dir, 212-449-2189 Edward C, Malmstrom, Mng Dir, 646-743-1366 Edward Sisk, Mng Dir, 646-743-1397 Rosalia DeIlia, Dir, COO, 646.055.3164 PUBLIC FINANCE GROUP H. Jay Bellwoar, Mng Dir, 215-446-7042 Jeffrey Bower, Mng Dir, 213.345.9580 Joseph A. Branca, Mng Dir, 046.743-1310 Edward Burdett, Mng Dir, 415-913-2324 Jim Calpin, Mng Dir, 646-743-1314 Jeffrey Carey, Mng Dir, 646.743-1315 Stephen Claiborn, Mng Dir, 713-658-1252 Nanny Clawson, Mng Dir, 312-537-6362 Coleman Cordell, Mng Pk, 321-527-7816 Chris Cronk, Mng Dir, 900.386-4520 Phillip J. DelVecchio, Mng Dir, 646.743.1328 Barbara K. Feldman, Mng Dir, 646-743-1329 Christopher Fink, Mng Dir, 646.743.1330 Darrel Flanel, Mng Dir, 646-743-1333 Mitch Gold, Mng Dir, 646.743.1338 Tony Griffith, Mng Dtr, 215-446-7015 Margaret Guarino, Mng Dir, 648-743-1341 Steve Hanan, Mng Dir, 713-658-1281 Joseph Hegner, Mng Dr, 312-537-6373 Gerald D. Knorr, Mng Dir, 646-743-1354 Phil Korot, Mng Dir, 646-743-1355 Paul Ladd, Mng Dlr, 617-350-5826 Frank Lauterbur, Mng Dir, 213.345.9575 Thomas Llu, Mng Dir, 646.743.1361 Richard Meister, Mng Dir, 646-743-1372 Jeffrey D. Newhams, Mng Dir, 646-743-1375 David S. Notkln, Mng Dir, 646-743-1376 James Olsen, Mng Dir, 646-743-1378 Basitto Panequo, Mng Dir, 305-442.6276 Carol Rein, Mng Dir, 646.743.1386 Bryon Rockwell, Mng Dir, 213.345.9585 Daniel P. Rosen, Mng Dir, 646-743-1387 Jason Russo, Mng Dir, 202-442-3982 Ralph A. Saggiomo, Mng Dir, 215-446-7075 Steve Schemmel, Mng Dir, 980.387.0105 Garth Schulz, Mng Dir, 212.449-7648 Eugene P. Spinelli, Mng Dir, 215.446.7018 David Spirakis, Mng Dir, 646-743-1402 David A. Stephens, Mng Dir, 646-743-1403 Greg Sundberg, Mng Dir, 206.358-2748 Lawrence Tonomura, Mng Dir, 415-627-3086 Kenneth Valirugo, Mng Dir, 312-537-6371 Grace Barvin, Dir, 416-913-2325 Sandra Brinkert, Dir, 646-743-1312 Spencer Coker, Dir, 646-743-1319 Eric Cowan, Dir, 314-466-8387 Scott Detar, Dir, 980-386-0889 Peter Dougherty, Dir, 312-992-3327 Wendell Gaertner, Dir, 813-225.8659 140 The Bond Buyer's Municipal Marketplace® Fall Patricia Garrett, Dir, 819 Brad Gewehr, Dir, 646.7 Allegra Ivey, Dlr, 646.74 Susan Jun, Dir, 312.537 Robert Junqua, Dir, 646,7 Zach Kau, Dir, 415.913 Patricia King, Dir, 415.01 Kevin Lang!ale, Dir, 6464 James Liang, Dir, 713- Mark R. Liff, Dir, 646.74 Adam Lorbort, Dir, 6464, Neil Matthews, Dir, 646.74 Murphy McCalley, Dir, 415-913-2329 David McCarthy, Dir, 64 Terence Mieling, Dlr, 31 Carlos Montoya, Dir, 64 Michael L. Moss, Dir, 415-622-9430 Kevin O'Brien, Dir, 213.34 Kurt Powell, Dir, 980.38 Cody Press, Dir, 213-34 Jorge Rodriguez, Dir, 787-294.3412 Philip Rooney, Dir, 312-1 Jeff Sahrbeck, Dir, 646- Michelle Salomon, Dir, 312.537-6376 Joseph Santoro, Dir, 64 C, Di• Daltonurt SmithShetmtre, Dir,r, 713214-4 Chris Straub, Dir, 646.74 Sarah Strickland, Dir, 980-386.5821 Jeffrey Sula, Dir, 617.3t William Voronda, Dir, 980-387.0061 Michele Vobach, Dir, 214 Edo Whaley, Dlr, 206.3E Matthew J. Williams, Da, 321-527-7837 Martha J. Wooding, Dir, 648-743-1411 John Woodward, Dir, 416-913-2777 Andrew Alexander, VP, 415-627-3085 Jason Bormann, VP, 312 Cory Cahlon, VP, 646-74 Corey Czyzewski, VP, 646-743-1324 Manuelia de Banos, VP, 646-743-1326 Craig Dussinger, VP, 213-345-9579 Russell Edghill, VP, 321 Adam Gentzel, VP, 215, Tim Harte, VP, 646.743 Evan Kist, VP, 312.537. Alan Lotito, VP, 646.743-1 Ted Matozzo, VP, 215.44 Kim Nakahara, VP, 4154! Lei Nelson, VP, 212.47P Joe Pollock, VP, 415.91, Rebecca Reape, VP, 646-743-1385 Scott Robertson, VP, 980-386-0394 oft- 2012 www,munimarketplacc,com .' MICA MERRILL LYNCH L VP, 416.913.2327 h, VP, 646.743.1394 s, VP, 646.743.1395 rv. VP, 646.743.1398 worth, VP, 1.1399 VP, 213-345.9578 Iker, VP, 5821 hlleb, VP, -3082. 1 VP, 312.537-8375 Assoc, 646-743-1301 use, Assoc, -5820 ns, Assoc, ,5727 Assoc, 646.743.1337 reth, Assoc, 1607 oyes, Assoc, 7020 ng, Assoc, 1346 h, Assoc, 840.743.1349 Assoc, 646-743.1351 Assoc, 312-537-6368 ail, Assoc, •1380 3i, Assoc, 646.743-1406 ontino, Assoc, 1407 y, Analyst, 305 Analyst, 640-743.1306 dolel, Analyst, 1311 tone, Analyst, 334 ral, Analyst, 597 n, Analyst, 779 z-Navarro Monies, 415.913.2331 n. Analyst, 017 Analyst, 646.743.1344 9n, Analyst, 1352 ;larquardt, Analyst, 1254 Cormick, Analyst, 1370 4,3a, Analyst, .4922 Analyst, 1384 s. Analyst, 9583 tl. Analyst, 1418 :hlang, Analyst, "824 Analyst, 646.743.1401 Moot, Analyst, 1413 idler, Analyst, 't1369 ,bellake, Analyst, 3.1405 Jennifer Wong, Analyst, 646-743-1417 PUBLIC FINANCE GROI REGIONAL OFFICES: BOSTON, MA Merrill Lynch, Pierce, Far Smith Inc, 1 Financial Center Boston, MA 02111 Paul Ladd, Mng Dlr, 617- Jeffrey Sula, Dir, 617-35C CHICAGO, IL Merrill. Lynch, Pierce, Fen Smith Inc. 640 W. Madison St. 28th FI, Chicago, IL 60661 Fax: 312-869.6349 www.ml,com Nanny Clawson, Mng Dlr, 312-537-6362 Joe Hogner, Mng Dir, 312-537-6373 Ken Vallrugo, Mng Dir, 312-637-8371 Peter Dougherty, Dir, 312-992.3327 Susan Jun, Dir, 312-5374 Terence Mieling, Dir, 312- PhD Rooney, Dir, 312-537 Michelle Salomon, Dir, 312-537-6376 Jason Bormann, VP, 312- Evan Kist, VP, 312-537.61 Grace Yuen, VP, 312-537 Julia Nllan, Assoc, 312.63 Amanda Sutter, Analyst, 312-537.6369 CORAL CABLES, FL Merrill Lynch, Pierce, Feni Smith Inc. 355 Alhambra Cir„ 16th F Coral Gables, FL 33143 Fax: 305-442-6227 www,mi.cem Basilio Renegue, Mng Dir, 305-442-6275 ST. LOUIS, MO Merrill Lynch, Pierce, Fenr Smith Inc. 800 Markel St. St. Louis, MO 63101-2510 Fax: 312-453-5390 Erio A. Cowan, Dir, 314-41 WASHINGTON, DC Merrill Lynch, Pierce, Fenr Smith Inc, 730 16th 5t. NW Washington, DC 20005-10 Fax: 202-442-3995 Jason J, Russo, Mng Dir, 202-442-3982 The Bond Buyer's Municipal Marketplace® Fa or Fink, Mng Dir, 3-1330 men, Mng Dir, 3-1333 d, Mng Dir, 646-743-1338 Mng Dir, 3.7015 Guarino7Mng Dir, 1-1341 tan, Mng Dir, 1.1281 ngner, Mng DO, '-6373 Knorr, Mng Dir, 1-1354 , Mng Dir, 646.743.1355 Mng Dir, 617-350-5826 terbur, Mng Dlr, ,-9575 lu, Mng Dir, •-1361 (Aster, Mng Dir, -1372 Nowhams, Mng Dir, -1375 lotkin, Mng Dir, -1376 .on, Mng Dir, -1378 ieque, Mng Dir, -6275 Mng Dir, 646-743-1386 kwell, Mng Dir, •9565 Rosen, Mng Dir, .1367 so, Mng Dir, ,3982 aggiomo, Mng Dir, •7075 unmet, Mng Dir, 0105 In, Mng Dir, 7548 Spinelli, Mng Dir, 7018 Mng Dir, 1402 tophens, Mng Dir, 1403 3erg, Mng Dir, 2748 'onornura, Mng Dir, 3086 dlrugo, Mng Dir, 5371 in, Dir, 415.913-2325 rkert, Dir, 646-743-1312 rkar, Dir, 646.743.1319 , Dir, 314-466-8387 Dir, 980.386.0889 homy, Dir, 3327 ortner, Dir, 3659 Palricis C' Brad Gowan Allegro NO, Susan Jun. Robert J Zach Kell Patricia l( Kevin LA Jamots I..4ar Mark R. I.i Adam led. Noll Mows, Murphy t I' 416-g David Terence Carlos f Michael 1, 415.622 Kevin 0' Kurt Pow- Cody Pro' Jorge V108 787.204. Philip Rcr31 Jell Sohn Michelle 312.537 Joseph F'r'>< Curt Shots tl Dalton S I.01.. Chris 51arto,. _ Sarah Strir ,,' 080.3t16 "1 Jeffrey StAo William Vrrr'6 980.3874W Michele Vr„ 0 Eric Whalal- Matthew ,1 W 321-627.81;`. Martha J.'!1_>- 640-743.1>11 John WcatiOar 415.913 1 Andrew Alr *"' 415.627 30;i Jason BorovtioL Cory Oehler., Corey Czyrta 646.743.1 Manuella r1+1 646.743•t Craig Du--'.1 213.345.'1 Russell Gtk?lr=flt Adam Gc•"w Tim Harlo, VP. Evan Kist, VP. Alan l.olito, V Ted Mntozze "Yr Kim Nakdiarat Lei Nelson, V1 t. Joe Pollock Rebecca Roopt *- 646.743-1 ors Scott Roberti,-' 980.386•rYsn71, ,- rihlace0a Fall 2012 wwtc.nlrmiucui,r'', 143.1306 YNCH .4327 4 u 8 01 637 • 1349 1351 8 Jennifer Wong, Analyst, 646-743-1417 PUBLIC FINANCE GROUP REGIONAL OFFICES: BOSTON, MA Merrill Lynch, Pierce, Fenner & Smith Inc, 1 Financial Center Boston, MA 02111 Paul Ladd, Mng Dir, 617.350.5826 Jeffrey Sula, Dir, 617.360.5714 CHICAGO, IL Merrill Lynch, Pierce, Fenner & Smith Inc. 540 W. Madison St. 28th FI. Chicago, IL 60661 Fax: 312-869.6349 www.mi,com Nancy Clawson, Mng Dir, 312-637.6362 Joe Hegner, Mng Dir, 312-537.6373 Ken Valirugo, Mng Dir, 312-537.6371 Peter Dougherty, Dir, 406 312-992-3327 Susan Jun, Dir, 312-537-6365 Terence Waling, Dir, 312-537-6374 Phil Rooney, Dir, 312-537-6363 Michelle Salomon, Dir, 312-537-6376 Jason Bormann, VP, 312-537-6377 Evan Kist, VP, 312.637.6366 Grace Yuen, VP, 312.537.6375 Julia Nilan, Assoc, 312-537.6368 Amanda Sutter, Analyst, 312-537.0369 CORAL CABLES, FL Morrill Lynch, Pierce, Fenner & Smith Inc. 355 Alhambra Cir„ 16th FI. Coral Gables, FL 33143 1344 Fax: 305-442-6227 www,ml.com 1401 Basilio Panoque, Mng Dir, 305-442-6275 ST. LOUIS, MO Merrill Lynch, Pierce, Fenner & Smith Inc, 800 Market St, SI. Louis, MO 63101-2510 Fax: 312-453-5390 Eric A. Cowan, Dir, 314-466-8387 WASHINGTON, DC Merrill Lynch, Pierce, Fenner & Smith Inc, 730 15th St. NW Washington, DC 20005-1012 Fax: 202-442-3995 Jason J. Russo, Mng Dir, 202-442-3982 l+t'•rr's Municipal Marketplace® Fall 2012 DEALERS & UNDERWRITERS NEW YORK New York DALLAS,_TX Merrill Lynch, Pierce, Fennor & Smith Inc, 200 Crescent Ct., Ste. 1340 Dallas, TX 76201 www.ml.com Richard Meister, Mng Dir, 646-743.1372 Curt Shelmiro, Dir, 214-303-5849 Michele Vobach, Dir, 214-303-5848 Allison Caruso, Assoc, 214-303-5820 Brandon Walker, Assoc, 214-303-5821 HOUSTON, TX Merrill Lynch, Pierce, Fenner & Smith Inc. One Houston Center 1221 McKinley St., Ste, 3330 Houston, TX 77010 www.racom Steve Claiborn, Mng Dir, 713.658.1252 Steve Henan, Mng Dir, 713.658.1281 Jamie Liang, Dir, 713-658-1265 Dalton Smith, Dir, 713.658.1269 Brendan Marquardt, Analyst, 713.658.1254 LOS ANGELES, CA Merrill Lynch, Pierce, Fenner & Smith Inc. 333 S, Hope St., Ste. 2310 Los Angeles, CA 90071-1406 Fax:213.785-6525 www.mtcorn Frank Lautetbur, Mgr, Mng Dir, 213.345.9675 Jeffrey Bower, Mng Dir, 213.345-9680 Bryon Rockwell, Mng Dir, 213-345-9585 Grace Barvin, Dir, 415-913.2325 Kevin O'Brien, Dir, 213-345.9576 Cody Press, Dir, 213.345.9567 Craig Dussinger, VP, 213-345-9579 Jack Tsang, VP, 213.345.957E Geoff Sauers, Analyst, 213.345-9583 Peter DelMoral, Analyst, 213.345.9597 PHILADELPHIA, PA Merrill Lynch, Pierce, Fenner & Smith Inc. 1818 Market St., 16th FI, Philadelphia, PA 19103 Lisirng continued twvw,munitnarketplace,com 141 DEALERS & UNDERWRITERS NEW YORK Now York BANK OF AMERICA MERRILL LYNCH cont. Tel: 215.446-7065 Fax: 215-446-7045 www.ml.com H. Jay Beliwoar, Mng Dir, 215-446-7042 Tony Griffith, Mng Dir, 215-446.7015 Carol Rein, Mng Dir, 215-446-7078 Ralph A. Saggiomo, Mng Dlr, 215.446-7075 Eugone P. Spinelli, Mng Dir, 216-446.7018 Adam Gentzel, VP, 215-446-7027 Ted Matozzo, VP, 215-446-7019 Geoffrey Noyes, Assoc, 215-446-7020 Ashley Gunn, Analyst, 215.446.7017 CHARLOTTE, NC Merrill Lynch, Pierce, Fenner & Smith Inc. 214 N. Tryon St. Charlotte, NC 28255 Fax: 980-683-4783 Chris Cronk, Mng DIr, 980-386-4520 Steve Schemmel, Mng Dir, 980-387-0105 Scott Deter, IN, 980.386-0889 Kurt Powell, Dir, 980-386.1274 Sarah Strickland, Dir, 980-386-5821 William Veronda, DIr, 980.387.0061 Scott Robertson, VP, 980-386-0394 SAN FRANCISCO, CA Morrill Lynch, Pierce, Fenner & Smith Inc. 555 California St., Ste. 1160 San Francisco, CA 94104-1503 Fax: 415-335-4112 www.ml.com Ed Burdett, Mgr, Mng DIr, 415.913-2324 Lawrence Tonomure, Mng Dir, 415-627-3086 Patricia King, Dir, 415-913-2776 Grace Garvin, Dir, 415-913-2325 Zech Kau, Dir, 415-913-2771 Murphy McGalley, DIr, 415-913-2329 Michael Moss, Dir, 415.622.9430 John Woodward, Dir, 415-913-2777 Andrew Alexander, VP,. 415.627-3085 Kim Nakahara, VP, 415-627-3195 Joe Pollock, VP, 415-913.2778 Chris Rohstedt, VP, 415.913.2327 Edward Wohlleb, VP, 415-627.3082 Wesley Eliins, Assoc, 415-913-5727 Zachary Carbone, Analyst, 415-913-2334 John Emerson, Analyst, 415-913-2779 Marta Gomez -Navarro Mentes, Analyst, 415-913-2331 SEATTLE, WA Merrill Lynch, Pierce, Fenner & Smith Inc. Fifth Ave. Plaza 800 Fifth Ave, Seattle, WA 98104.3176 Fax: 206-350-3975 www,ml.com Greg Sundberg, Mng Dir, 208-358.2748 Eric Whaley, DIr, 206-358-4833 TAMPA, FL Merrill Lynch, Pierce, Fenner & Smith Inc. 101 E, Kennedy Blvd. 2nd FI, Tampa, FL 33602 Fax: 813-288-4235 www.ml.com Wendell Gaertner, DIr, 813-225.8659 Patricia Garrett, Dir, 813-225-8142 SARASOTA, FL Merrill Lynch, Pierce, Fenner & Smith Inc. 1605 Main St. Sarasota, FL 34236 Darrel Hanel, Mng Dir, 941.952-2823 Ken Vallrugo, Mng Dir, 941-952-2820 WINTER PARK, FL Merrill Lynch, Pierce, Fenner & Smith Inc. 250 S. Park Ave, Winter Park, FL 32789 Fax: 212-293-8111 Coleman Cordell, Mng DIr, 321-527-7816 Matthew J. Williams, DE, 321-527-7837 Russell Edghlll, VP, 321-527-7828 Amanda Schtang, Analyst, 321-527-7824 RESEARCH - MUNICIPAL John Hallscy, Mng DIr, 646.743.1446 Susannah Page, Dir, 645 Howard SItzer, Dir, 646-7 Elliot Mutch, VP, 646.74$ Tian Xia, VP, 646.743.14 Clair Voorhees, Assoc, 846-743.1475 MUNICIPAL MARKETS L COMPLIANCE/GOV'T AF Christine Walsh, 646-743• Kathleen A, Croatia, 646.7 Stephen Gretchyn, VP, 646-743-1340 Grace Argano, Paralegal, 646-743-1302 David Lee, 646.743-1359 Angela Leitch, 980-683.47 OPERATIONS John T. Lee, Mgr, 212-449. Robert Mascatello, VP, S Settlement, 212-449.7 Jim Mineo, VP DerivativoS Money Mkts, 212.449. MUNICIPAL DERIVATIV GROUP - ISSUER SOW David A, Stephens, Mng f: 646-743-1403 Garth Schulz, Mng Dir, 212-449.7548 Bryon Rockwell, Mng Dir. Angeles), 213.345.95a., Sandra Bdnkert, Dir, 64Es- Brad Gewehr, Dir, 646.74 Jorge Rodriguez, DIr (Ss 787-294-3412 Lei Nelson, VP, 640.743+1. Robert O'Brien, Analyst, 212-449-4922 MUNICIPAL DERIVATIVE GROUP TRADING & INVESTORS Edward Curland, Mng Oir, 212-449-7358 142 The Bond Buyer's Municipal Marketplace® Fall 2012 www.munimarketpixcr.culh CLAYS ITAL once Department olalizatiOnt ation, Electric Power, nmental Faclliges, al Purpose, Health Care, ng, Industrial Dev, Public tea, Transportation, anlh Ave., 191h FI. NY 10019 L6-7000 ap,cofn 4 74 3-2518400 a: Underwriter MENT 8yor, Mng Dir & Pub Fin ad, 212.528.6027 art h barclays.com eylor Is located at: tnth Ave., 2nd FI. NY 10019 p.com FINANCE MEMBERS ¢,rnene, Mng Dir, .6332 >xaabarclays.cam Augustine, Mng Dir, 5436 m o4barclays.com Mng Dir, -3508 @harclays.com ynwood, Mng Dir, 6937 ,mood4aberclays.com s o, Mng Dir, 3.3466 rrnatbarclays.com Henn, Mng Dir, ,.2134 _nn4barckrys,com 4tAoy. Mng Dir, 6.3298 sytcyt k harclays.com s ,:12-526.2355 irclays.corn )oom, Dir, 212.526.1372 g.,,,rn A barclayscom. er, Dir, 212-528-1054 pr tl barclays.com n1,- Dir, 212.526.8026 ts, a, barciays,com Gambone, Dir, -2093 amhonn wbarolays.com -won, Dir, 212.626-2787 4'.n 5 barclays.corn Dir, 212.626.3974 itbarclays,com ten, DIY, 212.526.1190 a., dbercicys,com Howard, Dir, 4083 elephen.howard a barclay Craig Kornelt, Dir, 212- oralg.kornetlw batcmays.cc Katherine Lee, Dir, 212 kethedne.lee @ barcleys.c Donald MoFadyen, Dir, 212-526.3676 donald,mciayden a ba rcla Joseph Menthe, Air, 21 Josoph,monittoebarclays Christoph Muelbert, Dir 212-526.0756 christoph, muelberteba rc, David Stephan, Dir, 211 devld.etophan @ barclays. Gregory Williams, Dir, 212-526.7143 gregory.wllliame @barclay Elizabeth Yee, DIr, 212 elizabeth,yee @ berclaya.c Casey Blegelsen, VP, 212-626.7391 ca eey.blegoisen @barclay Rahul Dembla, VP, 21f rahul.demble w barclays,c Brian Frankel, VP, 212. brlen,irenkel @ barclays.ci Anita Jones, VP, 212-5 an ita.jones @ berclays.cor Grant Kawaguchi, VP, 212-526-1999 grant.kawaguchl @ barcla! James Kim, VP, 212-51 james.s.kim @ barclays,cc Ayanna Louis Louis-Ch 212-526-7612 ayanne.louia•charles @ be Chaffin Snider, VP, 211 chatlin.snlder @ barolayss, Nicholas DlGeronimo, 212-526-7172 nIcholes,digero nimo @ be Caroline Krassen, Asal 212-526-8510 ce rollne.krassen e barcla Weifang Zhu, Asst VP, 212-526-2965 welfang.zhu @ barclays.@ Meghan Gutekunst, As 212.526.4612 meghan.gutokunat@bare Michael Zarella, Assoc 212-526-7218 mlohael.zarella @barclay Timothy Carey, Analys 212-526-7177 timothy:cerey2 @ barclays Vincent Clarke, Analys 212.526-4618 vi ncent.clarko @ barclays Natalie Curreri, Analys, 212.526-7203 n atelio.currerl @ barclayo. Kelly Dohony, Analyst, 212-526-3242 kelly.doheny @ barcleys.c Christopher Giuliano, 212.526.0491 oh rtstopher,glulieno @ha Christopher Kaess, An 212-526-7174 oh rislopher.kaees @ baro Brian Lederman, Anal 212.626-7306 brien,lederman @barclay the Bond Buyer's Municipal Marketplace® BANK OF AMERICA MERRILL LYNCH Memo Lynch, Pierce, Fenner & Smith ins_ Derivative Services: Dealer/Trading, Public Finance, Capital Markets Issue Specialization: Education. Electric Power, Environmental Facirtes, General Puiper e, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, ULlities One Bryant Park 9th FL New York, NY 10036 Fax 646-1355-0966 www.mLcom Experience: Underwriter MUNICIPAL MARKETS MUNICIPAL MARKETS MANAGEMENT John Lawlor, Mng Dir, 212-449-2189 Rosalie BeIlia, Dir, COO, 646-855-3154 MUNICIPAL MARKETS TRADING & UNDERWRITING David F. Andersen, Mgr, Mng Dir, 212-449-5081 UNDERWRITING David F. Andersen, Mng Dir, 212-449-5081 Robert C. Barber, Mng Dir, 212-449-5081 Brendan Troy, Mng Dir, 212-449-5081 Catherine Crew& Dir, 212-449-5081 Heather Kelly, VP Jaclyn Vilaca. VP Sylvia Pikramenos, Assoc MUNICIPAL TRADING Thomas Pease, Mng Dir, 212-449-7360 David Chang, Dir, 212-449-5026 Craig L. Gailimore, Dir, 212-449-5056 Jamie Dofermyre, Dir, 212-449-5032 Lan Blankenship, VP, a, 212-449-5032 Rich Clark, VP, 212-449-4881 Michael Devine, VP, 212-449-7360 Alan Intel, VP, 212-449-4881 Chris Johnson, VP, 212-449-7360 Shawn Manberg, VP, 212-449-7360 Robert Massari, VP, 212-449-4881 Pallav Shah, VP, 212-449-5027 Kevin Swords, VP, 212-449-5026 Matthew Hage, Assoc, 212-449-4881 Graig Mischler, Assoc, 212-449-4881 Jordan Culbreath, Analyst, 212-449-4881 MUNICIPAL MONEY MARKETS Mona Payton, Mgr, Mng Dir, 212-449-5544 James Brewer, Dir Robert Holmes, Dir Robert Tomeny, Dir Coleman Lyons, VP Jim Mineo, VP, Trade Support, 212-449-5011 Cheryl Anthony, AVP, Trade Support Steve Ashdown, AVP Steve Glanville, AVP MUNICIPAL CAPITAL MARKETS GROUP Edward H. Curland, Mgr, Mng Dir, 212-449-7358. Ben Giardina, Mng Dir, 212-449-9972 James Nacos, Mng Dir, 212-449-7358 Dan Nussbaum, Mng Dir, 646-743-1377 Thomas Visone; Mng Dir, 646-743-1408 Philip A. Dobifsch, Dir, 212-449-9972. Todd Blasiak, VP, 646-743-1307 Kacie Carl, VP, 646-743-1316 Traci Donovan, VP, 212-449-7358 Jill Hennessy, VP, 212-449-7358 Yo Han Hwang, VP, 212-4493198 Jarret Roth. VP, 212-449-9972 Brian Sullivan, VP, 212-449-0649 Cyril Swatko, VP, 212-449-7358 Catherine Zhang, VP, 212-449-7358 MUNICIPAL MARKETING Michael Sullivan, Dir, 212-449-7444 NEW YORK MARKETING Tel: 212-449-7444 Suellen Hartigan, VP Kristin Blair Hodges, VP Robert Wood, VP Jeffry Esquivel, Analyst Katherine Gandy, Analyst ET¢abebx REGFONAtV w 333 S- Los Ange% ;. www.tukcoh SAN 101 San F Tel:41 Fax 4 TRADING Chde - 4 Grace: SO 10T £' Tampa;;: - Tek Fax INVIM Lee Mk:1 a: 540 Chi Far • Tat Jim Tet 312 i Robed SERVICGG-S M ichaet Mgr=:212. 212-449 George-11 Thornaskt'. 136 The Bond Buyer's Municipal Marketplace® Spring 2013 wirw.m ;Y cvatave solutions. . 3baiplatform. Seamless execution. 7.alive.ring integrated banking and markets i abslit,es to public finance clients. Bank of'America '�l Merrill Lynch clr-i�'1:.......::..pd^,p.^..^•p....^^InL�p: bark•u^,.and 40',,1 p:^,,1, nnI r_ ,c,:... .0..frmrd t.r cr r c: c^mn^con.. eoc,dnon: and o,,ra--:ncnr nnnkewa.;tpti!i�.`M:^.Earocd rinnatb•. of P.3nirlArrone3Commti,n rInv,:tnentrAn%utPallram.). d I, 1Pet., C ^ m h c i re,dnct, s Municipal Marketplace® Spring 2013 uwncmnnint:trketpizce.n-orn 137 UAN2 OF AMERICA MERRILL LYNCH cont Lynne A Cavanaugh, Dir Cad Daniels, Dir Carey Egan, Dir Sherrie L Feder, Dir David M. Lobosco, Dir Peter C. Milano, Dir Peter C. Renchard, Dir Kristin Starace, Dir Kevin Wenk, Dir Ken Nolan, VP Kristine Nukk, VP Andrew Ross, VP DEALER SALES Tel: 212-449-4322 Kristine Nukk, VP SALES ASSISTANTS Tel: 212-449-5500 Tel: 212-449-6800 Frank Mayo, VP Colleen Poole, VP Paul Bode, Assoc Thomas Murray, Assoc REGIONAL 941 PS OFFICES: ROSTON, MA Tel: 617-350-5802 D. Scott Beebe, Jr., Dir Justin Griffiths, Dir Joe Connelly, VP PUBLIC FINANCE GROUP MANAGEMENT John Lawlor, Mng Dir, 212-449-2189 Edward C. Malmstrom, Mng Dir, 646-743-1366 Edward Sisk Mng Dir, 646-743-1397 Rosalie BeIGa, Dir, COO, 646-855-3154 PUBLIC FINANCE GROUP H. Jay Bellwoar, Mng Dir, 215-446-7042 Jeffrey Vwer, Mng Dir, 9580 Joseph A Branca, Mng Dir, 646-743-1310 Edward Burdett, Mng Dir 415-913-2324 Jim Calpin, Mng Dir, 646-743-1314 Jeffrey Carey, Mng Dir, 646-743-1315 Stephen Claibom, Mng Dir, 713-658-12552 Nancy Clawson, Mng Dir, 312-537-6362 Coleman Cordell, Mng Dir, 321-527-7816 Chris Cronk, Mng Dir 980-386-4520 646-rat. risiti~ Darrel Flatet, Mng Dir, 646-743-1333 Mitch Gold, Mng Dir, 646-743-1338 Tony Griffith, Mng Dir, 215-440 7015 Steve Henan, Mng Dir, 713.658-1281 Joseph Hegner, Mng Dir, 312-537-6373 Gerald D. Knorr, Mng Dir, 646-743-1354 Phil Korot, Mng Dir, 646-743-1355. Paul Ladd, Mng Dir, 617-350-5826 Frank Lauterbur, Mng Dir, 213-345-9575 Thomas Liu, Mng Dir, 646-743-1361 Richard Meister, Mng Dir, 646-743-1372 • Jeffrey D. Newhams, Mng Dir, 646-743-1375 David S. Notkin, Mng Dir, 646-743-1376 James Olsen, Mng Dir, 646-743-1378 Jose0Pagan, 6Mng Dir, Bas4Lo Paneque, Mng Dir, 305-442-6275 Carol Rein, Mng Dir, 646-743-1386 B2l3n 9sa Mng Dir, Daniel P. Rosen, Mng Dir,. 646-743-1387 Jason Russo, Mng Dir, 202-4423982 Ralph A. Saggiomo, Mng Dir, 215-446-7075 Steve Schemmel, Mng Dir, 980-387-0105 Eugene P. Spinelli, Mng Dir, 215-446-7018 David Spiralrs, Mng Dir, 646-743-1402 David A Stephens, Mng Dir, 646-743-1403 Greg Sundberg, Mng Dir, 206-358-2748 Lawrence Tonomura, Mng Dir, 415-627-3086 Kenneth Vallrugo, Mng Dir, 941-952-2820 Sandra Brinkert, Dir, 646-743-1312 Spencer Coker, Dir, 646-743-131g Eric Cowan, Dir, 314-466-8387 Scott Debar, Dir, 980-386-0889 Wendell Gaertner, Dir, 813-225-8659 Matta ;, 646-7 John- 4 Andrew 415 Jason:' Cory Mort, 21 Conay -. S4ei.4 :� Clads 2 Russell Wester Adam'' Tim Evarrnst Teri Lei Naito* Joe Po Re 646-, Scott 138 The Bond Buyer's Municipal Marketplace@a Spring 2013 www.m tTos1on. MA WTI - Paul Ladd, Mng Dir. 617-350-5826 Jeffrey Sula, Dir, 617350-5714 CHICAGO, IL Mem'tl Lynch, Pierce, Fenner & Smith Inc. 540 W. Madison St 28th FL Chicago, IL 60661 Fax 312-537-6379 www.ml.com Nancy Clawson, Mng Dir. 312-537-6362 Joe Hegner. Mng Dir, 312-537-6373 Ken Vallrugo. Mng Dir. 312-537-6371 Susan Jun, Dir, 312-537-6365 Terence Miering, Dir, 312-537-6374 Phil Rooney, Dir, 312-537-6363 Michelle Salomon, Dir, 312-537-6376 Jason Borman, VP, 312-537-6377 Evan last, VP, 312-537-6366 Grace Yuen, VP, 312-537-6375 Jura Nilan, Assoc, 312-537-6368 Amanda Sutter, Analyst, 312-537-6369 CORAL CABLES, FL Merril Lynch, Pierce, Fenner & Smith Inc. 355 Alhambra Cr_ 16th Fl 1 Alhambra Plaza, 15th Fl Coral Gables, FL 33134 Far 212-293-9533 wwwmLcom Jose Pagan, Mng Dir, 305-068-4336 Baslio Paneque. Mng Dr, 305-442-6275 ST. LOUIS, MO Memll Lynch. Pierce, Fenner & Smith Inc. 800 Market St St. Louis. MO 63101-2510 Fax 312-453-5390 Eric A. Cowan, Dir, 314-466-8387 WASHINGTON, DC Merril Lynch. Pierce, Fenner & Smith Inc. 730 15th St NW Washington, DC 20005-1012 Fax 312-453-6762 Jason J. Russo, Mng Dir. 202-442-3982 DAI I AS, TX Merrill Lynch. Pierce, Fenner & Smith Inc. 200 Crescent Ct., Ste. 1340 unicipal Marketplace® Spring 2013 Dallas, TX 75201 Fax: 214-556-1974 www.mLcom Richard Meister, Mng Dir. 646-743-1372 Curt Shelmire, Dir, 214-303-584.9 Michele Vobach, Dir, 214303-5848 Allison Canso Israel, VP. 214-303-5820 Brandon Walker. Assoc, 214-303-5821 HOUSTON, TX MerrillLynch Pierce. Fenner & Smith Ina One Houston Center 1221 McKinney S., Ste- 3850 Houston, TX 77010 Fax 713-893-4620 www.ml.com Steve Claibom, Mng Dir. 713 658 1252 Steve Hanan, Mng Dir, 713.658-1281 Jamie Liang. Dir, 713-658-1265 Dalton Smith, Dir. 713-658-1269 LOS ANGELES. CA Memll Lynch. Pierce. Fenner & Smith Inc. 333 S. Hope St, Ste. 2310 Los Angeles. CA 90071-1406 Fax 213-785-6525 www.ml.com Frank lauterbur, Mgr. Mng Dir. 213-345-9575 Jeffrey Bower, Mng Dir, 213-345-9580 Bryon Rockwell, Mng Dir, 213345-9585 Kevin O'Brien. Dir, 213-345-9576 Cody Press, Dir 21 a-z4S-9587 Craig Dussinger, VP, 213345-9579 Jack Tsang, VP, 213-345-9578 Geoff Savers, Analyst. 213346-9583 Peter DetMoral, Analyst 213-345-9597 PHILADELPHIA, PA Merrill Lynch, Pierce, Fenner & Smith Inc. 1818 Market St, 18th R, Philadelphia, PA 19103 Fax 215-446-7045 www.ml.com H. Jay Bellwoar Mng Dir, 21s ,r6 7042 Tony Grdfith. Mng Dir, 215-446-7015 Listing continued ww`v-mnnimarketplace.com 139 OF AMERICA MERRILL LYNCH 1 Rein, Mng Dir, 215-446-7078 h A. Saggiomo, Mng Dir, 5-446-7075 me P. Spinelli, Mng Dir, 5-446-7018 Gentzel, VP, 215-446-7027 vlatozzo, VP, 215-446-7019 frey Hoyes, Ascrv', 5-446-7020 :y Gunn, Analyst, 5-446-7017 RLOTTE, NC 11 Lynch, Pierce, Fenner & h Inc. J_ Tryon St otte. NC 28255 980-683-4783 CronkMng Dir, 3-386-4520 Schemmel, Mng Dir, )-387-0105 Detar, Dir980-386-0889 StricMend, Dir, 1386-5821 m Veronda, Dir. 1-387--0061 Robertson, VP, 1386-0394 FRANCISCO, CA 1 Lynch, Pierce, Fenner & Inc 1.alifamia St, Ste. 1160 rrancisco, CA 94104-1503 115-335-4112 m.com irdett, Mgr, Mng Dir,. r913-2324 rnce Tonomura, Mng Dir, -627-3086 is King, Dir, 415-913-2776 Kau, Dir, 415-913-2771 ly McCalley, Dir, -913-2329 lakahara, Dir, 415-627-3195 Woodward, Dir, -913-2777 w Alexander, VP, -627-3085 towarc , VP, 415-627-3082 Zachary Carbone, Analyst, 415-913-2334 John Emerson, Analyst, 415-913-2779 Marta Gomez -Navarro Montes, Analyst; 415-913-2331 SEATTLE, WA Merrill Lynch, Pierce, Fenner & Smith Inc. Fifth Ave. Plaza Ste. 35 800 Fifth Ave. Seattle, WA 98104-3176 Fax: 206-358-3975 www.ml.com Greg Sundberg, Mng Dir, 206-358-2748 Eric Whaley, Dir, 206-358-4833 TAMPA, FL Mem1l Lynch, Pierce, Fenner & Smith Inc 101 E Kennedy Blvd. 2nd Fl. Tampa- FL 33602 Fax 212-293-9540 www.mLcom Wendell Gaertner, Dir, 813-225-8659 SARASOTA, FL Memil Lynch, Pierce, Fenner & Smith Inc. 1605 Main St. Sarasota, FL 34236 Darrel Rene!, Mng Dir, 941-952-2823 Ken Val!rugo, Mng Dir, 941-952-2820 WINTER PARK, FL Merrill Lynch, Pierce. Fenner & Smith Inc. 250 S. Park Ave. Winter Park FL 32789 Fax: 212-293-9533 Coleman Cordell, Mng Dir, 321-527-7816 Keith Thompson, Dir, 850-454-1062 RESEARCH - John Hallacy, 646-743-1446" Susannah Pager Howard Sifzec. D Qliot Mutch, VP' Tian Xra, VP, Clair Voorhees: 646-743-1475 Celena Chan; 646-743.1435 MUNICIPAL COMPLIAN Christine Waksh, Kathleen A. Craig Stites, VP Grace Argano. 646-743-1302' David Lee, 646- Angela Leitch. TRADE SUPPO James Duffy, Dir„; 646-356 21 Robert Settlement. Dan Marchesieft 212-449-6124 Jim MIneo, VP 212-449-5011 MUNICIPAL - ISSUER SOL David A. Step? 646-743-1403 `a. Jeffrey Carey, 646.743-1315 Bryon Rockwell, Angeles), 21 David Sph,eJ 646-743-1402 Sandra Bnnketll Brad Geweht' Jorge RoddgueZ ,,_ 787-294-3412.:>z; Lei Nelsoirr,VP": Anna Cotomer. 212-,49w =' Robert O'Brieni:. 212-4499-49V'` MUNICIPAL TRADING & Edward 212-449-7353 The Bond Buyer's Municipal Marketplace® Spring 2013 we cur Robert1nllinreh, Dir, 2,-oerr-, 90 roberthillmang/2ardays•com Stephen E. Howard Dir. 212-526-4083 atephen.howardebardaysca^ Anita Jones, Dir, 212-526-9631 ands ioneswbarceyssom James Kim, Dir. 212-526-4963 jamess.idmebarclayscom Craig Komett, Dir, 212-526-5705 crdig.komettwbamlays.cpm Katherine Lee, Dir, 212-526-0928 kat erine.teeebardays mm Donald McFadyen, Dir, 212-526-3676 dorreld.,Mlayden@bardaya.com Joseph Monitto, Dir, 212-noR-3247 joseplr.meniaowterdayscom Christoph Muetbert Dir, 212-526-0756 drdstophmuelberteberdays.com David Stephan, Dir, 212-526-2343 davldstepten8hardays.com Gregory Williams, Dir, 212-526-7143 grego y velfiamsebarciayscom Elizabeth Yee, Dir, 212-526.5863 eraabeth.yee@barclays.com Brian Frankel, VP, 212-526-0571 brian.iranl elwbardays•com Grant Kawaguchi, VP, 212-526-1999 grantkawaguchiebamtays.corn Ayanna Louis Louis -Charles, VP, 212-526-7612 ayannalouisctradeswbardays.com Chaffin Snider, VP, 212-526-4914 chaltin.snidereberclays.com Timothy Carey, Asst VP, 212-526-7177 errwmy eeren2wberdaysconr Vincent Clarke, Asst VP, 212-526-4618 ninceetdarkeGbsi aya.conr Nicholas DiGeronimo, Asst VP, 212-526-7172 nideles digernullr oebardays.can Michael Fox, Asst VP, 212-526-1522 • MdeeLfoxebardayscom Caroline }Cresson. Asst VP. 212-526-8510 caroline krassenebartlays.com Brian Lederman, Asst VP, 212-526-7306 bdanledemnanebardayscom Albert Luang, Asst VP, 212-526-1393 a51eeluongebardayacom Rashida Mason, Asst VP, 212-526-7284 rashida.masonebardayacom Welfang Zhu, Asst VP. 212-526-2965 weifangzhae arctayscom Meghan Cutekunst, Assoc. 212-526-4612 megnangutelomatwoardayscom Michael Zarelia, Assoc. 212-526-7218 michael.zarella@barclays.com Armando Asuncion-Cna, Analyst. 212-526-0796 ermando.asunclon[M51borday5.mm Timothy Carson, Analyst, 212-526-4816 5nethy.carsonebardays.com Kelly Doheny, Analyst, 212-526-3242 kelly.dohenyebarclaya-mm Christopher Giuliano, Analyst. 212-526-0491 cb istopher giufiare5barclays com Steven Guo, Analyst, 212-526-7274 steven.guowbardays.com Willem HaddadAnalyst 212-526-4725 wlliam.haddadebardays.com Christine Lee. Analyst, 212-526-2217 3nisnne leewbarclays.mnr Lorenzo Mendez, Analyst 212-526-4565 bnxnm mendeiwbardayscoei Thomas Preis, Analyst 212-412-2569 5romaspreiswberdays.com Poola Shah. Analyst 212-526-5016 pooiashahebardayseom PUBLIC FINANCE REGIONAL OFFICES ATLANTA 3344 Peachtree Rd., Ste. 950 Atlanta, GA 30326-1153 Fax: 212-419-2026 www.barclays.com Teri Hartman, Mng Dir (Healthcare). 404-262-4816 ren.hartmenebarclaysoom BOSTON 125 High St. 16th FL Boston, MA 02110-2704 Fax 617-330-5833 www.barclays.com Paul Haley, Mng Dir, 617-330-5845 paut.haleywbamlaysaom Patrick Landers, Dir. 617-330-5809 pahickJandersebarclayscam Brandon Wolanski, VP, 617-330-5851 bmndon.wolanskiebarday5som CHICAGO 190 S. LaSalle St., 27th Fl. Chicago, IL 60603 Fax 312-609-8371 www.barclays.com Listing continued s i4lunicipal Marketplace® Spring 2013 www.munimarketplace.com 141 DEALERS & UNDERWRITERS NEW YORK New York BANK OF AMERICA MERRILL LYNCH Merrill Lynch, Pierce, Fenner & Smith Inc. Derivative Services: Dealer/Trading, Public Finance, Capital Markets Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities One Bryant Park 9th Fi. New York, NY 10036 Fax: 646-855-0966 Experience: Underwriter MUNICIPAL MARKETS MUNICIPAL MARKETS MANAGEMENT John Lawlor, Mng Dir, 212-449-2189 Rosalia Bellia, Dir, C00, 646-855-3154 MUNICIPAL MARKETS TRADING & UNDERWRITING David F. Andersen, Mgr, Mng Dir, 212-449-5081 UNDERWRITING David F. Andersen, Mng Dir, 212-449-5081 Robert C. Barber, Mng Dir, 212-449-5081 Brendan Troy, Mng Dir, 212-449-5081 Catherine Crews, Dir, 212-449-5081 Heather Kelly, VP Jaclyn Vilaca, VP Sylvia Pikramenos, Assoc MUNICIPAL TRADING Thomas Pease, Mng Dir, 212-449-7360 David Chang, Dir, 212-449-5026 Craig L. Gallimore, Dir, 212-449-5056 Jamie Doffermyre, Dir, 212-449-5032 Melissa Plunkett, Dir, 212-449-5032 Craig Taylor, Dir, 212-449-7360 Kurt Beck, VP, 212-449-5038 Dan Blankenship, VP, 212-449-5032 Rich Clark, VP, 212-449.4881 Alan Intel, VP, 212-449-4881 Chris Johnson, VP, 212-449-7360 Shawn Manberg, VP, 212-449-7360 Robert Massari, VP, 212-449-4881 Pallav Shah, VP, 212-449-5027 Kevin Swords, VP, 212-449-5026 Matthew Hage, Assoc, 212-449-4881 Graig Mischler, Assoc, 212-449-4881 Jordan Cuibreath, Analyst, 212-449-4881 MUNICIPAL MONEY MARKETS Mona Payton, Mgr, Mng Dir, 212-449-5544 James Brewer, Dir Robert Holmes, Dir Robert Tomeny, Dir Coleman Lyons, VP Jim Mineo, VP, Trade Support, 212-449-5011 Cheryl Anthony, AVP, Trade Support Steve Ashdown, AVP Steve Glanville, AVP MUNICIPAL CAPITAL MARKETS GROUP Edward H. Curland, Mgr, Mng Dlr, 212-449-7358 Ben Giardina, Mng Dir, 212-449-9972 James Nacos, Mng Dir, 212-449-7358 Dan Nussbaum, Mng Dir, 646-743-1377 Thomas Vlsone, Mng Dir, 646-743-1408 Philip A, Dobltsch, Dir, 212-449-9972 Todd Blasiak, VP, 646-743-1307 Kacie Carl, VP, 646-743-1316 Traci Donovan, VP, 212-449-7358 Jill Hennessy, VP, 212-449-7358 Jarret Roth, VP, 212-449-9972 Brian Sullivan, VP, 212-449-0649 Cyril Swatko, VP, 212-449-7358 Catherine Zhang, VP, 212-449-7358 NEW YORK MARKETING Tel: 212-449-7444 Suellen Hartigan, VP Kristin Blair Hodges, VP Robert Wood, VP Jeffry Esquivel, Analyst Katherine Gandy, Analyst Kendra Murray, Analyst J11iana Thomas, Analyst Thomas Vlsk, Analyst Elizabeth Stewart, VP, Boston, 617-946-4188 132 The Bond Buyer's Municipal Marketplace@n Fall 2013 REGIONAL TRADING AND MARKETING OFFICES: WESTERN REGION 333 S. Hope St., Ste. 2310 Los Angeles, CA 90071-2821 Fax:213.345.9591 www,ml.com TRADING Tel: 213-345-4344 Brandi Harkins, VP MARKETING Tel: 213-345-4345 James Duckman, VP Bruce Huang, VP Rose Wang, VP SAN FRANCISCO REGION 101 California St, San Francisco, CA 94111 Tel: 415-913-6516 Fax:415-953.6533 TRADING Chris Carpou, Mng Dir, 415-913-6516 MARKETING Sam Doran, VP, 415-627-2137 Grace Gaoaen, VP, 415-627-2137 SOUTHEAST REGION 101 E. Kennedy Blvd, Tampa, FL 33602-5179 Tel: 813-225-8180 Fax: 813-286.4235 www,ml.com MARKETING Lee Rudolph, VP, 813-225-8180 MIDWEST REGION 540 W. Madison St. Chicago, IL 60661 Tel: 312-869-6646 Fax: 312-701-1360 www.ml.com TRADING Tel: 312.869-6646 Jim Gotti, VP MARKETING Tel: 312-869-6666 Robert Barabas, VP INSTITUTIONAL CLIENT SERVICES Michael Jentis, Mng Dir, Sales Mgr, 212-449-5500 212-449-8300 George Lawrence, Mng Dir Thomas M. Byrnes, Dir Lynne A. Cavanaugh, Dir Carl Daniels, Dir Carey Egan, Dir Sherrie L. Feder, Dir David M. Lobosco, Dir Peter C. Milano, Dir Peter C. Renchard, Dir Listing continued www.munimarketplace, com DEALERS & UNDERWRITERS NEW YORK New York BANK OF AMERICA MERRILL LYNCH cont. Kristin Stamm, Dir Kevin Wenk, Dir Ken Nolan, VP Kristine Nukk, VP Andrew Ross, VP DEALER SALES Tel' 212-449-4322 Kristine Nukk, VP SALES ASSISTANTS Tel: 212-449-5500 Tel: 212-449-6800 Frank Mayo, VP Colleen Poole, VP Paul Bode, Assoc Thomas Murray, Assoc REGIONAL SALES OFFICES: BOSTON, MA Tel: 617-350-5802 D. Scott Beebe, Jr., Dir Justin Griffiths, Dir Joe Connelly, VP PUBLIC FINANCE GROUP MANAGEMENT John Lawlor, Mng Dir, 212-449-2189 Edward C. Malmstrom, Mng Dir, 646-743-1366 Edward Sisk, Mng Dir, 646-743-1397 Rosalia Bellia, Dir, COO, 646-855-3154 PUBLIC FINANCE GROUP H. Jay Bellwoar, Mng Dir, 215-446-7042 Jeffrey Bower, Mng Dir, 213-345-9580 Joseph A. Branca, Mng Dir, 646-743-1310 Edward Burdett, Mng Dir, 415-913-2324 Jim Calpin, Mng Dir, 646-743-1314 Stephen Claiborn, Mng Dir, 713-658-1252 Nancy Clawson, Mng Dir, 312-537-6362 Coleman Cordell, Mng Dir, 321-527-7816 Chris Cronk, Mng Dir, 980-386-4520 Phillip J. DelVecchio, Mng Dir, 646.743.1328 Barbara K. Feldman, Mng Dir, 646-743-1329 Christopher Fink, Mng Dir, 646.743.1330 Darrel Flanel, Mng Dir, 646-743-1333 Mitch Gold, Mng Dir, 646-743-1338 Tony Griffith, Mng Dir, 215-446-7015 Steve Henan, Mng Dir, 713-658-1281 Joseph Hegner, Mng Dir, 312-537-6373 Gerald D. Knorr, Mng Dir, 646-743-1354 Phil Korot, Mng Dir, 646-743-1355 Paul Ladd, Mng Dir, 617-350-5826 Frank Lauterbur, Mng Dir, 213-345-9575 Thomas Liu, Mng Dir, 646-743-1361 Richard Meister, Mng Dir, 646-743-1372 Jeffrey D, Newhams, Mng Dir, 646.743.1375 David S. Notkln, Mng Dir, 646-743-1376 James Olsen, Mng Dir, 646-743-1378 Jose R. Pagan, Mng Dir, 305-468-4336 Baslllo Paneque, Mng Dir, 305-442-6275 Carol Rein, Mng Dir, 646.743-1386 Bryon Rockwell, Mng Dir, 213.345.9585 Daniel P. Rosen, Mng Dir, 646-743-1387 Jason Russo, Mng Dir, 202-442-3982 Ralph A. Sagglomo, Mng Dir, 215-446-7075 Steve Schemmel, Mng Dir, 980-387-0105 Eugene P. Spinelli, Mng Dir, 215-446-7018 David Spirakls, Mng Dir, 646-743-1402 David A. Stephens, Mng Dir, 646-743-1403 Greg Sundberg, Mng Dir, 206-358-2748 Lawrence Tonomura, Mng Dir, 415.627-3086 Kenneth Vallrugo, Mng Dir, 941-952-2820 Sandra Brinkert, Dir, 646-743-1312 Spencer Coker, Dir, 646-743-1319 Eric Cowan, Dir, 314-466-8387 Scott Deter, Dir, 980-386-0889 Jonathan Forbes, Dir, 303-689-8013 Brad Gewehr, Dir, 646-743-1336 Allegra Ivey, DIr, 646-743-1342 Susan Jun, Dir,.,312-537-6365 Robert Junqua, `Dir, 646-743-1350 Zach Kau, Dir, 415-913-2771 Patricia King, Dir, 415-913-2776 Kevin Langlals, Dir, 646-743-1356 James Llang, Dir, 713-658-1265 Mark R. Llff, Dir, 646-743-1360 Adam Lorbert, Dir, 646-743-1362 Nell Matthews, DIr, 646-743-1368 Murphy McGalley, Dir, 415-913-2329 David McCarthy, Dir, 646.743-1369 Terence Mieling, Dir, 312-637-6374 Carlos Montoya, Dir, 646-743-1373 Kim Nakahara, Dir, 415-627-3195 Kevin O'Brien, Dir, 213-345-9576 Jeanny Pak, Dir, 646-743-1386 Cody Press, Dir, 213-345-9587 Jorge Rodriguez, Dir, 787-294-3412 Philip Roone) , Dir, 312-537.6863 Jeff Sahrbeo'<, Dir, 648-743.1389 Michelle Salomon, Dir, 312-537-6376 Joseph Santoro, Dir, 646-743-1391 Curt Shelmire, Dir, 214-209-2167 Dalton Smith, Dir, 713-658.1269 Chris Straub, Dir, 646-743-1404 Sarah Strickland, Dir, 980.386.5821 Keith Thompson, Dir, 850-454-1062 William Veronda, Dir, 980-387-0061 Michele Vobach, Dir, 214-209-7129 Eric Whaley, Dir, 206-358-4833 Matthew J. Williams, Dir, 321-527-7837 Martha J. Wooding, Dir, 646-743-1411 John Woodward, Dir, 415-913-2777 Andrew Alexander, VP, 415-627-3085 Jason Bormann, VP, 312.537.6377 Cory Cahlon, VP, 646-743-1313 Allison Caruso Israel, VP, 214-209-9992 Corey Czyzewski, VP, 646-743-1324 Craig PussInger, VP, 213-345-9579 Russell Edghill, VP, 321-527-7828 Wesley Ellins, VP, 415-913-5727 Adam Gentzel, VP, 215-446-7027 Tim Harte, VP, 646.743.0813 Evan Kist, VP, 312-537.6366 Ted Matozzo, VP, 215-446-7019 Lel Nelson, VP, 212-449-0629 Joe Pollock, VP, 415-913-2778 Rebecca Reape, VP, 646-743.1386 Scott Robertson, VP, 980-386-0394 Chris Rohstedt, VP, 415.913-2327 Maulln Shah, VP, 646-743-1394 William Sicks, VP, 215-446-7021 Evan Sokolov, VP, 646-743-1398 Brett Southworth, VP, 646-743-1399 Jack Tsang, VP, 213-345-9578 Eugene Valentino, VP, 646-743-1407 Brandon Walker, VP, 214-209-5754 Edward Wohlleb, VP, 415-627-3082 Rebecca Briefel, Assoc, 646.743-1311 Zachary Carbone, Assoc, 415-913-2334 John Emerson, Assoc, 415-913-2779 Listing continued 134 The Bond Buyer's Municipal Marketplace® Fall 2013 www.munimarketplace.com BANK OF AMERICA MERRILL LYNCH cont. Adam Glick, Assoc, 646-743-1337 Ashley Gunn, Assoc, 215-446-7017 Andrew Hildreth, Assoc, 646-743-1607 Geoffrey Noyes, Assoc, 215.446-7020 Lisa Irizarry, Assoc, 646-743-1344 Matthew Jiang, Assoc, 646-743-1346 Jaky Joseph, Assoc, 646-743-1349 Tim McCue, Assoc, 646-743-1351 Patrick O'Neil, Assoc, 646-743-1380 Chris Prugar, Assoo, 646-743-1384 Geoff Sauers, Assoc, 213.346-9583 Amanda Sohlang, Assoc, 646-743-1353 Ian Spler, Assoc, 646-743-1401 Amanda Sutter, Assoc, 312-537-6369 Joseph Tursi, Assoc, 646-743-1406 Peter DelMoral, Analyst, 213-345-9597 Marta Gomez -Navarro Montes, Analyst, 415-913-2331 Michelle Kim, Analyst, 646-746.1352, Robert O'Brien, Analyst, 212.449.4922 Ryan Schell, Analyst, 646-743-1418 Donald Surdoval, Analyst, 646-743-1413 Jennifer Wong, Analyst, 646-743-1417 PUBLIC FINANCE GROUP REGIONAL OFFICES: BOSTON, MA Merrill Lynch, Pierce, Fenner & Smith Inc. 1 Financial Center -Boston, MA 02111 Paul Ladd, Mng Dir, 617-350-5826 CHICAGO, IL Merrill Lynch, Pierce, Fenner & Smith Inc. 540 W. Madison St. 28th FI. Chicago, IL 60661 Fax; 312-537-6379 www.ml.com Nancy Clawson, Mng Dir, 312-537-6362 Joe Hegner, Mng Dir, 312-537-6373 Ken Vallrugo, Mng Dir, 312-537-6371 Susan Jun, Dir, 312-537-6365 Terence Mieling, Dir, 312-537-6374 PhD Rooney, Dir, 312-537-6363 Michelle Salomon, Dir, 312-537-6376 Jason Bormann, VP, 312-537-6377 Evan Kist, VP, 312-537-6366 Amanda Sutter, Assoc, 312-537-6369 CORAL CABLES, FL Merrill Lynch, Pierce, Fenner & Smith Inc. 355 Alhambra Ctr., 16th FI 1 Alhambra Plaza, 15th FI Coral Gables, FL 33134 Fax: 212-293-9533 www.ml.com Jose Pagan, Mng Dir, 305-468-4336 Basilio Paneque, Mng Dir, 305-442-6275 ST. LOUIS, MO Merrill Lynch, Pierce, Fenner & Smith Inc. 800 Market St. St. Louis, MO 63101-2510 Fax: 312-453-5390 Eric A. Cowan, Dir, 314-466-8387 WASHINGTON, DC Merrill Lynch, Pierce, Fenner & Smith Inc. 730 15th St. NW Washington, DC 20005-1012 Fax: 312-453-6762 Jason J. Russo, Mng Dir, 202-442-3982 DALLAS, TX Merrill Lynch, Pierce, Fenner & Smith Inc. 901 Main St. Floor 11 TX1-492-11.24 Dallas, TX 75202 Fax: 214-209-2824 www.ml.com Richard Meister, Mng Dir, 646-743-1372 Curt Shelmire, Dir, 214-209-2167 Michele Vobach, Dir, 214-209-7129 Allison Caruso Israel, VP, 214-209-9992 Brandon Walker, Assoc, 214-209-5754 HOUSTON, TX Merrill Lynch, Pierce, Fenner & Smith Inc. One Houston Center 1221 McKinney St., Ste. 3850 Houston, TX 77010. Fax:713.893-4620 www.ml.com Steve Claiborn, Mng Dir, 713-658-1252 Steve Henan, Mng Dir, 713-658-1281 DEALERS & UNDERWRITERS NEW YORK New York Jamie Llang, Dir, 713-658-1265 Dalton Smith, Dir, 713,658.1269 _OS ANGELES, CA Merrill Lynch, Pierce, Fenner & Smith Inc. 333 5. Hope St., Ste. 2310 Los Angeles, CA 90071-1406 Fax: 213-785-6525 www.ml.com Frank Lauterbur, Mgr, Mng Dir, 213-345-9575 Jeffrey Bower, Mng Dir, 213.345-9580 Bryon Rockwell, Mng Dir, 213-345-9585 Kevin O'Brien, Dir, 213-345-9576 Cody Press, Dir, 213-345.9587 Craig Dussinger, VP, 213-345-9579 Jack Tsang, VP, 213-345-9578 Geoff Sauers, Assoc, 213-345.9583 Peter DelMoral, Analyst, 213-345-9597 PHILADELPHIA, PA Merrill Lynch, Pierce, Fenner & Smith Inc. 1818 Market St., 18th FI. Philadelphia, PA 19103 Fax: 215-446-7045 www.ml.com H. Jay Bellwoar, Mng Dir, 215-446-7042 Tony Griffith, Mng Dir, 215-446-7015 Carol Rein, Mng Dir, 215-446-7078 Ralph A. Saggiomo, Mng Dir, 215-446-7075 Eugene P. Spinelli, Mng Dir, 215-446-7018 Adam Gentzel, VP, 215-446-7027 Ted Matozzo, VP, 215-446-7019 Ashley Gunn, Assoc, 215-446-7017 Geoffrey Hoyes, Assoc, 215.446-7020 CHARLOTTE, NC Merrill Lynch, Pierce, Fenner & Smith Inc. 214 N. Tryon St. Charlotte, NC 28255 Fax; 980-683-4783 Chris Cronk, Mng Dir, 980-386-4520 Steve Schemmel, Mng Dir, 980-387-0105 Scott Deter, Dir, 980-386-0889 Sarah Strickland, Dir, 980-386-5821 Listing continued The Bond Buyer's Municipal Marketplace® Fall 2013 www.munimarketpiac.e.com 135 DEALERS & UNDERWRITERS NEW YORK New York BANK OF AMERICA MERRILL LYNCH cont. William Veronda, Dir, 980-387-0061 Scott Robertson, VP, 980-386-0394 SAN FRANCISCO, CA Merrill Lynch, Pierce, Fenner & Smith Inc. 555 California St., Ste. 1160 San Francisco, CA 94104-1503 Fax: 415-335-4112 www.ml.com Ed Burdett, Mgr, Mng Dir, 415-913-2324 Lawrence Tonomura, Mng Dir, 415-627-3086 Patricia King, Dir, 415-913-2776 Zach Kau, Dir, 415-913-2771 Murphy McGalley, Dir, 415-913-2329 Kim Nakahara, Dir, 415-627-3195 John Woodward, Dir, 415-913-2777 Andrew Alexander, VP, 415-627-3085 Wesley Ellins, VP, 415-913-5727 Joe Pollock, VP, 415-913-2778 Chris Rohstedt, VP, 415-913-2327 Edward Wohlleb, VP, 415-627-3082 Zachary Carbone, Assoc, 415-913-2334 John Emerson, Assoc, 415-913-2779 Marta Gomez -Navarro Montes, Analyst, 415-913-2331 SEATTLE, WA Merrill Lynch, Pierce, Fenner & Smith Inc. Fifth Ave. Plaza Ste, 35 800 Fifth Ave. Seattle, WA 98104-3176 Fax: 206-358-3975 www,ml.com Greg Sundberg, Mng Dir, 206-358-2748 Eric Whaley, Dir, 206-358-4833 PENSACOLA, FL Merrill Lynch, Pierce, Fenner & Smith, Inc. 100 W. Garden St. Pensacola, FL 32502 Fax: 404-260-9873 Keith Thompson, Dir, 850.464-1062 SARASOTA, FL Merrill Lynch, Pierce, Fenner & Smith Inc. - 1605 Main St. Sarasota, FL 34236 Darrel Flanel, Mng Dir, 941-952-2823 Ken Vallrugo, Mng Dir, 941-952-2820 WINTER PARK, FL Merrill Lynch, Pierce, Fenner & Smith Inc. 250 S. Park Ave. Winter Park, FL 32789 Fax: 212-293-9533 Coleman Cordell, Mng Dir, 321-527-7816 Matthew J, Willlams, Dir, 321-527-7837 Russell Edghlll, VP, 321-527-78g8, RESEARCH - MUNICIPAL John Hallacy, Mng Dir, 646-743-1446 Susannah Page, Dir, 646-855-4513 Howard Sitzer, Dir, 646-743-1472 Elliot Mutch, VP, 646-743-1460 Tian Xia, VP, 646-743-1479 Clair Voorhees, Assoc, 646-743.1475 Celena Chan, Analyst, 646-743-1435 MUNICIPAL MARKETS LEGAL/ COMPLIANCE/GOV'T AFFAIRS Christine Walsh, 646-743-1410 Daniel E. Nussen, 646-855-0806 Kathleen A. Cromie, 646-743-1322 Craig Stites, VP, 980-368.5289 Grace Argano, Paralegal, 646.743.1302 David Lee, 646-743-1359 Angela Leitch, 980-683-4766 TRADE SUPPORT James Duffy, Dir, Mgr, 646-356-2119 Robert Mascatello, VP, Syn Settlement, 212-449-7651 Dan Marchesiello, VP, 212-449-6124 Jim Mineo, VP Muni Money Mkts, 212-449-5011 MUNICIPAL PRODUCTS GROUP - ISSUER SOLUTIONS David A. Stephen, Mng Dir, Mgr, 646-743-1403 Bryon Rockwell, Mng Dir (Los Angeles), 213-345-9585 David Spirakis, Mng DIr, 646-743-1402 Sandra Brinkert, Dir, 646-743-1312 Brad Gewehr, Dir, 646-743-1336 Jorge Rodriguez, Dir (San Juan), 787-294-3412 Lel Nelson, VP, 212-449-0629 MUNICIPAL CAPITAL MARKETS - TRADING & INVESTORS Edward Curland, Mng Dir, 212-449-7358 BARCLAYS Public Finance Department Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities 745 Seventh Ave,, 19th FI, New York, NY 10019 Tel: 212-526-7000 www.barclays.com DTC: 0074 NSCC: 0074 Tax ID: 13.2518466 Experience: Underwriter MANAGEMENT Robert Taylor, Mng Dir & Pub Fln Dept Head, 212-528-6027 robert.taylorl @barolays,com Robert Taylor is located at: 745 Seventh Ave., 2nd FI. New York, NY 10019 www.barclays.com PUBLIC FINANCE MEMBERS Kym S. Arnone, Mng Dir, 212.626.6332 kym.arnone @ barclays.com John H, Augustine, Mng Dir, 212.526.5436 john.augustIne@barclays.com John Daniel, Mng DIr, 212-526-3508 John.danlel@barclays.com Charles Ellinwood, Mng Dir, 212-526.6937 charles.eIlInwood@barclays.com John Gerbino, Mng Dir, 212.526-3466 John.gerbino @ barclays.com James F. Henn, Mng Dir, 212-526-2134 Iames.henn@barclays.com JI Bak, DIr, 212-526-2355 Jl.bak@barolays.com Casey Biegelsen, Dir, 212-526-7391 casey.blegelsen @ barolays.com William Bloom, Dir, 212.526-1372 wIlliam.bloom@barclays.com Patrick Boyer, Dir, 212-528-1054 patrick.boyer@barclays.com Hiran Cantu, Dir, 212-526-8026 hiran,cantu @ barclays.com Rahul Dembla, Dir, 212-526-4194 rahul,dembla @ barclays,com Listing continued 136 The Bond Buyer's Municipal Marketplace® Fall 2013 www,munirnarketplace.com DEALERS & UNDERWRITERS NEW YORK buffalo ROOSEVELT & CROSS, INC. Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, industrial Dev, Public Facilities, Transportation, Utilities Member: SIFMA FINRA SIPC MSRB 295 Main 5t., Ste. 718 Buffalo, NY 14203-2507 Tel: 716.856.6950 Fax: 716-847-0463 www.roosevelt-cross.com DTC: 0352 NSCC: 0352 Alpha: RGRS Tax ID: 13-2728032 Clear Thru: J.P. Morgan Clearing Corp. Experience: Underwriter Main Office: New York, NY David C. Wagner, SVP & Mgr • Joseph Haller, SVP John M. Canty, VP Sally A. Guerin, Adrnin Asst • Huntington STERN BROTHERS & CO. Issue Specialization: Education, Electric Power, Environmental Facilities, - General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member: FINRA SIPC 6 Colonial Dr. Huntington, NY 11743 Tel: 631-692-4984 Email; dlocascio©sternbrothers.com www.sternbrothors.com DTC: 0443 NSCC: 0443 Alpha: SBRO Tax ID: 43-1357568 Experience; Underwriter Donna LoCascio, VP dlocascio@sternbrothers.com • New York ACADEMY SECURITIES, INC. Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member: FINRA SIPC MSRB One Chase Manhattan Plaza 39th Fl. Now York, NY 10005 Tel: 646-205-0248 Fax: 646-205-0241 EmaIC rcoresa@academysecuritlos.com www,academysecu rities.com DTC: 0352 NSCC: 0352 Alpha; ACAD Tax ID: 36-6822658 Clear Thru: JPMorgan Clearing Corp. Certified Disabled Veteran Business Enterprise (DVBE) Service Disabled Veteran Owned Small Business (SDVOSB) Minority Business Enterprise (MBE) MUNICIPAL BOND DEPARTMENT Robert L, Ceresa, Mng Dir Pub Fin/Muni Bond Prin, 646-205-0248 CELL; 914-715-2138 rcerosa @academysecurilles.com Michael Boyd, Chief Compliance Off/Muni Bond Prin, 646-736-3995 Fax; 646-205-0241 mboyd@academysecurilles.com Jeff Goldstein, SVP, Muni Underwriter & Trader, 646-205.0249 CELL: 914.589.2281 igoldstein@acadernysecurities.com PUBLIC FINANCE Francis MoKenna, Mng Dr, Head of East Coast Pub Fin, 646-213-3791 Imckenna @ academysecu ri l ies,com Sadie Millard, Assoc, 646.736.1716 smiltard@acadompeouritles.com EAST COAST EQUITY TRADING Michael Naldrich, Mng DIY, Head of East Coast Eqully Trading, 646-205-0244 CELL: 609-306-8083 mnaidrich @ acado mysecuritles.com William McKeown, Dir, 646-248-7960 wmckeown @ academysacuri lios:com Mark Bavaro, Registered Rep, 646.205.0240 mbavaro @ academysecu ritles,00m Timothy Coughlin, SVP, 646-213-0144 tcoughlln @academysecu rities.com James McDevitt, SVP, 646.205.2262 jmcdevitt O acadomyseourities.com Stephen Steinthal, SVP, 646.736.6152 setel Mh al e aoadomyeeeurilies.corn Gonzalo Mocorrea, VP, 646.502.8166 gm000rrea@academysocuritles.com INVESTMENT BANKING Walter Bailey, Mng Dir, Head of Inv Bnkng, 646.205.7052 whalley@aoademysocuritios.com Patrick Perdue, Dlr, 646-736-2998 ppordue@academyseourItles.com Greg Van Schaack, Dir, Bus Dev, 646.213-3788 gvs@ academysecudtles.com FIXED INCOME AND DEBT CAPITAL MARKETS Michael J. Morris, Dir, 646.205.0262 mmorrls@ooadomysecurIllos.com BANK OF AMERiCA MERRILL LYNCH Merrill Lynch, Pierce, Fenner & Smith Inc. Derivative Services: Dealer/Trading, Public Finance, Capital Markets Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, i-lealth Care, Housing, Industrial Dev, Public Faclllties, Transportation, Utilities One Bryant Park 9th FI, New York, NY 10036 ' Fax: 646-855-0966 Experience: Underwriter MUNICIPAL MARKETS MUNICIPAL MARKETS MANAGEMENT John Lawlor, Mng Dir, 212-449-2189 Rosalie Bellia, Mng Dir, COO, 646-855-3154 MUNICIPAL MARKETS TRADING & UNDERWRITING David F. Andersen, Mgr, Mng Dir, 212-449-5081 Listing continued 128 '1'he Bond Buyer's Municipal Marketplace® Spring 2014 www.munimarketplacc.cam .ankof,Amerha Morrill Lyttclt "Bank of America Merrill Lynch' Is the marketing nar Corporation. Lending, derivatives, and other con of Bank of America Corporation, Including Bank investment banking activities are performed id( (investment Banking Affiliates"), including, In th Merrill Lynch Professional Clearing Corp., both of w other Jurisdictions, by locally registered entities, In Insured • May Lose Value • Are Not Bank Guarantec The Bond Buyer's Municipal N, DEALERS & UNDERWRITERS NEW YORK New York BANK OF AMERICA MERRILL LYNCH coot. UNDERWRITING David F. Andersen, Mng Dir, 212-449-5081 Robert C, Barber, Mng Dir, 212.449.5081 Brendan Troy, Mng Dir, 212.449.5081 Catherine Crews, Dir, 212.4495081 Heather Kelly, VP Jaclyn Mischler, VP MUNICIPAL. TRADING Thomas Pease, Mng Dir, 212-449-7360 Dan Blankenship, Dir, 212-449-5032 David Chang, Dir, 212.449.5026 Craig L. Gallimoro, Dir, 212-449-5056 Jamie Doffermyre, Dir, 212-449-5032 Molissa Plunkett, Dir, 212-449-5032 Kurt Beck, VP, 212.449.5038 Filch Clark, VP, 212-449-4881 Matthew Hage, VP, 212-449-4881 JIII Hennessy, VP, 212-449-7360 Alan Intel, VP, 212-449-4881 Chris Johnson, VP, 212-449-7360 Shawn Manberg, VP, 212-449-7360 Robert Massari, VP, 212-449.4881 Graig Misohler, VP, 212-449-4881 Pallav Shah, VP, 212-449-5027 Cyril Swatko, VP, 212-449-7360 Kevin Swords, VP, 212-449-5026 Catherine Zhang, VP, 212-449-7360 Jordan Culbreath, Assoc, 212.449-4881 MUNICIPAL MONEY MARKETS Mona Payton, Mgr, Mng Dir, 212.449.5544 James Brewer, Dir Robert Holmes, Dir Robert Tomeny, Dir Paul Bode, VP Jim Mineo, VP, Trade Support, 212-449-5011 Cheryl Anthony, AVP, Trade Support Steve Glanville, AVP MUNICIPAL CAPITAL MARKETS GROUP Edward H. Curland, Mgr, Mng Dir, 212-449-7358 Ben Giardina, Mng Dir, 212-449-9972 James Nacos, Mng Dir, 212-449-7358 Dan Nussbaum, Mng Dir, 646.743.1377 Thomas Visone, Mng Dir, 646-743-1408 Philip A. Dobitsch, Dir, 212-449-9972 Todd Biaslak, VP, 212-449-7358 Kacie Carl, VP, 646.743.1316 Jarret Roth, VP, 212.449.9972 Brian Sullivan, VP, 212-449-0649 Jeffry Esqulvel, Analyst, 212-449-7358 NEW YORK MARKETING Tel: 212-449-7444 Craig Taylor, Dir Suellen Hartigan, VP Robed Wood, VP Katherine Gandy, Analyst Kendra Murray, Analyst Jillana Thomas, Analyst Thomas Visk, Analyst Elizabeth Stewart, VP, Boston, 617-946-4188 REGIONAL TRADING AND MARKETING OFFICES: WESTERN REGION 333 S. Hope St„ Ste. 2310 Los Angeles, CA 90071.2821 Fax: 213-345-9591 www.ml.com TRADING Tel: 213-345-4344 Brandi Harkins, VP MARKETING Tel: 213-345-4345 James Duckman, VP Bruce Huang, VP Rose Wang, VP SAN FRANCISCO REGION 101 California St, San Francisco, CA 94111 Tel: 415-913-6516 Fax: 415.953-6533 TRADING Chris Carpou, Mng Dir, 415-913.6516 MARKETING Sam Doran, VP, 415-627-2137 Grace Gaoaen, VP, 415-627-2137 SOUTHEAST REGION 101 E. Kennedy Blvd. Tampa, FL 33602.5179 Tel: 813-225.8180 Fax: 813.288•4235 www.ml.com MARKETING Lee Rudolph, VP, 813-225-8180 MIDWEST REGION 640 W. Madison St. Chicago, iL 60661 Tel: 312-869-6646 Fax: 312-701-1360 www,ml,com TRADING Tel: 312.869.6646 Jim Gatti, VP MARKETING Tel: 312-869-6666 Robert Barabas, VP INSTITUTIONAL CLIENT SERVICES Michael Jentls, Mng Dir, Salos Mgr, 212-449-5500 212-449-8300 George Lawrence, Mng Dir Thomas M. Byrnes, Dir Lynne A. Cavanaugh, Dir Carl Daniels, Dir Carey Egan, Dir Sherrie L. Feder, Bit David M. Lebosco, Dir Peter C. Milano, Dir Peter C. Renchard, Dir Kristin Starace, Pit Kevin Wank, Dir Tract Donovan, VP Coleman Lyons, VP Ken Nolan, VP Krishna Nukk, VP Andrew Ross, VP Thomas Murray, Assoc DEALER SALES Tel: 212-449-4322 Kristine Nukk, VP SALES ASSISTANTS Tel: 212-449-5500 Tol: 212-449-6800 Frank Mayo, VP Colleen Poole, VP Paul Bode, Assoc Thomas Murray, Assoc REGIONAL SALES OFFICES: BOSTON, MA Tel: 617-350-5802 D. Scott Beebe, Jr., Dir Justin Griffiths, Dir ,toe Connelly, VP PUBLIC FINANCE GROUP MANAGEMENT John Lawlor, Mng Dir, 212-449-2189 Edward C. Malmstrom, Mng Dir, 646-743-1366 Edward Sisk, Mng Dir, 646.743.1397 Rosaiia Bellia, Mng Dir, C00, 646-855.3154 Listing continuo(' 130 The Mond Buyer's Municipal Marketplace® Spring 2014 www.munintarketplace.com BANK OF AMERICA MERRILL LYNCH cont, PUBLIC FINANCE GROUP H. Jay Bellwoar, Mng Dlr, 215-446-7042 Jeffrey Bower, Mng Dlr, 213-345-9580 Joseph A. Branca, Mng Dir, 646.743.1310 Edward Burdett, Mng Pit, 415.913.2324 Jlm Calpin, Mng Dir, 646-743-1314 Stephen Cialbom, Mng Dir, 713-658-1252 Nancy Clawson, Mng Dlr, 312-537.6362 Coleman Cordell, Mng Dir, 321-527-7816 Chris Cronk, Mng Dir, 980-386.4520 Phillip J. DelVecchio, Mng Dir, 646-743.1328 Barbara K. Feldman, Mng Dir, 646.743-1329 Christopher Fink, Mng Dir, 646-743.1330 Darrel Flanei, Mng Dlr, 646-743-1333 Mitch Gold, Mng Dir, 646-743-1338 Tony Griffith, Mng Dir, 215-446-7015 Joseph Hegner, Mng Dir, 312-537.6373 Robert Junqua, Mng Dir, 646-743-1350 Gerald D. Knorr, Mng Dir, 648-743.1354 Phil Korot, Mng Dlr, 846-743-1355 Paul Ladd, Mng Dir, 617-350-5826 Frank Lauterbur, Mng Dir, 213.345.957E Thomas Liu, Mng Dir, 646-743-1361 Richard Meister, Mng Dir, 646-743-1372 Jeffrey D. Nowhams, Mng Dlr, 646.743.1375 David S, Notkln, Mng Dir, 046.743.1376 Kevin O'Brien, Mng Dir, 213-345-9576 Jose R. Pagan, Mng Dir, 305-468-4336 Basilio Paneque, Mng Dir, 305-442-6275 Carol Rein, Mng Dir, 646-743-1386 Bryon Rockwell, Mng Dir, 213.345.9585 Daniel P. Rosen, Mng Dir, 646.743.1387 Jason Russo, Mng Dir, 202-442-3982 Ralph A. Sagglomo, Mng Dir, 216.446-7075 Steve Schemmei, Mng Dir, 980-387-0105 Eugene P. Spinelli, Mng Dir, 215-446-7018 David Spirakis, Mng Dir, 646-743-1402 David A. Stephens, Mng Bit, 646-743-1403 Greg 206- Lawrel 415- Kenne 941- Sande Speno Eric CI Scott f Brad 0 Allegro Susan Zach N Patrick Kevin I James Mark F Adam Neil M. David I Terenc Carlos Kim Ni Jeannt Cody F Jorge I 787- Philip I Jeff Se Michell 312- Josepi• Curt SI Dalton Chris Sarah 980-. Keith 1 850 Wllllam 980-: Michele Bradfot 415-i Eric WI Matlhe 321-I Marta 646- John N 415-1 Andrea 415-i Jason I CoryC Allison 214 1 Corey t 646-; Craig E 213.1 The F5ond Buyer's Municipal Mai ,7 MIDWEST REGION 540 W. Madison St. Chicago, IL 60661 Tel:312.869.6646 Fax:312-701.1360 www, nhcom TRADING Tel: 312.669.6646 Jim Gotti, VP MARKETING Tel: 312.869.6660 Robert Barabas, VP INSTITUTIONAL CLIENT` SERVICES Michael Jontis, Mng 04,+ Mgr, 212-449-5500 212.449.8300 George Lawrence, MINI Thomas M. Byrnes, 911 Lynne A. Cavanaugh, D:t Carl Daniels, Dlr Carey Egan, Dir Sherrie L. Feder, Dir David M, Lobosco, Dir Peter C. Milano, Dir Peter C. Renchard, Drr Kristin Starace, Dir Kevin Wenk, Dir Traci Donovan, VP Coleman Lyons, VP Ken Nolan, VP Kristine Nukk, VP Andrew Ross, VP Thomas Murray, A6^44' DEALER SALES Tel: 212.449-4322 Kristine Nukk, VP SALES ASSISTANTS Tel: 212.449.5500 Tel: 212-449-6800 Frank Mayo, VP Colleen Poole, VP Paul Bode, Assoc Thomas Murray, Asset' REGIONAL SALES Cy5:4 BOSTON, MA Tel 617.350.5802 D. Scott Beebe, Jr., Dir Justin Griffiths, Dlr Joe Connelly, VP PUBLIC FINANCE GRL MANAGEMENT John Lawlor, Mng Dir, 212.449-2189 Edward C. Malmslrom 640-740.1366 Edward Sisk, Mng Dir, 646.743.1397 Rosalia BeIlia, Mng 646.855.8154 ()14 wwlv,IUluliI im1.(ll,lrcr..urn 1881CA MERnILL LYNCH ANCE GROUP oar, Mng Dir, 042 t+or. Mng Dir, 980 Branca, Mng Dir, 1310 Lett, Mng Dir, 324 ,Mng Dir, 646-743-1314 iborn, Mng D1r, 282 'mon, Mng Dir, (362 rdell, Mng Dir, 816 Mng Dir, 20 Vecchio, Mng Dir, 328 Feldman, Mng Dir, 329 Pink, Mng Dir, 1330 Mng Dir, 33 `(n9 Dir, 646-743-1338 Mng Dir, )16 r, Mng Dir, 73 Mng Dir, i0 rr, Mng Dlr, 84 n9 Dir, 646.743-1355 drag Dir, 617.350•5826 bur,, Mng Dir, 57 Mng Dir, 1)61 Ilor, Mng Dir, x72 -.whams, Mng Dir, 37i5 akin, Mng Dir, 176 Mng Dir, 76 n, Mng Dir, 16 Mng Dlr, Dir, 646-743-1386 Mng Dir, n. Mng Dir, • Mng Dir, 82 ,Homo, Mng Dir, 35 01, Mng Dlr, 15 in rlli, Mng Dh, Mng Dir, .1402 064 +ons, Mng Dir, 73 Greg Sundberg, Mng Dir, 206-358-2748 Lawrence Tonomura, Mng Dir, 416-627-3066 Kenneth Vallrugo, Mng Dir, 941-952-2820 Sandra Brinkert, Dir, 646-743-1312 Spencer Coker, Dlr, 646-743.1319 Eric Cowan, Dir, 314-466-8387 Scott Detar, Dir, 980.386.0889 Brad Gewehr, Dir, 646-743-1336 Allegra Ivey, Dir, 846-743.1342 Susan Jun, Dir, 312-537.6365 Zach Kau, Dir, 415-913-2771 Patricla King, Dir, 415-913-2776 Kevin Langlals, Dir, 646.743.1356 James Hang, Dir, 713-658-1265 Mark R, Liil, Dir, 646-743-1360 Adam Lorbert, Dir, 646-743.1362 Nell Matthews, Dir, 646.743-1368 David McCarthy, Dir, 646.743.1309 Terence Mieling, Dir, 312.637.6374 Carlos Montoya, Dir, 646-743.1373 Kim Nakahara, Dir, 415-627.3195 Jeanny Pak, Dlr, 646-743.1386 Cody Press, Dir, 213-345.9587 Jorge Rodriguez, Dir, 787-294-3412 Philip Rooney, Dir, 312-537.6363 Jeff Sahrbeck, Dir, 646-743-1389 Michelle Salomon, Dir, 312-537-6376 Joseph Santoro, Dir, 646.743.1391 Curt Shelmire, Dir, 214-209-2167 Dalton Smith, Dir, 713.658.1269 Chris Straub, Dir, 646.743.1404 Sarah Strickland, Dir, 980.380,5821 Keith Thompson, Dir, 850.454.1062 William Veronda, Dir, 980-387-0061 Michele Vobach, Dir, 214.209.7129 Bradford Walker, Dir, 415-913-2328 Eric Whaley, Dir, 206-358.4833 Matthew J. Williams, Dir, 321-527-7837 Martha J. Weeding, Dir, 646-743.1411 John Woodward, Dir, 415-913-2777 Andrew Alexander, VP, 415-627-3085 Jason Bormann, VP, 312-537-6377 Cory Cahlon, VP, 646.743.1313 Allison Caruso Israel, VP, 214-209-9992 Corey Czyzewski, VP, 646-743-1324 Cralg Dussinger, VP, 213-345-9579 DEALERS & UNDERWRITERS NEW YORK New York Russell Edghill, VP, 321-527.7828 Wesley Ellins, VP, 415.913.5727 Adam Gentzel, VP, 216-446.7027 Adam Glick, VP, 646-743-1337 Tim Rarte, VP, 046.743.0813 Andrew Hildroth, VP, 646-743-1607 Geoffrey Hoyes, VP, 215-446.7020 Evan Kist, VP, 312-537-6366 Ted Matozzo, VP, 215-446-7019 Lei Nelson, VP, 212-449.0629 Joe Pollock, VP, 415-913-2778 Rebecca Reape, VP,. 648.743-1385 Scott Robertson, VP, 980-386-0394 Chris Rohstedt, VP, 415.913.2327 Maulin Shah, VP, 646.743.1394 William Sicks, VP, 215.446.7021 Evan Sokolov, VP, 046-743.1398 Brett Southworth, VP, 646.743.1399 Jack Tsang, VP, 213.345.9578 Joseph Tursl, VP, 646-743.1406 Eugene Valentino, VP, 646-743.1407 Brandon Walker, VP, 214-209-5754 Edward Wohlleb, VP, 415-627-3082 Rebecca Briefel, Assoc, 646,743.1311 Zachary Carbone, Assoc, 415-913.2334 John Emerson, Assoc, 415.913.2779 Ashley Gunn, Assoc, 215-446-7017 Lisa Irizarry, Assoc, 646-743-1344 Matthew Jiang, Assoc, 646.743.1346 Jaky Joseph, Assoc, 646-743-1349 Tim McCue, Assoc, 646-743-1351 Chris Prugar, Assoc, 646-743-1384 Geoff Sauers, Assoc, 213-345-9583 Amanda Schlang, Assoo, 646-743.1353 Ian Spier, Assoc, 646-743-1401 Amanda Sutter, Assoc, 312.537.6369 Peter DelMoral, Analyst, 213-345-9597 Michelle Kim, Analyst, 646.746.1352 Robert O'Brien, Analyst, 646-743-1409 Alicia Shapiro, Analyst, 212-449-6522 Ryan Schell, Analyst, 646.743.1418 PUBLIC FINANCE GROUP REGIONAL OFFICES: Listing continued lie Bond Buyer's Municipal Marketplace® Spring 2014 a vww,munimarkcl.place.com 131 DEALERS & UNDERWRITERS NEW YORK New York BANK OF AMERICA meene.L LYNCH cont. BOSTON, MA Merrill Lynch, Piorce, Fenner & Smith Inc. 1 Financial Center Boston, MA 02111 Paul Ladd, Mng Dir, 617-350.5826 CHICAGO, IL Merrill Lynch, Pierce, Fenner& Smith Inc. 540 W. Madison SI. 281h F1. Chicago, IL 60661 Fax: 312-537-6379 www.ml.com Nancy Clawson, Mng Dir, 312-537-6362 Joe Bognor, Mng Dir, 312-537-6373 Ken Vallrugo, Mng Dir, 312-537-6371 Susan Jun, Dir, 312-537-6365 Terence Mleling, Dir, 312-537-6374 Phil Rooney, Dir, 312.537•6363 Michelle Salomon, Dir, 312-537.6376 Jason Bormann, VP, 312-537-6377 Evan Kist, VP, 312-537-6366 Amanda Sutter, Assoc, 312.537.6369 CORN- CABLES, FL Merrill Lynch, Piorce, Fenner & Smith Inc. 355 Alhambra Ctr., 16th FI 1 Alhambra Plaza, 15th FI Coral Gables, FL 33134 Fax: 212.293.9533 www.ml.com Jose Pagan, Mng DIr, 305-468.4336 Baslilo Paneque, Mng Dir, 305-442-6275 ST. LOUIS, MO Merrill Lynch, Piorce, Fenner & Smith Inc. 800 Market St. St. Louis, MO 63101.2510 Fax: 312-453-5390 Eric A. Cowan, Dir, 314-466-8387 WASHINGTON, DC Morrill Lynch, Piorce, Fenner & Smith Inc. 730 15th S1, NW Washington, DC 20005-1012 Fax: 312.453.6762 Jason J. Russo, Mng Dir, 202.442.3982 DALLAS, TX Merrill Lynch, Pierce, Fenner & Smith Inc. 901 Main St. Floor-11 TX1-492-11.24 Dallas, TX 75202 Fax: 214-209.2824 www,ml.corn Richard Meister, Mng Dir, 646-743.1372 Curt Shelmire, Dir, 214-209-2167 Michele Vobach, Dir, 214-209-7129 Allison Caruso Israel, VP, 214-209-9992 Brandon Walker, VP, 214-209.5754 HOUSTON,TX Merrill Lynch, Pierce, Fenner & Smith Inc. One Houston Center 1221 McKinney St., Ste. 3850 Houston, TX 77010 Fax: 713.893.4620 www.ml.com Steve Clalborn, Mng Dir, 713.658-1252 Jamie Liang, Dir, 713.658.1265 Dalton Smith, Dir, 713-658-1269 LOS ANGELES, CA Merrill Lynch, Pierce, Fenner & Smith Inc, 333 S, Hope St„ Ste. 2310 Los Angeles, CA 90071-1406 Fax: 213-785-6525 www.ml.com Frank Lautorbur, Mgr, Mng Dir, 213-345-9575 Jeffrey Bower, Mng Dir, 213-345-9580 Kevin O'Brien, Mng Dir, 213-345.9576 Bryon Rockwell, Mng Dir, 213-345-9585 Cody Press, Dir, 213-345-9587 Craig Dussinger, VP, 213-345-9579 Jack Tsang, VP, 213-345-9578 Geoil Sauers, Assoc, 213.345-9583 Peter DelMoral, Analyst, 213.345.9597 PHILADELPHIA, PA Merrill Lynch, Pierce, Fenner & Smith Inc. 1818 Market SI., 18th Fl, Philadelphia, PA 19103 Fax: 215-446-7045 www.ml.com 1-I, Jay Bellwoar, Mng Dir, 215-446-7042 Tony Griffith, Mng Dir, 215-446-7015 Carol Rein, Mng Dir, 215-446-7078 Ralph A. Saggiomo, Mng Dir, 215-446-7075 Eugene P, Spinelli, Mng Dir, 215-446-7018 Adam Geritzel, VP, 215-446-7027 Geoffrey Noyes, VP, 216-446-7020 Ted Matozzo,-VP, 215-446.7019 William Sinks, VP, 215-446-7021 Ashley Gunn, Assoc, 215.446.7017 CHARLOTTE, NC Merrill Lynch, Pierce, Fenner & Smith Inc. 214 N. Tryon St. Charlotte, NC 28255 Fax: 980.683-4783 Chris Cronk, Mng Dlr, 980-386.4520 Steve Schemmel, Mng Dir, 980-387-0105 Scott Deter, Dir, 980.386.0889 Sarah Strickland, DIr, 980-386-5821 William Veronda, Dir, 960.387-0061 Scott Robertson, VP, 980.386.0394 SAN FRANCISCO, CA Merrill Lynch, Pierce, Fenner & Smith Inc, 555 California St., Ste, 1160 San Francisco, CA 94104-1503 Fax:415.336.4112 www.ml.com Ed Burdett, Mgr, Mng Dir, 415-913-2324 Lawrence Tonomura, Mng DIr, 415-627-3086 Patricia King, Dir, 415-913-2776 Zech Kau, DIr, 415-913.2771 Kim Nakahara, Dir, 415.627-3195 Bradford Walker, Dir, 415-913-2328 John Woodward, DIr, 416-913.2777 Andrew Alexander, VP, 415.627.3085 Wesley Elilns, VP, 415-913-5727 Joe Pollock, VP, 415.913-2778 Chris Rohstedt, VP, 415-913-2327 Edward Wohllob, VP, 415-627-3082 Zachary Carbone, Assoc, 416-913.2334 John Emerson, Assoc, 415-913-2779 SEATTLE, WA Merrill Lynch, Pierce, Fenner & Smith Inc. Fiith Ave. Plaza Ste, 35 800 Fifth Ave. Seattle, WA 98104-3176 Fax: 206-358-3975 www.ml.com Greg Sundberg, Mng Dir, 206.358.2748 Eric Whaley, Dir, 206.358-4833 Listing continued BANK OF AMERICA MERRILL LYNCH cont. PENSACOLA, FL Merrill Lynch, Pierce, Fenner & Smith, Ina,- ._ _._. _. .._ _ 100 W. Garden St, Pensacola, FL 32502 Fax: 404-260-9873 Keith Thompson, Dir, 850-464-1062 SARASOTA, FL Merrill Lynch, Pierce, Fenner & Smith Inc. 1605 Maln St. Sarasota, FL 34236 Darrel Flanal, Mng Dir, 941-952-2823 Ken Vallrugo, Mng Dir, 941-952-2820 WINTER PARK, FL Merrill Lynch, Pierce, Fenner & Smith Inc. 250 S. Park Ave, Winter Park, FL 32789 Fax: 212-293-9533 Coleman Cordell, Mng Dir, 321-527-7816 Matthew J. Williams, Dir, 321-527-7037 Russell Edghlll, VP, 321.527-7828 Casey Brown, Analyst, 321-527-7828 RESEARCH - MUNICIPAL John Hallacy, Mng Dir, 646.743.1446 Susannah Page, Dir, 646-855-4513 Howard Sitzer, Dir, 646-743-1472 Elliot Mulch, VP, 646-743-1460 Tian Xla, VP, 646-743-1479 Clair Voorhees, Assoc, 646-743-1475 Galena Chan, Analyst, 646-743-1435 MUNICIPAL MARKETS LEGAL.! COMPLIANCE/GOV'T AFFAIRS Christine Walsh, 646.743-1410 Daniel E. Nussen, 646-855-0806 Kathleen A, Cromie, 646-743-1322 Craig Stites, VP, 980.388-5289 Grace Argano, Paralegal, 646-743-1302 David Lee, 646-743-1359 Angela Leitch, 980.683.4766 TRADE SUPPORT James Duffy, Din, Mgr, 846-356.2119 Robert Mascatello, VP, Syn Settlement, 212-449-7561 Dan Marcheslello, VP, 212-449-6124 Jim Mlneo, VP Muni Money Mkts, 212-449-5011 MUNI - ISO Davie 641 Bryor Anl DaVk 641 Sand Brad Jorge 78; Lai N Alicia 211 MUN TRAI Edwe 211 LE__14 Publi Isms 745 1 New Tel: www DTC: NSC Tax I Expe MAN RobE Dc rob Rob( 746 • New www PUB Kym 21 kyn John 21 job John 21 loh Char 21 oh( Johr 21 1oh Jam 21 jan 132 The Bond Buyer's Municipal Marketplace® Spring 2014 twv'.muuitnarketptacc,com The Bond Buyer's Municipal Iv Eugene P. Spinelli, Mng Dir, 215.4467018 Adam Gentzol, VP, 215-446.7027 Geoffrey Hoyes, VP, 215.440 Iola'" Ted Matozzo, VP, 215.446,7019 William Stoke, VP, 215.440.70 Ashley Gunn, Assoc, 215-440.70" CHARLOTTE, NC Merrill Lynch, Pierco, Fenner 8 Smith Inc, 214 N. Tryon St. Charlotte, NC 28255 '9 Fax:980-683.4783 Chris Cronk, Mng DIr, 980.386.4520 Steve Schimmel, Mng Dir, 980.387-0105 Scott Doter, DIr, 980.386.0889 Sarah Strickland, Dir, 980.386.5921 William Voronda, Dir, 980-387-0061 Scott Robertson, VP, 980-386.0394 SAN FRANCISCO, CA Merrill Lynch, Pierco, Fortner 5 Smith Inc. 555 California St., Ste, 1100 San Francisco, CA 94104.1503 Fax: 415.335-4112 www.ml.com Ed Burdett, Mgr, Mng DIr, 416.913-2324 Lawrence Tonornura, Mng Dir, 415.627.3086 Patricia King, Dir, 415.913.2770 Zach Kau, Dir, 415-913-2771 Kim Nakahara, Dir, 415-627,31m Bradford Walker, DIr, 415.913-2328 John Woodward, Dir, 415-913-2777 Andrew Alexander, VP, 415-627-3085 Wesley Elllns, VP, 415.913.0722 Joe Pollock, VP, 415.913.2770 Chris Rohstedt, VP, 415.913-2tI7 Edward Wohlleb, VP, 415-627-3082 Zachary Carbone, Assoc. 415-913-2334 John Emerson, Assoc, 415-913.2779 SEATTLE, WA Merrill Lynch, Pierco, Fenner & Smith Inc. Fifth Ave. Plaza Ste, 35 800 Fifth Ave. Seattle, WA 98104-3176 Fax: 206-358.3975 www,ml,com Greg Sundberg, Mng Dir, 206.358.2748 Eric Whaley, Dir, 206.358.4133 ListiV r'• 9 www.munimarketplare,rrnn ARK OF AMERICA MERRILL LYNCH tom'# SACOLA, FL rrl Lynch, Pierco, Fenner & 1h, Inc. W. Garden St, sacola, FL 32502 404.260.0873 f`.4i1h Thompson, Dir, 4150.454.1062 1ASOTA, FL rill Lynch, pierce, Fenner & h Inc, r Main St, sole, FL 34236 arrol Plano!, Mng Dir, 941-952.2823 q Vallrugo, Mng Dir, 41.952-2820 TER PARK, FL 41 Lynch, Pierce, Fenner & h Inc. S. Park Ave, er Park, FL 32789 212.293.9533 Amman Cordell, Mng Dir, z21.527.7810 1ihaw J. Williams, Dir, 21.527.7837 soli Edghill, VP, 821.527-7828 4y brown, Analyst, ' i-527-7828 O SEARCH • MUNICIPAL Hallacy, Mng DIr, 846.743.1446 -43annah Page, Dir, 646.855-4513` +ard Sitzer, DIr, 646-743-1472 t Mulch, VP, 646-743-1460 n .lia, VP, 046.743-1479 Voorhees, Assoo, 48.743-1475 Serra Chan, Analyst, 848.743.1435 OLINICIPAL MARKETS LEGAL/ `r'r1PLIANCE/GOV.T AFFAIRS kt.11ne Walsh, 646-743-1410 nor E, Nusson, 646-855-0806 2r2eon A. Cromie, 646-743.1322 61 Stiles, VP, 980.388.5289 Argeno, Paralegal, -743.1302 1 Lee. 646-743-1359 eta Leitch, 980.683-4766 DE SUPPORT anon Duffy, Dir, Mgr, 1145.356.2119 44 r4 Mascatello, VP, Syn britlament, 212-449-7551 Marchesiello, VP, 212-449.6124 Minn, VP Muni Money Mkts, 212.449.5011 MUNICIPAL PRODUCTS GROUP • ISSUER SOLUTIONS David A. Stephens, Mng Dir, Mgr, 646-743.1403 Bryon Rockwell, Mng Dir (Los Angeles), 213-345-9585 David Spirakis, Mng Dir, 646-743.1402 Sandra Brinkert, Dir, 646-743-1312 Brad Gewehr, Dir, 646.743.1336 Jorge Rodriguez, Dir (San Juan), 787-294-3412 Lel Nelson, VP, 212.449.0629 Alicia Shapiro, Analyst, 212-449-6522 MUNICIPAL CAPITAL MARKETS - TRADING & INVESTORS Edward Cudand, Mng Dir, 212-449-7358 BARCLAYS Public Finance Department Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Caro, Housing, Industrial Dev, Public Facilities, Transportation, Utilities 745 Seventh Ave., 19th El, Now York, NY 10019 Tel: 212-526-7000 www,barclays.com DTC: 0074 NSCC: 0074 Tax ID:13.2518466 Experience: Underwriter MANAGEMENT Robert Taylor, Mng Dir & Pub Fin Dept Head, 212-528-6027 robert.taylorl @barcloys,com Robert Taylor is located at: 745 Seventh Ave., 2nd FI. New York, NY 10019 www.barclays.com PUBLIC FINANCE MEMBERS Kym S. Amoral, Mng Dir, 212.526.6332 kym.arnone@barclays.com John H. Augustine, Mng DIr, 212-526.5436 john.auguslina@borclays.com John Daniel, Mng Dir, 212-526.3508 iohn.danlel@barclays.com Charles Ellinwood, Mng DIr, 212-526-6937 charles.ollinwood @barclays.com John Gerbino, Mng Dir, 212-526.3466 john.gerblno@barclays.com James F. Henn, Mng Dir, 212-526-2134 james,henn@barclays.com DEALERS & UNDERWRITERS NEW YORK New York JI Bak, Dir, 212-526-2355 ll.bak@bnrclays.com Casey Biegelsen, Dir, 212-526-7391 cosOy.bleyelson@barclays.com Williarn Bloom, Dlr, 212.526.1372 willia m.bloom a barclays,com Patrick Boyer, Dir, 212-528-1054 patrlck boyor @ barolays.com Hiran Cantu, Dir, 212-526-8026 hiran,cantu@barclays.com Rebut Dembla, DIr, 212-526-4194 rahuldernbla@barclays.com John Germain, Dir, 212-526-2787 John.germaln @barclays,com Curtis Harris, DIr, 212-526-3974 curtis.harrls@barclays.com Stephen E. Howard, Dir, 212.526.4083 steption.howard@barclays.com Anita Jones, Dir, 212-526-9631 anita.tonos @barclays;com James Kim, Dir, 212-526.4963 Iamos,s.klm@barclays.com Katherine Leo, Dir, 212-526-0928 katherino, I ee @ barclaya,com Joseph Monitto, Dir, 212-526.3267 tossph.monitto LUberclays.cem Christoph Muelbert, Dir, 212-526-0756 chrintoph.muslbortrd barclays,com David Stephan, Dir, 212.526-2343 d avid.stopha n @ ba rclays,com Gregory Williams, Dir, 212-526-7143 grogory.williams@ barclsys.com Elizabeth Yee, Dir, 212-526-8863 olizabelh.yee @ bardays,com Damian Busch, VP, 212-526-7612 damian. busch @ ba rclaya;aom Brian Frankel, VP, 212.526-0571 brlan.lrankul @ barclays,corn Meghan Gutekunst, VP, 212-526.4612 meghan.gulekunst@ barclays.corn Jeffrey Matthews, VP, 212-526-6362 jorfreysnatthews@barciays.com Chaffin Snider, VP, 212-526.4914 challin.solder@barclays.com Bryan Boeckmann, Asst VP, 212-412-3486 brya n.boockman n 8 barclays.com Ion Brie, Asst VP, 212-526-7608 i o n. h ri a@ b a rc l a y s. c o m Timothy Carey, Asst VP, 212.526.7177 tl moth y.cnrey2 a barclays.com Nicholas DiGeronimo, Asst VP, 212-526-7172 nIcholas.digeronimo@barclays.com Steven Guo, Asst VP, 212-526.7274 stovenvio@barclays.com William Haddad, Asst VP, 212-526-4725 willInm.hocIdad@borcIays.com Albers Luong, Asst VP, 212-526-1393 Listing continued I'Itt Bond Buyer's Municipal Marketplace® Spring 2014 www.numimarkctplace.cour 133 DEALERS & UNDERWRITERS NEW YORIC New York BANK OF A,MERICA MERRI LL LYNCH Merrill Lynch, Pierce, Fenner & Smith Inc. Derivative Services: Doaiedfrading, Public Finance, Capital Markets Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities One Bryant Park 9th FI. New York, NY 10036 Fax:646-855.0966 Experience: Underwriter MUNICIPAL MARKETS MUNICIPAL MARKETS MANAGEMENT John Lawlor, Mng Dir, 212.449-2189 Rosalia Bellla, Mng Dir, COO, 646-855-3154 MUNICIPAL MARKETS TRADING & UNDERWRITING David F. Andersen, Mgr, Mng Dir, 212-449-5081 UNDERWRITING David F. Andersen, Mng. Dir, 212-449-5081 Brendan Troy, Mng Dir, 212-449-5081 Catherine Crews, Dir, 212-449-5081 Joseph Lyna, Dir, 646-743-1364 Heather Kelly, VP Jaclyn Mohler, VP MUNICIPAL TRADING Thomas Pease, Mng Dir, 212.449-7360 Dan Blankenship, Dir, 212-449-5032 David Chang, 01r, 212=449-5026 Craig L. Gallimore, Dir, 212-449-5056 Melissa Plunkett, Dir, 212-449-5032 Kurt Beck, VP, 212-449.503B Rich Clark, VP, 212-449-4881 Matthew Hage, VP, 212.449.4881 Jill Hennessy, VP, 212-449-7360 Alan Intel, VP, 212-449-4881 Chris Johnson, VP, 212.449.7360 Coleman Lyons, VP, 212.449-7360 Shawn Manberg, VP, 212-449.7360 Graig Mischler, VP, 212.449.4881 Pallav Shah, VP, 212-449.5027 Cyril Swalko, VP, 212-449-7360 Kevin Swords, VP, 212-449-5026 Catherine Zhang, VP, 212-449-7360 Jordan Culbreath, Assoc, 212-449-4881 MUNICIPAL MONEY MARKETS Mona Payton, Mgr, Mng Dir, 212.449-5544 James Brewer, Dir Robert Holmes, Dir Robert Tomeny, Dir Paul Bode, VP Jim Mineo, VP, Trade Support, 212-449.5011 Cheryl Anthony, AVP, Trade Support Steve Glanville, AVP MUNICIPAL CAPITAL MARKETS GROUP Edward N, Outland, Mgr, Mng Dir, 212-449-7358 Ben Giardina, Mng Dir, 212-449-9972 James Nacos, Mng Dir, 212.449-7356 Dan Nussbaum, Mng Dir, 646-743-1377 Thomas Visone, Mng Dir,. 646-743-1408 Philip A. Dobitsch, Dir, 212-449-9972 Todd Blasiak, VP, 212-449-7368 Kacie Carl, VP, 646-743-1316 Jarret Roth, VP, 212-449-9972 Brian Sullivan, VP, 212-449.0649 NEW YORIC MARKETING Tel: 212-449-7444 Mona Payton, Mgr, Mng Dir Adam Glick, VP Suellen Hartigan, VP Kristine Nukk, VP Patrick O'Neil, VP Christopher Slabbings, Assoc Jillana Thomas, Assoc Thomas Visk, Analyst Elizabeth Stewart, VP, Boston, 617-946-4188 REGIONAL TRADING AND MARKETING OFFICES: WESTERN REGION 333 S. Hope St„ Ste, 2310 Los Angeles, CA 90071-2821 Fax: 213-345-9591 www,ml.com 126 The Bond Buyer's Municipal Marketplace® Fall 2014 TRADING Tel; 213.345.4344 Brandi Harkins, VP MARKETING Tel: 213-345-4345 James Duckman, VP Bruce Huang, VP Rose Wang, VP SAN FRANCISCO REGION 101 Calllornia St, San Francisco, OA 94111 Tel: 415.913.6510 Fax: 415-953-6533 TRADING Chris Carpou, Mng Dir, 416-913.6516 MARKETING Sam Doran, VP, 416-627.2137 Grace Gaoaen, VP, 416.627.1 SOUTHEAST REGION One Progress Plaza 200 Central Ave. Ste, 1400 St, Petersburg, FL 33701 Tel: 727-824-7336 Fax: 727-824-7301 www.ml.com MARKETING Lee Rudolph, VP MIDWEST REGION 540 W. Madison St. Chicago, IL 60661 Tel: 312-869-6646 Fax: 312-701-1360 www.ml.com TRADING Tel: 312-869-6646 Jim Gottl, VP MARKETING Tel: 312-869-6666 Robert Barabas, VP INSTITUTIONAL CLIENT SERVICES Michael Jenks, Mng Dir. Sales Mgr, 212-449-5500 212-449-8300 George Lawrence, Mng Dir Thomas M. Byrnes, Dir Lynne A, Cavanaugh, Dir Carl Daniels, Dir Carey Egan, Dir Sherrie L, Feder, Dir David M. Lobosco, Dir Peter C. Milano, Dir Peter C. Renchard, Dir Kristin Starace, Dir Kevin Wank, Dir Thomas Murray, VP Ken Nolan, VP Andrew Ross, VP Katherine Gandy, Assoc Listing ,v s www.muninuu•ketplacc.rom Wink of America 'Is,' Merrill Lynch r)r„s • i America Merrill Lynch' is the marketing name for omi;nr,niun. Lending, derivatives, and other commerc ry.nk ni America Corporation, Including Bank of An r,• ::,avt banking activities are performed globally ,ntiont Banking Affiliates'), Including, In the Unli L!rr I I yruh Professional Clearing Corp., both of which a =<,, oh, • I msdictions, by locally registered entities, Invest' r +rrslu(4i , May Lose Value • Are Not Bank Guaranteed.1)2 Hie Bond Buyer's Municipal Mar DEALERS & UNDERWRITERS NEW YORK New York BANK 09 AMERICA MERRILL LYNCH cont, DEALER SALES Tel: 212-449-4322 SALES ASSISTANTS Tel: 212-449.5500 Tel: 212-449-6800 Frank Mayo, VP Mike Wakim, AVP REGIONAL SALES OFFICES: BOSTON, MA Tel: 617-350.5802 D. Scott 13oobo, Jr., Dir Justin Griffiths, Dir Joe Connolly, VP PUBLIC FINANCE GROUP MANAGEMENT John Lawlor, Mgr, Mng Dir, 212-449-2189 Paul Critchlow, Mng Dir, 646.743.1321 Edward C. Malmstrom, Mng Dlr, 646.743.1366 Edward Sisk, Mng Dir, 646-743-1307 Rosalla Sonia, Mng Dlr, COO, 646.856.3154 PUBLIC FINANCE GROUP H. Jay Bellwoar, Mng Dir, 215.440.7042 Jeffrey Bower, Mng Dlr, 213-345-9580 Joseph A. Branca, Mng Dir, 646.743.1310 Jim Calpin, Mng Dir, 646-743-1314 Stephen Ciaibom, Mng Dir, 713-658-1252 Nancy Clawson, Mng Dir, 312-537-6362 Coleman Cordell, Mng Dir, 321-527.7816 Christopher Cowen, Mng Dir, 416-913-2329 Chris Crank, Mng Dir, 980-386-4520 Phillip J. DelVeochlo, Mng Dir, 646-743-1328 Barbara K. Feldman, Mng Dir, 646-743-1329 Christopher Fink, Mng Dir, 646-743-1330 Darrel Flanel, Mng Dir, 646-743-1333 Mitch Gold, Mng Dir, 646-743-1338 Tony Griffith, Mng Dir, 215-446-7015 Joseph Iiegner, Mng bir, 312-537.6373 Gerald D. Knorr, Mng Dir, 646-743-1354 Phil Korot, Mng Dir, 646.743.1355 Paul Ladd, Mng Dir, 617.350.5826 Frank Lauterbur, Mng Dir, 213-345.9575 Thomas Liu, Mng Dlr, 646-743-1361 Brent McDonald, Mng Dlr, 214-209-7473 Richard Meister, Mng Dir, 214-209-0191 Jeffrey D. Newhams, Mng Dlr, 646-743.1375 David S. Notkln, Mng Dir, 646.743.1376 Kevin O'Brien, Mng Dir, 213-345.9576 Jose R, Pagan, Mng Dir, 305.468.4336 Basilio Paneque, Mng Dir, 305-442.6275 Carol Rein, Mng •Dir, 646-743.1386 Bryon Rockwell, Mng Dir, 213-345-9585 Daniel P. Rosen, Mng Dir, 646-743-1387 Jason Russo, Mng Dir, 202-442-3982 Ralph A. Saggiomo, Mng Dir, 215-446-7075 Steve Schemmol, Mng Dir, 980-387-0105 Eugene P. Spinelli, Mng Dir, 215-446-7018 David A. Stephens, Mng Dir, 646-743-1403 Greg Sundberg, Mng Dir, 206.358.2748 Lawrence Tonomura, Mng Dir, 415.627.3086 Kenneth Vallrugo, Mng Dir, 941.952-2820 Sandra Brinkert, Dir, 646-743-1312 Spencer Coker, Dir, 646-743-1319 Eric Cowan, Dir, 314-466.8387 Scott Dolor, Dir, 980.386-0889 Brad Gowehr, Dir, 646.743.1336 Allegra Ivey, Dlr, 646-743-1342 Susan Jun, Dir, 312-637.6365 Robert Junqua, Dir, 646-743-1350 Patricia King, Dir, 415.913.2776 Kevin Langlais, Dir, 646.743-1356 Mark R. Liff, Dir, 646.743.1360 Adam Lorbert, Dir, 646.743-1362 Neil Matthews, Dlr, 646.748.1368 David McCarthy, Dir, 646-743-1369 Carlos Montoya, Dir, 646.743.1373 Klm Nakahara, Dir, 415-627-3195 Jeanny Pak, Dlr, 646-743-1386 Cody Press, Dir, 213-346.9587 Anthony Renzo, Dir, 212-449-0558 Jorge Rodriguez, Dir, 787-294-3412 Philip Rooney, Dir, 312-537-6363 Michelle Salomon, Dir, 312.537.6376 Joseph Santoro, Dir, 646-743-1391 Curl Shelmiro, Dir, 512.337-2360 Dalton Smith, Dir, 713-658-1269 Evan Sokolov, Dir, 646-743-1398 Chris Straub, Dir, 646-743-1404 Sarah Strickland, Dir, 980-386-5821 Keith Thompson, Dir, 850.454.1062 William Veronda, Dir, 980.387.0061 Michele Vobach, Dir, 214-209.71 Bradford Walker, Dir, 415-913-2328 Eric Whaley, Dir, 206-358.4833 Matthew J. Williams, Dir, 321.527.7037 Martha J. Wooding, Da, 646-743-1411 John Woodward, Dir, 415-913-2777 Andrew Alexander, VP, 415-627-3086 Jason Bormann, VP, 312.537- Allison Caruso Israel, VP, 214.209.9992 Corey Czyzewski, VP, 646-743-1324 Craig Dussinger, VP, 213.345.9579 Wesley Etlins, VP, 415-913.5727 Adam Gontzol, VP, 215.446.702 Tim Harte, VP, 646-743-0813 Andrew Hildreth, VP, 646.743.11 Geoffrey Hayes, VP, 215.446., Jaky Joseph, VP, 646-743-134 Ted Matozzo, VP, 216-446.701 Joshua Neaman, VP, 312.537-6372 Lel Nelson, VP, 212.449.0629 Joe Pollock, VP, 415.913.27711 Rebecca Reapo, VP, 846.743-1385 Scott Robertson, VP, 980-386-0394 Chris Rohstedt, VP, 415.913.2 Maulin Shah, VP, 846-743.1sq William Sinks, VP, 215.446.701'1 Brett Southworth, VP, 646.743.1399 Jack Tsang, VP, 213-345.9570 Joseph Tursl, VP, 646.743.14 Eugene Valentino, VP, 646-743-1407 Brandon Walker, VP, 214-209-5754 Simon Wirecki, VP, 213-345.95$ Edward Wohllob, VP, 415-627-3082 Peter Allen, Assoc, 213-345.9f, Max Bosworth, Assoc„ 646-723-1326 Matthew Bowen, Assoc, 980-367-5788 Rebecca Briefei, Assoc, 646-743-1311 Zachary Carbone, Assoc, 646-743-1417 John Emerson, Assoc, 416-913.2779 Sheldon Epps, Assoc Brian Fitzpatrick, Assoc, 215-446-7031 Lisa Irizarry, Assoc, 646.743-134 Matthew Jiang, Assoc, 646.743.1346 Listing ••. ••, 128 The Bond Buyer's Municipal Marketplace® Fall 2014 www,nnnlimru•ketplace,conr OF AMEIRICA MERRILL LYNCH aglo Kim, Assoc), 646-743.1352 McCue, Assoc, 646-743-1351 rvi O'Brien, Assoc, 10-743.1409 Nagar, Assoc, 646-743-1384 i iinuere, Assoc, 13.345-9683 r So hnl:, Assoc, 312-537.6369 Arrda tichlang, Assoc, 16. 43-i3511 <Ia Salome, Assoc, 397--2777 y Washington, Assoc, ,.4 13.2334 r Anderson, Analyst ern Bacon, Analyst, 913.2326 y Brown, Analyst, 1.627-7828 n Chin, Analyst on Culler, Analyst, 6 743.1419 Czarnecki, Analyst, 1.743-1305 Ramaric, Analyst )(arah%I(Idia, Analyst Pierce, Analyst, it(-743.1421 k Ropko, Analyst Shapiro, Analyst, •449.6522 eth Varughese, Analyst, 855-1292 yr Wang, Analyst, '313-2107 IC FINANCE GROUP NAI.OFFICES: . +ON, MA it Lynch, Pierce, Fenner & Inc. Orval St., 9th FI. n. MA 02110 ,1 Ladd. Mng Dir, 617.350.5826 , IL r I.ynrh,ACOPierce, Fenner & Inc. r= Madison St, GI, ,00,IL 60661 i 12-537-6379 ,nl c:om 8 Clawson, Mng Dir, ,.537.6362 ik.egner, Mng Dir, •537.6373 -a!lrugc, Mng Dir, -637.6371 Jun, Dir; 312-537.6365 raooney, Dir, 312-537-6363 to Salomon, Dir, • 1.537-0376 (ionnnnn, VP, 312-537.6377 ,( Newnan, VP, ,-537.0372 Ryan Schc CORAL Ci Merrill Lyn. Smith Inc. 355 Alham 1 Alhamhn Coral Gabl Fax: 212-2 www.ml,co Jose Paga 305-488 Basilio Par 305.442• ST, LOUIS Morrill Lyn( Smith Inc. 800 Marko St. Louis, i Fax: 312-4 Eric A. Cor WASHING' Merrill Lyn( Smith Inc. 730 15th S Weshingto! Fax: 312-4 Jason J. R 202-442- DALLAS, 1 Merrill Lyn( Smith Inc. 901 Main Floor 11 TX1.492-1' Dallas, TX Fax: 214-2. www.ml.co, Brent Mat/ 214.209• Richard Mr 214-209- Curt SheIrr Michele Vo Allison Car 214-209- Brandon I/O 214-209- HOUSTON Merrill Lyn( Smith Inc. One Houst, 1221 Mokir Houston, 'r Fax: 713-8! www.ml.cor Steve CIaI 713.658- Dalton Smi LOSANGE Merrill Lyn( Smith Inc. 333 S. Hop I he Bond Buyer's Municipal Mark NI Korot, Mng DIr, 646.743.1356 aul Ladd, Mng Dir, 617.350-5826 'ank Lauterbur, Mng DIr, 213.346-9575 somas Liu, Mng Dir, 646-743.1361 ant McDonald, Mng Dir, 214-209.7473 chard Meister, Mng Dir, 214.209.0191 they D, Nowharns, Mng D1r, 546-743-1375 ivfd S. Notkin, Mng DIr, 346-743.1376 vin O'Brien, Mng DIr, 13.345.9576 la H, Pagan, Mng Dir, 100-460.4336 sllio Panequo, Mng Dir, 105.442.6275 rol Hein, Mng Dir, 646.743.1386 on Rockwell, Mng Dir, 13.345-9585 llol P. Rosen, Mng Dir, 46-743-1387 on Russo, Mng DIr, 02.442.3982 oh A. Saggiomo, Mng Dir, 15-446.7075 io Schrammel, Mng DIr, 90.387-0105 one P, Spinelli, Mng DIr, 16.446.7018 id A, Stephens, Mng Dir, 15-743.1403 1 Sundbarg, Mng Dir, 10-358-2748 ronco Tonomura, Mng Dir, 6.627-3086 loth Vallrugo, Mng Dir, 1-952.2820 Ira Brinkert, Dir, 646-743-1312 icor Coker, Dir, 646-743.1319 Cowan, Dir, 314.466.8387 Dotar, Dir, 080-386.0889 Gowehr, Dir, 646-743.1336 ra Ivey, Dir, 646.743-1342 n,lun, Dir, 312.537.6365 it Junqua, Dir, 646-743.1350 :la King, Dir, 415-913-2776 Langlais, Dir, 646-743-1356 11. Lill, Dir, 640-743.1360 Lorbert, DIr, 646-743.1362 4atthews, DIY, 646.743.1368 McCarthy, Dir, 646.743.1369 Montoya, Dir, 645-743.1373 lakahara, DIr, 415.627.3195 'y Pak, DIr, 646.743-1386 Pross, Dir, 213-345-9587 fry Renzo, DIr, 212-449-0558 Rodriguez, Dir, -294-3412 Rooney, DIr, 312-537-6363 In Salomon, Dir, 537-6376 rSantoro, DIr, 646.743-1391 helmiro, Dir, 512-397-2360 Smith, Dir, 713.050.1269 lokolov, Dir, 646-743.1398 3lraub, Dir, 646-743.1404 Strickland, Dir, 386-5821 Koi111 Tlr''- 850.454 William Vora: 980-361.41 Michele Vvfi:4 flradlord W4 i 416-913•P3 Eric Whrll' Matthew J 5; 321.5274- Martha J. i' 646.743 t; John Wo18 415.9111; Andrew +, 415.821,a ( Jason (301n14 Allison Coca, 2.14.2011- Corey C7t' 646-.743.1 Craig Da* 213.30,4i Wesley 11'•{l, Adorn Genf Tim Hadta. rye Andrew Hikkutt Geoffrey sal Joky Jos0.1,_ Ted Matoxi Joshua 3''0-;r 312.537 t7 Lei Nilson, w ' Joe Pall,',;k, l Rebecca 3'' 646.743-1 Scolt Rohl'-' 980-386 ' `. Chris R011rr E Moulin Shah. William Storm ' Broth Sou" 1 l- 646-743•" Jack Tung. VP, ,losepll Tore' 111' Eugene Val,,'.r, 646-743 '44 Brandon WOO 214.209•6"-1 Simon Wire,A='+' Edward Wbu"= Yam` -_ 415.627 1.114 Peter Allen Awe., a Max 13osworin. 046.723-13i?i' Mallllcw 080-387 '`'r, Rebecca Beerer 646.743.13111 -Lechery 646.743.141 John Emerson, k 415-913.2771 Sheldon Epps Brian Filzpall' u- '..- 715 446 7(/'31 Lisa Irizarry t'- - Matlhew Jiang 046-743. 34ii ,u•lcelplacee Fall 2014 wwtv.mnuima13.111 .,.a 4,Yf10tl 43•1352 11351 Tiyan Schell, Assoc, 312-537-6369 CORAL CABLES, FL Morrill Lynch, Pierce, Fenner & Smith Inc. 355 Alhambra Ctr., 16th FI '1384 1 Alhambra Plaza, 15th FI Coral Gables, FL 33134 Fax: 212-293-9533 6369 www.ml.com 't60.5826 43 & 5305 4-t1'3313 37-6377 Jose Pagan, Mng DIr, 305.468.4336 Basilic) Panequo, Mng Dir, 305-442-6275 S'1', LOUIS, MO Morrill Lynch, Pierco, Fenner & Smith Inc. 800 Market St. St, Louis, MO 63101-2610 Fax: 312-453-5390 Eric A. Cowan, Dir, 314-466-8387 WASHINGTON, DC Morrill Lynch, Pierce, Fenner 8 Smith Inc, 730 15th St. NW Washington, DC 20005-1012 Fax: 312-453-6762 Jason J. Russo, Mng Dir, 202.442-3982 DALLAS, TX Merrill Lynch, Pierce, Fenner & Smith Inc. 901 Main St. Floor 11 TX1-492.11.24 Dallas, TX 75202 Fax:214-209.2824 www.ml.com Brent McDonald, Mng Dir, 214.209-7473 Richard Meister, Mng Dir, 214.209-0191 Curt Shelniire, Dir, 214-209-2167 Michele Vobach, Dir, 214-209-7129 Allison Caruso Israel, VP, 214-209-9992 13randon Walker, VP, 214.209.6754 HOUSTON, TX Merrill Lynch, Pierce, Penner & Smith Inc. One Houston Center 1221 McKinney St., Ste. 3850 Houston, TX 77010 Fax: 713.893-4620 www,ml,com Steve Claiborn, Mng Dir, 713-658.1252 Dalton Smith, Dir, 713.658-1269 LOS ANGELES, CA Merrill Lynch, Pierce, Fenner & Smith Inc. 333 S. Hope St., Ste. 2310 Bum \iunicipal Marketplace® fall 2014 DEALERS & UNDERWRITERS NEW YORK New York Los Angeles, CA 90071. 1406 Fax:213-780.8525 www.rnl.com Frank Lauteibur, Mgr, Mng Dir, 213.345.9575 Jeffrey Bower, Mng Dir, 213.345.9580 Kevin O'Brien, Mng Dir, 213.345-9576 Bryon Rockwell, Mng DIr, 213.345.9585 Cody Press, Dir, 213.345.9587 Craig Dussinger, VP, 213-345-9579 Jack -Tsang, VP, 213-345-9578 Simon Wireckl, VP, 213.345-9593 Peter Allen, Assoc, 213.345.9597 Geoff Sauers, Assoc, 213-345.9583 PHILADELPHIA, PA Merrill Lynch, Pierce, Fenner & Smith Inc. 1818 Market St., 18th FI. Philadelphia, PA 19103 Fax: 215-446-7045 www,ml,com H. Jay Bellwoar, Mng Dir, 215-446-7042 Tony Griffith, Mng Dir, 215.446-7(115 Carol Rein, Mng Dir, 215.446-7078 Ralph A. Saggiomo, Mng DIr, 215.446.7075 Eugene P. Spinelli, Mng Dir, 215-446.7018 Adam Gentzel, VP, 215.446.7027 Geoffrey Noyes, VP, 215-446-7020 Ted Matozzo, VP, 215.446-7019 William Sicks, VP, 215.446.7021 Brian Fitzpatrielc, Assoc, 215-446-7031 CHARLOTTE, NC Merrill Lynch, Pierce, Fenner '& Smith Inc. 214 N. Tryon St. Charlotte, NC 28255 Fax: 980.683.4783 Chris Crank, Mng Dir, 980-386-4520 Steve Schemmel, Mng Dir, 980-387.0105 Scott Deter, Dir, 980.386-0889 Sarah Strickland, Dir, 980.386.5821 William Veranda, Dir, 980.387-0061 Scott Robertson, VP, 980-386-0394 Matthew Bowen, Assoc, 980.387.5'788 1lslinrl continued wwtvo luniulluikell')lacv.coul 129 DEALERS & UNDERWRITERS NEW YORK New York BANK OF AMERICA MERRILL LYNCH cons, SAN FRANCISCO, CA Merrill Lynch, Pierce, Fenner & Smith Inc. 555 California St., Ste. 1160 San Francisco, CA 94104-1503 Fax: 415-335-4112 www.ml.com Christopher Cowen, Mng Dir, 415.913.2329 Lawrence Tonomura, Mng DIr, 415.627.3086 Patricia King, Dir, 415-913-2776 Kim Nakahara, Dir, 415-627-3195 Bradford Walker, Dir, 415-913-2328 John Woodward, Dir, 415-913-2777 Andrew Alexander, VP, 415-627-3085 Wesley Ellins, VP, 415-913-5727 Joe Pollock, VP, 415.913.2778 Chris Rohstedt, VP, 415-913-2327 Edward Wohlleb, VP, 415-627-3082 John Emerson, Assoc, 415-913-2779 Shelby Washington, Assoc, 415-913-2334 Rebecca Bacon, Analyst, 415-913-2326 Andrew Wang, Analyst, 415-913-2107 SEATTLE, WA Merrill Lynch, Pierce, Fenner & Smith Inc. Fifth Ave. Plaza Ste. 35 800 Fifth Ave. Seattle, WA 98104-3176 Fax: 206-358-3975 www,ml,com Greg Sundberg, Mng Dir, 206-358-2748 Eric Whaley, Dir, 206.358.4833 PENSACOLA, FI- Merrill Lynch, Pierce, Fenner & Smith, Inc. 100 W. Garden St. Pensacola, FL 32602 Fax: 404-260-9873 Keith Thompson, Dir, 850.454-1062 SARASOTA,FL Merrill Lynch, Pierce, Fenner & Smith Inc. Sarasota Square BC 8111 Beneva Rd. S. Ste. 202 Sarasota, EL 34238 Darrel Fiona!, Mng Dir, 941-350-2000 Ken Valirugo, Mng Dir, 941-952-2820 WINTER PARK, FL Merrill Lynch, Pierce, Fenner & Smith Inc. 260 S. Park Ave. Winter Park, FL 32789 Fax: 212-293-9533 Coleman Cordell, Mng Dir, 321-527-7816 Matthew J. Williams, Dir, 321-527-7837 Casey Brown, Analyst, 321-527-7828 RESEARCH - MUNICIPAL Philp Fischer, Mng Dir, 646-743-1446 Phil Gaidl, Mng Dir, 646-556-2908 Celena Chan, Analyst, 646-743-1435 Emily Korot, Analyst, 646-743-1475 Yingchon LI, Analyst, 646-855-4513 MUNICIPAL MARKETS LEGAL/ COMPLIANCE/GOV'T AFFAIRS Christine Walsh, 646-743-1410 Daniel E. Nussen, 646-855-0806 Kathleen A. Cromie, 646-743-1322 Grace Argano, Paralegal, 646-743-1302 David Lee, 646-743.1359 Angela Leitch, 980-683-4766 TRADE SUPPORT James Duffy, DIr, Mgr, 646.356.2119 Robert Mascatello, VP, Syn Settlement, 212.449.7551 Dan Marchesiello, VP, 212-449-6124 Jim Mineo, VP Muni Money Mkts, 212.449.5011 MUNICIPAL PRODUCTS GROUP - ISSUER SOLUTIONS David A. Stephens, Mng Dir, Mgr, 646-743.1403 Sandra Brinkert, DIr, 646-743-1312 Brad Gewehr, DIr, 646-743-1336 Anthony Renzo, DIr, 212.449.0558 Christopher Straub, DIr, 646.743.1404 Lel Nelson, VP, 212-449-0629 Jason Chin, Analyst Alicia Shapiro, Analyst, 212-449-6522 MUNICIPAL CAPITAL MARKETS - TRADING & INVESTORS Edward Curland, Mng Dir, 212-449-7358 BARCLAYS Public Finance Department Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care Housing, Industrial Dev, Putik Facilities, Transportation, Utilities 745 Seventh Ave„ 19t11 FI, New York, NY 10019 Tel; 212-526-7000 www.barclays.com DTC: 0074 NSCC: 0074 Tax ID: 13-2518466 Experience: Underwater MANAGEMENT Robert Taylor, Mng DIr & Munis, 212-528-6027 robert.laylori @barclays.com Robert Taylor is located at: 745 Seventh Ave., 2nd FL New York, NY 10019 www.barciays.com PUBLIC FINANCE MEMBERS Kym S. Amore, Mng DIr, 212-526-6332 kym,arn one @ barclsys.com John H, Augustine, Mng DIr, 212.526.5438 john.augustine @ bsrcl ays,com John Daniel, Mng Dir, 212-526-3508 john.daniel @ barclays.com Charles Ellinwood, Mng Dir, 212-526-6937 chaxles,ellInwood @ barolays.omn John Gerbino, Mng Dir, 212.526-3466 lohn.gerbino @berclays,00m James F. Henn, Mng Dir, 212-526-2134 James. hen n A barclays.com Ji Bak, Dir, 212-526-2355 jt.bak@barclays.com Casey Biegelsen, DIr, 212-526-7391 casey,blegelsen @barclays.com William Bloom, DIr, 212.526.137p willlam.bloom@barclays.com Patrick Boyer, DIr, 212-528.105t paldck.boyer@ barclays,com Hiran Cantu, Dir, 212.526.8026 hlran.cantu@barolays.com Jonathan Debrioh, Dir, 212.528.8095 jonathan.dobrichO barclays.com Rahul Dembla, DIr, 212-526.419t rahuldembla@barclays.com Curtis Harris, DIr, 212-520-3974 curlis.harrls@ harolays.com Stephen E. Howard, DIr, 212.526.4083 stephon.howard @ barclays,com Anita Jones, DIr, 212-526.9631 anitajones @ barclays.co m Listing cox 130 The Bond Buyer's Municipal Marketplace© Fall 2014 wwwanunin•tarketplace,corn ARCLconk ammine Lee, ranr,dnoAY6.l ee barclays,com Dir, 212-526.0928 Joseph Monitto, Dir, 212-526-3297 gooph.monItIo@barclays.com Chhstoph Muelbert, , 212.0758 r,:•' tnph.muelbert@barciays,comDir >av d Step.526han, DIr, 212-526-2343 oamistephan@barclays.com regory Williams, Dir, 212.526.7143 grsgory,wllllams O ba rclays,cam Damian Busch, VP, 212-526-7612 eorwan.busch @ barclays,com onnoth DISabato, VP, 212-528.2917 kennolll.diaabalo@ ba rclays.com dan Frankel, VP, 212-526-0571 11nati.trankel@barclays.com teghan Gutekunsl, VP, .4 mx7212.526rlan.guteku612nsl @ ba rclays.com -Jeffrey Matthews2@s, bVarPcl,ays.com ChsjahelalmnynmS66eee3r@wr6,bVaPrr, la2ys12co-5m26.4914 Bryan Boeckmann, Asst VP, 212-412-3486 br1a'.t oeckmann@barelays:com on Brio, Asst VP, 212-526-7608 bn.bna6barelays.com tmothy Carey, Asst VP, 212.526.7177 Ernothy.carey2 @ barcl ays.com cholas DIGeronimo, Asst VP, 212.526.7172 nicholas.digeronlmo @ barolays.00m von Guo, Asst VP, 212.526.7274 3toven, guo @ barclays,com i!Ilam Haddad, Asst VP, 212.526.4725 aalinmhaddad @barclays.com art Luong, Asst VP, a12.528.1393 elbortJuong@ barclays.com 2shida Mason, Asst VP, 212.526.7284 rehlda.mason @barclays.com ihaei Zarrella, Asst VP, 212-526-7218 to ehaoLzarrella @barclays,com ksoy Andriyenko, Analyst, 2,eik2s.e5y2.a6n-titr4ty5seriko@borclays.com eksey.andriye12.526.1456nko@barclays.com ntando Asuncion -Cruz, Analyst, 212.526.0796 nml ando.astmclon-Cruz @ barolays.com :a�thy Carson, Analyst, 212-526-4816 lrrrothy.carson @ barclays.com Quid Colletta, Analyst, 12.526.0279 c,cid.colletta @ barclays.com rinika Havnaer, Analyst, 212-526.7428 i niko.havnaar@barclays.com ;nicio Herrera, Analyst, -12.526-7782 ,mcio,horre ra @ barclays,com .•e Kanellias, Analyst, - r 12rn.Y,nnslllas@526-8967barclays.com WIIIiam Malket 212-256-141 william,malkevl Lorenzo Mond 212.526-456 lorenzo,monde Gregory Pallor 212-526-217 gregory.pellorre Pooja Shah, At pooja.shahfsbs Emily Wolf, An emily.wolf @bar. PUBLIC FINAN OFFICES ATLANTA 3344 Peachtree Atlanta, GA 302 Fax: 212.419-21 www,barclays,ct Teri Hartman, N (Healthcare), • tea/tartman@ha BOSTON 125 High St., 16 Boston, MA 021 Fax: 617-330-58 www.barclays.00 Paul Haley, Mng paul,haley@barci Robert Hillman, I robert,hlllmanON Patrick Landers, patdck,landersOt Brandon Wolansl 617.330-5851 brandon.wolanekh CHICAGO 190 S, LaSalle S1 Chicago, iL 6060; Fax: 312.609-837 www.barclays,con Carole Brown, Mr 312-609.8508 carole.l.brown@ba Martha Linsley, Di mertha.ilnsloy@ba, Jay Sterns, Dir, 3• Jay.eterns@barclay Mike Menelli, Anal 347-918-6152 mIchael.menelli@bi HOUSTON 1301 McKinney Ste, 400 Houston, TX 77011 Fax: 713-652-7160 www,barclays,com John T. Daniel, Mn 212-526-3508 John,daniel®barclay Patrick Scott, Dir, 7 patrick.scott @ barcla The Bond Buyer's Municipal Marketplace Appendix C BofAML G-37 Filings Bank of America Merrill Lynch FORM G-37 Name of dealer: Merrill Lynch, Pierce, Fenner Report Period: Third Quarter of 2015 State None State None I. CONTRIBUTIONS made to issuer officials (listed by state) Complete name, title (including any city/county/state or other political subdivision) of issuer official II MSRB Contributions by each contributor category (i.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals and non-MFP executive officers). For each contribution, list contribution amount and contributor category (For example, $500 contribution by non-MFP executive officer) If any contribution is the subject of an automatic exemption pursuant to Rule G-37(j), list amount of contribution and date of such automatic exemption. II. PAYMENTS made to political parties of states or political subdivisions (listed by state) Complete name (including any city/county/state or other political subdivision) of political party Payments by each contributor category (i.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals, and non-MFP executive officers). For each payment, list payment amount and contributor category (For example, $500 payment by non-MFP executive officer) FORM G-37 Contribution State None Reimbursement III. CONTRIBUTIONS made to bond ballot campaigns (listed by state) Official name of bond ballot campaign and jurisdiction (including city/county/state or other political subdivision) for which municipal securities would be issued and the name of the entity issuing the municipal securities III MSRB Contributions, including the specific date the contributions were made, by each contributor category (i.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals and non-MFP executive officers). For each contribution, list contribution amount and contributor category (For example, $500 contribution by non-MFP executive officer) List below any payments or reimbursements, related to any disclosed bond ballot contribution, received by each broker, dealer or municipal securities dealer, municipal finance professional or non-MFP executive officer from any third party, including the amount paid and the name of the third party making such payments or reimbursements, None FORM G-37 III MSRB IV. ISSUERS with which dealer has engaged in municipal securities business (listed by state) A. Municipal Securities Business State Complete name of issuer and Type of municipal securities business city/county (negotiated underwriting, agency offering, financial advisor, or remarketing agent) See Attachment B. Ballot -Approved Offerings Full issuer name and full issue description of any primary offering resulting from the bond ballot campaign to which each contributor category (i.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals and non-MFP executive officers) has made a contribution and the reportable date of selection on which the broker, dealer or municipal securities dealer was selected to engage in such municipal securities business. Full Issuer Name Full Issue Description Reportable Date of Selection None FORM G-37 Signature: electronic Name: EDWARD MCLAREN Address: One Bryant Park, New York, NY 10036 Phone: 646-855-1706 Date: Oct 30, 2015 Submit two completed forms quarterly by due date (specified by the MSRB) to: Municipal Securities Rulemaking Board 1900 Duke Street, Suite 600 Alexandria, VA 22314 III MSRB Merrill Lynch, Pierce, Fenner and 07/01/2015 through 9/30/2015 State County AK Juneau AK Anchorage CA Los Angeles CA Kern CA Kern CA State CA College or University CA College or University CA Rancho CA Sacramento CA Sacramento CA San Diego CA San Diego CO Denver CO El Paso CT State Authority CT State Authority DC State DC State DE State Authority FL Duval FL College or University FL College or University FL Hillsborough FL Hillsborough FL Hillsborough FL Hillsborough FL Hillsborough FL Duval FL Duval FL Marion FL Dade FL Dade FL Miami -Dade FL Palm Beach FL Orange FL Orange GA Fulton GA Fulton HI Honolulu HI Honolulu HI Honolulu HI Honolulu HI Honolulu IL State Authority IN State Authority IN Marion IN Posey IN Warrick Smith Incorporated Issuer Alaska Municipal Bond Bank CIVICVentures Azusa City -California Bakersfield City -California Bakersfield City -California California California State Univ Trustees California State Univ Trustees Rancho Calif Wtr Dt Fin Auth Sacramento City Financing Auth Sacramento Redev Successor Agy San Diego Co Water Auth San Diego Public Facs Fin Auth Colorado Reg Transportation Dt Colorado Springs City -Colorado Connecticut Housing Finance Auth Connecticut Housing Finance Auth District of Columbia District of Columbia Delaware Health Facilities Auth Duval Co School Board Florida St University Fin Assist Florida St University Fin Assist Hillsborough Co Aviation Auth Hillsborough Co Aviation Auth Hillsborough Co Aviation Auth Hillsborough Co Aviation Auth Hillsborough Co SD Jacksonville Electric Authority Jacksonville Electric Authority Marion Co School Board Miami -Dade Co Educational Facs Auth Miami -Dade Co Educational Facs Auth Miami -Dade Co School Board Palm Beach Co School Board UCF Convocation Corp UCF Convocation Corp Georgia Muni Electric Au (MEAG) Georgia Muni Electric Au (MEAG) Honolulu City & Co -Hawaii Honolulu City & Co -Hawaii Univ of Hawaii Board of Regents Univ of Hawaii Board of Regents Univ of Hawaii Board of Regents Illinois State Toll Highway Auth Indiana Finance Authority Indianapolis Loc Pub Imp Bond Bank Mount Vernon City -Indiana Warrick Co -Indiana Bid N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N KS KY KY MA MA MA MA MD MD MD MD MD ME ME ME ME ME MI MI MI MI MO MO MS MS MT MT NC NC NC NC NC NC NC NJ NJ NJ NM NY NY NY NY NY NY NY NY NY NY NY NY NY NY State Authority State Authority State Authority Suffolk Suffolk Suffolk State Authority State Authority State Authority State Authority State Authority State Authority State Authority State Authority State Authority State Authority State Authority State Authority State Authority Wayne Wayne State Authority State Authority Hinds Hinds State Authority State Authority Mecklenburg State Authority State Authority State Authority State Authority State Authority Onslow Essex State Authority State Authority State Authority Kings Kings Kings Kings Kings Kings Local Authority New York/Bronx/Kings State Authority New York New York/Bronx/Kings Local Authority Local Authority State Authority Kansas Development Fin Auth Kentucky Economic Dev Fin Auth Kentucky Economic Dev Fin Auth Boston Water & Sewer Commission Massachusetts Dev Finance Agcy Massachusetts Dev Finance Agcy Massachusetts Housing Fin Agcy Maryland Dept of Hsg & Comm Dev Maryland Dept of Hsg & Comm Dev Maryland Dept of Hsg & Comm Dev Maryland Dept of Hsg & Comm Dev Maryland Hlth & Hghr Ed Facs Au Maine Finance Authority Maine Hlth & Hghr Ed Facs Auth Maine Municipal Bond Bank Maine State Housing Authority Maine State Housing Authority Michigan State Building Auth Michigan State Housing Dev Auth Wayne Co Airport Auth Wayne Co Airport Auth Missouri Housing Dev Commission Missouri Housing Dev Commission Mississippi Development Bank Mississippi Development Bank Montana Board of Housing Montana Board of Housing Charlotte City -North Carolina North Carolina Eastern Municipal Power Agency North Carolina Muni Pwr Agcy #1 North Carolina Muni Pwr Agcy #1 North Carolina Muni Pwr Agcy #1 North Carolina Muni Pwr Agcy #1 Onslow Co -North Carolina Essex Co Improvement Authority New Jersey Economic Dev Auth New Jersey Economic Dev Auth New Mexico Finance Auth (NMFA) Metropolitan Transport Auth (MTA) Metropolitan Transport Auth (MTA) Metropolitan Transport Auth (MTA) Metropolitan Transport Auth (MTA) Metropolitan Transport Auth (MTA) Metropolitan Transport Auth (MTA) New York City Transitional Fin Auth New York City -New York New York State Housing Finance Agency NY Convention Center Dev Corp NYC Industrial Dev Agency NYC Transitional Finance Auth NYC Transitional Finance Auth NYS Dorm Authority N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N Remarketing N Remarketing N N N N N NY State Authority NYS Dorm Authority N NY State Authority NYS Dorm Authority N NY State Authority NYS Dorm Authority N NY State Authority NYS Environmental Facs Corp N NY State Authority NYS Environmental Facs Corp N NY State Authority NYS Environmental Facs Corp N NY State NYS Housing Fin -Mortgage Agcy N NY State NYS Housing Fin -Mortgage Agcy N NY State NYS Housing Fin -Mortgage Agcy N NY State NYS Housing Fin -Mortgage Agcy N NY State NYS Housing Fin -Mortgage Agcy N OH State Authority Ohio Higher Ed Fac Commission N OR Marion Oregon N OR State Authority Oregon Facilities Authority N OR State Authority Oregon Hsg & Comm Svcs Dept N OR State Authority Oregon Hsg & Comm Svcs Dept N OR Morrow Port of Morrow -Oregon N PA Centre Centre Co (State College) ASD N PA Delaware Delaware Co Authority N PA Delaware Delaware Co Industrial Dev Auth N PA Lehigh Lehigh Co General Purpose Auth N PA State Authority Pennsylvania Housing Fin Agency N PA State Authority Pennsylvania Housing Fin Agency N PA Philadelphia Philadelphia City -Pennsylvania N RI State Rhode Island & Providence Plan N RI State Authority Rhode Island Hsg & Mtg Fin Corp N RI State Authority Rhode Island Hsg & Mtg Fin Corp N RI State Authority Rhode Island Hsg & Mtg Fin Corp N RI State Authority Rhode Island Hsg & Mtg Fin Corp N RI State Authority Rhode Island Infrastructure Bank N SC Charleston Charleston City -South Carolina N SC Charleston Charleston Public Facs Corp N SC Charleston Charleston Public Facs Corp N SC State Authority SCAGO Ed Facs Corp (Sumter #17) N SC Richland South Carolina Jobs Econ Dev Au N TN Hamilton Chattanooga City -Tennessee N TN Hamilton Chattanooga City -Tennessee N TX Dallas Dallas Co (Lancaster) ISD N TX Dallas Dallas Co (Lancaster) ISD N TX Dallas Dallas Co (Lancaster) ISD N TX Dallas Dallas ISD N TX Denton Denton Co ISD N TX Harris Harris Co Cult Ed Facs Fin Corp N TX Travis Lower Colorado River Authority (LCRA) N TX Rockwell North Texas Tollway Auth (NTTA) N TX Rockwell North Texas Toliway Auth (NTTA) N TX Brazoria Port Freeport -Texas N VA Roanoke Roanoke Economic Dev Authority N VA Montgomery Virginia Polytechnic Ins & State Univ N VA State Authority Virginia Resources Auth (VRA) N VA State Authority Virginia Resources Auth (VRA) N WA Local Authotity Central Puget Sound Reg Tran Au N WA Local Authotity Central Puget Sound Reg Tran Au N WA Direct Issuer Energy Northwest N WA King Port of Seattle -Washington N WA King Port of Seattle -Washington N WA King Port of Seattle -Washington N WA Snohomish Snohomish Co Pub Utility Dt #1 N WA State Washington N WA State Authority Washington Health Care Facs Au N WI State Authority Wisconsin Hsg & Econ Dev Auth N WI State Authority Wisconsin Hsg & Econ Dev Auth N WY State Authority Wyoming Community Dev Authority N WY State Authority Wyoming Community Dev Authority N Appendix D Registrations, Licenses & Certificates BankofAmerica Merrill Lynch www.finra.org/brokercheck Firm Operations Registrations (continued) U.S. States & Status Date Effective U.S. States & Status Date Effective Territories Territories Alabama Approved 10/24/1981 North Carolina Approved 07/15/1982 Alaska Approved 03/24/1960 North Dakota Approved 10/21/1981 Arizona Approved 06/16/1962 Ohio Approved 07/16/1982 Arkansas Approved 08/12/1941 Oklahoma Approved 07/17/1982 California Approved 01/01/1970 Oregon Approved 10/24/1981 Colorado Approved 02/01/1983 Pennsylvania Approved 01/12/1959 Connecticut Approved 03/11/1940 Puerto Rico Approved 09/01/1984 Delaware Approved 10/06/1981 Rhode Island Approved 02/01/1983 District of Columbia Approved 02/26/1965 South Carolina Approved 10/28/1981 Florida Approved 04/27/1983 South Dakota Approved 07/15/1982 Georgia Approved 09/21/1981 Tennessee Approved 08/17/1981 Hawaii Approved 01/12/1959 Texas Approved 06/28/1983 Idaho Approved 01/01/1967 Utah Approved 04/21/1983 Illinois Approved 01/12/1959 Vermont Approved 02/13/1984 Indiana Approved 10/20/1981 Virgin Islands Approved 04/11/2005 Iowa Approved 07/14/1983 Virginia Approved 09/22/1981 Kansas Approved 01/17/1974 Washington Approved 04/20/1983 Kentucky Approved 07/16/1982 West Virginia Approved 09/30/1981 Louisiana Approved 04/20/1983 Wisconsin Approved 05/27/1920 Maine Approved 02/13/1984 Wyoming Approved 05/22/1965 Maryland Approved 10/03/1981 Massachusetts Approved 07/31/1981 Michigan Approved 02/02/1983 Minnesota Approved 07/15/1982 Mississippi Approved 10/14/1981 Missouri Approved 07/18/1983 Montana Approved 04/20/1983 Nebraska Approved 10/08/1981 Nevada Approved 07/18/1983 New Hampshire Approved 02/02/1983 New Jersey Approved 07/13/1983 New Mexico Approved 10/07/1981 New York Approved 01/02/1985 User Guidance F nra7 ©2015 FINRA. All rights reserved. Report# 35966-60053 about MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED. Data current as of Tuesday, December 15, 2015. 12 rage 1 of 3 FLORIDAy/�)DEPARTjMENT OF STAn DIVISION O1 CORPORATIONS Detail by Entity Name Foreign Profit Corporation MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED Filing Information Document Number 813294 FEI/EIN Number 13-5674085 Date Filed 01/02/1959 State DE Status ACTIVE Last Event CORPORATE MERGER Event Date Filed 10/22/2009 Event Effective Date 10/23/2009 Principal Address ONE BRYANT PARK NEW YORK, NY 10036 Changed: 04/28/2011 Mailing Address 150 N COLLEGE ST; NCI-028-17-06 CHARLOTTE, NC 28255 Changed: 04/30/2012 Registered Agent Name & Address CT CORPORATION SYSTEM 1200 S. PINE ISLAND ROAD PLANTATION, FL 33324 Name Changed: 03/03/1992 Address Changed: 03/03/1992 Officer/Director Detail Name & Address Title CCEO MONTAG, THOMAS K 150 N COLLEGE ST; NCI-028-17-06 CHARLOTTE, NC 28255 http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entit... 12/15/2015 LicLan uy _Lanny iNauic Title CCEO DARNELL, DAVID C 150 N COLLEGE ST; NCI-028-17-06 CHARLOTTE, NC 28255 Title DIR DARNEL, DAVID C 150 N COLLEGE ST; NCI-028-17-06 CHARLOTTE, NC 28255 Title SVP Pritchard, Jason 150 N COLLEGE ST; NCI-028-17-06 CHARLOTTE, NC 28255 Title SEC BILLINGS, ERIC R 150 N COLLEGE ST; NCI-028-17-06 CHARLOTTE, NC 28255 Title TREA SEITZ, RICHARD S 150 N COLLEGE ST; NCI-028-17-06 CHARLOTTE, NC 28255 Annual Reports Report Year 2013 2014. 2015 Filed Date 04/24/2013 04/22/2014 04/24/2015 Document Images 04/24/2015 -- ANNUAL REPORT 04/22/2014 -- ANNUAL REPORT 04/24/2013 -- ANNUAL REPORT 04/30/2012 -- ANNUAL REPORT 04/28/2011 -- ANNUAL REPORT 05/03/2010 -- ANNUAL REPORT 10/22/2009 -- Merger 03/30/2009 -- ANNUAL REPORT 01/08/2008 -- ANNUAL REPORT 01/09/2007 -- ANNUAL REPORT View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format http://search. sunbiz. org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entit... 12/15/2015 Detail by Entity Name Page 3 of 3 02/02/2006 -- ANNUAL REPORT 02/03/2005 -- ANNUAL REPORT 03/15/2004 -- ANNUAL REPORT 02/04/2003 -- ANNUAL REPORT 02/26/2002 -- ANNUAL REPORT 04/18/2001 -- ANNUAL REPORT 05/04/2000 -- ANNUAL REPORT 05/14/1999 -- ANNUAL REPORT 05/05/1998 -- ANNUAL REPORT 01/30/1997 -- ANNUAL REPORT 03/16/1996 -- ANNUAL REPORT 06/13/1995 -- ANNUAL REPORT View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Copvriaht © and Privacy Policies State of Florida, Department of State http: //search. sunbiz. org/Inquiry/CorporationSearch/SearchRe sultDetail?inquirytype=Entit... 12/ 15 /2015 State of Florida Department of State I certify from the records of this office that MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED is a Delaware corporation authorized to transact business in the State of Florida, qualified on January 2, 1959. The document number of this corporation is 813294. I further certify that said corporation has paid all fees due this office through December 31, 2015, that its most recent annual report/uniform business report was filed on April 24, 2015, and that its status is active. I further certify that said corporation has not filed a Certificate of Withdrawal. Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capital, this the Eighth day of December, 2015 160% 0440% Secretary of State Tracking Number: CU1225553087 To authenticate this certificate,visit the following site,enter this number, and then follow the instructions displayed. https://services.sunbiz.org/Filings/CertificateofStatus/CertificateAuthenticatio n ,---, ® ARD® CERTIFICATE OF LIABILITY INSURANCE ` DATE (MMIDDIYYYY) 10/28/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER Marsh USA Inc. 100 North Tryon Street, Suite 3600 Charlotte, NC 28202 055943-A,-I1.-15-16 EVIDEN NC EVIDEN CASUA CONTACT NAME: PHONE FAX (AIC No. EMI' (AIC, No): EMAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Old Republic Insurance Co 24147 INSURED Bank of America Corporation and any and all subsidiaries Mall Code: NCI-028.16-01 One Bank of America Center 150 North College Street Charlotte, NC 28255-0001 INSURER B; National Union Fire Insurance Co. of Pittsburgh, PA 19445 INSURER C : (See Page 2) INSURER D : INSURER E : INSURER F : CATF NLIMRFR• L-003472946-13 EVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRCY T TYPE OF INSURANCE ADDL INSD VWO POLICY NUMBER (UBR MMIDDIYYYY) EXP (MMDD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY MWZY305315 08/01/2015 08101/2016 EACH OCCURRENCE $ 2,000,000 CLAIMS -MADE X OCCUR DMAGE TO RENTED PREMISES (Ea occurrence) $ Excluded * This coverage applies only if MED EXP (Any one person) $ Excluded required by written contract, PERSONAL & ADV INJURY $ 2,000,000* GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY PECDT LOC PRODUCTS - COMP/OP AGO $ 2,000,000* OTHER; A AUTOMOBILE LIABILITY MWTB305234 08/01/2015 08/01/2016 COMBINED SINGLE LIMIT (Ea accident) $ 2,000,000 X ANY AUTO BODILY INJURY (Per person) $ — ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS HIRED AUTOS AUTOS NON -OWNED PROPERTYDAMAGE accident) $ U(Per $ B X UMBRELLA LIAB X OCCUR 8E18158213 08/01/2015 08101/2016 EACH OCCURRENCE $ 2,000,000 EXCESS LIAB CLAIMS -MADE AGGREGATE $ 2,000,000 DED RETENTION $ $ C WORKERS COMPENSATION See Page 2 08/0112015 08101/2016 X PER STATUTE OTH- EMPLOYERS' LIABILITY Y I N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED?1,000,000 (Mandatory In NH) N NIA E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS! VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Evidence of Coverage, CERTIFICATE HOLDER CANCELLATION Bank of America Corporation and any and all subsidiaries Mall Code: NCI-028.16-01 One Bank of America Center 150 North College Street Charlotte, NC 28255-0001 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Marilyn F Burns - ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 055943 LOC #: Charlotte ACto ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY Marsh USA Inc. POLICY NUMBER CARRIER NAIC CODE NAMED INSURED • Bank of America Corporation and any and all subsidiaries Mall Code: NC1-028-16-01 One Bank of America Center 150 North College Street Charlotte, NC 28255-0001 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE Certificate of Liability Insurance The General Liability limit shall not exceed the amount stated in the contract between Bank of America Corporation and the certificate holder. The certificate holder Is an additional insured under General Liability as their Interest may appear, but only if required by written contract with the named Insured. Workers Compensation and Employers Liability (continued from page 1) Carders and Policy Numbers: Policy # RWD943546101 (08/01/2015 - 08101/2016) XL Insurance America Including the following state(s): AL AR AZ CA CO CT DC DE FL GA HI IA ID IL IN KS KY LA MA MD ME MI MN M0 MS MT NC ND NE NH NJ NM NV NY 0K OR PA RISC SD TN TX UT VA VT WV WY Policy #RWR943546201 (08/01/2015.08/01/2016) XL Insurance America Including the following state(s): WI Policy #RWD943546001 (08/01/2016.08/01/2016) XL Specialty Insurance Company Including the following state(s): AK Policy No,#RWE943546301 (08/01/2015 - 08/01/2016) XL Specialty Insurance Company Including the following state(s): OH WA This policy is subject to a Self -Insured Retention of $1,000,000 per accident. ACORD 101 (2008101) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ---1 ® A`coRv CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 07/13/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Marsh USA, Inc. 1166 Avenue of the Americas New York, NY 10036 083466-BOA-EO.15.16 CONTACT NAME: PHONE FAX (A/C, No. Ext): (A/C, No): E-MAIL ADDRESS: INSURERS) AFFORDING COVERAGE NAIC # INSURER A : AIG Specialty Insurance Company 26883 INSURED BANK OF AMERICA CORPORATION AND ANY AND ALL SUBSIDIARIES MAIL CODE NC1-028-16-01 150 NORTH COLLEGE STREET CHARLOTTE, NC 28255 INSURER B: INSURER C : INSURER D: INSURER E : INSURER F : • NYC-008156140-01 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR. TYPE OF INSURANCE ADDL INSD. SUBR WVD POLICY NUMBER POLICY EFF (MMIDDIYYYY) POLICY EXP (MMIDDNYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE RENED PREMISESO(Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO- JECT LOC PRODUCTS - COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ A ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED A NON -OWNED AUTOS tDAMAGE (PerRacciTYdent) $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS -MADE AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION PER OH ER AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YNN E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) NIA E.L. DISEASE- EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A Professional Liability/ Errors & Omission 01-334-02-41 06/30/2015 06/30/2016 Limit 15,000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If mo a space Is requl ed) CERTIFICATE HOLDER Bank of America Corporation and any and all Subsidiaries Mall Code NC1-028-16-01 150 North College Street Charlotte, NC 28255 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Meredith Frick-bovwc. .c 4,. e _ ACORD 26 (2014101) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Appendix E Local Office Certification Bank of America Merrill Lynch CITY OF MIAMI LOCAL OFFICE CERTIFICATION (City Code, Chapter 18, Article III, Section 18-73) Solicitation Type and Number: RFQ 521381,1 (i.e. IFQ/IFB/RFP/RFQ/RFLI No. 123456) Solicitation Title: Request for Qualifications for Municipal Underwriting Services (Bidder/Proposer) hereby certifies compliance with the Local Office requirements stated under Chapter 18/Article III, Section 18-73, of the Code of the City of Miami, Florida, as amended. Local office means a business within the city which meets all of the following criteria: (1) Has had a staffed and fixed office or distribution point, operating within a permanent structure with a verifiable street address that is located within the corporate limits of the city, for a minimum of twelve (12) months immediately preceding the date bids or proposals were received for the purchase or contract at issue; for purposes of this section, "staffed" shall mean verifiable, full-time, on -site employment at the local office for a minimum of forty (40) hours per calendar week, whether as a duly authorized employee, officer, principal or owner of the local business; a post office box shall not be sufficient to constitute a local office within the city; (2) If the business is located in the permanent structure pursuant to a lease, such lease trust be in writing, for a term of no less than twelve (12) months, been in effect for no less than the twelve (12) months immediately preceding the date bids or proposals were received, and be available for review and approval by the chief procurement officer or its designee; for recently -executed leases that have been in effect for any period less than the twelve (12) months immediately preceding the date bids or proposals were received, a prior fully -executed lease within the corporate limits of the city that documents, in writing, continuous business residence within the corporate limits of the city for a term of no less than the twelve (12) months immediately preceding the date bids or proposals were received shall be acceptable to satisfy the requirements of this section, and shall be available for review and approval by the chief procurement officer or its designee; further requiring that historical, cleared rent checks or other rent payment documentation in writing that documents local office tenancy shall be available for review and approval by the chief procurement officer or its designee; (3) Has had, for a minimum of twelve (12) months immediately preceding the date bids or proposals were received for the purchase or contract at issue, a current business tax receipt issued by both the city and Miami - Dade County, if applicable; and (4) Has had, for a minimum of twelve (12) months immediately preceding the date bids or proposals were received for the purchase or contract at issue, any license or certificate of competency and certificate of use required by either the city or Miami -Dade County that authorizes the performance of said business operations; and (5) Has certified in writing its compliance with the foregoing at the time of submitting its bid or proposal to be eligible for consideration under this section; provided, however, that the burden of proof to provide all supporting documentation in support of this local office certification is borne by the business applicant submitting a bid or proposal. 1 FORM -City of Miami Local Office Certification 7/22/2013 PLEASE PROVIDE THE FOLLOWING INFORMATION: Bidder/Proposer Local Office Address: 200 S. Biscayne Blvd., Miami FL Does Bidder/Proposer conduct verifiable, full- time, on -site employment at the local office for a minimum of forty (40) hours per calendar week? X YES NO If Bidder/Proposer's Local Office tenancy is pursuant to a lease, has Bidder/Proposer enclosed a copy of the lease? YES x NO N/A Has Bidder/Proposer enclosed a copy of the Business Tax Receipt (BTR) issued by the City of Miami and Miami -Dade County? City of Miami: x YES NO Exempt Cite Exemption: Miami -Dade County:X YES NO Exempt pt Cite Exemption: Has Bidder/Proposer enclosed a copy of the license, certificate of competency and certificate of use that authorizes the performance of Bidder/Proposer's business operations? X YES NO Bidder/Proposer's signature below certifies compliance with the Local Office requirements stated under Chapter 18/Article III, Section 18-73, of the Code of the City of Miami, Florida, as amended. Jose R. Pagan, Managing Director Print Name (Bidder/Proposer Authorized Representative) 2 FORM -City of Miami Local Office Certification 7/22/2013 12/15/15 Date PLEASE PROVIDE THE FOLLOWING INFORMATION: Bidder/Proposer Local Office Address: 701 Brickell Avenue, Miami, FL Does Bidder/Proposer conduct verifiable, full- time, on -site employment at the local office for a minimum of forty (40) hours per calendar week? X YES NO If Bidder/Proposer' s Local Office tenancy is pursuant to a lease, has Bidder/Proposer enclosed a copy of the lease? YES x NO N/A Has Bidder/Proposer enclosed a copy of the Business Tax Receipt (BTR) issued by the City of Miami and Miami -Dade County? City of Miami: x YES NO Exempt Cite Exemption: Miami -Dade County: X YES NO Exempt Cite Exemption: Has Bidder/Proposer enclosed a copy of the license, certificate of competency and certificate of use that authorizes the performance of Bidder/Proposer's business operations? X YES NO Bidder/Proposer's signature below certifies compliance with the Local Office requirements stated under Chapter 18/Article III, Section 18-73, of the Code of the City of Miami, Florida, as amended. Jose R. Pagan, Managing Director Print Name (Bidder/Proposer Authorized Representative) 2 12/15/15 Date FORM -City of Miami Local Office Certification 7/22/2013 STATE OF FLORIDA COUNTY OF Orange Certified to and subscribed before me this 15th day of December , 20 15 , by Jose R. Pagan MARY BETH DARBY Notary Public, State of Florida Commleslon9 FF 213919 MOgifilitORMISME (Signature oyitary Public -State of F1'o ida) ed, Printed, or tam Personally Known X OR Produced Identification Type of Identification Produced 3 FORM -City of Miami Local Office Certification 7/22/2013 001076 484145.9. BusgNEs MiIERRILL L 701 I Ii MIAMI 'F fCH PIERC FENNER & SMITH [NC 1A E1850: OWNER MERR1LL LYNCH PIERCE FENNER & SMIT'INC SEC. TYPE OF BUSINESS 218 FINANCE/INVESTMENT,HOIDING'CO O7'6 ie dtsployeti at plpce of busty ess Pursuant to County Cade - eCiiaptorAft9&10 PAYMENT RECEIVED BY TAX COLLECTOR $270.00 09/11/2015 ECHECK•-15-162319 T(ii oo#I Business laxHeceipt onqly confrms paymea[af���a Alt Business`Tax The Receipt is not a lieonso, perm , or 0 certification;gf the holder 8 qdalificationst#0 do bus os Holderrp0st oompiywlth any governmental orinongovoromental,roJU atory Iavi andXbquirements which appptyto the bualitaa ,' , The RECEIPT NO. above must be dispinyiid on all commercial vehicles Mianii Dade t odo$ootln-276. For more intormation, visit www,mjamidade.gov/faxcoliector Please note that this Business Tax Receipt expires on September 30th of the effective year listed herein. Ensuring renewal by October 1st is the responsibility of the business entity. For further information you may call: (305) 416-1570 or (305) 416- 1918. Favor de tomar nota que este Recibo de Impuesto para Negocio se vence el 30 de Septiembre de ario indicado. Asegurar la renovacion para el 1ro de Octubre es la responsabilidad del negocio. Para rnas informacion puede Ilamar al: (305) 416-1570 0 (305) 416-1918. Sou* pran not ke Resi Enpo pou Biznis-sa ap exspire 30 Septan-m ane sa men-rn nan lis Ia. Se responsablite dirijan Biznis sa pou 11 renouvle-I Pwemie Oktob kap vini. Si ou bezwen plis enfomasiyon sou zafe sa , pa bliye rele nan (305) 416-1570 ou byen (305) 416-1918. 0111011000110111100 141111111,11111111111,11 , 141,1 1,111111 ,11 11111111111111111111111111111111 0001111111111111111110 1111111111111111111[1111111100,00100111rHHHH 001110 11111111111111111111111111111111 liyhI1111110, 1,11 01111111000111101110 11'111114 111111111 101100 01,1) ,01111111111 11141 1111,111111111111111111111'1111 iniiiiiiiiijoi,iiiiiiii11111111111111111111111111110001U1111 111 11111111111111111111111111111111111111111 00111100000000001011111111111111000000 011101,y,leyny y Imun 3 333 a00023 Local Business Tax Receipt Miami —Dade County, State of Florida -THIS IS NOT ABILL - DO NOT PAY 4325296 BUSINESS NAME/LOCATION MERRILL LYNCH PIERCE FENNER & SMITH INC 200 5 BISCAYNE BLVD 4500 MIAMI FL 33731 OWNER MERRILL LYNCH PIERCE FENNER & SMITH INC RECEIPT NO. RENEWAL 128694 LBT EXPIRES SEPTEMBER 30, 2016 Must be displayed at place of business Pursuant to County Code Chapter 8A - Art, g & 10 SEC. TYPE OF BUSINESS 218 FINANCEJINVESTMENT/HOLDING CO PAYMENT RECEIVED BY TAX COLLECTOR $270.00 09/11/2015 ECHECK—I 5-162321 This Local Business Tax Receipt only confirms payment of the Local Business Tax. The Receipt is not a license, permit or a certification of the holders qualifications. to do business. Holder most comply with any governmental or nongovernmental regulatory laws and requirements which apply to the business. The RECEIPT No. above must be displayed on all commercial vehicles - Miami -Dade Cade Sec 8a-276. For more information. visitwww.miamidadeaovhaxcellectgr QItg of CERTIFICATE OF USE FIRE SAFETY PERMIT BUSINESS NAME : DBA: DATE ISSUED: VALID FROM: ACCOUNT NUMBER: SERVICE ADDRESS: APPROVED USE: COMMENTS: THIS IS NOT A BILL MERRILL LYNCH MERRILL LYNCH 03/26/99 10101//5 TO 09/30/16 34724 200 S BISCAYNE BLVD 4500 CUO6 -General Commercial - Office General business office • PLEASE DISPLAY THIS CERTIFICATE IN A CONSPICUOUS LOCATION AT OCCUPANCY ADDRESS. • FAVOR DE MOSTRAR ESTE CERT1FICADO EN UN S1770 VISIBLE EN LA DIRECCION DEL COMERC10. NOTICE: This certificate is Non -Transferable. If you relocate, sell the business, or change the type of business a new certificate must be obtained from Building and Zoning at 444 S.W. 2n Avenue. 4'= Floor. Phone: (305)416-1199. Please note that this Certificate of Use expires on September 30th of the effective year Listed herein. Ensuring renewal by October 1st is the responsibility of the business entity. For further information you may call (305) 416-1570. Favor de tomar nota que este Certificado de Uso se vence el 30 de Septiembre del ano indicado. Asegurar la renovacion para el fro de Octubre es Ia responsabilidad del negocio. Para mas informacion puede llamar al (305) 416-1570. Tanpri note byen setifika wap itilize-a ap ekspire jou 30Septam ane sa-a. Se responsabilite met biznis Ia you li renouvle-1 Premye Oktob ane kap vini-a. Si ou bezwen plis enfomasyon, ou ka rele nou nan: (305) 416-1570. Appendix F MLPF&S FOCUS Reports Bank of America Merrill Lynch FORM X-17A-5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION FOCUS REPORT (FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORT) PART II CSE f? (Please read instructions before preparing Form) This report is being filed pursuant to (Check Applicable Block(s)): 1) Rule 17a-5(a) I X j16_J 2) Rule 17a-5(b) 4) Special request by designated examining authority 117 19 3) Rule 17a-11 [ J j] 5) Other EEO NAME OF BROKER -DEALER SEC. FILE NO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED ADDRESS OF PRINCIPAL PLACE OF BUSINESS (Do not use P.O. Box No.) ONE BRYANT PARK NEW YORK (City) (No. and Street) f3 8-07221 14 FIRM ID NO, 7691 115f FOR PERIOD BEGINNING (MM/DD/YY) 07/01/14 AND ENDING (MM/DD/YY) NY 1221 _ 10036 23 09/30/14 (State) (Zip Code) 1 24 1 NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS REPORT (Area code) • Telephone No. William E. TIrrell 1301 NAME(S) OF SUBSIDIARIES OR AFFILIATES CONSOLIDATED IN THIS REPORT 1341 1361 Fel (201) 557.2105 OFFICIAL USE 1311 DOES RESPONDENT CARRY ITS OWN CUSTOMER ACCOUNTS ? YES X 40 NO CHECK HERE IF RESPONDENT IS FILING AN AUDITED REPORT 41 42 1331 EXECUTION: The registrant/broker or dealer submitting this Form and its attachments and the person(s) by whom It is executed represent hereby that all Information contained therein is true, correct and complete, it is understood that all required items, statements, and schedules are considered Integral parts of this Form and that the submisson of any amendment represents that all unamended items, statements and schedules remain true, correct and complete as previously submitted, Dated the 2 3 rd day of OQt Caber 20 Manual Signatures of: 1) Principal xedut ve Officer or Managing Partner '" pr�n�inalF anci fficer or Partner 3)( Principal Operations Officer or Partner ATTENTION - Intentional misstatements or omissions of facts constitute Federal Criminal Violations. (See 18 U.S.C. 1001 and 15 U.S.C. 79:f (a) ) FINRA FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORT BROKER OR DEALER MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED N 2 I I I STATEMENT OF FINANCIAL CONDITION ASSETS as of (MM/DD/YY) 09/30/14 SEC FILE NO. 8-07221 Allowable Nonallowable 1. Cash $ 1,105,690,374 2. Cash segregated in compliance with federal and other regulations 6,182,455,258 3. Receivable from brokers or dealers and clearing organizations: A. Failed to deliver: 1. Includable in "Formula for Reserve Requirements" 418,461,581 2. Other 1,384,183,517 B. Securities borrowed: 1. Includable in "Formula for Reserve Requirements" 12,783,759,915 2. Other C. Omnibus accounts: 1. Includable in "Formula for Reserve Requirements" 0 2. Other 547,244,087 D. Clearing Organizations: 1.Includable in "Formula for Reserve Requirements" 0 2. Other 11,031,993,770 E. Other 6,724,903,333 4. Receivables from customers: A, Securities accounts: 1. Cash and fully secured accounts 9,826,553,124 2. Partly secured accounts ... , . 0 3. Unsecured Accounts B. Commodity accounts 39,681,949 C. Allowance for doubtful accounts 5. Receivables from non -customers: A. Cash and fully secured accounts 201,412,579 B. Partly secured and unsecured accounts 0 6. Securities purchased under agreements to resell 75,948,428,696 7. Derivative Receivables: 8. Trade Date Receivable: 9. Securities and spot commodities owned, at market value: Includes encumbered securities of $ 18,552,123,476 0) CONFIDENTIAL TREATMENT REQUESTEDBY MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED UNDER FOIA 120 2001 210 220 2301 1240 Consolidated Unconsolidated Total $ 1,105,690,374 6,182,455,258 1,802,645,098 61,533,605,184 250 74,317,365,099 1260 270 ►280 2901 1300 3101 320 330 335 13401 350 3601 $ 175,715,981 10,453,297 118,038,083 1,664,122 550 1560 1570 580 547,244,087 11,031,993,770 6,900,619,314 68,139,306) 5901 9,928,251,269 4,018 6001 201,416,597 01605 75,948,428,696 11,478,816 291J 11,478,816 0 292 0 57,562,881,769 8491 57,562,881,769 Page 1 OMIT PENNIES �100 1991 981 1981 199 750 760 7701 780 7901 800 18101 18201 1830 18401 1801I 802 18501 FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORT PART II CSE BROKER OR DEALER MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED as of 09/30/14 STATEMENT OF FINANCIAL CONDITION 10. Securities owned not readily marketable: A. At Cost $ 01130 $ 11. Other investments not readily marketable: A. At Cost $ 0 B. At estimated fair value 12. Securities borrowed under subordination agree- ments and partners' individual and capital securities accounts, at market value: A. Exempted securities , , , , $ B. Other ,, $ 13. Secured demand notes - market value of collateral: A. Exempted securities , , . , $ B. Other $ 0 14. Memberships in exchanges: A. Owned, at market value $ 8,846,920 B. Owned at cost C. Contributed for use of company, at market value 15. Investment in and receivables from affiliates, subsidiaries and associated partnerships 1401 150 1160 1170 1180 190 16. Property, furniture, equipment, leasehold improvements and rights under lease agreements: At cost (net of accumulated depreciation and amortization) ...... 17. Other Assets: A. Dividends and interest receivable B. Free shipments C, Loans and advances D. Miscellaneous E. Collateral accepted under SFAS 140 F. SPE Assets ... ASSETS (continued) Allowable Nonallowable Total 0 4401 $ 4,309,931,153 16101 $ 4,309,931,153 0 1450 34,292,626 1620 34,292,626 0 4601 0 630 0 0 6401 0 0 0 560,576,756 0 1470 4801 4901 500 1510 0 520 94,636,531 8,990,166,430 1,864,725,631 15301 5361 1537 18. TOTAL ASSETS $ 256,812,839,300 1540 $ CONFIDENTIAL TREATMENT REQUESTED BY MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED UNDE R FOIA 1,551,939 0 650 16601 1,551,939 3,128,305,046 6701 3,128,305,046 222,168,538 4,006,822 10,904,735 0 7,458,806,930 15,407,703,984 16801 16901 700 1710 17201 7401 222,168,538 18,983,823,835 272,220,543,284 Page 2 OMIT PENNIES 8601 1870 1880 18901 9001 9101 1920 930 9401 FORM X-17A-5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION FOCUS REPORT (FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORT) PART II CSE 11 (Please read instructions before preparing Form) This report is being filed pursuant to (Check Applicable Block(s)): 1) Rule 17a-5(a) x 1s 2) Rule 17a-5(b) 4) Special request by designated examining authority 117 19 3) Rule 17a-11 5) Other 126 118 NAME OF BROKER -DEALER MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED ADDRESS OF PRINCIPAL PLACE OF BUSINESS (Do not use P.O. Box No.) ONE BRYANT PARK 2p (No. and Street) 10/01/14 NEWYORK (City) I21 AND ENDING (MM/DD/YY) NY 22 10036 1231 12/31/14 (State) (Zip Code) SEC. FILE NO. 8-07221 FIRM ID NO. 7691 1151 FOR PERIOD BEGINNING (MM/DD/YY) 124 NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS REPORT (Area code) - Telephone No. William E. Tirrell 30 (212) 647-4802 NAME(S) OF SUBSIDIARIES OR AFFILIATES CONSOLIDATED IN THIS REPORT OFFICIAL USE 1321 I -1 1381 I33I 136] I371 (391 DOES RESPONDENT CARRY ITS OWN CUSTOMER ACCOUNTS ? YES CHECK HERE IF RESPONDENT IS FILING AN AUDITED REPORT x 140 NO 41 42 EXECUTION: The registrant/broker or dealer submitting this Form and its attachments and the person(s) by whom it Is executed represent hereby that all information contained therein is true, correct and complete. It is understood that all required items, statements, and schedules are considered integral parts of this Form and that the submisson of any amendment represents that all unamended items, statements and schedules remain true, correct and complete as previously submitted. Dated the 27th day of January 20 15 Manual Signatures of: 1) 2) 3) Pririripal xer5rtjve 0fficGar or Managing Parlour Prin rirrc pal Operation Officer Or Par (Poi ATTENTION - Intentional misstatements or omissions of facts constitute Federal Criminal Violations. (See 18 U.S.C. 1001 and 15 U.S.C. 78:f (a) ) FINRA FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORT PART II CSE BROKER OR DEALER MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED as of 12/31/14 STATEMENT OF FINANCIAL CONDITION 10. Securities owned not readily marketable: A. At Cost $ 01130 $ 11. Other investments not readily marketable: A. At Cost $ 0 B. At estimated fair value 12. Securities borrowed under subordination agree- ments and partners' individual and capital securities accounts, at market value: A. Exempted securities . , , . $ B. Other 13. Secured demand notes - market value of collateral: A. Exempted securities $ B. Other $ 14. Memberships in exchanges: A. Owned, at market value $ B. Owned at cost C. Contributed for use of company, at market value 15. Investment in and receivables from affiliates, subsidiaries and associated partnerships 16. Property, furniture, equipment, leasehold improvements and rights under lease agreements: At cost (net of accumulated depreciation and amortization) 17. Other Assets: A. Dividends and interest receivable B, Free shipments C. Loans and advances D. Miscellaneous E. Collateral accepted under SFAS 140 F. SPE Assets ASSETS (continued) Allowable 0 14401 $ 0 140 1150 0 160 11701 9,305,920 119o1 18, TOTAL ASSETS 0 14501 14601 Nonallowable Total 4,758,100,963 6101 $ 4,758,100,963 34,716,180 6201 34,716,180 0 630 0 01470 0 16401 0 0 14801 1,296,106,532 2,359,181 0 490 6001 sioj 1520 60,878, 868 9,655,172,204 1,865,464,001 259,105,568 726 15301 1536 15371 5401 226,939 16501 0 1660 226,939 3,102,276, 943 16701 3,102,276, 943 158,136,255 1,460,493 8,223,605 0 7,656,413,990 16,117,811,398 680 6901 1700 17101 17201 1740 158,136,255 20,568,078,874 275, 223,380,123 Page 2 OMIT PENNIES 1860 1870 18801 8901 19001 1910 19201 19301 19401 CONFIDENTIAL TREATMENT REQTE SEED BY MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED UNDER FOIA FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORT PART II CSE BROKER OR DEALER _as of 12/31/14 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED Liabilities STATEMENT OF FINANCIAL CONDITION LIABILITIES AND OWNERSHIP EQUITY 19. Bank loans payable: A. Includable in "Formula for Reserve Requirements" B. Other 20. Securities sold under repurchase agreements. 21. Payable to brokers or dealers and clearing organizations: A. Failed to receive: 1. Includable in "Formula for Reserve Requirements" 2. Other B. Securities loaned: 1. Includable in "Formula for Reserve Requirements" 2.Other ... C. Omnibus accounts: 1. Includable in "Formula for Reserve Requirements" 2. Other D. Clearing organizations: 1. Includable in "Formula for Reserve Requirements" 2. Other E. Other 22. Payable to customers; A. Securities accounts - including free credits of $ 12,772,597,513 I950 B. Commodities accounts 23. Payable to non customers: A. Securities accounts B. Commodities accounts Total $ 0 0 112,628,110,774 427, 360,200 337,809,735 2,328,572,721 28,601,328,299 12,700,972,625 8,901,845 0 172,237,338 1,608,338,429 17,339,746,853 13,698,730,736 4,661,087 297 2,587,197,886 24, Derivative Payables: 383,292,155 25. Trade Date Payable: 420 042,872 26. Securities sold not yet purchased at market value - including arbitrage of $ 211,201,034 960 28,446,660,474 27. Accounts payable and accrued liabilities and expenses: A. Drafts payable 649,182,949 B. Accounts payable 6,877,666,949 C. Income taxes payable 0 D. Deferred income taxes . . , 0 E. Accrued expenses and other liabilities . , 2,138,734,951 F. Other 0 G. Obligation to return securities 9,655,172,204 H. SPE Liabilities 1,885,464,001 Page 3 OMIT PENNIES 11460 1470 1480 1490 1500 1510 1620 1530] 1540 1550 16601 1570 1580 1590 1600 11610 1561 1562 1620 16301 1640 1650 1660 1670 1680 1686 116871 CONFIDENTIAL TREATMENT REQUESTED BY MERRILL LYNCH, PIERCE, FENNER &SMITH INCORPORATED UNDER FOIA FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORT PART II CSE BROKER OR DEALER MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED as of 12/31/14 COMPUTATION OF NET CAPITAL 1. Total ownership equity (from Statement of Financial Condition - Item 1800) $ 15,688,768,830 2. Deduct: Ownership equity not allowable for Net Capital ( 0 ) 3. Total ownership equity qualified for Net Capital 4. Add: A. Liabilities subordinated to claims of general creditors allowable in computation of net capital 12,078,000,000 B. Other (deductions) or allowable credits (List) 0 5. Total capital and allowable subordinated liabilities $ 27,766,768,830 6. Deductions and/or charges: A. Total non -allowable assets from Statement of Financial Condition (Notes B and C) $ 16,117,811,398 1. Additional charges for customers' and non -customers' security accounts 30,800,164 2, Additional charges for customers' and non -customers' commodity accounts 0 B. Aged fail -to -deliver: 131,092,396 1. number of Items 1,416 C. Aged short security differences -less reserve of ..... $ 0 number of items 0 D. Secured demand note deficiency 0 E. Commodity futures contracts and spot commodities - proprietary capital charges 0 F. Other deductions and/or charges 428,931,924 G. Deductions for accounts carried under Rule 15c3-1(a)(6), (a)(7) and (c)(2)(x) H. Total deductions and/or charges 7. Other additions and/or allowable credits (List) 0 8. Tentative Net Capital $ 11,058,132,948 9.Total Market Risk Exposure $ 1,379,279,949 10.Total Credit Risk Exposure $ 10,259,342 11. Net Capital $ 9,668,593,657 3450 3460 3470 3540 3550 3560 3570 3580 3590 3600 3610 3615 Page 5 ( 15,688,768,830 3480 3490 3500 3520 3525 3530 16,708,635,882) OMIT PENNIES 3620 3630 3640 36351 3679 37501 CONFIDENTIAL TR£AT V E NT RC QL'E STED BY JIERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED UNDER FOIA FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORT PART II CSE BROKER OR DEALER MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED as of 12/31/14 Part A COMPUTATION OF NET CAPITAL REQUIREMENT 12. 2% of combined aggregate debit Items as shown in Formula for Reserve Requirements pursuant to Rule 15c3-3 prepared as of the date of net capital computation including both brokers or dealers and consolidated subsidiaries' debits 13. Minimum dollar net capital requirement of reporting broker or dealer and minimum net capital requirement of subsidiaries 14. Net capital requirement (greater of line 12 or 13) 15. Excess net capital (line 11 less 14) $ 1,297,544,604 $ 665,097,784 $ 1,297,544,604 $ 8,371,049,053 16. Percentage of Net Capital to Aggregate Debits (line 11 divided by line 18 page 10) % 37 93 17. Percentage of Net Capital, after anticipated capital withdrawals, to Aggregate Debits item 11 less Item 4880 page 19 divided by line 18 page 10) % 37 93 18. Net capital in excess of the greater of: 5°/a of combined aggregate debit items or 120% of minimum net capital requirement $ 8,371,049 052 OTHER RATIOS Part B 19. Percentage of debt to debt -equity total computed In accordance with Rule 15c3-1 (d) % 22 40 20. Options deductions/Net Capital ratio (1000% test) total deductions exclusive of liquidating equity under Rule 15c3-1(a)(6), (a)(7) and (c)(2)(x) divided by Net Capital Page 6 3870 138801 3760 3910 3851 3854 3920 3860 3852 CONFIDENTIAL TREATNIL NT RE QUESTED BY MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED UNDER FOIA FORM X-17A-6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION FOCUS REPORT (FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORT) PART II CSE (Please read instructions before preparing Form) This report is being filed pursuant to (Check Applicable Block(s)) 1) Rule 17a-5(a) xfi 2) Rule 17a-5(b) 1:111, 4) Special request by designated examining authority • . . 3) Rule 17a-I". 5) Other NAME OF BROKER -DEALER SEC. FILE NO. typR4.LLyqci, DERc:,‘E., FENNER & SMITH INCORPORATED ADDRESS OF PRINCIPAL PLACE OF BUSINESS (Do not use PO Box No.) ONI,BRyANT PARK (No. and Strc•ot) 89,1?21 13 FIRM ION-0. 701 FOR PERIOD BEGINNING (MM/D6',' 20 01/01/15 .-:- AND ENDING (MM/DDIYY) NEWYORK 21 j NY 42'1 10036 41 03/3E16 4•;:•• —..._. (City) (Stat) (Zip Code) NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS REPORT (Area code) Telephone No. g,Tirret1 130j NAME(S) OF SUBSIDIARIES OR AFFILIATES CONSOLIDATED IN THIS REPORT (212)647.4802 OFFICIAL. USE DOES RESPONDENT CARRY rrs OWN UUS I LilviOt AUL:OUN 18 / YES t?ci 40j NO CHECK HERE IF RESPONDENT IS FILING AN AUDITED REPORT EXECUTION, 'The registranttroker or dealer submitting this Porn, and its attachments and the posno(s) hy whnn- ; it is executed represent hereby that all information contained therein is true correct and complek: It is understood that all required items, statemen(s, and schedules are considered Integrai part, this Form and that the submisson of any amendment represents that II unamended itetv,s, sti)letrw;ric:, and schedules remain true, correct and complete as previously submitted. Dated the 2.4 th day of .__Apri.L. 20 15 Manual Signatures of. 1) e utiv ,Oltioor or Njanagi g Partner 2) Pr'(.7.1p04" F l Officer or Partner 3) Pririnipal ,-?nrations Officer nr Partnor ATTENTION - Intentional misstatements or omissions of facts constitute Federal Criminal Violations. iSee 18 U S.C. 1001 end 15 0 S.0 78:f (a) ) FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORT PART II CSE BROKER OR DEALER MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED N 2 I I I I I 1, Cash STATEMENT OF FINANCIAL CONDITION ASSETS Allowable $ 793,068,999 2. Cash segregated in compliance with federal and other regulations 6,718,307,480 3. Receivable from brokers or dealers and clearing organizations: A. Failed to deliver: 1. Includable in "Formula for Reserve Requirements" 2, Other B. Securities borrowed: 1. Includable in "Formula for Reserve Requirements" 17,386,366,200 2. Other C. Omnibus accounts: 1. Includable in "Formula for Reserve Requirements" 0 2. Other D. Clearing Organizations: 1.Includable in "Formula for Reserve Requirements" .... 0 2. Other E. Other 1,004,938,747 4. Receivables from customers: A. Securities accounts: 1. Cash and fully secured accounts 7,523,894,182 2. Partly secured accounts 3. Unsecured Accounts B. Commodity accounts . . C. Allowance for doubtful accounts ....... 5. Receivables from non -customers: A. Cash and fully secured accounts 80,475,563 B. Partly secured and unsecured accounts 0 6. Securities purchased under agreements to resell . 69,080,236,344 13,087,564,709 483,008,280 776,254,195 12301 1,259,262,475 12001 12101 as of (MM/DD/YY) 03/31/15 SEC FILE NO. 8-07221 Consolidated Unconsolidated Nonallowable Total $ 793,068,999 0,718,307,480 220 1240 74,505,645,665 250 91,892,011,865 2601 915,182,832 2701 915,182,832 12801 1290 13001 3101 13,087,564,709 156,054,937 1550 1,160,993,684 0 1320 5,404,636 61,526,940 181,311,119 3301 3,672,454 0) 7. Derivative Receivables: 53,762,944 8, Trade Date Receivable: 9. Securities and spot commodities owned, at market value: Includes encumbered securities of $ 22,624,517,271 11201 3401 3501 360 291 15601 1570 580 2,099,598)1590I 7,773,709,733 4,001 6001 80,479,564 605 69,080,236,344 53,762,944 1,423,894,312 12921 1,423,894,312 60,399,685,235 S49 60,399,685,235 Page 1 OMIT PENNIES 1001 99 198 198 1991 7501 760 770 7801 1790 800 8101 18201 1830 1840 801 802 8501 CONFIDENTIAL TREATMENT REQUESTEDBV MERRILL LYNCH, PIERCE, PENNER & SMITmI INrnonno A' Mn nN.CD VAT A FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORT PART II CSE BROKER OR DEALER as of 03/31/15 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED STATEMENT OF FINANCIAL CONDITION 10. Securities owned not readily marketable: A. At Cost $ 0 130 $ 11. Other investments not readily marketable: A. At Cost $ 0 B. At estimated fair value 12. Securities borrowed under subordination agree- ments and partners' individual and capital securities accounts, at market value: A. Exempted securities , , $ 0 B. Other $ 0 13. Secured demand notes - market value of collateral: A. Exempted securities , $ 0 B. Other $ 0 14. Memberships in exchanges: A. Owned, at market value $ 8,205,670 B. Owned at cost C. Contributed for use of company, at market value 15. Investment in and receivables from affiliates, subsidiaries and associated partnerships 16. Property, furniture, equipment, leasehold improvements and rights under lease agreements: At cost (net of accumulated depreciation and amortization) 17. Other Assets: A. Dividends and interest receivable B. Free shipments C. Loans and advances D. Miscellaneous E. Collateral accepted under SFAS 140 .. . F. SPE Assets ASSETS (continued) Allowable Nonallowable Total 0 0 1440 14501 1140 11501 1601 170 1801 1190 18, TOTAL ASSETS 0 460 470 1480 0 14901 4,870,986,9441610 $ 4,870,986,944 34,477,932 620 34,477,932 0 1630 0 640 226,939 1650 0 860 870 18801 18901 0 6601 226,939 3,153,659, 553 16701 3,153,659,553 151,777,29b 1680 151,777,295 675,727,055 15001 1,224,437 2,435,2041510 1,044,033 01520 0 79,959,393 530 7,233,576,876 11,064,485,114 1,163,485,422 1536 15371 690 1700 710 17201 $ 267,399,688,994 5401 $ 15,671,537,379 740 $ 20,221,937,534 283,071,226,373 Page 2 OMIT PENNIES 9001 910 19201 930 19401 CONFIDENTIAL TREATM ENT REQUESTED BY MERRILL LYNCH, PIERCE, FENNER & SMITH FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORT PART II CSE BROKER OR DEALER MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED as of 03/31/15 STATEMENT OF FINANCIAL CONDITION LIABILITIES AND OWNERSHIP EQUITY (continued) Liabilities 28. Notes and mortgages payable: A. Unsecured B. Secured 29. Liabilities subordinated to claims of general creditors: A. Cash borrowings: 1. from outsiders $ 0 2. Includes equity subordination(15c3-1(d)) of $ 5,858,000,000 B. Securities borrowings, at market value: from outsiders $ 0 C. Pursuant to secured demand note collateral agreements: 1. from outsiders $ 0 2. Includes equity subordination(15c3-1(d)) of ........ $ 0 D. Exchange memberships contributed for use of company, at market value E. Accounts and other borrowings not qualified for net capital purposes 30. TOTAL LIABILITIES 970 980 990 1000 Ownership Equity 31. Sole proprietorship 32. Partnership - limited partners $ 0 1010l 33. Corporation: A. Preferred stock B. Common stock Total 0 12,078,000,000 0 0 0 0 $ 267,270,849,556 $ 0 1020 0 0 1,000 C. Additional paid- in capital 10,366,527,304 D. Retained Earnings 5,433,848,513 E. Total 15,800,376,817 F. Less capital stock in treasury ( 0 ) 34. TOTAL OWNERSHIP EQUITY $ 15,800,376,817 35.TOTAL LIABILITIES AND OWNERSHIP EQUITY $ 283,071,226,373 OMIT PENNIES Page 4 1690 1700 1710 1720 17301 1740 1750 1760 1770 [1780 1791 1792 1793 1794 1795 1796 1800 1810 CONFIDENTIAL TREATMENT REQUESTED BY MERRILL LYNCH, PIERCE, FENNER & SMITII i snnntsnn. mots n.mnn le -no -sr . FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORT PART II CSE BROKER OR DEALER MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED as of 03/31/15 COMPUTATION OF NET CAPITAL 1, Total ownership equity (from Statement of Financial Condition - Item 1800) $ 15,800,376,817 2. Deduct: Ownership equity not allowable for Net Capital ( 0 ) 3. Total ownership equity qualified for Net Capital 4, Add: A. Liabilities subordinated to claims of general creditors allowable in computation of net capital 12,078,000,000 B. Other (deductions) or allowable credits (List) 0 5. Total capital and allowable subordinated liabilities $ 27,878,376,817 6. Deductions and/or charges: A. Total non -allowable assets from Statement of Financial Condition (Notes B and C) .. $ 15,671,537,379 1. Additional charges for customers' and non -customers' security accounts 15,730,000 2. Additional charges for customers' and non -customers' commodity accounts 0 B. Aged fail -to -deliver: 43,471,280 1. number of items 1,150 C. Aged short security differences -less reserve of $ 0 0 number of items ............ . D. Secured demand note deficiency 0 E. Commodity futures contracts and spot commodities - proprietary capital charges 0 F. Other deductions and/or charges 424,534,676 G. Deductions for accounts carried under Rule 15c3-1(a)(6), (a)(7) and (c)(2)(x) 0 H. Total deductions and/or charges 7. Other additions and/or allowable credits (List) 3450 0 3460 3470 3540 3550 3560 3570 3580 8.Tentative Net Capital 9. Total Market Risk Exposure 10. Total Credit Risk Exposure 11. Net Capital 3590 3600 3610 3615 Page 5 15,800,376,817 3480 3490 3500 3520 3525 3530 16,155,273,335 ) 0 11,723,103,482 $ 1,232,122,291 $ 16,523 $ 10,490,964,668 OMIT PENNIES 3620 3630 3640 3635i 13679 3750 CONFIDENTIAL TREATMENT REQUESTED DV MERRILL LYNCH, PIERCE, FENNER & SMITH FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORT PART II CSE BROKER OR DEALER MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED N 2 I I I I I I I 1. Cash STATEMENT OF FINANCIAL CONDITION ASSETS Allowable as of (MM/DD/YY) 06/30/15 SEC FILE NO. 8-07221 Consolidated Unconsolidated Nonallowable Total 1,366,493,341 1200 $ 1,366,493,341 2. Cash segregated in compliance with federal and other regulations 5,928,864,185 3. Receivable from brokers or dealers and clearing organizations: A. Failed to deliver: 1. Includable in "Formula for Reserve Requirements" , ..... 699,748,291 2, Other 866,199,029 B. Securities borrowed: 1. Includable in "Formula for Reserve Requirements" 14,724,761,578 2. Other C. Omnibus accounts: 1, Includable in "Formula for Reserve Requirements" 0 2, Other D. Clearing Organizations: 1.Includable in "Formula for Reserve Requirements" 0 2. Other E. Other 4. Receivables from customers: A. Securities accounts: 1. Cash and fully secured accounts .. 7,234,280,006 2. Partly secured accounts 0 12,189,537,244 1210 2201 230 240 5,928,864,185 1,565,947,320 63,030,108,496 12501 77,754,870,074 260 937,591,782 270 937,591,782 12801 1290 766,155,525 3001 $ 13101 320 12,189,537,244 79,547,593 1550 845,703,118 5,240,290 3. Unsecured Accounts 58,343,016 B. Commodity accounts 91,371,975 606,124 C. Allowance for doubtful accounts 5. Receivables from non -customers: A. Cash and fully secured accounts B. Partly secured and unsecured accounts 6. Securities purchased under agreements to resell 7. Derivative Receivables: 8. Trade Date Receivable: 9. Securities and spot commodities owned, at market value: Includes encumbered securities of 22,034,733,720 CONFIDENTIAL TREATMENT REQUESTED BY MERRILL LYNCH, PIERCE, FE NNE R & SMITH INCORPORATED UNDER FOIA 1120 330 0) 335 269,363,154 0 1340 13501 5601 15701 15801 1,756,596) 590 7,388,084,815 11,970 [6001 269,375,124 67,843,141,376 3601 0 605 67,843,141,376 375,404,816 291 375,404,816 1,759,859,542 12921 1,759,859,542 62,878,499,557 18491 62,878,499,557 Page 1 OMIT PENNIES 199 98 1198 199 7501 1760 770 17801 7901 800f 8101 18201 1830 8401 1801 8021 18501 FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORT PART II CSE BROKER OR DEALER as of MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED 06/30/15 STATEMENT OF FINANCIAL CONDITION 10. Securities owned not readily marketable: A. At Cost $ 0 1301$ 11. Other Investments not readily marketable: A. At Cost $ 0 B. At estimated fair value 12. Securities borrowed under subordination agree- ments and partners' individual and capital securities accounts, at market value: A. Exempted securities , $ B. Other $ 13. Secured demand notes - market value of collateral: A. Exempted securities . , . , $ B. Other $ 0 14. Memberships in exchanges: A. Owned, at market value $ 8,138,170 B. Owned at cost C. Contributed for use of company, at market value 15. Investment in and receivables from affiliates, subsidiaries and associated partnerships 16. Property, furniture, equipment, leasehold improvements and rights under lease agreements: At cost (net of accumulated depreciation and amortization) 17. Other Assets: A. Dividends and Interest receivable B. Free shipments C. Loans and advances D, Miscellaneous E. Collateral accepted under SFAS 140 F. SPE Assets ASSETS (continued) Allowable Nonallowable Total 01440 $ 5,065,640,335 0 450 1140 1150 11601 0 170 180 190 610 $ 5,065,640,335 59,343,150 1620 59,343,150 04601 0 0 0 797,051,611 400,000 0 4701 480 1490 500 1510 520 126,056,737 11,239,932,142 974,635,551 1530 536 537 5401 1630 1860 870 1880 06401 0 18. TOTAL ASSETS $ 254,099,455,938 $ CONFIDE NTIAL TP.EATME NT RE QUESTED BY MERRILL LYNCH, PIERCE, FENNER & SMITR INCORPORATED UNDER FOIA 226,939 16501 01660 226,939 3,172,701,713 149,245,800 2,619,738 26,244,932 0 7,289,705,546 15,907,720,550 670 1680 1690 700 1710 7201 740 3,172,701,713 149,245,800 20,456,646,257 270,007,176,488 Page 2 OMIT PENNIES 890 900 19101 1920 9301 1940 FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORT PART II CSE BROKER OR DEALER as of 06/30/15 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED Liabilities 19. Bank loans payable: A. Includable in "Formula for Reserve Requirements" STATEMENT OF FINANCIAL CONDITION LIABILITIES AND OWNERSHIP EQUITY Total $ 0 B. Other 0 20. Securities sold under repurchase agreements. 21. Payable to brokers or dealers and clearing organizations: A. Failed to receive: 1. Includable in "Formula for Reserve Requirements" 2. Other B. Securities loaned: 1 • Includable in "Formula for Reserve Requirements" 2. Other C. Omnibus accounts: 1. Includable in "Formula for Reserve Requirements" 2. Other ••••••••• 11,105,598 D. Clearing organizations: 1. Includable in "Formula for Reserve Requirements" 0 2. Other 304,021,544 E. Other 780,681,269 22. Payable to customers: A. Securities accounts - including free credits of $ 11,200,609,496 950 16,685,144,494 B. Commodities accounts . , . , . , ... , 14,543,922,728 23. Payable to non customers: A. Securities accounts 2,024,388,402 B. Commodities accounts 2,169,956,451 24. Derivative Payables: 307,164,502 25. Trade Date Payable: 0 26. Securities sold not yet purchased at market value - including arbitrage of $ 893,784,317 19601 28,423,497,677 27. Accounts payable and accrued liabilities and expenses: A. Drafts payable 555,240,301 B. Accounts payable 11,645,396,911 C. Income taxes payable 0 D. Deferred income taxes 0 E. Accrued expenses and other liabilities 1,653,314,341 F. Other G. Obligation to return securities 115,879,626,136 614,004,499 218,720,676 1,457,732,048 21,433,374,270 10,581,839,878 0 11,239,932,142 H. SPE Liabilities 974,635,551 Page 3 CONFIDENTIAL TREATMENT RE QCE SEED BY MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATE D t'NDE R FOIA OMIT PENNIES 1460 1470 1480 1490 1500 1510 1520 15301 1540 1550 1560 1570 1580 1590 1600 1610 15611 1562 1620 1630 1640 1650 [1660 1670 1680 1686 1687 FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORT PART II CSE BROKER OR DEALER MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED as of 06/30/15 STATEMENT OF FINANCIAL CONDITION LIABILITIES AND OWNERSHIP EQUITY (continued) Liabilities 28. Notes and mortgages payable: A. Unsecured B. Secured 29. Liabilities subordinated to claims of general creditors: A. Cash borrowings: 1. from outsiders $ 0 2. Includes equity subordination(15c3-1(d)) of $ 5,858,000,000 B. Securities borrowings, at market value: ..... . from outsiders $ 0 C. Pursuant to secured demand note collateral agreements: 1. from outsiders $ 0 2. Includes equity subordination(15c3-1(d)) of ........ $ 0 970J 980 990 1000 10101 D. Exchange memberships contributed for use of company, at market value E. Accounts and other borrowings not qualified for net capital purposes 30. TOTAL LIABILITIES Ownership Equity 31. Sole proprietorship 32. Partnership - limited partners 33. Corporation: A. Preferred stock B. Common stock Total 0 12,078,000,000 0 0 0 0 $ 253,581,699,418 $ 0 1020 C. Additional paid- in capital D. Retained Earnings E. Total F. Less capital stock in treasury 34.TOTAL OWNERSHIP EQUITY 35, TOTAL LIABILITIES AND OWNERSHIP EQUITY Page 4 CONFIDENTIAL TREATMENT RE QCE STE D BY MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED UNDER FOIA 0 0 0 1,100 10,526,002,330 5,899,473,640 16,426,477,070 1690 1700 1710 17201 1730 0) $ 16,425,477,070 $ 270,007,176,488 OMIT PENNIES 1740 1750 1760 1770 1780 1791 1792 1793 1794 1795 1796 1800 1810 FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORT PART II CSE BROKER OR DEALER MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED as of 06/30/15 COMPUTATION OF NET CAPITAL 1, Total ownership equity (from Statement of Financial Condition - Item 1800) $ 16,425,477,070 2. Deduct: Ownership equity not allowable for Net Capital ( 0 ) 3. Total ownership equity qualified for Net Capital 4. Add: A. Liabilities subordinated to claims of general creditors allowable in computation of net capital 12,078,000,000 B. Other (deductions) or allowable credits (List) 0 5. Total capital and allowable subordinated liabilities $ 28,503,477,070 6. Deductions and/or charges: A. Total non -allowable assets from Statement of Financial Condition (Notes B and C) $ 15,907,720,550 1. Additional charges for customers' and non -customers' security accounts 24,390,000 2. Additional charges for customers' and non -customers' commodity accounts 0 B. Aged fail -to -deliver: 21,182,389 1. number of items 1,166 C. Aged short security differences -less reserve of $ number of items D. Secured demand note deficiency 0 E. Commodity futures contracts and spot commodities proprietary capital charges F. Other deductions and/or charges G. Deductions for accounts carried under Rule 15c3-1(a)(6), (a)(7) and (c)(2)(x) 0 H. Total deductions and/or charges 3450 0134601 0 3470 3540 3550 3560 3570 3580 3590 0 3600 1,623,162,729 [3610 3615 16,425,477,070 13480 3490 3500 3520 3525 13530 17,576,455,668 ) 7. Other additions and/or allowable credits (List) 0 8. Tentative Net Capital $ 10,927,021,402 9, Total Market Risk Exposure $ 1,436,390,409 10. Total Credit Risk Exposure $ 151,453 11. Net Capital $ 9,490,479,540 Page 5 CONFIDENTIAL TREATMENT REQVISEED BY MERRILL LYNCH, PIE RCI,FENNE R & SMITH INCORPORATED UNDER FOIA OMIT PENNIES 3620 3630 3640 3635 3679 3750 FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORT PART II CSE BROKER OR DEALER MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED as of 06/30/15 COMPUTATION OF NET CAPITAL REQUIREMENT Part A 12. 2% of combined aggregate debit Items as shown in Formula for Reserve Requirements pursuant to Rule 15c3-3 prepared as of the date of net capital computation including both brokers or dealers and consolidated subsidiaries' debits 13. Minimum dollar net capital requirement of reporting broker or dealer and minimum net capital requirement of subsidiaries 14. Net capital requirement (greater of line 12 or 13) 15. Excess net capital (line 11 less 14) $ 1,456,789,619 $ 677,829,571 $ 1,456,789,619 8,033,689,921 16. Percentage of Net Capital to Aggregate Debits (line 11 divided by line 18 page 10) % 37 60 17. Percentage of Net Capital, After anticipated capital withdrawals, to Aggregate Debits item 11 less Item 4880 page 19 divided by line 18 page 10) % 37 60 18. Net capital in excess of the greater of: 5% of combined aggregate debit items or 120% of minimum net capital requirement $ 8,033,689,920 OTHER RATIOS Part B 19. Percentage of debt to debt -equity total computed in accordance with Rule 15c3-1 (d) % 21 82 20. Options deductions/Net Capital ratio (1000% test) total deductions exclusive of liquidating equity under Rule 15c3-1(a)(6), (a)(7) and (c)(2)(x) divided by Net Capital % Page 6 CONFIDENTIAL THE ATMIE NT RE QCE STED BY 'MERRILL LYNCH, PIERCE, FE NNE R & SMITH INCORPORATED UNTIE R FOIA 3870 3880 3760 3910 3851 3854 3920 3860 3852 Appendix G BofAML Senior Managed Deal Lists Bank of America Merrill Lynch BANK OF AMERICA MERRILL LYNCH'S SENIOR MANAGED UNDERWRITING EXPERIENCE, 2012-2014 Sale`DMe 12/17/14 12/17/14 12/17/14 12/17/14 12/16/14 12/16/14 12/16/14 12/12/14 12/11/14 12/10/14 12/10/14 12/10/14 12/10/14 12/10/14 12/10/14 12/09/14 12/09/14 12/09/14 12/09/14 12/09/14 12/09/14 12/09/14 12/09/14 12/09/14 12/04/14 12/04/14 12/04/14 12/04/14 12/04/14 12/03/14 12/03/14 12/03/14 12/03/14 12/03/14 12/03/14 12/03/14 12/02/14 11/24/14 11/21/14 11/20/14 11/20/14 11/20/14 11/20/14 11/20/14 11/18/14 11/18/14 11/18/14 11/18/14 11/18/14 11/18/14 11/18/14 11/14/14 ar (Mo 306.8 Miami -Dade Co School Board 26.1 NYS Dorm Authority 55.8 NYS Dorm Authority 468.3 NYS Dorm Authority 5,0 Massachusetts Dev Finance Agcy 25,0 Massachusetts Dev Finance Agcy 419.0 Northeast Ohio Regional Sewer Dt 353.1 Omaha Public Power Dt (OPPD) 145.5 Palm Beach Co School Board 135.7 California Statewide CDA (CSCDA) 547.6 California Statewide CDA (CSCDA) 54.9 Energy Northwest 25.0 NYS Environmental Facs Corp 89.9 New Hampshire 125.7 Wisconsin Health and Ed Fac Auth 25.0 Bay Area ToII Authority (BATA) 80.3 Bay Area Toll Authority (BATA) 143.7 Bay Area Toll Authority (BATA) 275,0 Bay Area Toll Authority (BATA) 287.4 Bay Area Toll Authority (BATA) 30.0 Montgomery Co Ind Dev Board 30.9 Oregon Hsg & Comm Svcs Dept 45.5 Topeka City -Kansas 21.4 Utah Associated Muni Pwr Sys 96.3 Build NYC Resource Corp 57.3 Grand Traverse Co Hosp Fin Auth 165.0 Long Island Power Authority 413.1 Long Island Power Authority 347.3 Massachusetts 29.6 Massachusetts Housing Fin Agcy 40.2 Massachusetts Housing Fin Agcy 250.0 Michigan Strategic Fund 525.0 New Jersey 597.9 Phoenix City Civic Imp Corp 250.0 Texas Transportation Commission 1580.2 Texas Transportation Commission 49.6 So California Metro Water Dt 27.5 Trimble Co -Kentucky 75.3 Minnesota Muni Power Agency 43,3 Honolulu Water Supply Board 101,7 Honolulu Water Supply Board 152.5 Indiana Sec Market Ed Loans 168.0 Michigan Finance Authority 120.4 Virginia Housing Dev Auth (VHDA) 140.0 Alameda Co (Fremont) USD 121.5 Fort Lauderdale City -Florida 5.5 Hidalgo Co -Texas 20.1 Hidalgo Co -Texas 22.8 Hidalgo Co -Texas 95.0 King Co (Bellevue) SD #405 24.0 Montgomery Co Hsg Opportunities Comm 135.5 Gainesville & Hall Co Hosp Auth Sta FL NY State Personal Inc Tax Rev Bonds NY State Personal Inc Tax Rev Bonds NY State Personal Inc Tax Rev Bonds MA Revenue Bonds MA Revenue Bonds OH Wastewater Imp Rev & Ref Bonds NE Electric System Revenue Bonds FL Certificates of Participation CA Revenue Bonds CA Revenue Bonds WA Revenue Refunding Bonds NY Solid Waste Disposal Bonds NH GO Refunding Bonds WI Revenue Bonds CA Subordinate Toll Bridge Rev Bonds CA Toll Bridge Revenue Bonds CA Toll Bridge Revenue Bonds CA Subordinate Toll Bridge Rev Bonds CA Toll Bridge Revenue Bonds TN Industrial Development Bonds OR Mortgage Revenue Bonds KS Comb Util Imp & Ref Rev Bonds UT Revenue Bonds NY Solid Waste Disposal Rev Bonds MI Revenue Bonds NY Electric System General Rev Bonds NY Electric Sys Gen Revenue Bonds MA Federal Highway GANs MA Housing Bonds MA Housing Bonds MI Limited Obligation Revenue Bonds NJ General Obligation Bonds AZ Jr Lien Water Sys Rev & Ref Bonds TX GO Mobility Fund Bonds TX GO Mobility Fund & Ref Bonds CA Waterworks GO Refunding Bonds KY Pollution Control Revenue Bonds MN Electric Revenue Refunding Bonds HI Water System Revenue Bonds HI Water System Revenue Bonds IN Student Loan Asset -Backed Notes MI Student Loan Revenue Ref Bonds VA Commonwealth Mortgage Bonds CA General Obligation Bonds FL Water & Sewer Revenue Ref Bonds TX Tax Notes TX Certificates of Obligation TX Limited Tax Refunding Bonds WA Unlimited Tax GO Bonds MD Multi -Family Housing Dev Bonds GA Revenue Anticipation Certificates Issue Description Certificates of Participation Series 2015 A Series 2014 F Series 2014 G Series 2014 E Series B 2014 Series A 2014 Series 2014 2015 Series A & B Series 2015 B Series 2014 B & C Series 2014 A Series 2015 Series 2014 2014 Series A Series 2015 2014 Series S-5 2014 Series F-2 2014 Series G & H 2014 Series S-6 2014 Series D & E Series 2014 A 2014 Series C Series 2014-A Series 2014 Series 2014 Series 2014 A-C Series 2014 B Series 2014 A 2014 Series A 2014 Series D 2014 Series E Series 2014 A Series 2014 A & B Series 2014 B Series 2014 A 2014 Series A 2001 Series A Series 2014 A Series 2014 B Series 2014 A Series 2014 Series 25-A 2014 Series A 2014 Series A Series 2014 Series 2014 Series 2014 Series 2014 C Series 2014 2014 Series A Series 2014 B BankofAmerica '�y Merrill Lynch BANK OF AMERICA MERRILL LYNCH'S SENIOR MANAGED UNDERWRITING EXPERIENCE, 2012-2014 Sele=D 'te 11/14/14 11/14/14 11/14/14 11/14/14 11/14/14 11/13/14 11/13/14 11/13/14 11/13/14 11/13/14 11/12/14 11/12/14 11/06/14 11/05/14 11/05/14 11/05/14 11/05/14 11/04/14 10/30/14 10/30/14 10/29/14 10/29/14 10/28/14 10/27/14 10/24/14 10/24/14 10/24/14 10/23/14 10/23/14 10/23/14 10/22/14 10/22/14 10/22/14 10/22/14 10/21/14 10/21/14 10/21/14 10/17/14 10/17/14 10/17/14 10/17/14 10/17/14 10/16/14 10/16/14 10/16/14 10/16/14 10/16/14 10/15/14 10/15/14 10/14/14 10/14/14 10/14/14 Par ($ivMM) issue 206.9 Gainesville & Hall Co Hosp Auth 47.2 Hollywood City -Florida 44.8 Maine Municipal Bond Bank 146.4 North Texas Tollway Auth (NTTA) 310.4 North Texas Tollway Auth (NTTA) 630.0 California 218.9 Hawaii 784.0 Hawaii 297,5 NewJerseyTrans Trust Fund Au 764.1 New Jersey Trans Trust Fund Au 39.2 Allegheny Co Higher Ed Bldg Auth 12.5 Build NYC Resource Corp 142.6 Massachusetts Water Resources Au 65.9 Ernest N Morial Exhibition Hall Auth 20.2 Johnson Co -Kansas 68.9 Richland Co SD #1 45.9 Virginia Resources Auth (VRA) 360.9 Missouri Hlth & Ed Facs Authority 15.3 Huntington Beach Public Fin Auth 49.5 Rhode Island & Providence Plan 1589.1 New York Liberty Dev Corp 123.2 Oklahoma Muni Power Authority 33.5 Build NYC Resource Corp 150.0 University of Missouri Curators 11.4 Fayette Co Hospital Authority 23.6 Fulton Co Development Authority 53.4 Henry Co Hospital Auth 203.9 NYC Housing Dev Corp 346.1 NYC Housing Dev Corp 87.0 Washington Health Care Facs Au 40.4 Key West Utility Board 500,0 Massachusetts 23.7 Milwaukee Co -Wisconsin 186.0 Virginia College Building Auth 80.6 Hennepin Co -Minnesota 100.0 Hennepin Co -Minnesota 178.8 Washington Health Care Facs Au 22.8 Georgia Housing Finance Authority 80.2 Georgia Housing Finance Authority 106.6 Lee Co -Florida 31,8 SC Pub Svc Au (Santee Cooper) 704.5 SC Pub Svc Au (Santee Cooper) 31.1 Charlotte City -North Carolina 74.3 Charlotte City -North Carolina 15.3 NYS Dorm Authority 1044.1 NYS Dorm Authority 60.7 Spartanburg Co SD #1 16.8 Laurens Co SD #56 616.0 Washington 45.7 Lincoln Co -Wyoming 88.3 Lincoln Co -Wyoming 22.5 Sublette Co -Wyoming tet+M 4 4e Desorl)Ztlon GA Revenue Anticipation Certificates FL Water & Sewer Refunding Rev Bonds ME Grant Antcipation Bonds TX 2nd Tier System Rev Ref Bonds TX 1st Tier System Rev Ref Bonds CA Various Purpose GO Bonds HI GO & Refunding Bonds hll GO & Refunding Bonds NJ Transportation Program Notes NJ Transportation Program Bonds PA Univ Revenue Refunding Bonds NY Revenue Refunding Bonds MA General Revenue Refunding Bonds LA Special Tax Refunding Bonds KS GO Internal Improvement Bonds SC GO Refunding Bonds VA State Moral Obligation Rev Bonds MO Health Facilities Revenue Bonds CA Lease Revenue Bonds RI Lease Participation Certificates NY Revenue Bonds OK Power Supply Sys Rev Ref Bonds NY Revenue Refunding Bonds MO System Facilities Revenue Bonds GA Revenue Antic Certificates GA Revenue Bonds GA Revenue Anticipation Certificates NY Multi -Family Mortgage Rev Bonds NY Multi -Family Mortgage Rev Bonds WA Revenue Bonds FL Electric Sys Rev Refunding Bonds MA GO Consolidated Loan Bonds WI Airport Revenue Refunding Bonds VA Education Facs Revenue Ref Bonds MN GO Refunding Bonds MN General Obligation Bonds WA Revenue Bonds GA Single Family Mortgage Rev Bonds GA Single Family Mortgage Bonds FL Transportation Facs Ref Rev Bonds SC Revenue Ref Obligations Bonds SC Refunding Rev Obligations Bonds NC Airport Refunding Revenue Bonds NC Airport Refunding Revenue Bonds NY State Sales Tax Revenue Bonds NY State Sales Tax Revenue Bonds SC GO Refunding Bonds SC GO Refunding Bonds WA Various Purpose GO Ref Bonds WY Pollution Control Rev Ref Bonds WY Pollution Control Rev Ref Bonds WY Pollution Control Rev Ref Bonds Series Series 2014 A Series 2014 Series 2014 A Series 2014 B Series 2014 A Ser EQ-ES of 2014 Ser EO & EP of 2014 2014 Series BB1&2 2014 Series AA Series A of 2014 Series 2014 2014 Series F Series 2014 Series 2014 A Series 2014 D Series 2014 C Series 2014 F 2014 Series A 2014 Series A-C Series 2014 Series 2014 A & B Series 2014 Series 2014 B Series 2014 A Series 2014 A Series 2014 A Series 2014 Series 2014 Series 2014 Series 2014 2014 Series F Series 2014 A Series 2014 B Series 2014 B Series 2014 A Series 2014 D 2014 Series B-2 2014 Subseries B1-3 Series 2014 Series 2014 D Series 2014 C Series 2014 8 Series 2014 A Series 2014 B Series 2014 A Series 2014 D Series 2014 Series R 2015 C Series 2014 Series 2014 Series 2014 Bank ofAmerica '.I Merrill Lynch BANK OF AMERICA MERRILL LYNCH'S SENIOR MANAGED UNDERWRITING EXPERIENCE, 2012-2014 Saie 10/14/14 10/09/14 10/09/14 10/09/14 10/07/14 10/07/14 10/01/14 10/01/14 10/01/14 09/30/14 09/25/14 09/25/14 09/24/14 09/23/14 09/23/14 09/23/14 09/23/14 09/22/14 09/19/14 09/19/14 09/17/14 09/16/14 09/16/14 09/11/14 09/10/14 09/10/14 09/10/14 09/10/14 09/10/14 09/10/14 09/09/14 09/05/14 09/04/14 09/04/14 09/04/14 08/27/14 08/21/14 08/21/14 08/20/14 08/20/14 08/20/14 08/19/14 08/19/14 08/19/14 08/15/14 08/15/14 08/14/14 08/14/14 08/14/14 08/12/14 08/12/14 08/12/14 Date Par ($MM) Csu 40.3 Sublette Co -Wyoming 101.8 Charlotte City -North Carolina 5.5 New Hampshire Business Fin Auth 112.0 San Mateo Co (Sequoia) UHSD 200.6 Arizona Health Facs Authority 18.6 Faulkner Co (Conway) SD #1 300,0 Alachua Co Health Facs Authority 109.8 Maine Municipal Bond Bank 86.5 Rhode Island Hsg & Mtg Fin Corp 215.5 Florida Dept of Envlron Protect 102.9 Mesa City -Arizona 104.9 Pasco Co -Florida 500.0 Texas Public Finance Auth (TPFA) 300.0 California 62.7 Geisinger Authority 60.4 Maryland Hlth & Hghr Ed Facs Au 262.5 San Antonio City -Texas 57.6 Chester Co (West Chester) ASD 37.4 Sarasota Co -Florida 68.2 Univ of Vermont St Agric College 292.4 Chicago City -Illinois 165.3 Indianapolis Loc Pub Imp Bond Bank 217.9 Prince Georges Co -Maryland 23.8 Contra Costa Water Dt 41.8 Los Angeles Municipal Imp Corp 23.9 Maryland Dept of Hsg & Comm Dev 25.0 Maryland Dept of Hsg & Comm Dev 48.0 Maryland Dept of Hsg & Comm Dev 53.2 Maryland Dept of Hsg & Comm Dev 200.0 NYC Municipal Water Fin Auth 24.0 Winthrop Town -Massachusetts 29.0 Martin Co School Board 6.4 Los Angeles Co (Walnut Valley) USD 18.3 Los Angeles Co (Walnut Valley) USD 90.1 Port of Portland -Oregon 431.3 Virginia Public Building Auth 33.5 Hempstead Local Development Corp 92.2 Washington Health Care Facs Au 12.4 Niagara Frontier Transport Auth 65.3 Niagara Frontier Transport Auth 6.1 Orange Co (Fullerton) SD 2:1 San Diego Co -California 91.7 San Diego Co -California 345.2 Wake Co -North Carolina 21.4 Raleigh City -North Carolina 66.7 Raleigh City -North Carolina 16.2 Florence -Darlington Tech Ed Comm 24.3 Homestead City -Florida 980.0 New York City -New York 123.3 Minnesota 288.0 Minnesota 429.7 Minnesota eF Issue-DescllgtIon WY NC Storm Water Fee Rev & Ref Bonds NH Solid Waste Disposal Rev Bonds CA General Obligation Bonds AZ Revenue Bonds AR Refunding Bonds FL Health Facilities Revenue Bonds ME Revenue & Refunding Bonds RI Homeownership Opportunity Bonds FL Revenue Refunding Bonds AZ Utility System Revenue Ref Bonds FL Water & Sewer Ref & Imp Rev Bonds TX Revenue Bonds CA GO Various Purpose Bonds PA Health System Revenue Bonds MD Revenue Bonds TX Elec & Gas Sys Jr Lien Ref Bonds PA General Obligation Bonds FL Infras Sales Surtax Rev Ref Bonds VT General Obligation Bonds IL Wastewater Revenue Bonds IN Refunding Bonds MD GO Consolidated Pub Imp Bonds CA Water Revenue Refunding Notes CA Lease Revenue Bonds MD Residential Revenue Bonds MD Residential Revenue Bonds MD Residential Revenue Bonds MD Residential Revenue Bonds NY Wtr & Swr Sys 2nd Gen Res Bonds MA GO School Bonds FL Ref Certificates of Participation CA GO Refunding Bonds CA GO & Refunding Bonds OR Airport Revenue Bonds VA Public Facilities Rev & Ref Bonds NY Revenue Refunding Bonds WA Revenue Bonds NY Airport Revenue Refunding Bonds NY Airport Revenue Refunding Bonds CA GO Refunding Bonds CA Certificates of Participation CA Certificates of Participation NC GO Public Improvement Bonds NC Limited Oblig Refunding Bonds NC Limited Obligation Bonds SC Special Fee Refunding Rev Bonds FL General Obligation Bonds NY General Obligation Bonds MN GO State Trunk Highway Ref Bonds MN GO State Trunk Highway Bonds MN GO State Various Purpose Bonds Pollution Control Rev Ref Bonds Series 2014 Series 2014 Series 2013 Series 2014 Series 2014 A Series 2014 A & B 2014 Series B & C Series 65-T Series 2014 A Series 2014 Series 2014 A & B Series 2014 Series 2014 B Series 2014 Series 2014 Series AA of 2014 Series 2014 Series 2014 Series 2014 Series 2014 D Sereis 2014 A Series C Series 2014-A 2014 Series D 2014 Series F 2014 Series C 2014 Series E Series CC Series 2014 A 2014 Series B 2014 Series A & C Series Twenty Two Series 2014 A & C Series 2014 Series 2014 C Series 2014 B Series 2014 A 2014 Series Series 2014 B Series 2014 A Series 2014 Series 2014 B Series 2014 A Series 2014 Series 2014 2015 Series A & B Series 2014 E Series 2014 B Series 2014 A BankofAmerica4r Merrill Lynch BANK OF AMERICA MERRILL LYNCH'S SENIOR MANAGED UNDERWRITING EXPERIENCE, 2012-2014 $a(e Date Per ($IMMVl) 08/12/14 212.1 08/12/14 64.0 08/06/14 3.7 08/06/14 19.6 08/06/14 7.1 08/06/14 34.6 08/06/14 44.8 08/05/14 46.4 08/05/14 204.2 07/31/14 27.3 07/31/14 70.7 07/31/14 14.2 07/30/14 42.9 07/30/14 55.7 07/30/14 124.8 07/29/14 20.3 07/29/14 200.0 07/24/14 12.6 07/24/14 67.3 07/24/14 101.9 07/24/14 381.8 07/22/14 100.0 07/22/14 50.0 07/17/14 8.2 07/17/14 100.1 07/17/14 53.5 07/16/14 118.7 07/16/14 34.2 07/15/14 200.0 07/15/14 1201.6 07/15/14 13.9 07/15/14 54.8 07/11/14 76.6 07/10/14 30.0 07/09/14 52.2 07/09/14 100.0 07/09/14 171.4 07/08/14 12.3 07/08/14 24.7 07/02/14 75.0 06/30/14 11.8 06/26/14 39.8 06/26/14 43.9 06/26/14 51.7 06/25/14 74.6 06/25/14 35.8 06/25/14 22.6 06/25/14 205.4 06/25/14 420.1 06/24/14 322.6 06/23/14 80.0 06/23/14 93.1 Univ of Alabama Board of Trustees Washington Maryland Dept of Hsg & Comm Dev Pennsylvania Hghr Ed Facs Auth Smith Co (Tyler) ISD Wyoming Community Dev Authority Wyoming Community Dev Authority Minnesota Muni Power Agency Portland City -Oregon Build NYC Resource Corp Greensboro City -North Carolina Livingston Co -Michigan Baltimore Mayor & City Council Harris Co Improvement Dt #18 Suffolk City -Virginia Berkeley Co -South Carolina Massachusetts James City Co Eco Dev Auth Maine Turnpike Authority New Jersey Transit Corporation New Jersey Transit Corporation Boston Water & Sewer Commission District of Columbia Wtr & Swr Au Marblehead Town -Massachusetts Riverside Co (Palm Springs) USD Washington Health Care Facs Au California Health Facs Fin Auth Nevada System of Higher Ed Bay Area Toll Authority (BATA) Bay Area Toll Authority (BATA) Farmers Branch City -Texas Galveston Co (Dickinson) ISD New Hampshire Housing Fin Auth Western Mich Univ Bd of Trustees Delaware Co Authority NYC Municipal Water Fin Auth North Texas Municipal Water Dt Isle of Wight Co -Virginia Isle of Wight Co -Virginia Colorado Health Facilities Auth Delaware Co Industrial Dev Auth Dodge Co (Kasson-Mantorville) ISD #204 Flagler Co SD Pennsylvania Hghr Ed Facs Auth Baltimore Co -Maryland NYC Housing Dev Corp Washington Washington Washington NYS Dorm Authority NYS Housing Fin -Mortgage Agcy Rhode Island Student Loan Auth Stale lotto Description AL General Revenue Bonds WA Certificates of Participation MD Housing Revenue Bonds PA Revenue Bonds TX Unlimited Tax Refunding Bonds WY Housing Revenue Bonds WY Housing Revenue Bonds MN Electric Revenue Bonds OR 2nd Lien Sewer System Rev Bonds NY Revenue Bonds NC Comb Enterprise Sys Rev Ref Bonds MI GO Capital Improvement Bonds MD GO Consolidated Pub Imp Bonds TX Unlimited Tax Bonds VA GO & Refunding Bonds SC Combined Utility Sys Rev Bonds MA GO Consolidated Loan Bonds VA Lease Revenue Refunding Bonds ME Special Oblig & Turnpike Bonds NJ GANs NJ GANs MA General Revenue Bonds DC Pub Util Sub Ln Multimodal Bonds MA GO Municipal Purpose Loan Bonds CA GO Refunding Bonds WA Revenue Bonds CA Revenue Bonds NV Certificates of Participation CA Revenue Bonds CA Revenue Bonds TX General Obligation Bonds TX Unlimited Tax Schoolhouse Bonds NH Single Fam Mtg Acq Rev Ref Bonds MI General Revenue Refunding Bonds PA Revenue Bonds NY Wtr Swr Sys 2nd Gen Res Rev Bonds TX Water System Rev Ref & Imp Bonds VA GO Refunding Bonds VA GO Refunding Bonds CO Hospital Revenue Bonds PA Refunding Revenue Bonds MN GO School Building Bonds FL Ref Certificates of Participation PA Revenue Bonds MD Metro Dt & Consol Pub Imp Bonds NY Multi -Family Housing Rev Bonds WA Various Purpose GO Bonds WA Various Purpose GO Bonds WA Various Purpose GO Ref Bonds NY St Personal Income Tax Rev Bonds NY Housing Revenue Bonds RI FFELP Loan Backed Bonds O'eries Series 2014 B Series 2014 B Series 2014 C Series 2014 Series 2014 2014 Series 2 & 3 2014 Series 1 Series 2014 2014 Series B Series 2014 Series 2014 Series 2014 Series 2014 A Series 2014 Series 2014 Series 2014 2014 Ser D Sub D-2 Series 2014 Series 2014 Series 2014 B Series 2014 A 2014 Senior Ser A Ser 2014 B Sub B-1 Series of 2014 2014 Series Series 2014 Series 2014 B Series 2014 A 2014 Series F-1 2014 Series A - C Series 2014 Series 2014 2014 Series A Series 2014 Series 2014 2015 Series BB 1 Series 2014 Series 2014 B Series 2014 A Series 2014 E Series 2014 A Series 2014 A Series 2014 A Series 2014 Series 2014 B & C 2014 Series C-2 Series 2015 A-2 Series 2015 A-1 Series R-2015 A Series 2014 C 2014 Series A Series 2014-1 Bank of America''r Merrill Lynch BANK OF AMERICA MERRILL LYNCH'S SENIOR MANAGED UNDERWRITING EXPERIENCE, 2012-2014 Sale Date 06/23/14 06/19/14 06/19/14 06/18/14 06/18/14 06/18/14 06/18/14 06/18/14 06/17/14 06/17/14 06/17/14 06/17/14 06/17/14 06/13/14 06/13/14 06/12/14 06/12/14 06/11/14 06/11/14 06/11/14 06/10/14 06/10/14 06/06/14 06/06/14 06/05/14 06/05/14 06/05/14 06/05/14 06/05/14 06/04/14 06/04/14 06/04/14 06/04/14 06/04/14 06/03/14 05/29/14 05/29/14 05/29/14 05/29/14 05/21/14 05/21/14 05/21/14 05/21/14 05/21/14 05/16/14 05/15/14 05/15/14 05/15/14 05/14/14 05/14/14 05/13/14 05/13/14 P ($ M) 15.0 110.0 973.8 10.1 18.9 103.5 159.0 45.6 10.7 12.2 329.4 15.0 58.8 10.0 642.3 39.4 27.0 275.9 8.0 61.2 60.6 48.6 6.1 39.8 63.9 56.7 286.7 2.4 25.3 93.7 140.3 36.4 78.9 65.3 226.1 565.6 539.3 249.0 113.0 35.5 111.5 901.0 4.6 63.9 8.0 68.5 88.8 57.0 44.6 16.5 70.0 1000.0 lsSu r Rockford City -Illinois Shawnee (Topeka) PUSD #501 Texas Transportation Commission Manchester Town -Connecticut Memphis City -Tennessee New Orleans City -Louisiana New Orleans City -Louisiana West Virginia Hospital Fin Auth Cape May City -New Jersey Cucamonga Vlly Wtr Dt Fin Au Georgia Raleigh City -North Carolina South Dakota Hlth & Ed Facs Auth Maine Educational Loan Authority SC Pub Svc Au (Santee Cooper) Kansas Development Fin Auth Los Angeles Co (Arcadia) USD California Health Facs Fin Auth Los Angeles Co (Duarte) USD Los Angeles Co Metro Trans Auth Chesterfield Co -Virginia Eastern Municipal Water Dt Fin Auth Atlanta Development Authority Atlanta Development Authority Jacksonville Electric Authority Kansas Development Fin Auth Metro Atlanta Rapid Transit Auth New Jersey Hsg & Mtg Fin Agency New Jersey Hsg & Mtg Fin Agency Decatur Hospital Authority Los Angeles Co Reg Financing Au Mesa City -Arizona Suffolk Co -New York Virginia Beach Development Auth Arizona School Facilities Board Massachusetts Wtr Poll Abate Trust Metro Washington Airports Auth Ohio Volusia Co School Board Coastal Carolina University Collin Co (Frisco) ISD Missouri Highway & Transport Com Oregon Oregon Michigan State Housing Dev Auth Camino Real Reg Mobility Auth Jacksonville Electric Authority Wayne Co -Michigan Durham Co -North Carolina San Diego Co (Carlsbad) USD Loudoun Co -Virginia New Jersey Turnpike Authority State 1i enntlen IL GO Sales Tax Alt Rev Source Bonds KS General Obligation Bonds TX GO Mobility Fund Refunding Bonds CT General Obligation Bonds TN Sanitary Sewer Sys Rev Ref Bonds LA Water Revenue & Refunding Bonds LA Sewerage Service Rev & Ref Bonds WV Hospital Revenue Refunding Bonds NJ GO Gen Imp &Wtr Swr & Beach Bonds CA Water Revenue Bonds GA General Obligation Bonds NC GO Public Improvement Bonds SD Revenue Bonds ME Student Loan Revenue Bonds SC Revenue Bonds KS Athletic Facilities Ref Rev Bonds CA General Obligation Bonds CA Revenue Bonds CA General Obligation Bonds CA Sales Tax Rev Ref Senior Bonds VA GO Public Imp & Refunding Bonds CA Refunding Wtr & Wstwtr Rev Bonds GA Revenue Bonds GA Revenue Bonds FL Revenue Bonds KS Revenue Bonds GA Sales Tax Revenue Ref Bonds NJ Multi -Family Housing Rev Bonds NJ Multi -Family Housing Rev Bonds TX Hospital Revenue Bonds CA Insured Revenue Bonds AZ Utility Systems Revenue Bonds NY Public Improvement Serial Bonds VA Public Facility & Ref Rev Bonds AZ Ref Certificates of Participation MA State Revolving Fund Ref Bonds DC Airport System Rev & Ref Bonds OH GO Highway Capital Imp Bonds FL Ref Certificates of Participation SC Higher Education Rev Bonds TX Unitd Tax Sch Bldg & Ref Bonds MO 1st & 2nd Lien Ref St Road Bonds OR General Obligation Bonds OR General Obligation Bonds MI Multi -Family Housing Rev Bonds TX Sr Lien Vehicle Reg Fee Rev Bonds FL Revenue Bonds MI GO Limited Tax Notes NC GO Public Improvement Bonds CA GO Refunding Bonds VA GO Public Improvement Bonds NJ Turnpike Revenue Bonds Series Series 2014 A Series 2014 A Series 2014 Issue of 2014 Ser A Series 2014 Series 2014 Series 2014 2014 Series A Series 2014 Series 2014 Series 2014 A Series 2014 Series 2014 Series 2014 A 1 Series 2014 A & B Series 2014 F Series B of 2014 Series 2014 A Series C Series 2014 A Series A & B of 2014 Series 2014 A Series 2014 B Series 2014 A Issue 3 Series Eight Series 2014 C Series 2014 A Series 2014 A Series 2014 B Series 2014 A Series 2014 A, B1-B3 Series 2014 2014 Series A Series 2014 A & B Series 2014 A 1-3 Series 2014 Series 2014 A Series R Series 2014 B Series 2014 Series 2014 Series A & B 2014 Series 2014 D Series 2014 C Series 2014 Series 2014 Issue Three Ser 7 Series 2014 D Series 2014 Series 2014 Series 2014 A Series 2014 A Bank of America Merrill Lynch BANK OF AMERICA MERRILL LYNCH'S SENIOR MANAGED UNDERWRITING EXPERIENCE, 2012-2014 Sale Date Par t$Mm) lssuler 05/13/14 05/12/14 05/09/14 05/08/14 05/08/14 05/07/14 05/07/14 05/07/14 05/07/14 05/06/14 05/01/14 05/01/14 05/01/14 05/01/14 04/30/14 04/30/14 04/29/14 04/29/14 04/29/14 04/28/14 04/24/14 04/24/14 04/24/14 04/24/14 04/24/14 04/23/14 04/23/14 04/23/14 04/23/14 04/23/14 04/22/14 04/22/14 04/22/14 04/14/14 04/11/14 04/10/14 04/10/14 04/09/14 04/09/14 04/08/14 04/08/14 04/08/14 04/08/14 04/02/14 04/02/14 04/01/14 04/01/14 04/01/14 04/01/14 04/01/14 03/28/14 03/28/14 65.2 Ohio Dept of Administrative Svcs 71,2 Dakota Co (Farmington) ISD #192 21.7 Kentucky Higher Ed Student Loan Corp 23.0 Connecticut Hghr Ed Supp Loan Auth 195.0 New Jersey Hghr Ed Stud Assis Au 90.0 Phoenix Industrial Dev Auth 120,0 Rochester City -Minnesota 29,9 Virginia Resources Auth (VRA) 66,3 Virginia Resources Auth (VRA). 16.0 Southlake Parks Dev Corp 23.2 Dutchess Co Local Dev Corp 31,4 Dutchess Co Local Dev Corp 105.1 Milwaukee City -Wisconsin 28.0 Virginia College Building Auth 9.8 Columbia Co -New York 30.0 Lynn City -Massachusetts 9.1 Colorado Wtr Res & Pwr Dev Au 56.2 Fredericksburg Economic Dev Auth 834.9 Pennsylvania 29.1 Calumet Co (Appleton) ASD 25.0 Bossier Parishwide SD 236.6 Missouri Hlth & Ed Facs Authority 212.1 Texas Public Finance Auth (TPFA) 497.6 Texas Public Finance Auth (TPFA) 215.4 Virginia Public School Authority 10.4 Clarksville City -Tennessee 19.3 Maine Municipal Bond Bank 613.8 New Jersey Economic Dev Auth 615.5 New Jersey Economic Dev Auth 22.5 Univ of North Carolina Bd of Gov 5.0 Oregon 50.1 Oregon 61.1 Philadelphia Municipal Authority 36.7 Little Cypress-Mauricevllie CISD 131.1 Charlotte City -North Carolina 250.0 Illinois 71.5 Polk Co -Florida 77.7 Michigan State Housing Dev Auth 650.0 NYC Transitional Finance Auth 27.0 Cass Co (Fargo) PSD #1 21.8 South Dakota Housing Dev Auth 24.7 South Dakota Housing Dev Auth 85.1 Virginia Beach City -Virginia 120.0 Lancaster Co (Lincoln) PSD #1 17.5 North Reading Town -Massachusetts 67.3 Benton Co (Rogers) SD #30 34.6 Massachusetts Dev Finance Agcy 61.9 Polk Co (Des Moines) ICSD 27.0 Santa Fe PSD 62.8 Seattle City -Washington 19.0 Fulton Co Development Authority 56.8 Fulton Co Development Authority State ISO DOSC 1ptiOtt OH Ref Certificates of Participation MN GO School Building Ref Bonds KY Student Loan Revenue Bonds CT State Supported Revenue Bonds NJ Sr & Sub Student Loan Rev Bonds AZ Health Care Facilities Rev Bonds MN Health Care Facilities Rev Bonds VA State Moral Oblgation Rev Bonds VA Infrastructure Revenue Bonds TX Sales Tax Rev Refunding Bonds NY Revenue Bonds NY Revenue Bonds WI GO Promissory Notes & Corp Bonds VA Educational Facs Rev Ref Bonds NY Public Improvement Serial Bonds MA GO State Qual Sch Proj Loan Bonds CO Clean Water Revenue Bonds VA Hospital Facs Rev & Ref Bonds PA GO & Refunding Bonds WI GO Corporate Purpose Bonds LA GO School Bonds MO Health Facilities Revenue Bonds TX Unemploy Comp Oblig Assess Bonds TX Unemploy Comp Oblig Assess Bonds VA School Financing Refunding Bonds TN GO Refunding & Improvement Bonds ME Revenue Bonds NJ School Facilities Con & Ref Bonds NJ School Facilities Con Ref Bonds NC General Revenue & Refunding Bonds OR General Obligation Bonds OR General Obligation Bonds PA City Service Agreement Rev Bonds TX Unlimited Tax School Bldg Bonds NC GO Refunding Bonds IL General Obligation Bonds FL Public Facilities Rev Ref Bonds MI Rental Housing Revenue Bonds NY Future Tax Secured Sub Bonds ND Limited Tax Bonds SD Homeownership Mortgage Bonds SD Homeownership Mortgage Bonds VA GO Public Improvement Bonds NE GO School Bonds MA GO Municipal Purpose Loan Bonds AR Refunding Bonds MA Special Obligation Bonds IA Sch Infra Sales Svcs & Use Tax NM General Obligation Bonds WA Limited Tax GO Imp & Ref Bonds GA Georgia Tech Fac Ref Rev Bonds GA Geogia Tech Facs Ref Rev Bonds Series 2014 A Series 2014 A Senior Series 2014 A 2014 Series A Series 2014 IA -I& IB Series 2014 A Series 2014 Series 2014 A Series 2014 A Series 2014 Series 2014 B Series 2014 A Series 2014 N2 & B3 Series 2014 B 2014 Series A 2014 Series A Series 2014 First Series of 2014 Series 2014 Series 2014 A Series 2014 A Series 2014 B Series 2014 B Series 2014 2014 Series A 2014 Series PP & RR 2014 Series QQ Series 2014 A 2014 Series B 2014 Series A Series 2014 B Series 2014 Series 2014 A Series of April 2014 Series 2014 2014 Series A 2014 Ser D Sub D-1 Series 2014 2014 Series B & C 2014 Series A Series 2014 A Series 2014 Series of 2014 Series 2014A Series 2014 Series 2014 Series 2014 Series 2014 B Series 2014 A Bank ofAmerica ' Merrill Lynch BANK OF AMERICA MERRILL LYNCH'S SENIOR MANAGED UNDERWRITING EXPERIENCE, 2012-2014 Sale i�site 03/28/14 03/27/14 03/25/14 03/25/14 03/25/14 03/25/14 03/25/14 03/25/14 03/25/14 03/21/14 03/21/14 03/21/14 03/18/14 03/18/14 03/18/14 03/18/14 03/18/14 03/18/14 03/18/14 03/14/14 03/14/14 03/14/14 03/14/14 03/14/14 03/14/14 03/14/14 03/13/14 03/12/14 03/12/14 03/05/14 03/04/14 02/28/14 02/28/14 02/26/14 02/25/14 02/18/14 02/12/14 02/11/14 02/11/14 02/04/14 02/04/14 01/30/14 01/30/14 01/30/14 01/29/14 01/29/14 01/29/14 01/29/14 01/28/14 01/24/14 01/23/14 01/23/14 pair ($MM) (sSUCl' 236.3 Orlando City -Florida 100.0 Connecticut Housing Finance Auth 206.1 Anne Arundel Co -Maryland 4.2 Connecticut 7.8 Connecticut 10.0 Connecticut 25.0 Connecticut 44.0 Harris Co (Klein) ISD 100.0 Santa Clara Co (Cupertino) USD 34,8 Rhode Island Student Loan Auth 14.9 Westchester Co Local Dev Corp 85.7 Westchester Co Local Dev Corp 96.0 Clark Co -Nevada 221.9 Clark Co -Nevada 117.1 Howard Co -Maryland 65.2 Norfolk City -Virginia 92.2 Oklahoma City -Oklahoma 8,1 Washington Co (Fayetteville) SD#1 8.7 Washington Co (Fayetteville) SD#1 18.0 Connecticut 20.0 Connecticut 75.0 Connecticut 240.0 Connecticut 12.0 NYS Housing Fin -Mortgage Agcy 31.7 NYS Housing Fin -Mortgage Agcy 80.2 NYS Housing Fin -Mortgage Agcy 39.8 Charlotte City -North Carolina 153.0 Boston City -Massachusetts 1807.5 California 450.0 Maryland 38.7 University of Kentucky 11.3 Knox City -Indiana 61.8 NYS Dorm Authority 9.8 Iberia Parishwide SD 55.6 Oklahoma Water Resources Bd 34.9 Cambridge City -Massachusetts 21.4 Otter Tail Co (Pelican Rapids) ISD #548 10.4 Lake Michigan College 50.0 Nevada System of Higher Ed 140,0 Dorchester Co SD #2 24.8 Harris -Montgomery Cos MUD #386 30.3 Baltimore Co -Maryland 60.0 Baltimore Co -Maryland 250.0 Triborough Bridge & Tunnel Auth 21.6 Maine State Housing Authority 30.0 Maine State Housing Authority 43.5 Massachusetts Dev Finance Agcy 100.0 Triborough Bridge & Tunnel Auth 202.1 Tarrant Regional Water Dt 73.0 Yuma Industrial Development Auth 100,0 Berkeley Co SD 15.7 Craighead Co (Nettleton) SSD Slat FL CT MD CT CT CT CT TX CA RI NY NY NV NV MD VA OK AR AR CT CT CT CT NY NY NY NC MA CA MD KY IN NY LA OK MA MN MI NV SC TX MD MD NY ME ME MA NY TX AZ SC AR Desgiptlnn Revenue Bonds Housing Mortgage Finance Bonds GO Gen Imp & Water & Sewer Bonds General Obligation Bonds General Obligation Bonds General Obligation Bonds General Obligation Bonds Unitd Tax Schoolhouse Bonds General Obligation Bonds Student Loan Program Rev Bonds Revenue Bonds Revenue Bonds Airport Sys Sub Ln Rev Ref Bonds Airport Sys Sub Ln Rev Ref Bonds GO Consol Pub Imp & Ref Bonds GO Refunding Bonds General Obligation Bonds Refunding Bonds Refunding Bonds General Obligation Bonds General Obligation Bonds General Obligation Bonds General Obligation Bonds Homeowner Mortgage Rev Bonds Homeowner Mortgage Rev Bonds Homeowner Mortgage Rev Bonds Certificates of Participation General Obligation Bonds GO Various Purpose & Ref Bonds GO State & Local Facs Loan Bonds General Receipts Bonds Economic Dev Revenue Bonds Revenue Bonds General Obligation School Bonds Revolving Fund Rev Ref Bonds GO Municipal Purpose Loan Bonds GO School Building Bonds GO College Building & Site Bonds Universities Revenue Bonds General Obligation Bonds Unlimited Tax Bonds GO Metropolitan Dt Ref Bonds GO Metropolitan District Bonds General Revenue Bonds Mortgage Purchase Bonds Mortgage Purchase Bonds Revenue Bonds General Revenue BANs Water Transmission Facs Rev Bonds Hospital Revenue Bonds General Obligation Bonds Refunding Bonds Series Series 2014 A 2014 Ser A Sub A1&2 Series 2014 2014 Series B-2 2014 Series B-3 2014 Series B-1 2014 Series B-4 Series 2014 Series B 2014 Senior Ser A Series 2014 B Series 2014 A Series 2014 A-1 Series 2014 A-2 2014 Series A Series 2014 Series 2014 2014 Series A-2 2014 Series A-3 2014 Series A-4 2014 Series A-1 Series 185 Series 187 Series 186 Series 2014 A 2014 Series A 2014 1st Series A 2014 Series B Series 2014 Series 2014 Series 2014 Series 2014 A Series of 2014 Series 2014 A Series 2014 Series 2014 A Series of 2014 A Series 2014 2014 Series 76th Issue Series 2014 A 2014 Series A-1 2014 Series A-2 Series 2014 A Series 2014 A Series 2014 Series 2014 A Series 2014 A Bank of America Merrill Lynch BANK OF AMERICA MERRILL LYNCH'S SENIOR MANAGED UNDERWRITING EXPERIENCE, 2012-2014 Sale Date 01/22/14 01/21/14 01/21/14 01/17/14 01/15/14 01/14/14 01/14/14 01/08/14 01/08/14 01/08/14 01/08/14 01/08/14 01/08/14 01/07/14 12/20/13 12/18/13 12/17/13 12/17/13 12/17/13 12/12/13 12/12/13 12/11/13 12/10/13 12/09/13 12/09/13 12/05/13 12/05/13 12/05/13 12/05/13 12/04/13 12/04/13 12/04/13 12/03/13 11/26/13 11/26/13 11/20/13 11/20/13 11/20/13 11/20/13 11/20/13 11/19/13 11/18/13 11/18/13 11/15/13 11/15/13 11/14/13 11/14/13 11/13/13 11/13/13 11/13/13 11/13/13 11/13/13 Par ($MM) 1000.0 Port Authority of NY & NJ 69.5 Blue Earth Co (Mankato) ISD #77 15.7 Lexington Co Rural Recreation Dt 45.7 Massachusetts Dev Finance Agcy 267.4 Florida Dept of Transportation 40.4 Wichita City -Kansas 85.8 Wichita City -Kansas 11.0 Columbus City -Ohio 22.0 Columbus City -Ohio 30.8 Columbus City -Ohio 33.7 Columbus City-Ohlo 36.6 Energy Northwest 200.0 New Jersey Educational Facs Au 240.3 Univ of Texas Sys Bd of Regents 40.0 NYS Housing Fin -Mortgage Agcy 26.1 Schertz-Cibolo-Universal City ISD 525.0 Massachusetts 20.0 Washington Hghr Ed Facs Auth 33.0 Washington Hghr Ed Facs Auth 561.0 Empire State Development Corp 350.0 Illinois 167.7 Hawaii 130.9 Massachusetts St College Bldg Au 30.0 Ohio Higher Ed Fac Commission 60.0 Oklahoma Co (Oklahoma City) ISD #89 476.6 Delaware River Port Auth of PA NJ 495.4 District of Columbia 90,7 Nassau Co -New York 59.1 New Hampshire 79,6 Arizona School Facilities Board 38.2 Medford City -Oregon 35.6 Sarasota Co -Florida 139.1 Port of Seattle -Washington 62.9 Atlantic City -New Jersey 38.3 Dallas Co Hospital Dt 59.4 Florida Development Fin Corp 141.7 Illinois Finance Authority 16.3 Maryland Dept of Hsg & Comm Dev 225.0 Maryland Dept of Transportation 90.7 Ohio Higher Ed Fac Commission 8.3 Oregon Hsg & Comm Svcs Dept 384.0 Kentucky Higher Ed Student Loan Corp 80.5 Pasadena City -California 568.9 Baltimore Mayor & City Council 16.1 Duval Co School Board 29.5 Massachusetts Housing Fin Agcy 101.5 Missouri Env Imp & Energy Res Au 100.0 California 172.7 Georgia 76.1 Mississippi 83.1 Mississippi 8.2 Oregon - - *to Issue Description NY Consolidated Bonds MN GO School Building Bonds SC GO Refunding Bonds MA Revenue Bonds FL Turnpike Revenue Bonds KS GO Temporary Notes KS GO Temporary Notes OH GO Various Purpose Ref Bonds OH GO Various Purpose Ref Bonds OH GO Various Purpose Ref Bonds OH GO Various Purpose Ref Bonds WA Revenue Refunding Bonds Ni Revenue Bonds TX Permanent University Fund Bonds NY Housing Revenue Bonds TX Unitd Tax Sch Bldg & Ref Bonds MA GO Consolidated Loan Bonds WA Revenue Bonds WA Revenue Bonds NY State Personal Inc Tax Rev Bonds IL General Obligation Bonds HI Lease Revenue COPs MA Project Revenue Bonds OH Hospital Revenue Bonds OK General Obligation Bonds NJ Revenue Bonds DC General Obligation Bonds NY General Improvement Bonds NH GO Capital Improvement Bonds AZ Ref Certificates of Participation OR Limied Tax Revenue Bonds FL Utility System Revenue Bonds WA Intermediate Lien Rev Ref Bonds Ni GO & Tax Appeal Refunding Bonds TX Limited Tax & Revenue Bonds FL Healthcare Facilities Rev Bonds IL Clean Water Initiative Rev Bonds MD Housing Revenue Bonds MD Consolidated Transportation Bonds OH Hospital Revenue Bonds OR Mortgage Revenue Bonds KY Student Loan Asset Backed Notes CA Revenue Refunding Elec Bonds MD Revenue Ref & Subordinate Bonds FL Certificates of Participation MA Housing Bonds MO Water PC & Drinking Wtr Ref Bonds CA General Obligation Bonds GA General Obligation Bonds MS General Obligation Bonds MS General Obligation Bonds OR General Obligation Bonds Series' 181st & 182nd Series Series 2014 A Series 2014 A Series F (2014) Series 2013 C Series 266 Series 264 Series 2014-4 Series 2014-2 Series 2014-3 Series 2014-1 Series 2014 Series 2014 A Series 2014 A 2013 Series A Series 2014 2014 Series A Series 2013 B Series 2013 A Series 2013 E Series of Dec 2013 Series 2013 Series 2014 A Series 2013 B Series of 2014 Series of 2013 Series 2013 A 2013 Series C 2013 Series B Series 2013 A-1 & 2 Series 2013 Series 2013 Series 2013 Series 2013 Series 2013 Series 2013 B Series 2013 Series 2013 F Ser 2013 2nd Issue Series 2013 A 2013 Series F Series 2013-2 2013 A Series Series 2013 A - E Series 2013 A 2013 Series E Series 2013 A Series 2013 D Series 2013 H Series 2013 B Series 2013 B 2013 Series 0 Bankof America'P-4,' Merrill Lynch BANK OF AMERICA MERRILL LYNCH'S SENIOR MANAGED UNDERWRITING EXPERIENCE, 2012-2014 Salo Bete 'Pa ($M1V1) Is uer 11/13/13 106.9 11/13/13 11/13/13 11/08/13 11/08/13 11/07/13 11/07/13 11/07/13 11/06/13 11/06/13 ,11/06/13 11/05/13 11/05/13 11/05/13 11/05/13 11/05/13 11/05/13 11/05/13 11/05/13 10/31/13 10/30/13 10/29/13 10/29/13 10/29/13 10/29/13 10/29/13 10/29/13 10/29/13 10/29/13 10/29/13 10/29/13 10/29/13 10/29/13 10/25/13 10/24/13 10/23/13 10/23/13 10/22/13 10/22/13 10/18/13 10/17/13 10/17/13 10/17/13 10/17/13 10/16/13 10/16/13 10/16/13 10/15/13 10/15/13 10/10/13 10/09/13 10/09/13 Oregon 200.0 Valparaiso City -Indiana 273.4 Virginia Transportation Board 6.4 Oregon Hsg & Comm Svcs Dept 33.2 Oregon Hsg & Comm Svcs Dept 9.8 Hamilton Co -Indiana 11.9 Hamilton Co -Indiana 45.1 Hempstead Local Development Corp 30.4 Fredericksburg Economic Dev Auth 100.0 Louisville -Jefferson Co Metro Swr Dt 145.5 Washington Twp Health Care Dt 90.8 Collin Co (Frisco) ISD 25.0 Hawaii 29.8 Hawaii 771.5 Hawaii 423.7 Massachusetts 460.9 New Jersey Economic Dev Auth 57.4 Topeka Public Building Comm 83.0 Williamson Co -Tennessee 54.0 Collin Co (Allen) ISD 33.0 Illinois Finance Authority 52.0 Berkeley Co SD 300.0 Colorado Health Facilities Auth 64.2 Florida Development Fin Corp 87.2 Franklin Co -Ohio 45.7 Idaho Health Facilities Auth 65.1 Michigan Finance Authority 103,9 Montgomery Co -Maryland 15.7 Northampton Co Gen Purpose Auth 33.7 Northampton Co Gen Purpose Auth 4.0 Oregon 71.0 Oregon 44.8 Virginia Beach City -Virginia 76.0 Illinois Finance Authority 373.9 Minnesota 39.6 California Municipal Fin Auth 70.0 NYS Housing Fin -Mortgage Agcy 11.0 Bastrop City -Texas 61,7 Suffolk Co -New York 20.4 California Municipal Fin Auth 2.5 Norfolk City -Virginia 81.7 Norfolk City -Virginia 131,0 Norfolk City -Virginia 101.9 Virginia Housing Dev Auth (VHDA) 17.7 Montgomery Economic Dev Auth 24.5 Montgomery Economic Dev Auth 24.3 Winchester City -Virginia 77.3 Kansas Development Fin Auth 12.5 Wicomico Co -Maryland 52.9 Pennsylvania Hghr Ed Facs Auth 16.2 Durham City -North Carolina 18.5 Durham City -North Carolina State issue ISissi option OR General Obligation Bonds IN Exempt Facilities Revenue Bonds VA Federal Transportation Rev GANs OR Mortgage Revenue Bonds OR Mortgage Revenue Bonds IN General Obligation Bonds IN General Obligation Bonds NY Revenue Bonds VA Revenue & Refunding Bonds KY Sewer & Drainage Sys Rev Bonds CA General Obligation Bonds TX Unitd Tax School Building Bonds HI General Obligation Bonds HI General Obligation Bonds HI GO & Refunding Bonds MA Commonwealth Transport Fund Bonds NJ Tax -Exempt Private Activity Bonds KS Leasehold Revenue Bonds TN GO Sch & Public Improvement Bonds TX School Building & Refunding Bonds IL Revenue Refunding Bonds SC Special Obligations Bonds CO Revenue Bonds FL Healthcare Facs Rev Bonds OH Revenue Bonds ID Revenue Bonds MI Hospital Revenue Bonds MD Revenue Bonds PA College Refunding & Revenue Bonds PA College Refunding & Revenue Bonds OR General Obligation Bonds OR General Obligation Bonds VA Water & Sewer System Rev Bonds IL Revenue Refunding Bonds MN GO State Various Purp Ref Bonds CA Revenue Bonds NY Revenue Bonds TX Comb Tax & Certs of Obligation NY Public Improvement Serial Bonds CA Revenue Bonds VA GO Qualified Energy Cons Bonds VA GO Cap Improvement & Ref Bonds VA GO Cap Improvement & Ref Bonds VA Commonwealth Mortgage Bonds VA Revenue Bonds VA Revenue Bonds VA GO Public Improvement Bonds KS Revenue & Refunding Bonds MD GO Public Improvement Bonds PA Revenue Bonds NC Limited Obligation Bonds NC Limited Obligation Bonds ie 2013 Series N Series 2013 Series 2013 A 2013 Series E 2013 Series D Series of 2013 C Series of 2013 D Series 2013 Series 2013 A Series 2013 C 2013 Series B& A Series 2013 2013 Series EM 2013 Series EN Series 2013 EH -EL 2013 Series A Series 2013 Series 2013 Series 2013 Series 2013 Series 2013 B Series 2013 Series 2013 A Series 2013 A Series 2013 OH Series 2013 ID Series 2013 MI-1 Series 2013 MD Series 2013 B Series 2013 A 2013 Series M 2013 Series L Series of 2013 Series 2013 A Series 2013 F Series 2013 A 2010 Series A Series 2013 2013 Series B Series 2013 B Series 2013 C Series 2013 B Series 2013 A 2013 Series C Series 2013 A Series 2013 B Series 2013 Series 2013 G 1&2 Series of 2013 Series 2013 A Series 2013 B Series 2013 A BankofAmerica '� Merrill Lynch BANK OF AMERICA MERRILL LYNCH'S SENIOR MANAGED UNDERWRITING EXPERIENCE, 2012-2014 ail bate 'Per (SMIN11 10/08/13 113.7 09/26/13 181.8 09/26/13 546.2 09/26/13 600.0 09/26/13 712.3 09/26/13 506.8 09/24/13 27.7 09/24/13 120.9 09/19/13 18.2 09/18/13 12,6 09/18/13 16.2 09/18/13 55.9 09/17/13 477.7 09/17/13 183.3 09/17/13 161.7 09/17/13 285.9 09/12/13 27.8 09/12/13 37.7 09/12/13 274,0 09/11/13 30.1 09/11/13 35.3 09/11/13 210.7 09/10/13 468.9 09/10/13 481.2 09/10/13 17.2 09/10/13 58.4 09/04/13 211.0 08/28/13 62.0 08/23/13 104.3 08/23/13 156.5 08/22/13 440.0 08/22/13 78.2 08/21/13 29.6 08/21/13 144.9 08/21/13 35.5 08/20/13 3.4 08/20/13 21.5 08/20/13 85.7 08/20/13 216.4 08/20/13 849.2 08/20/13 41.4 08/15/13 17.9 08/15/13 12.0 08/12/13 28.6 08/08/13 39.9 08/08/13 139.5 08/08/13 32.7 08/07/13 162.2 08/06/13 248.8 08/01/13 57.3 08/01/13 50.4 07/31/13 91.8 Issuer. Texas Metropolitan Transport Auth (MTA) Regents of the Univ of California Regents of the Univ of California Regents of the Univ of California SC Pub Svc Au (Santee Cooper) Bismarck City -North Dakota Denver City and Co -Colorado Kannapolis City -North Carolina Fort Bend Co MUD#151 NYC Housing Dev Corp NYC Housing Dev Corp Empire State Development Corp Ohio Public Fac Commission Oregon Facilities. Authority Washington Clarksville Town -Indiana Pennsylvania Hghr Ed Facs Auth Texas PAB Surface Trans Corp Iowa State Board of Regents Pembroke Pines City -Florida West Virginia Hospital Fin Auth Arkansas Empire State Development Corp Sarasota Co -Florida Virginia Housing Dev Auth (VHDA) Portland City -Oregon Marco Island City -Florida Charlotte City -North Carolina Dallas City -Texas NYS Dorm Authority Oregon Facilities Authority Charleston Co Airport Dt Charleston Co Airport Dt Oklahoma Water Resources Bd Columbus City -Ohio Columbus City -Ohio Columbus City -Ohio Columbus City -Ohio New Jersey Trans Trust Fund Au Oklahoma Water Resources Bd Minnesota Muni Power Agency Pennsylvania Hghr Ed Facs Auth Johnson Co (Alvarado) ISD Baxter Co (Mountain Home) SD #9 South Carolina Jobs Econ Dev Au University Medical Center Corp Alabama Chicago City -Illinois Fulton Co Development Authority Milwaukee Co -Wisconsin Deschutes Co (Bend -La Pine) ASD #1 tatr TX NY CA CA CA SC ND CO NC TX NY NY NY OH OR WA IN PA TX IA FL WV AR NY FL VA OR FL NC TX NY OR SC SC OK OH OH OH OH NJ OK MN PA TX AR SC AZ AL IL GA WI OR Issue De$sriptlon GO College Student Loan Bonds Transportation Revenue Ref Bonds General Revenue Bonds General Revenue Bonds General Revenue Bonds Revenue Obligations Lodging & Restaurant Rev Bonds GO Better Denver & Ref Bonds Water and Sewer Sys Rev Bonds Unlimited Tax Bonds Multi -Family Housing Rev Bonds Multi -Family Housing Rev Bonds State Personal Inc Tax Rev Bonds General Obligation Bonds Revenue Bonds Fed Highway Grant Antic Rev Bonds Sewage Works Revenue Bonds Revenue Bonds Senior Lien Revenue Bonds Academy Building Revenue Bonds Communications Svcs Ref Rev Bonds Hospital Revenue Ref & Imp Bonds Four Lane Hway Con & Imp Bonds State Personal Inc Tax Rev Bond 2nd Guar Entitlement Rev Bonds Rental Housing Bonds 2nd Lien Swr Sys Rev & Ref Bonds Utility System Ref Revenue Bonds GO Refunding Bonds Wtrwrks & Swr Sys Rev Ref Bonds State Univ Dorm Facs Rev Bonds Revenue Bonds Airport Revenue Bonds Airport Revenue Bonds Revolving Fund Revenue Ref Bonds GO Securities Var Purpose Bonds GO Securities Var Purpose Bonds GO Securities Var Purpose Bonds GO Securities Var Purpose Bonds Transportation Program Bonds Revolving Fund Revenue Bnds Electric Revenue Bonds Revenue Bonds Unlimited Tax School Bldg Bonds Refunding Bonds Hospital Refunding Rev Bonds Hospital Revenue Bonds GO Refunding & Cap Imp Bonds Customer Fac Charge Rev Bonds Refunding Revenue Bonds Airport Revenue & Ref Bonds General Obligation Bonds SOrlel? Series 2013 B Subser 02G-1 b-d,f-h 2013 Series Al 2013 Series AK 2013 Series AJ 2013 Series E Series 2013 Series 2013 A Series 2013 Series 2013 A 2013 Series A-2 2013 Series A-1 Series 2013 D Series 2013 B Series 2013 C Series 2014 C Series of 2013 Series 2013 A Series 2013 Series S U 12013 A Series 2013 2013 Series A Series 2013 Series 2013 C Series 2013 2013 Series F 2013 Series A Series 2013 Series 2013 Series 2013 Series 2013 A Series 2013 A Series 2013 B Series 2013 A Series 2013 B Series 2013 C Series 2013 D 2013 Series B 2013 Series A 2013 Series AA Series 2013 A Series 2013 Series 2013 Series 2013 Series 2013 A Series 2013 Series 2013 A & B Series 2013 Series 2013 Series 2013 A & B Series 2013 B Bank ofAmerica'�I Merrill Lynch BANK OF AMERICA MERRILL LYNCH'S SENIOR MANAGED UNDERWRITING EXPERIENCE, 2012-2014 Sale Date 07/31/13 07/31/13 07/31/13 07/31/13 07/31/13 07/30/13 07/30/13 07/29/13 07/29/13 07/24/13 07/24/13 07/23/13 07/23/13 07/22/13 07/18/13 07/18/13 07/17/13 07/17/13 07/17/13 07/17/13 07/16/13 07/11/13 07/11/13 07/10/13 07/10/13 07/10/13 07/10/13 07/09/13 07/09/13 07/01/13 06/28/13 06/27/13 06/27/13 06/27/13 06/27/13 06/26/13 06/26/13 06/26/13 06/26/13 06/26/13 06/26/13 06/26/13 06/20/13 06/19/13 06/19/13 06/19/13 06/19/13 06/19/13 06/19/13 06/18/13 06/13/13 06/12/13 Par f $iVIiMO_ 49.0 600,0 100,0 20.1 115.8 13.5 30.3 16.2 99.7 900.0 28.6 52.1 145.0 265.2 64.4 32.9 63.8 308.9 32.2 56.5 140.4 12.3 152.0 49.7 67.0 166.6 189.1 22.0 61.9 49.5 21.7 19.7 71.9 43.6 47.3 21.0 13.6 74.7 40.0 52.8 123.8 462.2 154.1 18.9 15.0 25.0 50.0 25.0 30.9 19.6 66.7 549.0 Issuer Franklin Town -Massachusetts Massachusetts Pennsylvania Econ Dev Fin Auth Virginia Resources Auth (VRA) Wisconsin Health and Ed Fac Auth Winston-Salem City -North Carolina Winston-Salem City -North Carolina Johnson City Hlth & Ed Facs Bd Johnson City Hith & Ed Facs Bd Bay Area Toll Authority (BATA) Prince William Co -Virginia Kansas City -Missouri Kansas City -Missouri Pennsylvania Turnpike Commission Suffolk City -Virginia Yavapai Co Ind Dev Auth Alexandria City -Virginia California State Univ Trustees Texas Water Development Board Texas Water Development Board South Carolina Jobs Econ Dev Au Pennsylvania Hghr Ed Facs Auth Smith Co (Tyler) ISD Garland Co (Lake Hamilton) SD #5 Harris Co (Crosby) ISD NYS Environmental Facs Corp Tarrant Co Cult Ed Fac Fin Corp Fremont City -California Milwaukee City -Wisconsin San Diego Public Facs Fin Auth Delaware Co Industrial Dev Auth Gregg Co (Sabine) ISD Kansas Development Fin Auth Ohio Higher Ed Fac Commission Swarthmore Borough Authority Colorado St Bd of Comm Coll & Occ Ed Maryland Dept of Hsg & Comm Dev NYC Housing Dev Corp Northampton Co Gen Purpose Auth Riverside Co Transportation Comm Riverside Co Transportation Comm Riverside Co Transportation Comm Anne Arundel Co -Maryland Adams Co Industrial Dev Auth Maine State Housing Authority Maine State Housing Authority Massachusetts Dev Finance Agcy Northampton Co Gen Purpose Auth Sacramento City -California Arlington City -Texas South Dakota Housing Dev Auth Massachusetts School Bldg Auth MA MA PA VA WI NC NC TN TN CA VA MO MO PA VA AZ VA CA TX TX SC PA TX AR TX NY TX CA WI CA PA TX KS OH PA CO MD NY PA CA CA CA MD PA ME ME MA PA CA TX SD MA issue- Desorption GO Municipal Purpose Loan Bonds GO Consolidated Loan Bonds Solid Waste Disposal Rev Bonds State Moral Obligation Rev Bonds Revenue Bonds Limited Obligation Bonds Limited Obligation Bonds Hospital Revenue Bonds Hospital Refunding Revenue Bonds SF Bay Area Toll Bridge Rev Bonds GO Public Improvement Bonds Gen Imp Airport Ref Rev Bonds Gen Imp Airport Ref Rev Bonds Turnpike Revenue Bonds GO & Refunding Bonds Hospital Revenue Ref Bonds GO Capital Improvement Bonds Systemwide Revenue Bonds Water Fin Assistance & Ref Bonds Water Financial Assistance Bonds Hospital Ref Revenue Bonds Revenue Bonds Unlimited Tax School Bldg Bonds Refunding & Construction Bonds Unlimited Tax Sch Building Bonds State Revolving Funds Rev Bonds Hospital Revenue Bonds GO Refunding Bonds GO Promissory Notes Lease Revenue & Ref Bonds Refunding Revenue Bonds Unitd Tax School Building Bonds Revenue Bonds Higher Ed Facility Rev Bonds Revenue Bonds Systemwide Revenue Bonds Multi -Family Dev Rev Bonds Multi -Family Mortgage Rev Bonds Hospital Revenue Bonds Toll Revenue Senior Lien Bonds Toll Revenue Senior Lien Bonds Ltd Tax Sales Tax Rev Bonds ConsolGen Imp & Wtr & Swr Bonds Revenue Bonds Mortgage Purchase Bonds Mortgage Purchase Bonds Hospital Revenue Bonds Hospital Revenue Bonds Wastewater Revenue Bonds Permanent Improvement Bonds Homeownership Mortgage Bonds Senior Dedicated Sales Tax Bonds Series Series of 2013 2013 Series E Series 2013 Series 2013 B Series 2013 A Series 2013 B Series 2013 A Series 2013 A Series 2013 B 2013 Series S-4 Series 2013 Series 2013 B Series 2013 A Series B of 2013 Series 2013 Series 2013 A Series 2013 Series 2013 A Series 2013 C Series 2013 B Series 2013 A Series AO-1 Series 2013 Series 2013 Series 2013 B Series 2013 2013 Series Series 2013 T6 Series 2013 A & B Series 2013 A Series 2013 Series 2013 A Series of 2013 Series 2013 Series 2013 G 2013 Series B Series 2013 B 2013 Series B 2013 Series A 2013 Series A Series 2013 I & II Series 2013 2013 Series D-1 2013 Series D-2 Series 2013 Series 2013 A Series 2013 Series 2013 A 2013 Series D 2013 Series A BankofAmerica's Merrill Lynch BANK OF AMERICA MERRILL LYNCH'S SENIOR MANAGED UNDERWRITING EXPERIENCE, 2012-2014 $ale'D,ate 06/12/13 06/12/13 06/12/13 06/12/13 06/12/13 06/12/13 06/11/13 06/11/13 06/11/13 06/11/13 06/06/13 06/06/13 06/06/13 06/06/13 06/06/13 06/04/13 06/04/13 06/04/13 06/04/13 05/31/13 05/31/13 05/30/13 05/30/13 05/29/13 05/29/13 05/29/13 05/24/13 05/23/13 05/23/13 05/23/13 05/22/13 05/22/13 05/22/13 05/21/13 05/16/13 05/16/13 05/15/13 05/14/13 05/14/13 05/10/13 05/08/13 05/08/13 05/08/13 05/08/13 05/07/13 05/07/13 05/07/13 05/02/13 05/01/13 04/30/13 04/30/13 04/30/13 Par ( MMf) issuer 8.9 Owensboro City -Kentucky 77.1 Owensboro City -Kentucky 232.6 San Francisco City/Co-California 2.0 Wisconsin Hsg & Econ Dev Auth 6.5 Wisconsin Hsg & Econ Dev Auth 12.8 Wisconsin Hsg & Econ Dev Auth 172.7 Alabama Pub School & College Au 22.0 Central Oklahoma Trans & Parking Auth 104.3 South Texas Higher Ed Authority 20.8 Virginia Housing Dev Auth (VHDA) 21.3 District Energy Corporation 75.5 Lincoln City -Nebraska 107.6 Los Angeles Co Sanit Dt Fin Auth 33.8 Pasco Co -Florida 30.4 San Jose Financing Authority 669.0 Massachusetts 4.3 Monroe Co Industrial Dev Corp 13.9 Monroe Co Industrial Dev Corp 6.8 Pulaski Co Industrial Dev Auth 53.5 Montgomery Co Hsg Opportunities Comm 54.9 Reedy Creek Improvement Dt 99.7 Loudoun Co -Virginia 30.3 Maine Governmental Facs Auth 42.8 Columbus City -Ohio 316.9 Columbus City -Ohio 250.0 Los Angeles Comm College Dt 948.8 New York City -New York 44.3 New Mexico Finance Auth (NMFA) 20.8 0 Fallon City -Missouri 57.9 Oakland Univ Board of Trustees 66.5 Baptist Health Care Auth 9.1 Berkeley Co SD 37.4 New Jersey Hlth Care Fac Fin Au 216.7 Prince Georges Co -Maryland 12.5 College of Charleston 200.0 New Jersey Hghr Ed Stud Assis Au 305.5 San Jose Financing Authority 349.5 Los Angeles City -California 83.7 Wayne St Univ Bd of Governors 41.5 Lee Co -Florida 185.6 Massachusetts Wtr Poll Abate Trust 1.0 New Jersey Environ lnfrast Trust 30.0 New Jersey Environ Infrast Trust 50.0 Seattle City -Washington 28.9 Charleston Co -South Carolina 130.7 Louisiana 224.2 New Mexico Ed Assist Foundation 118.0 Baptist Health Care Auth 350.0 New Jersey 285.0 Bay Area Toll Authority (BATA) 110.4 El Paso Co Hospital Dt 134.3 El Paso Co Hospital Dt State' Issue DotcliPttof KY Elec Light & Power Sys Rev Bond KY Elec Light & Power Sys Rev Bond CA General Obligation Bonds WI Housing Revenue Bonds WI Housing Revenue Bonds WI Housing Revenue Bonds AL Capital Improvement Pool Bonds OK Parking System Revenue Bonds TX Student Loan Backed Bonds VA Rental Housing Bonds NE Facility Revenue Bonds NE Electric System Rev & Ref Bonds CA Capital Projects Revenue Bonds FL Half -cent Sales Tax Ref Imp Bonds CA Lease Revenue Refunding Bonds MA GO Consolidated Loan & Ref Bonds NY Revenue Refunding Bonds NY Revenue Refunding Bonds VA Revenue Bonds MD Single Family Mortgage Rev Bonds FL Utilities Revenue Refunding Bonds VA GO Pub Improvement & Ref Bonds ME Lease Rental Revenue Bonds OH GO Var Purp Limited Tax Ref Bonds OH GO Var Purp Unitd Tax Ref Bonds CA General Obligation Bonds NY General Obligation Bonds NM Sr Lien Pub Proj Revolv Fund MO Special Obligation Bonds MI General Revenue Bonds AL R-FLOATs Bonds SC GO Refunding Bonds NJ Refunding Bonds MD GO Consolidated Pub Imp Bonds SC Higher Education Facs Rev Bonds NJ Student Loan Revenue Bonds CA Lease Revenue Refunding Bonds CA Wastewater Sys Sub Rev Ref Bonds MI General Revenue Bonds FL Tourist Dev Tax Revenue Bonds MA State Revolving Fund Bonds NJ Environmental Infrastructure Bond NJ Environmental Infrastructure Bond WA Unitd Tax GO Improvement Bonds SC GO Refunding Bonds LA General Obligation Bonds NM Education Loan Bonds AL Revenue Bonds NJ GO Various Purposes Bonds CA Toll Bridge Revenue Bonds TX GO Refunding Bonds TX Comb Tax & Rev Certs of Oblig Series 2013 A Series 2013 B Series 2013 A - C 2013 Series B 2013 Series A 2013 Series C Series 2013 A & B Series 2013 Series 2013-1 2013 Series E Series 2013 Series 2013 2013 Series A Series 2013 A Series 2013 B 2013SerBC&D Series 2013 B Series 2013 A Series 2013 2013 Series A & B Series 2013-1 Series 2013 A Series 2013 A Series 2013-2 Series 2013-1 Series F 2013 Series I & J Series 2013 A Series 2013 Series 2013 A Series 2013-B Series 2013 B Series 2013 Series 2013 C Series 2013 A Series 2013-1 A & B Series 2013 A Series 2013 A Series 2913,A Series 2013 Series 17 Sub 17A Series 2013 B Series 2013 A Series 2013 Series A of 2013 Series 2013-A Sr Series 2013-1 A-1 Series 2013 A 06&07C1&08A1 Series 2013 Series 2013 Bank of America'�!I Merrill Lynch BANK OF AMERICA MERRILL LYNCH'S SENIOR MANAGED UNDERWRITING EXPERIENCE, 2012-2014 Sate Date Par ($MM) 04/30/13 04/25/13 04/25/13 04/25/13 04/25/13 04/24/13 04/23/13 04/23/13 04/23/13 04/22/13 04/22/13 04/22/13 04/19/13 04/18/13 04/18/13 04/18/13 04/17/13 04/11/13 04/11/13 04/10/13 04/10/13 04/09/13 04/09/13 04/09/13 04/09/13 04/09/13 04/09/13 04/04/13 04/03/13 04/03/13 04/03/13 04/03/13 04/03/13 04/02/13 04/02/13 03/27/13 03/27/13 03/27/13 03/26/13 03/22/13 03/21/13 03/20/13 03/20/13 03/20/13 03/20/13 03/19/13 03/19/13 03/18/13 03/14/13 03/14/13 03/13/13 03/13/13 171.0 23.8 55.1 101.4 12,5 20.1 19,0 13.0 119.5 40.5 114.6 57.7 133.8 171.0 57.8 118.6 55.9 1135.5 1494.5 123.6 107.9 190.6 73.5 13.8 37.8 48.2 101.6 46.3 201.5 5.5 10.5 295.0 655.0 350.0 450.0 94.1 23.8 116.4 16,0 270,2 37.3 32.3 450.0 1400,0 41.7 316.2 99.2 180.0 101.5 24.1 676.8 25.1 er Michigan St Univ Board of Trust Lancaster Ed Assistance Prog Inc Richland Co SD #2 Virginia Housing Dev Auth (VHDA) Winston-Salem City -North Carolina Kirkwood SD Ed Facs Au Hampden Co (Southwick -Tolland) RSD Lebanon City -Indiana Louisville -Jefferson Co Metro Swr Dt Appling Co Development Auth Burke Co Development Authority Monroe Co Development Authority California Housing Finance Agcy Charlotte City -North Carolina Sacramento MUD (SMUD) Sacramento MUD (SMUD) St Louis Co Library Dt California California Berkeley Co -South Carolina Snohomish Co -Washington NYC Transitional Finance Auth New Jersey Hlth Care Fac Fin Au Pecan Grove MUD Univ of North Carolina -Charlotte Univ of North Carollna-Charlotte Washington Suburban Sanitary Dt Burlington Co Bridge Commission Missouri Hlth & Ed Facs Authority New Hampshire Business Fin Auth Peabody City -Massachusetts Pennsylvania Pennsylvania Illinois Illinois Mesa City -Arizona Oklahoma City Economic Dev Trust Oklahoma City Economic Dev Trust Vermont Economic Dev Authority Miami -Dade Co Expressway Auth Rhode Island Convention Ctr Auth California Health Facs Fin Auth Massachusetts New Jersey Turnpike Authority San Diego Co (Chula Vista) ESD Arizona School Facilities Board Southwest Higher Ed Auth New York City -New York Massachusetts Housing Fin Agcy Pennsylvania Hghr Ed Facs Auth Indiana Finance Authority Wyoming Community Dev Authority MI SC SC VA NC MO MA IN KY GA GA GA CA NC CA CA MO CA CA SC WA NY NJ TX NC NC MD NJ MO NH MA PA PA IL IL AZ OK OK VT FL RI CA MA NJ CA AZ TX NY MA PA IN WY Issue Des0r11tIPii General Revenue Bonds Installment Purchase Ref Bonds General Obligation Bonds Commonwealth Mortgage Bonds Stormwater Fee Revenue Bonds Leasehold Refunding Rev Bonds GO School Bonds Electric Utility Revenue Bonds Sewer & Drainage Sys Rev Bonds Pollution Control Revenue Bonds Pollution Control Revenue Bonds Pollution Control Revenue Bonds Residential Mortgage Rev Ref Bond Certificates of Participation Electric Revenue Refunding Bonds Electric Revenue Refunding Bonds Certificates of Participation GO Various Purpose Bonds GO Various Purpose & Ref Bonds Comb Utility Sys Ref Rev Bonds Ltd Tax General Obligation Bonds New York City Recovery Bonds Dept Human Svcs Lease Rev Bonds Unlimited Tax Bonds General Revenue Bonds General Revenue Bonds Consolidated Pub Imp Ref Bonds Co Gtd Bridge Sys Revenue Bonds Health Facilities Revenue Bonds Solid Waste Disposal Rev Bonds GO Municipal Purpsoe Loan Bonds General Obligation Bonds General Obligation Bonds General Obligation Bonds General Obligation Bonds Excise Tax Revenue Obligations Tax Apportionment Bonds Tax Apportionment Bonds Solid Waste Disposal Rev Bonds Toll System Ref Revenue Bonds Refunding Revenue Bonds Insured Refunding Revenue Bonds GO Consolidated Loan Bonds Turnpike Revenue Bonds Ref Certificates of Participation State School Imp Rev Ref Bonds Higher Education Revenue Bonds General Obligation Bonds Housing Bonds Refunding Revenue Bonds Private Activity Bonds Housing Revenue Bonds Series Series 2013 Series 2013 A Series 2013 B 2013 Series B Series 2013 Series 2013 Series of 2013 Series 2013 B Series 2013 A Series 2013 A Series 2013 A 2013 Series A & B Series 2013 B & C 2013 Series C 2013 Series B Series 2013 Series 2013 Series 2013 2003 Subseries 13 Series 2013 Series 2013 Series 2013 B Series 2013 A Series of 2013 Series 2013 Series 2013 A Series 2013 Series of 2013 First Series of 2013 First Series of 2013 Ser B of April 2013 Ser A of April 2013 Series 2013 Series 2013 B Series 2013 A Series 2013 Series 2013 A 2013 Series A Series 2013 2013 Series A Series 2013 A 2013 Series A Series 2013 Series 2013 A 2013 Ser F Sub F-3 2013 Series A Series 2013 Series 2013 A & B 2013 Series 1 Bank of America'" Merrill Lynch BANK OF AMERICA MERRILL LYNCH'S SENIOR MANAGED UNDERWRITING EXPERIENCE, 2012-2014 Sale Date Per ($MM) 03/13/13 62.2 03/12/13 299.8 03/12/13 53.5 03/12/13 10.1 03/08/13 67.5 03/07/13 47.8 03/06/13 19.7 03/05/13 77.1 03/05/13 286.5 02/28/13 169.2 02/28/13 263.5 02/28/13 55.3 02/28/13 95.8 02/27/13 27.3 02/26/13 15.4 02/26/13 18.0 02/26/13 19.9 02/26/13 25,0 02/26/13 47.3 02/25/13 75.0 02/25/13 150.0 02/21/13 39.4 02/21/13 111.3 02/21/13 149.4 02/21/13 22.5 02/21/13 527.3 02/20/13 352.0 02/14/13 563.8 02/14/13 11.0 02/13/13 10,5 02/13/13 67.0 02/13/13 165.0 02/13/13 167,8 02/13/13 5.1 02/13/13 22.4 02/13/13 85.7 02/13/13 98.8 02/13/13 27.3 02/13/13 38,4 02/13/13 17.2 02/13/13 236.2 02/12/13 9.3 02/12/13 9,7 02/12/13 11.6 02/12/13 73.7 02/12/13 78.8 02/11/13 43.1 02/07/13 5.1 02/07/13 28.1 02/07/13 36,5 02/06/13 50.0 02/06/13 162.2 Issuer Wyoming Community Dev Authority North Carolina Regents of the University of Michigan Virginia Housing Dev Auth (VHDA) Rhode Island Student Loan Auth New York NYS Dorm Authority Hidalgo Co Drainage Dt #1 Regents of the Univ of California Boston City -Massachusetts Florida State BOE Minnesota State Coll and Univ NYS Dorm Authority San Mateo City -California Ohio Ohio Ohio Ohio Ohio Arizona Health Facs Authority Arizona Health Facs Authority Allegheny Co Higher Ed Bldg Auth Delaware Georgia Housing Finance Authority Lafayette City -Indiana Los Angeles Dept of Wtr & Power North Carolina Kentucky Higher Ed Student Loan Corp Zachary CSD #1 Cheshire Town -Connecticut Indiana Finance Authority Maryland Dept of Transportation Oklahoma City Water Utilities Trust Oregon Oregon Oregon Oregon Rutherford Co -Tennessee Rutherford Co -Tennessee Stoneham Town -Massachusetts Virginia Knoxville City -Tennessee Knoxville City -Tennessee Knoxville City -Tennessee Los Angeles City -California Los Angeles City -California Norfolk City -Virginia Bucks Co Industrial Dev Auth Bucks Co Industrial Dev Auth Faulkner Co (Conway) SD #1 Arizona Health Facs Authority Connecticut WY NC MI VA RI NY NY TX CA MA FL MN NY CA OH OH OH OH OH AZ AZ PA DE GA IN CA NC KY LA CT IN MD OK OR OR OR OR TN TN MA VA TN TN TN CA CA VA PA PA AR AZ CT Isslae description Housing Revenue Bonds GO Refunding Bonds General Revenue Bonds Rental Housing Bonds Student Loan Program Rev Bonds General Obligation Bonds Revenue Bonds Unlimited Tax Improvement Bonds General Revenue Bonds GO & Refunding Bonds Public Ed Cap Outlay Ref Bonds Revenue Fund Bonds Revenue Bonds GO Refunding Bonds Cap Facs Lease Approp Ref Bonds Capital Facs Lease Approp Bonds Capital Fac Lease Approp Ref Bond Capital Fac Lease Approp Bonds Capital Fac Lease Approp Ref Bond Var Rate Revenue Ref Bonds Var Rate Revenue Ref Bonds University Revenue Bonds General Obligation Bonds Single Family Mortgage Bonds Sewer Works Revenue Bonds Power System Revenue Bonds GO Refunding Bonds Student Loan Asset -Backed Notes General Obligation School Bonds General Obligation Bonds Hospital Revenue Bonds Consolidated Transportation Bonds Water & Sewer Revenue Ref Bonds GO Refunding Bonds General Obligation Bonds GO Refunding Bonds GO Refunding Bonds GO Refunding Bonds GO Refunding Bonds GO Unlimited Tax School Bonds GO & Refunding Bonds Water System Revenue Ref Bonds Electric System Revenue Ref Bonds Gas System Revenue Ref Bonds Solid Waste Resources Rev Bonds Solid Wst Resources Ref Rev Bonds Water Revenue Bonds Revenue Bonds Revenue Bonds Refunding Bonds Hospital Revenue Bonds Revolv Fund Gen Rev & Ref Bonds Seeks 2013 Series 2 & 3 Series 2013 E Series 2013 A 2013 Series A 2013 Senior Series A Series 2013 B Series 2013 B Series 2013 2013 Series AH 2013 Series A & B 2013 Series B Series 2013 A Series 2013 A Series 2013 Series 2013 B Series 2013 A Series 2013 B Series 2013 A Series 2013 A Series 2013 A-3 Series 2013 A-1&2 Series A of 2013 Series 2013 A 2013 Series A Series of 2013 2013 Series A Series 2013 C Series 2013-1 Series 2013 Issue of 2013 Series 2013 A Series 2013 Series 2013 2013 Series H 2013 Series E 2013 Series F 2013 Series G Series 2013 B Series 2013 A Series 2013 A & B Series Y 2013 Series CC 2013 Series S 2013 Series 2013 A Series 2013 B Series 2013 Series 2013 B Series 2013 A Series 2013 D Series 2013 A & B Bank of America's Merrill Lynch BANK OF AMERICA MERRILL LYNCH'S SENIOR MANAGED UNDERWRITING EXPERIENCE, 2012-2014 Sale Date 02/06/13 02/05/13 01/31/13 01/31/13 01/31/13 01/31/13 01/31/13 01/30/13 01/30/13 01/29/13 01/29/13 01/28/13 01/24/13 01/24/13 01/24/13 01/24/13 01/24/13 01/23/13 01/23/13 01/23/13 01/17/13 01/17/13 01/16/13 01/16/13 01/16/13 01/16/13 01/16/13 01/16/13 01/16/13 01/16/13 01/15/13 01/10/13 01/10/13 01/09/13 01/08/13 01/08/13 12/27/12 12/20/12 12/14/12 12/14/12 12/14/12 12/13/12 12/13/12 12/13/12 12/12/12 12/12/12 12/12/12 12/12/12 12/12/12 12/11/12 12/06/12 12/06/12 Par (lk i"MI Issuer 3.3 Sumter Co SD (SC) 200.4 Prince Georges Co -Maryland 22.5 Iowa Higher Ed Loan Authority 10.5 Manhattan Beach City -California 43.5 Rhode Island Hsg & Mtg Fin Corp 55.8 Rhode Island Hsg & Mtg Fin Corp 75.3 Tampa Bay Water Auth 98.8 Hawaii Co -Hawaii 380.5 New Jersey Economic Dev Auth 52.3 Allegheny Co Higher Ed Bldg Auth 62.6 Arizona 17.2 Beltrami Co (Bemidji) ISD #31 248.3 Alameda Corridor Transport Auth 62.1 Everett City -Washington 9.0 Maine State Housing Authority 106.0 Maine State Housing Authority 18,6 Shelby Co SD Finance Corp 243.3 New Jersey Economic Dev Auth 1629.7 New Jersey Economic Dev Auth 235.9 Washington 53.4 Frederick City -Maryland 61.9 Illinois Finance Authority 40.5 Louisiana Stadium & Expos Dt 270.9 Louisiana Stadium & Expos Dt 250.0 North Carolina 27.3 Oregon 44.0 Oregon 101.1 Oregon 130.9 Oregon 36.2 Orlando City -Florida 40.8 Hennepin Co -Minnesota 132.9 Oklahoma Muni Power Authority 12.1 Sonoma Water & Wastewater Fin Auth 26.9 Hennepin Co (Rockford) ISD #883 150.0 Ohio Public Fac Commission 63.6 St Mary Hospital Authority 42.5 Texas City Industrial Dev Corp 39.1 Greene Co Development Auth 35.1 Forsyth Co -North Carolina 56.1 North Miami Beach -Florida 174.3 Orlando -Orange Co Expressway Au 15.2 Savannah Economic Dev Auth 110.5 Tampa -Hillsborough Co Expressway Auth 334.2 Tampa -Hillsborough Co Expressway Auth 125,0 Arapahoe Co (Cherry Creek) SD #5 39.5 Canadian River Muni Water Auth 234.9 Georgia 7.9 Tampa City -Florida 38.0 Tampa City -Florida 293.4 Virginia Route 460 Funding Corp 150.0 Bay Area Toll Authority (BATA) 310.0 Bay Area Toll Authority (BATA) tate SC MD Consolidated Pub Imp Ref Bonds IA Private College Facility Rev Bond CA Certificates of Participation RI Multi -Family Development Bonds RI Multi -Family Development Bonds FL Utility System Revenue Bonds HI General Obligation Bonds NJ School Facilities Con Ref Notes PA Revenue Bonds AZ Ref Certificates of Participation MN GO Refunding Bonds CA Senior Lien Revenue Ref Bonds WA Water & Sewer Revenue Ref Bonds ME Mortgage Purchase Bonds ME Mortgage Purchase Bonds KY School Building Revenue Bonds NJ School Facilities Con Ref Bonds Ni School Facs Con Ref Bonds WA Various Purpose GO Bonds MD Public Improvement Ref Bonds IL Revenue Bonds LA Senior Revenue Refunding Bonds LA Senior Revenue Refunding Bonds NC Limited Obligation Bonds OR General Obligation Bonds OR General Obligation Bonds OR General Obligation Bonds OR General Obligation Bonds FL Wstwtr Sys Ref & Imp Rev Bonds MN General Obligation Bonds OK Power Supply System Revenue Bonds CA Revenue Bonds MN GO School Building Bonds OH Infrastructure Imp GO Bonds PA Health System Revenue Bonds TX Industrial Development Rev Bonds GA Health System Revenue Bonds NC GO Refunding Bonds FL Water Revenue Refunding Bonds FL Refunding Revenue Bonds GA Revenue Refunding Bonds FL Revenue & Refunding. Rev Bonds FL Refunding Revenue Bonds CO General Obligation Bonds TX Sub Lien Contract Rev Ref Bonds GA General Obligation Bonds FL Utilities Tax Refunding Rev Bonds FL Utilities Tax Ref & Revenue Bonds VA Toll Road Senior Ln Revenue Bonds CA Toll Bridge Revenue Bonds CA Toll Bridge Revenue Bonds Issue ttaaCriptiiar► GO Refunding Bonds SO OO Series 2013 A Series 2013 B Series 2012 Series 2013 2013 Series 1-A&1-B 2013 Series 2-T Series 2013 Series 2013 A-C 2013 Series I Series of 2013 Series 2013 A & B Series 2013 A Series 2013 A Series 2013 2013 Series A 2013 Series B Series of 2013 2013 Series 00 2013 Series NN Series 2013 D Series of 2013 Series 2013 Series 2013 B Series 2013 A Series 2013 A 2013 Series C 2013 Series D 2013 Series A 2013 Series B Series 2013 Series 2013 A Series 2013 A 2013 Series Series 2013 A Series 2013 A Series 2012 B Series 2012 Series 2012 Series 2013 Series 2012 Series 2013 B Series 2012 Series 2012 C & D Series 2012 A & B Series 2012 B Series 2012 Series 2013 A Series 2012 C Series 2012 A & B Series 2012 A & B 2001 Series A 07 Ser A1&E3 08 Ser Bank of America Merrill Lynch BANK OF AMERICA MERRILL LYNCH'S SENIOR MANAGED UNDERWRITING EXPERIENCE, 2012-2014 Date Par ($MM) ISSu r 12/06/12 200.0 12/06/12 28.2 12/05/12 425.0 12/04/12 57.8 12/04/12 818.6 12/03/12 125.0 12/03/12 40.0 11/30/12 107.9 11/30/12 106.8 11/30/12 669.7 11/30/12 43.8 11/29/12 94.1 11/29/12 14.6 11/29/12 200.7 11/29/12 287,5 11/29/12 41.2 11/29/12 563.8 11/29/12 23.3 11/28/12 152.3 11/28/12 250,0 11/28/12 19,3 11/28/12 349.3 11/20/12 20.0 11/19/12 27.3 11/19/12 1395.7 11/16/12 201.9 11/16/12 260.0 11/15/12 26.0 11/15/12 841.0 11/15/12 27.0 11/15/12 35.0 11/15/12 552.8 11/15/12 13.1 11/15/12 4.4 11/15/12 34.0 11/14/12 26.5 11/14/12 480.0 11/14/12 90.0 11/14/12 140.0 11/13/12 24,2 11/08/12 12.9 11/07/12 17.2 11/07/12 67.2 11/07/12 102.4 11/07/12 35.0 11/07/12 130.0 11/07/12 183.5 11/07/12 63.5 11/06/12 23.0 11/06/12 9.7 11/06/12 35.0 11/05/12 3.6 Kansas Dept of Transportation Richland Co SD #2 Port Authority of NY & NJ Rock Co (Beloit) SD Texas Transportation Commission Chandler Industrial Dev Auth Columbia City -Missouri Albany -Dougherty Co Hosp Auth Miami -Dade Co -Florida Miami -Dade Co -Florida Polk Co -Florida Baltimore Co -Maryland Glenview Village -Illinois Lower Colorado River Authority (LCRA) Lower Colorado River Authority (LCRA) North Carolina Muni Pwr Agcy #1 North Carolina Muni Pwr Agcy #1 PR Ind Tourist Ed Med Env Auth Lehigh Co General Purpose Auth Missouri Hlth & Ed Facs Authority Ramapo Town -New York Virginia College Building Auth Fort Wayne City -Indiana Dutchess Co Local Dev Corp Texas Muni Gas Acq & Supply Corp III Orlando -Orange Co Expressway Au Rhode Island Student Loan Auth Hawaii Hawaii Middlesex Co (Woodbridge) TBOE Montgomery Co Hsg Opportunities Comm NYC Transitional Finance Auth Pennsylvania Hghr Ed Facs Auth Virginia Resources Auth (VRA) Virginia Resources Auth (VRA) California Statewide CDA (CSCDA) Dallas & Fort Worth Cities -Texas New Hampshire Tennessee Rockwall Co -Texas Maryland Stadium Authority Craighead Co (Nettleton) SSD Massachusetts Dev Finance Agcy Massachusetts Dev Finance Agcy Niagara Area Development Corp Niagara Area Development Corp Ohio Oklahoma Housing Finance Agcy New Jersey Economic Dev Auth Rhode Island Hlth & Ed Bldg Corp Rhode Island Hlth & Ed Bldg Corp Dubuque City -Iowa State KS SC NY WI TX AZ MO GA FL FL FL MD IL TX TX NC NC PR PA MO NY VA IN NY TX FL RI HI HI Ni MD NY PA VA VA CA TX NH TN TX MD AR MA MA NY NY OH OK NJ RI RI IA rs>;ue DeStirJptiun Highway Revenue Bonds GO Refunding Bonds Consolidated Bonds GO School Improvement Bonds General Obligation Bonds Industrial Development Rev Bonds Special Oblig Elc Util Ref Bonds Revenue Anticipation Certificates Aviation Revenue Refunding Bonds Aviation Revenue Refunding Bonds Utility System Revenue Ref Bonds Consolidated Public Imp Bonds GO Refunding Bonds Refunding Revenue Bonds Refunding Revenue Bonds Catawba Electric Revenue Bonds Catawba Electric Rev & Ref Bonds Higher Ed Rev & Rev Ref Bonds Hospital Revenue Bonds Health Facilities Revenue Bonds GO Public Imp Serial Bonds Educational Facilities Rev Bonds Sewage Works Refunding Rev Bonds Revenue Bonds Gas Supply Revenue Bonds Refunding Revenue Bonds FFELP Loan Backed Bonds General Obligation Bonds GO & Refunding Bonds School Bonds Multi -Family Housing Dev Bonds Future Tax Secured Sub Bonds Revenue Bonds Infra & Moral Oblig Revenue Bonds Infrastructure Revenue Bonds Multi -Family Housing Ref Bonds Joint Revenue Improvement Bonds GO Capital Improvement Bonds General Obligation Bonds Unlimited Tax Road Bonds Lease Revenue Refunding Bonds Construction Bonds Resource Recovery Ref Rev Bonds Resource Recovery Rev & Ref Bonds Solid Wst Disp Fac Ref Rev Bonds Solid Wst Disp Fac Ref Rev Bonds Revenue Bonds Single Family Mortgage Rev Bonds Water Facs Refunding Rev Bonds Higher Ed Fac Rev Ref Bonds Higher Ed Facility Rev Ref Bonds General Obligation Bonds S+�rles Seris 2012 C Series 2012 B 175th Series Series 2013 Series 2012 A Series 207 Series 2012 E Series 2012 Series 2012 B Series 2012 A Series 2012 2012 Series Series 2012 B Series 2012 B Series 2012 A Series 2012 C Series 2012 A & B Series 2012 Series B of 2012 Series 2012 2012 Series A Series 2012 B Series of 2012 Series 2012 Series 2012 Series 2012 Series 2012-2 2012 Series EG Series 2012 EE & EF Series 2012 A 2012 Series D 2013 Series D & E Series 2012 A Series 2012 C Series 2012 C 2012 Series B Series 2012 H 2012 Series B 2012 Series B Series 2012 A Series 2012 Series 2012 B Series 2012 A & C Series 2012 B Series 2012 A Series 2012-1 2012 Series A Series 2012 C Series 2012 C Series 2012 B Series 2012 E BankofAmerica Merrill Lynch BANK OF AMERICA MERRILL LYNCH'S SENIOR MANAGED UNDERWRITING EXPERIENCE, 2012-2014 Sall Date 11/05/12 11/05/12 11/05/12 11/02/12 11/02/12 11/02/12 11/02/12 11/02/12 11/01/12 11/01/12 10/25/12 10/25/12 10/25/12 10/25/12 10/25/12 10/25/12 10/24/12 10/24/12 10/24/12 10/24/12 10/24/12 10/23/12 10/23/12 10/19/12 10/18/12 10/18/12 10/18/12 10/17/12 10/17/12 10/17/12 10/17/12 10/16/12 10/16/12 10/12/12 10/12/12 10/11/12 10/11/12 10/11/12 10/11/12 10/10/12 10/10/12 10/09/12 10/09/12 10/09/12 10/09/12 10/05/12 10/04/12 10/04/12 10/04/12 10/03/12 10/02/12 09/28/12 100 5.3 Grand Forks City -North Dakota 9.5 South Brunswick Twp-New Jersey 250.0 Washington Suburban Sanitary Dt 49.7 Dalton Development Authority 4.3 Maryland Dept of Hsg & Comm Dev 35.8 South Dakota Housing Dev Auth 41.1 South Dakota Housing Dev Auth 36.6 Tampa City -Florida 1.1 Harnett Co -North Carolina 29.4 Harnett Co -North Carolina 35.1 Berkeley Co SD 65.0 California Health Facs Fin Auth 20.6 Charlotte City -North Carolina 32.1 Honolulu City & Co -Hawaii 334.6 Honolulu City & Co -Hawaii 545.8 Honolulu City & Co -Hawaii 49.7 King Co Rural Library Dt 4.7 Maryland Dept of Hsg & Comm Dev 100.0 Metropolitan Council 127.2 Metropolitan Council 86.5 Oklahoma Water Resources Bd 12.5 Georgetown City -Texas 39.5 Thurston Co (North Thurston) PSD 25.1 Port of Portland -Oregon 67.8 Arizona Health Facs Authority 179.1 Arizona Health Facs Authority 234.8 Georgia Muni Electric Au (MEAG) 37.9 Cucamonga Vlly Wtr Dt Fin Au 21.3 Delaware Co Authority 8.5 District of Columbia Hsg Fin Agy 49.2 Tallahassee City -Florida 136.7 Mississippi 220.2 Nebraska Public Power Dt 60.6 NYS Dorm Authority 817.1 NYS Dorm Authority 60.3 ABAG Fin Au for Nonprofit Corp 108.8 Centre Co Hospital Authority 73.1 Fort Bend Co Industrial Dev Corp 51.0 St Paul Port Authority 12.5 Montgomery Co Hsg Opportunities Comm 424.9 South Carolina Trans Infras Bank 43.9 Dakota Co (Lakeville) ISD #194 100.0 Harris Co Industrial Dev Corp 11.7 Lonoke Co (Cabot) SD #4 29.3 San Diego Co -California 89.2 NYC Housing Dev Corp 13.1 Florida St University Fin Assist 1.4 Oregon Hsg & Comm Svcs Dept 35.3 Oregon Hsg & Comm Svcs Dept 1097.0 Pennsylvania Econ Dev Fin Auth 10.0 Lincoln City -Nebraska 65.9 Illinois Finance Authority State lasMe description ND Refunding Imp & Refunding Bonds NJ General Obligation Bonds MD Consolidated Public Imp Bonds GA Refunding Revenue Bonds MD Multi -Family Dev Revenue Bonds SD Homeownership Mortgage Bonds SD Homeownership Mortgage Bonds FL Hospital Revenue Refunding. Bonds NC Limited Obligation Bonds NC Limited Obligation Bonds SC GO Refunding Bonds CA Insured Revenue Bonds NC Storm Water Fee Rev Ref Bonds HI General Obligation Bonds HI General Obligation Bonds HI General Obligation Bonds WA Unlimited Tax GO Refunding Bonds MD Housing Revenue Bonds MN GO GANs MN GO Wastwater Revenue Ref Bonds OK Revolving Fund Revenue Bonds TX General Obligation Bonds WA Unlimited Tax GO Refunding Bonds OR Passenger Fac Charge Ref Bonds AZ Revenue Bonds AZ Revenue Bonds GA Gen & Power & Proj One Sub Bonds CA Water Revenue Bonds PA Revenue Bonds DC Multi -Family Housing Rev Bonds FL Capital Refunding Bonds MS General Obligation Bonds NE General Revenue Bonds NY State Personal Inc Tax Rev Bonds NY State Personal Inc Tax Rev Bonds CA Revenue Bonds PA Hospital Revenue Bonds TX Industrial Development Rev Bonds MN Solid Waste Disposal Rev Bonds MD Single Family Housing Rev Bonds SC Revenue Refunding Bonds MN GO Refunding Bonds TX Marine Terminal Revenue Bonds AR Construction Bonds CA Certificates of Participation NY Multi -Family Housing Rev Bonds FL Ed Athletic Facs Imp Rev Bonds OR Multi -Family Housing Rev Bonds OR Multi -Family Housing Rev Bonds PA Unemploy Compensation Rev Bonds NE Certificates of Participation IL Revenue Refunding Bonds Soli Series 2012 A Series of 2012 Series 2012A Series 2012 A & B 2012 Series E & F 2012 Series D Series 2012E Series 2012 A Series 2012 B Series 2012 D Series 2012 Series 2012 Series 2012 C Series 2012 D-G Series 2012 A & B Series 2012 Series 2012 D Series 2012 G Series 2012 I Series 2012 B Series 2012 A Series 2012 Series 2012 B Series 2012 B Series 2012 A Series GG & 2012 B&C Series 2012 Series 2012 Series 2012 Series 2012 Series 2012 H 2012 Series B & C Series 2012 F Series 2012 D & E Series 2012 Series 2012 A & B Series 2012 B Series 2012-7 2012 Series A Series 2012 B Series 2012 D Series 2012 2012 Series 2012 Series I Series 2012 C 2012 Series A 2012 Series B Series 2012 B Series 2012 Series 2012 H Bank of America'' Merrill Lynch BANK OF AMERICA MERRILL LYNCH'S SENIOR MANAGED UNDERWRITING EXPERIENCE, 2012-2014 sale'DMe 09/28/12 09/28/12 09/28/12 09/28/12 09/27/12 09/27/12 09/27/12 09/27/12 09/25/12 09/25/12 09/25/12 09/21/12 09/20/12 09/19/12 09/18/12 09/17/12 09/17/12 09/14/12 09/13/12 09/13/12 09/13/12 09/13/12 09/13/12 09/12/12 09/12/12 09/12/12 09/11/12 09/11/12 09/10/12 09/07/12 09/07/12 09/05/12 09/05/12 08/30/12 08/29/12 08/29/12 08/29/12 08/28/12 08/28/12 08/28/12 08/28/12 08/28/12 08/28/12 08/24/12 "08/24/12 08/23/12 08/23/12 08/23/12 08/23/12 08/22/12 08/21/12 08/21/12 (OMM1) issuer 89.5 Illinois Finance Authority 14.2 Wisconsin Health and Ed Fac Auth 41.6 Wisconsin Health and Ed Fac Auth 61.1 Wisconsin Health and Ed Fac Auth 2000.0 Port Authority of NY & NJ 3.6 Port of Oakland -California 380.3 Port of Oakland -California 100.0 Tarrant Co Cult Ed Fac Fin Corp 9.3 Broomfield City and Co- Colorado 99.3 Broomfield City and Co- Colorado 400.0 Massachusetts 42.3 NYS Dorm Authority 265.6 Honolulu City & Co -Hawaii 907.5 Bay Area Toll Authority (BATA) 8.5 Clark Co SD 28.1 Johnson City Hlth & Ed Facs Bd 9.8 Wise Co Industrial Dev Auth 41.4 Illinois Finance Authority 17.8 California Health Facs Fin Auth 68.8 Illinois Finance Authority 158.3 Massachusetts Housing Fin Agcy 55.8 Ohio 76.9 Wisconsin Health and Ed Fac Auth 53.6 California St Public Works Board 91.7 California St Public Works Board 113.5 California St Public Works Board 162.9 Missouri 35.0 Washington Co -Nebraska 65.2 Kane Co Forest Preserve Dt 48.5 Isle of Wight Co -Virginia 132.3 Tampa City -Florida 75,0 Harris Co Cult Ed Facs Fin Corp 36.5 Salt Lake Co (Granite) SD BOE 58,9 Florida Municipal Power Agency (FMPA) 78,0 Rhode Island Student Loan Auth 111.0 Rhode Island Student Loan Auth 70.0 Wisconsin Health and Ed Fac Auth 6.2 Columbus City -Ohio 30.4 Columbus City -Ohio 55.9 Columbus City -Ohio 78.0 Columbus City -Ohio 31.0 Pennsylvania Hghr Ed Facs Auth 42.2 Pennsylvania Hghr Ed Facs Auth 55.0 Johnson City Hlth & Ed Facs Bd 82.7 NYS Housing Fin -Mortgage Agcy 284.6 Arizona Health Facs Authority 257.4 Irvine Ranch Wtr Dt Jt Pwr Agcy 15.0 Milwaukee City -Wisconsin 57.2 North Texas Municipal Water Dt 202.9 Harris Co Cult Ed Facs Fin Corp 18.2 Montgomery Co Hsg Opportunities Comm 24.2 Montgomery Co Hsg Opportunities Comm Issue Description IL Revenue Refunding Bonds WI Revenue Refunding Bonds WI Revenue Refunding Bonds WI Revenue Refunding Bonds NY Consolidated Bonds CA Senior Lien Refunding Rev Bonds CA Senior Lien Refunding Rev Bonds TX System Revenue Bonds CO Sales & Use Tax Revenue Ref Bonds CO Sales & Use Tax Revenue Ref Bonds MA GO Consolidated Loan Bonds NY Revenue Bonds HI Wastewater System Revenue Bonds CA Toll Bridge Revenue Bonds NV GO Limited Tax Refunding Bonds TN Hospital Revenue Bonds VA Hospital Revenue Bonds IL Revenue Bonds CA Insured Refunding Revenue Bonds IL Revenue Bonds MA Housing Bonds OH Hospital Revenue Bonds WI Revenue Refunding Bonds CA Lease Revenue 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BANK OF AMERICA MERRILL LYNCH'S SENIOR MANAGED UNDERWRITING EXPERIENCE, 2012-2014 ;gale bete 07/10/12 06/29/12 06/28/12 06/28/12 06/28/12 06/28/12 06/27/12 06/27/12 06/27/12 06/27/12 06/27/12 06/27/12 06/26/12 06/26/12 06/22/12 06/22/12 06/20/12 06/20/12 06/19/12 06/19/12 06/19/12 06/14/12 06/14/12 06/14/12 06/14/12 06/14/12 06/14/12 06/13/12 06/13/12 06/13/12 06/13/12 06/12/12 06/12/12 06/12/12 06/08/12 06/08/12 06/08/12 06/07/12 06/07/12 06/07/12 06/07/12 06/06/12 06/06/12 06/05/12 06/05/12 06/05/12 06/05/12 06/01/12 05/31/12 05/31/12 05/30/12 05/24/12 per MOM) Isa r 121.7 North Carolina Housing Fin Agcy 46.2 Florida Atlantic Univ (FAU) Fin 18.0 Lewisburg Indust Dev Board 1263.4 Metropolitan Transport Auth (MTA) 358.8 North Texas Municipal Water Dt 511.4 Washington Health Care Facs Au 23.5 Loudon Co -Tennessee 24.3 Portland City -Oregon 49.4 Portland City -Oregon 3.0 Riverside Co Asset teasing Corp 87.5 Riverside Co Asset Leasing Corp 43.8 Western Muni Wtr Dt Facs Au 19.2 Annapolis City -Maryland 13.0 Manhattan Beach City -California 6.0 Maine State Housing Authority 18.9 Maine State Housing Authority 200.0 Florida Citizens Prop Ins Corp 28.0 Tampa City -Florida 11.8 Durham City -North Carolina 11.9 Durham City -North Carolina 39.8 Durham City -North Carolina 39.2 Asheville City -North Carolina 160.1 Berks Co Municipal Authority 1,5 Massachusetts Housing Fin Agcy 10.1 Massachusetts Housing Fin Agcy 13.1 Massachusetts Housing Fin Agcy 75.1 Thurston Co (Olympia) SD #111 1100.0 Florida Citizens Prop Ins Corp 8.2 Kauai Co -Hawaii 26.2 Kauai Co -Hawaii 2667,1 Michigan Finance Authority 15.5 Ohio Public Fac Commission 103.7 Ohio Public Fac Commission 139.1 Ohio Public Fac Commission 57.1 Minneapolis -St Paul Metro Council 25.3 Rhode Island Hsg & Mtg Fin Corp 60.4 Rhode Island Hsg & Mtg F.in Corp 170,0 Kent State University 259.3 New Jersey Hghr Ed Stud Assis Au 17.1 North Carolina Medical Care Commiss 102.5 St Mary Hospital Authority 49,4 Oklahoma Water Resources Bd 60.1 Suffolk Co -New York 53.1 Anne Arundel Co -Maryland 93.8 Lancaster Co Hospital Auth 80.7 New Jersey Educational Facs Au 48.2 Virginia Beach Development Auth 145.9 Alaska Housing Finance Corp 9.5 Oregon Hsg & Comm Svcs Dept 116.4 Wisconsin 14.6 University of Louisville 50.0 Alaska Housing Finance Corp State NC FL TN NY TX WA TN OR OR CA CA CA MD CA ME ME FL FL NC NC NC NC PA MA MA MA WA FL HI HI MI OH OH OH MN RI RI OH NJ NC PA OK NY MD PA NJ VA AK OR WI KY AK Issue pescrlptloti Home Ownership Rev Ref Bonds Capital Improvement Revenue Bonds Solid Waste Refunding Rev Bonds Transportation Rev Ref Bonds Water Sys Rev Ref & Imp Bonds Revenue Bonds Rural School Bonds Urban Renewal & Redev Bonds Urban Renewal & Redev Bonds Lease Revenue Bonds Lease Revenue Bonds Water Revenue Refunding Bonds GO Pub Improvement & Ref Bonds Certificates of Participation Mortgage Purchase Bonds Mortgage Purchase Bonds Senior Secured Bonds Health System Revenue Bonds GO Refunding Bonds General Obligation Bonds General Obligation Bonds Limited Obligation Bonds Revenue Bonds Construction Loan Notes Construction Loan Notes Rental Development Bonds Unlimited Tax GO Bonds Senior Secured Bonds General Obligation Bonds General Obligation Bonds Unemploy Oblig Assess Rev Bonds Infrastructure Imp GO Ref Bonds Higher Education GO Ref Bonds Common Schools GO Refunding Bonds GO Transit Capital & Ref Bonds Homeownership Opportunity Bonds Homeownership Opportunity Bonds General Receipts Bonds Sr & Sub Student Loan Rev Bonds Health System Revenue Bonds Health Sysytem Revenue Bonds Revolving Funds Revenue Bonds Public Improvement Serial Bonds Gen Imp & Water & Sewer Ref Bonds Health System Revenue Bonds Revenue Bonds Public Facility Rev & Ref Bonds General Mortgage Revenue Bonds Housing Revenue Bonds Transportation Revenue Bonds General Receipts Ref Bonds General Mortgage Revenue Bonds SWee Series 33 Series 2012 A Series 2012 Series 2012 D Series 2012 Series 2012 A Series 2012 2012 Series A 2012 Series B & C 2012 Series B 2012 Series A Series of 2012 A 2012 Series Series 2012 2012 Series B-2 & 3 2012 Series B-1 Series 2012 A-3 Series 2012 A Series 2012 D Series 2012 A Series 2012 C Series 2012 Series A of 2012 2012 Series C - 2 2012 Seriec C-1 2012 Issue One Series 2012 B Series 2012 A-1 Series 2012 B Series 2012 A Series 2012 A & B Series 2012 C Series 2012 C Series 2012 C Series 2012 C Series 62-A&B Series 62-C Series 2012 A Series 2012-1 A&B Series 2012 A Series 2012 A Series 2012 A 2012 Series A Series 2012 Series B of 2012 Series 2012 B Series 2012 A & B 2012 Series II A 2012 Series A 2012 Series 2 2012 Series A 2012 Series II B Bank ofAmerica 'IV Merrill Lynch BANK OF AMERICA MERRILL LYNCH'S SENIOR MANAGED UNDERWRITING EXPERIENCE, 2012-2014 Sale Date Par (SMM) 05/24/12 46.7 05/24/12 949.7 05/24/12 11.5 05/24/12 38.2 05/23/12 35.5 05/23/12 49.3 05/23/12 280.0 05/23/12 655.4 05/22/12 36.6 05/22/12 350.0 05/17/12 42.3 05/16/12 70.2 05/16/12 106,8 05/16/12 20.0 05/16/12 98,3 05/15/12 66.0 05/15/12 27.6 05/15/12 22.0 05/10/12 155.1 05/10/12 38.1 05/09/12 75.9 05/09/12 108.0 05/09/12 25.0 05/09/12 37.9 05/08/12 85.1 05/08/12 69,8 05/08/12 4.0 05/07/12 17.1 05/04/12 31,1 05/04/12 55.0 05/03/12 14.0 05/03/12 7.0 05/03/12 182.4 05/02/12 46.1 05/02/12 54,0 04/30/12 8.8 04/30/12 25,0 04/30/12 21.8 04/26/12 98,6 04/26/12 63.9 04/26/12 20.5 04/25/12 108.0 04/25/12 30.0 04/25/12 112.4 04/25/12 101.9 04/25/12 196.6 04/25/12 22.6 04/24/12 66.5 04/24/12 407.1 04/24/12 9.8 04/23/12 10.4 04/23/12 10.8 I net:; Charleston City -South Carolina New York City -New York Wyoming Community Dev Authority Wyoming Community Dev Authority Clayton Co Development Authority Maryland Hlth & Hghr Ed Facs Au Ohio Public Fac Commission San Antonio City -Texas Denver City and Co -Colorado Massachusetts Fayette Co SD Finance Corp Connecticut Housing Finance Auth Connecticut Housing Finance Auth Des Moines City -Iowa New Hampshire Fairfax Co Economic Dev Auth Kansas Development Fin Auth Topeka City -Kansas Charlotte -Mecklenburg Hosp Auth Hillsborough Co -Florida Alameda Co Jt Powers Auth Boston Water & Sewer Commission Rhode Island Hsg & Mtg Fin Corp Rhode Island Hsg & Mtg Fin Corp Indiana Finance Authority Portland City -Oregon Tulsa Co (Owasso) ISD #11 Marshall Co (Marshalltown) CSD NYS Dorm Authority NYS Dorm Authority Lawrenceburg -Kentucky North Dakota St Board Hghr Ed Ohio Florida Higher Ed Facs Fin Auth Fort Bend Co Industrial Dev Corp Moorhead City -Minnesota NYS Environmental Facs Corp Wisconsin Public Finance Auth So California Metro Water Dt Virginia Public School Authority Wisconsin Health and Ed Fac Auth Colorado Springs City -Colorado East Alabama Health Care Auth Grand Forks City -North Dakota Michigan State Hospital Fin Auth Nassau Co -New York Tulsa Co (Jenks) ISD #5 Nevada New Jersey Economic Dev Auth San Francisco City & Co Fin Corp Moorhead City -Minnesota Moorhead City -Minnesota SC NY WY WY GA MD OH TX CO MA KY CT CT IA NH VA KS KS NC FL CA MA RI RI IN OR OK IA NY NY KY ND OH FL TX MN NY WI CA VA WI CO AL ND MI NY OK NV NJ CA MN MN F. 5ue ssetption - Stormwater System Revenue Bonds General Obligation Bonds Housing Revenue Bonds Housing Revenue Bonds Revenue Refunding Bonds Revenue Bonds Common Schools GO Bonds Electric & Gas Sys Rev Ref Bonds Master Resolution Water Rev Bonds GO Consolidated Loan Bonds School Building Ref Revenue Bonds Housing Mtg Finance Prog Bonds Housing Mtg Finance Prog Bonds General Obligation Bonds Federal Hway Grant Antic Bonds Facilities Revenue Bonds Revenue Bonds Combined Utility Rev Ref Bonds Health Care Rev & Ref Rev Bonds Community Invest Tax Ref Rev Bond Lease Revenue Refunding Bonds General Revenue & Ref Bonds Homeownership Opportunity Bonds Homeownership Opportunity Bonds Hospital Revenue Bonds Sr Lien Urban Renew & Redev Bonds Building Bonds GO School Refunding Bonds Revenue Bonds Revenue Bonds Water & Sewer Rev Ref & Imp Bonds Hsg & Auxiliary Facs Rev Bonds Hospital Revenue Bonds Educational Facs Rev & Ref Bonds Industrial Development Rev Bonds GO Improvement Ref Bonds Solid Waste Disp Ref Rev Bonds Revenue Bonds Water Revenue Refunding Bonds School Financing Bonds Refunding Revenue Bonds Utilities Sys Ref Revenue Bonds Health Care Facilities Bonds Health Care System Revenue Bonds Hospital Revenue Refunding Bonds General Improvement Bonds Combined Purpose Bonds Hway Rev Motor Fuel Tax Ref Bonds School Facs Constr Ref Bonds Lease Revenue Bonds GO Improvement Ref Bonds GO Wastewater Rev Ref Bonds Series 2012 2012 Series H & I 2012 Series 2 2012 Series 1 Series 2012 Series 2012 A Series 2012 B New Series 2012 Series 2012 A 2012 Series B Series 2012 A 2012 Ser C Sub C-2 2012 Ser C Sub C-1 Series 2012 A 2012 Series Series 2012 A Series 2012 A Series 2012 - A Series 2012 A Series 2012 A Series 2012 2012 Sr Series A Series 61 A & B Series 61 C Series 2012 A 2012 Series A 2012 Series B Series 2012 B Series 2012 C Series 2012 B Series 2012 Series 2012 Series 2012 A Series 2012 A Series 2012 Series 2012 D Series 2012 Series 2011 2012 Series B 1 & 2 Series 2012 B Series 2012 Series 2012 B Series 2012 B Series 2012 Series 2012 MI 2012 Series A Series of 2012 Series 2012 2012 Series II Series 2012 A Series 2012 C Series 2012 B Bank ofAmerica '=I Merrill Lynch BANK OF AMERICA MERRILL LYNCH'S SENIOR MANAGED UNDERWRITING EXPERIENCE, 2012-2014 S Ie DMe 04/23/12 04/19/12 04/18/12 04/18/12 04/18/12 04/18/12 04/17/12 04/17/12 04/17/12 04/16/12 04/12/12 04/12/12 04/12/12 04/12/12 04/12/12 04/12/12 04/11/12 04/11/12 04/11/12 04/11/12 04/11/12 04/10/12 04/10/12 04/09/12 04/05/12 04/04/12 04/04/12 04/02/12 03/30/12 03/29/12 03/28/12 03/28/12 03/28/12 03/22/12 03/21/12 03/21/12 03/21/12 03/21/12 03/21/12 03/21/12 03/21/12 03/21/12 03/21/12 03/20/12 03/19/12 03/16/12 03/16/12 03/15/12 03/15/12 03/14/12 03/14/12 03/14/12 ($Mrti) 17.0 137.0 225.7 248.4 94.5 57.7 35.0 220.0 24.9 69.8 1343.8 64.7 27.2 28.7 29.9 46.9 28.4 15.4 21,5 33.8 71.2 15.0 16.4 663.8 270.7 222.9 400.0 1041.7 37.1 144.8 13.8 2.5 200.0 70.0 5,1 93.6 7.4 12.5 18.3 44.8 54.4 129.3 28.4 17.4 177.0 175.5 208.6 38.5 80.3 26.9 122.0 85.2 issUei Moorhead City -Minnesota Pennsylvania Hghr Ed Facs Auth Atlanta City -Georgia Atlanta City -Georgia Burke Co Development Authority Kent Hospital Finance Auth Downers Grove Village -Illinois Iowa Finance Authority Montgomery Co Hsg Opportunities Comm Albuquerque City -New Mexico California Durham Co -North Carolina South Carolina South Carolina South Carolina South Carolina East Alabama Health Care Auth South Carolina South Carolina South Carolina South Dakota Hlth & Ed Facs Auth DeSoto Parish School Board Smith Co (Tyler) ISD Virginia Small Business Fin Auth Broward Co School Board Delaware Transportation Auth Port Authority of NY & NJ New Jersey Economic Dev Auth Greater Orlando Aviation Auth Wisconsin Health and Ed Fac Auth Energy Northwest Galveston Co (Hitchcock) ISD Rochester City -Minnesota Nash Health Care System Memphis City -Tennessee Memphis City -Tennessee Oregon Oregon Oregon Oregon Oregon Oregon Oregon Dept of Admin Services Lansing Board of Water & Light Apache Co Industrial Dev Auth Charlotte City -North Carolina NYS Dorm Authority Connecticut Hlth & Ed Facs Auth Mesa City -Arizona Boston City -Massachusetts Boston City -Massachusetts Honolulu Water Supply Board tate MN PA GA GA GA MI IL IA MD NM CA NC SC SC SC SC AL SC SC SC SD LA TX VA FL DE NY NJ FL WI WA TX MN NC TN TN OR OR OR OR OR OR OR MI AZ NC NY CT AZ MA MA HI fsseie Deseriatieh GO Flood Mitigation Bonds Revenue Bonds Airport General Revenue Bonds Airport General Revenue Bonds Pollution Control Revenue Bonds Revenue & Rev Refunding Bonds General Obligation Bonds Economic Dev Revenue Bonds Multi -Family Housing Dev Bonds Gen Purpose & Storm Sewer Bonds Various Purpose GO & Ref Bonds GO Refunding Bonds GO State Economic Dev Ref Bonds GO Transportation Infra Ref Bonds GO State School Facs Ref Bonds GO State Capital Imp Ref Bonds Health Care Revenue Bonds GO State Institution Ref Bonds GO State Institution Ref Bonds GO State Institution Ref Bonds Revenue Bonds Sales Tax Bonds Unlimited Tax Refunding Bonds Senior Lien Revenue Bonds Certificates of Participation Transporation Sys Sen Rev Bonds Consolidated Bonds Cigarette Tax Revenue Ref Bonds Airport Facilities Ref Rev Bonds Refunding Revenue Bonds Revenue Refunding Bonds Unlimited Tax Refunding Bonds Health Care Facilities Rev Bonds Health Care Facilities Rev Bonds General Improvement & Ref Bonds General Improvement & Ref Bonds GO Refunding Bonds General Obligation Bonds GO Refunding Bonds General Obligation Bonds General Obligation Bonds GO Refunding Bonds Ref Certificates of Participation Utility System Revenue Ref Bonds Pollution Control Revenue Bonds GO Refunding Bonds Revenue Bonds Facilities Auth Revenue Bonds Utility Systems Revenue Ref Bonds General Obligation Bonds General Obligation Bonds Water System Revenue Bonds arias Series 2012 A Series A of 2012 Series 2012 C Series 2012 A & B Series 2012 Series 2012 Series 2012 Series 2012 2012 Series A Series 2012 A & B Series 2012 Series 2012 A Series 2012 A Series 2012 A Series 2012 A Series 2012 A Series 2012 D & E Series 2012 A Series 2012 B & C Series 2012 A Series 2012 Series 2012 Series 2012 Series 2012 A Series 2012 172nd Series Series 2012 Series 2012 A Series 2012 C Series 2012 Series 2012 Series 2012 Series 2012 Series 2012 B Series 2012 A Series 2012 M Series 20121 2012 Series K 2012 Series H 2012 Series I 2012 Series L 2012 Series A Series 2012 A 2012 Series A. Series 2012 A Series 2012 A Series C Series 2012 2012 Series C 2012 Series A Series 2012 A BankofAmerica '! Merrill Lynch BANK OF AMERICA MERRiLL LYNCH'S SENIOR MANAGED UNDERWRITING EXPERIENCE, 2012-2014 *ale pate Par (MIVM) 03/14/12 149.0 03/14/12 50.0 03/14/12 780.5 03/13/12 49.0 03/13/12 21.9 03/12/12 11.1 03/08/12 2.3 03/08/12 3.6 03/07/12 101.3 03/07/12 56.1 03/07/12 138.4 03/07/12 543.9 03/07/12 250.0 03/06/12 67.5 03/06/12 164.5 03/05/12 29.0 03/02/12 28.3 03/01/12 14.1 03/01/12 153.2 03/01/12 31,6 03/01/12 31.7 03/01/12 36.1 03/01/12 15.0 -02/29/12 85.4 02/29/12 52.0 02/28/12 100.6 02/28/12 75.0 02/28/12 35.0 02/28/12 201.1 02/24/12 65.8 02/23/12 58.1 02/23/12 45.0 02/22/12 24.3 02/22/12 49.2 02/22/12 31.4 02/22/12 108.4 02/22/12 208.0 02/22/12 20.5 02/16/12 23.6 02/16/12 30.0 02/16/12 5.7 02/16/12 297.6 02/15/12 295.2 02/15/12 1800.5 02/10/12 5.9 02/10/12 35.6 02/10/12 28.3 02/10/12 98.0 02/09/12 7.1. 02/09/12 13.5 02/09/12 86.9 02/09/12 49.8 Issuer Lee Co School Board Metropolitan Transport Auth (MTA) NYS Thruway Authority Connecticut Hlth & Ed Facs Auth Pulaski Co SSD Clear Lake Water Authority Chicago City -Illinois Chicago City -Illinois Broward Co -Florida Maryland Maryland Maryland Metropolitan Transport Auth (MTA) Chesterfield Co -Virginia Virginia College Building Auth Alpharetta City -Georgia Rhode Island Hlth & Ed Bldg Corp Kansas Development Fin Auth Maine Turnpike Authority Mesa City -Arizona Mesa City -Arizona Mesa City -Arizona West Hartford Town -Connecticut Alabama Pub School & College Au New Jersey Educational Facs Au Orange Co Sanitation Dt Sacramento MUD (SMUD) Virginia Housing Dev Auth (VHDA) Washington NYC Housing Dev Corp Allegheny Co Higher Ed Bldg Auth Charleston Co SD Haverstraw Town -New York Kansas Development Fin Auth Pinellas Co Ed Facs Auth San Francisco City & Co Airport Comm San Francisco City & Co Airport Comm Tulsa Co (Broken Arrow) ISD 43 Kansas Development Fin Auth Kansas Development Fin Auth North Dakota St Board Hghr Ed Virginia Transportation Board Puerto Rico Aqueduct & Sewer Authority Puerto Rico Aqueduct & Sewer Authority Florida St University Fin Assist Florida St University Fin Assist Fulton Co Development Authority Fulton Co Development Authority Duluth City -Minnesota Oregon Oregon Pearland City -Texas Ion "pesoIption FL Certificates of Participation NY Transportation Revenue Bonds NY 2nd Gen Hway & Bridge Trust Fund CT Revenue Refunding Bonds AR Refunding Bonds TX Water & Sewer Sys Comb & Rev Ref IL Multi -Family Housing Rev Bonds IL Multi -Family Housing Rev Bonds FL GO Refunding Bonds MD GO State & Local Facilities Loan MD GO State & Local Facs Ref Loan MD GO State & Local Facilities Loan NY Transportation Revenue Bonds VA GO Public Improvement & Ref Bonds VA Educational Facs Rev Ref Bonds GA General Obligation Bonds RI Higher Ed Facs Rev Ref Bonds KS Refunding Revenue Bonds ME Turnpike Revenue & Ref Bonds AZ Utility Sys Rev Refunding Bonds AZ GO Refunding Bonds AZ Street & Hway User Rev Ref Bonds CT General Obligation Bonds AL Cap Imp Econ Dev & Train Ref Bond NJ Revenue Bonds CA Wastewater Ref Rev Obligations CA Subordinated Electric Rev Bonds VA Rental Housing Bonds WA Motor Vehicle Fuel Tax GO Bonds NY Residential Revenue Bonds PA Revenue Refunding Bonds SC GO Refunding Bonds NY Public Improvement Serial Bonds KS Refunding Revenue Bonds FL Revenue Refunding Bonds CA Revenue Refunding Bonds CA Revenue Refunding Bonds OK GO Combined Purpose Bonds KS Athletic Facilities Revenue Bonds KS Athletic Facilities Revenue Bonds ND Hsg & Aux Facs Rev Ref Bonds VA Federal Transportation Rev GANs PR Revenue Bonds PR Revenue Bonds FL Ed & Athletic Facs Imp Rev Ref FL Ed & Athletic Facs Imp Rev Ref GA Revenue Bonds GA Revenue Bonds MN GO Tax Abatement Bonds OR GO Refunding Bonds OR GO Refunding Bonds TX Permanent Improvement Ref Bonds Series 2012 B Ser 12A Subser 12-Al Series 2012 A Series L Series 2012 Series 2012 A Series 2012 B Series 2012 2012 First Series A 2012 First Series C 2012 First Series B Series 2012 B SerA&Bof2012 Series 2012 A Series 2012 Series 2012 Series 2012 E-1 Series 2012 A & B Series 2012 Series 2012 Series 2012 Series 2012 A Series 2012 B 2012 Series A Series 2012 A Series 2012 M 2012 Series A Series 2012 E 2012 Series A Series A of 2012 Series 2012 A Series 2012 A Series 2012 D Series 2012 Second Series 2012 B Second Series 2012 A Series of 2012 Series 2012B-2 Series 2012B-1 Series 2012 A Series 2012 Sn Lien Ser 2012 B Sr Lien Series 2012A Series 2012 B Series 2012 A Series 2012 B Series 2012 A Series 2012 A 2012 Series C Series 2012 A-B Series 2012 Bank ofAmerica ''�I Merrill Lynch BANK OF AMERICA MERRILL LYNCH'S SENIOR MANAGED UNDERWRITING EXPERIENCE, 2012-2014 Sale Date Par (alai) issuer 02/09/12 8.6 Univ of Hawaii Board of Regents 02/08/12 4.4 02/08/12 38.4 02/08/12 40.3 02/08/12 17.9 02/07/12 21.8 02/07/12 150.4 02/06/12 154.7 02/02/12 46.1 02/02/12 149.3 02/02/12 35.6 02/01/12 124.1 01/31/12 144.4 01/31/12 733.7 01/27/12 29.4 01/26/12 369.6 01/25/12 137.9 01/25/12 25.0 01/25/12 276.0 01/24/12 66.6 01/24/12 29.1 01/24/12 96.8 01/20/12 220.6 01/18/12 7.9 01/17/12 174.9 01/12/12 53.7 01/12/12 179.5 01/10/12 243.8 01/09/12 92.8 01/05/12 13.9 01/05/12 83.6 Michigan State Housing Dev Auth Michigan State Housing Dev Auth Michigan State Housing Dev Auth Rhode Island Student Loan Auth Colonial Heights City -Virginia Tarrant Regional Water Dt Wisconsin Health and Ed Fac Auth Collin Co (Plano) ISD Massachusetts St College Bldg Au Rhode Island Hlth & Ed Bldg Corp Virginia Transportation Board Colorado Ed and Culture Fac Auth Washington Orlando Community Redev Agency Illinois Finance Authority Indiana Finance Authority Pennsylvania Hghr Ed Facs Auth South Texas Higher Ed Authority Florida Board of Governors Harris Co (Pasadena) ISD Wake Co -North Carolina Wisconsin Health and Ed Fac Auth Quincy City -Massachusetts Jacksonville Electric Authority Livingston Twp-New Jersey North Carolina Florida Dept of Transportation Collin Co (Plano) ISD Lebanon Co SD Suffolk Co Water Authority State HI MI MI MI RI VA TX WI TX MA RI VA CO WA FL IL IN PA TX FL TX NC WI MA FL NJ NC FL TX PA NY Issue De'scriPtlon University Revenue Bonds Rental Housing Revenue Bonds Rental Housing Revenue Bonds Rental Housing Revenue Bonds Student Loan Program Rev Bonds GO Pub Imp & Refunding Bonds Water Sys Rev Ref & Imp Bonds Revenue Bonds Unlimited Tax Refunding Bonds Refunding Revenue Bonds Pub Sch Rev Bond Fin Program Transportation Revenue Ref Bonds Revenue Refunding Bonds Various Purpose GO Ref Bonds Tax Increment Revenue Ref Bonds Revenue Bonds St Revolving Fund Prog Ref Bonds Revenue Bonds Student Loan Backed Bonds Revenue Bonds Unlimited Tax QSCB GO School Bonds Revenue Bonds General Obligation School Bonds Electric System Sub Rev Bonds GO Imp & Wtr & Swr Utility Bonds Grant Antic Revenue Vehicle Bonds Right of Way & Bridge Cons Bonds Unitd Tax School Building Bonds General Obligation Bonds Water Sys Revenue Refunding Bonds Series Series 2012 A (R) 2012 Series C 2012 Series A-1 & 2 2012 Series B-1 & 2 2012 Senior Ser A Series 2012 Series 2012 Series 2012 B C & D Series 2012 Series 2012 B Series 2012 A Series 2012 A & B Series 2012 Series R-2012 C Series 2012 Series 2012 A Series 2012 A Series 2012 Series 2012-1 A1-3 Series 2012 A. Series 2012 C Series 2012 A Series 2012 A 2012 Ser A & Three Series 2012 Series 2012 Series 2011 B Series 2012 Series of 2012 Series 2012 Bank ofAmerica'� P Merrill Lynch Appendix H BofAML Co -Managed Deal Lists Bankof America,* Merrill Lynch BANK OF AMERICA MERRILL LYNCH'S CO -MANAGED UNDERWRITING EXPERIENCE, 2012- 2014 Sole Date Par($0464) issuet- 12/19/14 135.4 American Municipal Power Inc 12/19/14 507.9 12/17/14 12/17/14 12/17/14 12/16/14 12/16/14 12/16/14 12/16/14 12/16/14 12/12/14 12/12/14 12/12/14 12/11/14 12/11/14 12/11/14 12/11/14 12/11/14 12/11/14 12/11/14 12/10/14 12/10/14 12/10/14 12/10/14 12/10/14 12/10/14 12/10/14 12/10/14 12/09/14 12/05/14 12/04/14 12/04/14 12/04/14 12/02/14 12/02/14 12/02/14 12/02/14 12/01/14 11/24/14 11/24/14 11/20/14 11/20/14 11/19/14 11/19/14 11/18/14 11/14/14 11/13/14 11/13/14 11/13/14 11/12/14 11/07/14 11/07/14 85.1 5.0 230.0 303.6 377.5 12.0 17.8 18.9 101.8 23.9 56.1 69.0 27.6 228.2 20.0 75.0 346.2 79.4 47.4 75,9 90.4 344.8 300.0 1495.6 132.3 193.1 137.6 60.2 22.2 150.0 294.2 129.2 10.1 38,4 77.7 379,5 35.0 35.0 80.8 87.0 40.6 36.0 20.3 392.1 69.9 27.1 60.0 192.6 1.4 155.8 American Municipal Power Inc Maine Hlth & Hghr Ed Facs Auth NYC Housing Dev Corp NYC Housing Dev Corp Arizona Health Facs Authority Arizona Transportation Board Rhode Island Hsg & Mtg Fin Corp Rhode Island Hsg & Mtg Fin Corp Rhode Island Hsg & Mtg Fin Corp NYS Housing Fin -Mortgage Agcy Peace River-Manasota Reg Wtr Supply Au Peace River-Manasota Reg Wtr Supply Au Gainesville City -Florida Maryland Dept of Hsg & Comm Dev Massachusetts Clean Water Trust Montana Board of Housing NYC Housing Dev Corp NYC Housing Dev Corp New Mexico Finance Auth (NMFA) Harris Co -Houston Sports Auth Harris Co -Houston Sports Auth Harris Co -Houston Sports Auth Harris Co -Houston Sports Auth Los Angeles Comm College Dt Los Angeles Comm College Dt Orange Co School Board Port of Morrow -Oregon Massachusetts St College Bldg Au Lee Co School Board Deltona City -Florida Long Island Power Authority Pennsylvania Turnpike Commission Arizona Board of Regents Maryland Dept of Hsg & Comm Dev Michigan State Housing Dev Auth NYS Dorm Authority Dallas Area Rapid Transit Auth Louisville -Jefferson Co Metro Gov Trimble Co -Kentucky Pennsylvania Econ Dev Fin Auth Wisconsin Public Finance Auth Missouri Housing Dev Commission Oregon Vermont NYC Municipal Water Fin Auth Hamilton Co Convention Facs Au South Carolina St Hsg Fin Dev Au South Carolina St Hsg Fin Dev Au Missouri it Muni Elec Util Comm Nassau Co Swr & Storm Wtr Fin Au Nassau Co Swr & Storm Wtr Fin Au • State Issue Descripilon OH Refunding Revenue Bonds OH Refunding Revenue Bonds ME Revenue Bonds NY Multi -Family Rental Hsg Rev Bonds NY Multi -Family Rental Hsg Rev Bonds AZ Revenue Bonds AZ Highway Revenue Ref Bonds RI Multi -Family Development Bonds RI Multi -Family Development Bonds RI Multi -Family Development Bonds NY Affordable Housing Revenue Bonds FL Utility System Ref Revenue Bonds FL Utility System Ref Revenue Bonds FL Utility System Revenue Bonds MD Multi -Family Dev Rev Bonds MA State Revolving Fund Bonds MT Single Family Bonds NY Multi -Family Housing Rev Bonds NY Multi -Family Housing Rev Bonds NM Senior & Sub Lien Ref Rev Bonds TX Senior Lien Revenue Ref Bonds TX Second Lien Revenue Ref Bonds TX Senior Lien Revenue Ref Bonds TX Senior Lien Revenue Ref Bonds CA General Obligation Bonds CA GO & Refunding Bonds FL Certificates of Participation OR Transmission Facs Rev Bonds MA Project Revenue & Ref Bonds FL Certificates of Participation FL Utility System Revenue Bonds NY Electric System General Rev Bonds PA Turnpike Revenue Bonds AZ Speed Revenue Bonds MD Housing Revenue Bonds MI Single Family Mortgage Rev Bonds NY Revenue Bonds TX Sr Lien Sales Tax Rev Ref Bonds KY Pollution Control Revenue Bonds KY Pollution Control Revenue Bonds PA Exempt Facs Ref Rev Bonds WI Exempt Facs Ref Rev Bonds MO Single Family Mtg Rev Ref Bonds OR General Obligation Bonds VT General Obligation Bonds NY Wtr Swr Sys 2nd Gen Res Rev Bonds OH Revenue Refunding and Imp Bonds SC Mortgage Revenue Bonds SC Mortgage Revenue Bonds MO Power Proj Revenue Ref Bonds NY System Revenue Bonds NY System Revenue Bonds Sous Series 2015 B Series 2015 A Series 2014 2014 Series A-2 2014 Series A-1 Series 2014 A Series 2015 2014 Series 1 2014 Series 3-A&B 2014 Series 2-T 2014 Series G Series 2015 Series 2014 B 2014 Series A & B Series 2014 Series 18 2015 Series A 2014 Series H-1 2014 Series G-1 & 2 Series 2014 B-1 & 2 Series 2014 B Series 2014 C Series 2014 A Series 2014 A Series G Series A Series 2015 C Series 2014 Series 2014 B C & D Series 2014 B Series 2014 Series 2014 C Series C of 2014 Series 2014 Series 2014 D 2014 Series A Series 2014 Series 2014 A 2001 Series B 2001 Series B 2014 Series 2014 Series 2014 Series C Series 2014 G & H 2014 Series A 2015 Series EE Series 2014 Series 2014 A-2 Series 2014 A-1 Series 2014 A 2014 Series B 2014 Series A Bank of America 4r Merrill Lynch BANK OF AMERICA MERRILL LYNCH'S CO -MANAGED UNDERWRITING EXPERIENCE, 2012-2014 Sale Date 11/06/14 11/05/14 11/05/14 11/05/14 11/05/14 11/05/14 11/05/14 11/05/14 11/04/14 10/29/14 10/29/14 10/29/14 10/29/14 10/28/14 10/28/14 10/23/14 10/23/14 10/23/14 10/23/14 10/23/14 10/23/14 10/23/14 10/23/14 10/23/14 10/22/14 10/22/14 10/21/14 10/17/14 10/16/14 10/16/14 10/16/14 10/16/14 10/16/14 10/16/14 10/16/14 10/16/14 10/09/14 10/08/14 10/08/14 10/08/14 10/08/14 10/08/14 10/07/14 10/07/14 10/02/14 10/02/14 10/01/14 09/24/14 09/23/14 09/23/14 09/23/14 09/23/14 MM) ISSUe_r 700.0 NYC Transitional Finance Auth 6.2 Anaheim Public Financing Auth 252.7 Anaheim Public Financing Auth 18.7 Connecticut Housing Finance Auth 39.5 Connecticut Housing Finance Auth 160.1 Franklin Co Convention Fac Auth 14.9 New Orleans City -Louisiana 239.6 Pennsylvania Turnpike Commission 162.9 Nebraska Public Power Dt 180.6 Anchorage City -Alaska 111.3 Hampton Roads Sanitation Dt 68.5 NYS Housing Fin -Mortgage Agcy 135.5 Virginia Housing Dev Auth (VHDA) 165.0 Metropolitan Transport Auth (MTA) 335.0 Metropolitan Transport Auth (MTA) 215.1 Anchorage City -Alaska 25.9 Massachusetts Housing Fin Agcy 66.5 Massachusetts Housing Fin Agcy 23.5 Michigan Finance Authority 271.8 Michigan Finance Authority 1392.8 San Joaquin Hills Trans Corridor Agy 20.5 Seminole Co School Board 39.0 South Dakota Housing Dev Auth 71.5 South Dakota Housing Dev Auth 55.4 Colorado Hsg & Fin Au (CHFA) 306.9 Delaware 236.2 Maryland Hlth & Hghr Ed Facs Au 277.0 Miami -Dade Co School Board 30.2 California St Public Works Board 46.6 California St Public Works Board 64.6 California St Public Works Board 108.2 California St Public Works Board 61,5 Connecticut Housing Finance Auth 96.2 Connecticut Housing Finance Auth 52.5 Hamilton Co -Ohio 162.7 Hamilton Co -Ohio 55.2 NYS Housing Fin -Mortgage Agcy 84.8 Grand River Dam Authority 225.6 Grand River Dam. Authority 27.9 NYS Housing Fin -Mortgage Agcy 88.9 NYS Housing Fin -Mortgage Agcy 56.1 Ohio Higher Ed Fac Commission 250.0 Port Authority of NY & NJ 400.0 Port Authority of NY & NJ 731.5 Connecticut 1260.0 Texas Transportation Commission 50.0 Missouri Housing Dev Commission 2035.3 NYC Sales Tax Asset Rec Corp 200.0 California 1869.6 California 48.0 Geisinger Authority 155.7 Missouri Jt Muni Elec Util Comm state NY CA CA CT CT OH LA PA NE AK VA NY VA NY NY AK MA MA MI MI CA FL SD SD CO DE MD FL CA CA CA CA CT CT OH OH NY OK OK NY NY OH NY NY CT TX MO NY CA CA PA MO tr ue DeStription Future Tax Secured Sub Bonds Lease Revenue Bonds Lease Revenue Bonds Housing Mortgage Fin Prog Bonds Housing Mortgage Fin Prog Bonds Tax & Lease Rev Antic & Ref Bonds Drainage System Refunding Bonds Turnpike Revenue Refunding Bonds General Revenue Bonds Sr Lien Electric Rev Ref Bonds Wastewater Revenue Ref Bonds Affordable Housing Revenue Bonds Rental Housing Bonds Transportation Revenue Bonds Transportation Revenue Bonds GO & Refunding Bonds Single Family Housing Rev Bonds Single Family Housing Rev Bonds Local Gov Loan Program Rev Bonds Local Gov Loan Prog Rev Bonds Sr & Jr Lien Toll Road Rev Bonds Certificates of Participation Homeownership Mortgage Bonds Homeownership Mortgage Bonds Single Family Mtg Class I Bonds General Obligation Bonds Revenue Bonds Certificates of Participation Lease Revenue Bonds Lease Revenue Bonds Lease Revenue Refunding Bonds Lease Revenue Bonds Housing Mortgage Fin Prog Bonds Housing Mortgage Fin Prog Bonds Sewer System Refunding Rev Bonds Sewer System Refunding Rev Bonds Affordable Housing Rev Bonds Revenue Bonds Revenue Bonds Homeowner Mortgage Revenue Bonds Homeower Mortgage Revenue Bonds Hospital Revenue Bonds Consolidated Bonds Consolidated Bonds Spcl Tax Oblig & Ref Trans Bonds Highway Improvement GO Bonds Single Family Mtg Rev Bonds Sales Tax Asset Revenue Bonds General Obligation Bonds GO Various Purpose & Ref Bonds Health System Revenue Bonds Power Project Revenue Ref Bonds Series 2015 Ser B Subser B1 2014 Series B 2014 Series A 2014 Subseries F2 2014 Subseries F-1 Series 2014 Series 2014 Series of 2014 2014 Series C 2014 Series A Series 2014 A 2014 Series F 2014 Series C Ser 2014 Subser D-2 Ser 2014 Subser D-1 2014 Series A-D Series 174 Series 172 & 173 Series 2014 H-2 Series 2014 H-1 Series 2014 A & B Series 2014 A 2014 Series F 2014 Series D & E 2014 Series A Series 2014 B Series 2014 Series 2014 D 2014 Series E 2014 Series E 2014 Series F 2014 Series D 2014 Series D-2 2014 Series D-1 2015 Series A 2014 Series A 2014 Series E Series 2014 B Series 2014 A Series 188 Series 189 Series 2014 A Series 187 Series 186 2014 Series A & B Series 2014 2014 Series B Series A Series 2014 A Series 2014 A Bank of America-3* Merrill Lynch BANK OF AMERICA MERRILL LYNCH'S CO -MANAGED UNDERWRITING EXPERIENCE, 2012-2014 $s"le *t 09/18/14 09/18/14 09/18/14 09/18/14 09/17/14 09/17/14 09/17/14 09/17/14 09/16/14 09/16/14 09/16/14 09/11/14 09/09/14 09/04/14 09/03/14 09/03/14 09/03/14 08/22/14 08/22/14 08/20/14 08/20/14 08/19/14 08/15/14 08/14/14 08/14/14 08/14/14 08/14/14 08/14/14 08/13/14 08/13/14 08/08/14 08/07/14 08/07/14 08/07/14 08/06/14 08/05/14 08/05/14 07/31/14 07/29/14 07/24/14 07/24/14 07/24/14 07/23/14 07/23/14 07/21/14 07/17/14 07/17/14 07/17/14 07/16/14 07/16/14 07/16/14 07/16/14 ($MN) Issuer 350.0 Massachusetts 429.4 Massachusetts 8.9 Winston-Salem City -North Carolina 42.9 Winston-Salem City -North Carolina 100.0 Metro Atlanta Rapid Transit Auth 50.0 Monroeville Finance Authority 300,0 NYC Municipal Water Fin Auth 304.8 Pennsylvania Econ Dev Fin Auth 70.1 NYC Housing Dev Corp 97.3 San Francisco City & Co Airport Comm 376.3 San Francisco City & Co Airport Comm 51.7 Los Angeles Municipal Imp Corp 112.5 Colorado Springs City -Colorado 78.1 Alaska Housing Finance Corp 44.9 Los Angeles Harbor Dept 89.1 Los Angeles Harbor Dept 203.3 Los Angeles Harbor Dept 29.0 Maine State Housing Authority 41.9 Maine State Housing Authority 41.5 Pembroke Pines City -Florida 350.0 San Diego Co Reg Trans Comm 67.8 Bethlehem Authority 72.3 Lee Co School Board 265.1 Michigan 346.7 Port Authority of NY & NJ 483.5 Port Authority of NY & NJ 19.1 West Virginia Hospital Fin Auth 43.1 Winchester Econ Dev Au 195.9 Harris Co -Texas 40.3 Maryland Dept of Hsg & Comm Dev 25.2 Kannapolis City -North Carolina 50,0 Massachusetts Housing Fin Agcy 31,8 Wayne Co Airport Auth 66.6 Wayne Co Airport Auth 275,9 Wisconsin 123.1 Connecticut Housing Finance Auth 269.4 Energy Northwest 747.7 California State Unly Trustees 200.0 Massachusetts 162.1 Louisiana Public Facs Auth (LPFA) 6.5 Washington Econ Dev Fin Auth 109.2 Washington Econ Dev Fin Auth 50.4 Maryland 204.8 Omaha Public Power Dt (OPPD) 192.5 King Co -Washington 675.0 NYC Transitional Finance Auth 79.2 Tennessee 111.1 Tennessee 18.6 Oregon Dept of Admin Services 89.5 Oregon Dept of Admin Services 105.6 Oregon Dept of Admin Services 56.7 Philadelphia Auth for Indus Dev MA MA NC NC GA PA NY PA NY CA CA CA CO AK CA CA CA ME ME FL CA PA FL MI NY NY WV VA TX MD NC MA MI MI WI CT WA CA MA LA WA WA MD NE WA NY TN TN OR OR OR PA :e Issue i escriptian GO Consolidated Loan Bonds GO Refunding Bonds Limited Obligation Bonds Limited Obligation Bonds Sales Tax Revenue Bonds Revenue Bonds Water & Sewer System Rev Bonds Revenue Bonds Multi -Family Housing Rev Bonds Second Series Revenue Bonds Second Series Revenue Bonds Lease Revenue Refunding Bonds Utility System Imp & Rev Bonds State Capital Project Bonds II Revenue Bonds Refunding Revenue Bonds Revenue & Refunding Rev Bonds Mortgage Purchase Bonds Mortgage Purchase Bonds Communications Svcs Tax Ref Bonds Ltd Tax Sales Tax Revenue Bonds Guaranteed Water Revenue Bonds Certificates of Participation State Trunk Line Fund Ref Bonds Consolidated Bonds Consolidated Bonds Hospital Revenue Ref Bonds Hospital Revenue Refunding Bonds Unlimited Tax Road Ref Bonds Sr&Sub Loc Gov Infra Oblig Bonds Limited Obligation Bonds Single Family Housing Rev Bonds Airport Revenue Bonds Airport Revenue Bonds GO Refunding Bonds Housing Mortgage Fin Prog Bonds Electric Revenue Refunding Bonds Systemwide Revenue Bonds GO Consolidated Loan Bonds Revenue Refunding Bonds Lease Revenue Refunding Bonds Lease Revenue Ref Bonds GO State & Local Facs Loan Bonds Electric System Sub Rev Bonds Sewer Revenue Refunding Bonds Future Tax Secured Sub Bonds GO Refunding Bonds General Obligation Bonds Oregon Lottery Rev Ref Bonds Oregon Lottery Rev Ref Bonds Oregon Lottery Rev Ref Bonds Lease Revenue Ref Bonds riss Seires E of 2014 2014 Series C Series 2014 B Series 2014 C Series 2000 B Series 2014 B Series DD Series 2014 A 2014 Series C-1-C&E Series 2014 B Series 2014 A Series 2014-B Series 2014 A- 1 & 2 2014 Series D 2014 Series C 2014 Series B 2014 Series A 2014 Series C 2 2014 Series C 1 Series 2014 2014 Series A Series of 2014 Series 2014 A Series 2014 184th Series 185th Series Series 2014 Series 2014 A Series 2014 A 2014 Series A 1 & 2 Series 2014 Series 171 Series 2014 C Series 2014 B 2014 Series 3 2014 Series C-1 Series 2014 C Series 2014 A 2014 Ser D Sub D-1 Series 2014 Series 2014 B Series 2014 A 2014 Second Series A 2014 Series AA & BB 2014 Series B 2015 Ser A Sub A-1 2014 Series B 2014 Series A Series 2014 A Series 2014 B Series 2014 C 2014 Series B Bank of America Merrill Lynch BANK OF AMERICA MERRILL LYNCH'S CO -MANAGED UNDERWRITING EXPERIENCE, 2012-2014 $ale:Date 07/15/14 07/10/14 06/30/14 06/27/14 06/26/14 06/26/14 06/25/14 06/20/14 06/18/14 06/18/14 06/18/14 06/13/14 06/13/14 06/12/14 06/12/14 06/12/14 06/12/14 06/12/14 06/12/14 06/11/14 06/11/14 06/11/14 06/11/14 06/11/14 06/11/14 06/11/14 06/11/14 06/11/14 06/11/14 06/11/14 06/11/14 06/04/14 06/03/14 05/30/14 05/30/14 05/29/14 05/22/14 05/21/14 05/20/14 05/20/14 05/19/14 05/19/14 05/14/14 05/14/14 05/14/14 05/13/14 05/09/14 05/09/14 05/09/14 05/08/14 05/07/14 05/07/14 ($MINI) Issuer 250.0 Kansas Dept of Transportation 43.2 Maine Hlth & Hghr Ed Facs Auth 100.0 Metro Atlanta Rapid Transit Auth 169.3 Bernaliilo Co (Albuquerque) MSD #12 300.2 Jacksonville Electric Authority 378.5 Sacramento Co Sanit Dt Fin Au 194.5 Oregon Dept of Transportation 500.0 Metropolitan Transport Auth (MTA) 38.0 NYC Housing Dev Corp 225.1 NYC Housing Dev Corp 166.0 Palm Beach Co School Board 548.0 Houston City -Texas 1018.0 New York City -New York 153.4 Los Angeles USD 196.9 Los Angeles USD 323.2 Los Angeles USD 948.8 Los Angeles USD 24.4 Nebraska Public Power Dt 195.2 Nebraska Public Power Dt 5.4 Connecticut 23,1 Connecticut 43.6 Connecticut 49.8 Connecticut 78.1 Connecticut 3.3 Louisville -Jefferson Reg Airport 119.6 Louisville -Jefferson Reg Airport 126,3 Louisville -Jefferson Reg Airport 12.2 Massachusetts Housing Fin Agcy 25.8 Massachusetts Housing Fin Agcy 110.9 Massachusetts Housing Fin Agcy 125.7 Univ of North Carolina Bd of Gov 213.6 NYS Environmental Facs Corp 103,4 Clark Co -Nevada 61.4 Kentucky Housing Corporation 50.0 Missouri Housing Dev Commission 145.0 Harris Co Cult Ed Facs Fin Corp 49.8 NYC Trust for Cultural Resources 26.1 West Virginia School Bldg Auth 67.4 Univ of Massachusetts Bldg Au 157.9 Univ of Massachusetts Bldg Au 128.3 East Bay MUD 242.7 East Bay MUD 421.8 Metro Washington Airports Auth 30.0 Oregon Hsg & Comm Svcs Dept 57,7 Oregon Hsg & Comm Svcs Dept 294.5 University of Missouri Curators 36,6 Harris Co Flood Control Dt 60.1 Harris Co Flood Control Dt 73.7 Harris Co Flood Control Dt 185.7 Massachusetts Education Fin Auth 4.7 Maine Hlth & Hghr Ed Facs Auth 66.8 Maine Hlth & Hghr Ed Facs Auth KS ME GA NM FL CA OR NY NY NY FL TX NY CA CA CA CA NE NE CT CT CT CT CT KY KY KY MA MA MA NC NY NV KY MO TX NY WV MA MA CA CA DC OR OR MO TX TX TX MA ME ME Desariptloin Highway Revenue Bonds Revenue Bonds Sales Tax Revenue Bonds GO School Building & Ref Bonds Water & Sewer System Rev Bonds Revenue Bonds Hwy User Tax Rev Sr Ln Ref Bonds Transportation Revenue Bonds Multi -Family Housing Rev Bonds Multi -Family Housing Rev Bonds Certificates of Participation Comb Utility Sys 1st Ln Rev & Ref General Obligation Bonds GO Refunding Bonds GO Refunding Bonds GO Refunding Bonds GO Refunding Bonds General Revenue Bonds General Revenue Bonds General Obligation Bonds General Obligation Bonds General Obligation Bonds General Obligation Bonds General Obligation Bonds Airport System Revenue Ref Bonds Airport System Revenue Ref Bonds Airport System Revenue Ref Bonds Housing Bonds Housing Bonds Housing Bonds General Revenue Bonds State Revolving Funds Rev Bonds Airport Sys Jr Sub Ln Rev Notes Housing Revenue Bonds Single Family Mortgage Rev Bonds Hospital Revenue Bonds Refunding Revenue Bonds Lottery Capital Imp Revenue Bonds Refunding Revenue Bonds Refunding Revenue Bonds Water System Rev Ref Bonds Water System Revenue Ref Bonds Dulles Toll Road Rev Ref Bonds Mortgage Revenue Bonds Mortgage Revenue Bonds System Facilities Revenue Bonds District Improvement Ref Bonds Distrlctt Contract Tax Ref Bonds Contract Tax Refunding Bonds Education Loan Revenue Bonds Revenue Bonds Revenue Bonds odes Series 2014 A Series 2014 A Series 2000 A Series 2014 A & B 2014 Series A Series 2014 A Series 2014 A Series 2014 C 2014 Series D-1 Ser 2014 C-1-A & 1-B Series 2014 B Series 2014 D 2014 Series J & K 2014 Series D 2014 Series A 2014 Series B 2014 Series C 2014 Series B 2014 Series A 2014 Series D-1 2014 Series D-5 2014 Series D-2 2014 Series D-4 2014 Series D-3 2014 Series B 2014 Series A 2014 Series C 2014 Series C 2014 Series A 2014 Series B Series 2014 Series 2014 B Series 2014 B 2014 Series A 2014 Series A Series 2014 A Series 2014 A Series 2014 A Series 2014-3 Senior Series 2014-4 Series 2014 A Series 2014 B Series 2014 A 2014 Series B Series 2014 A Series 2014 A Series 2014 Series 2014 Series 2014 B Issue I Series 2014 Series 2014 B Series 2014 A BankofAmerica'�I Merrill Lynch BANK OF AMERICA MERRILL LYNCH'S CO -MANAGED UNDERWRITING EXPERIENCE, 2012-2014 Sale (tete Par ($MIVI) Issuer 05/06/14 49.9 05/06/14 3.8 05/01/14 6.2 05/01/14 116.1 04/24/14 21.1 04/24/14 50.0 04/24/14 8.2 04/24/14 100.0 04/24/14 54.3 04/23/14 29.3 04/23/14 15.0 04/23/14 85.0 04/23/14 108.1 04/16/14 50.0 04/15/14 23.7 04/11/14 500.0 04/10/14 24.6 04/10/14 46.9 04/09/14 90.5 04/09/14 543.7 04/09/14 150.0 04/08/14 92.9 04/08/14 109.1 03/26/14 68.4 03/26/14 547.9 03/24/14 50.3 03/24/14 100.0 03/24/14 100.0 03/19/14 158.8 03/19/14 347.4 03/19/14 63.8 03/18/14 110.1 03/13/14 26.6 03/13/14 785,6 03/13/14 151.9 03/13/14 167.0 03/11/14 3500.0 03/10/14 100.0 03/07/14 300.0 03/07/14 1157.8 03/06/14 72.5 03/06/14 650.0 02/28/14 66.1 02/28/14 40.1 02/26/14 19.0 02/26/14 65.0 02/21/14 400.0 02/20/14 121.0 02/20/14 55.9 02/19/14 35.1 02/19/14 54.1 02/13/14 19.0 Connecticut Housing Finance Auth Maryland Dept of Hsg & Comm Dev Newport News City -Virginia Newport News City -Virginia Florida Housing Finance Corp Florida Housing Finance Corp NYC Housing Dev Corp NYC Housing Dev Corp North Carolina Housing Fin Agcy Alaska Housing Finance Corp Pennsylvania Turnpike Commission Pennsylvania Turnpike Commission Pennsylvania Turnpike Commission Minnesota Housing Fin Agency Missouri Housing Dev Commission Metropolitan Transport Auth (MTA) Montana Board of Housing Montana Board of Housing Energy Northwest Energy Northwest Michigan Finance Authority University of Connecticut University of Connecticut Indiana Finance Authority NYC Municipal Water Fin Auth New York City -New York New York City -New York New York City -New York Holland City -Michigan NYS Environmental Facs Corp Orange Co School Board San Bernardino Co Trans Auth NYS Dorm Authority NYS Dorm Authority So California Pub Pwr Au (SCPPA) So California Pub Pwr Au (SCPPA) Puerto Rico Clark Co -Nevada Texas Transportation Commission Texas Transportation Commission Jacksonville Electric Authority New York City -New York Oregon Facilities Authority Washington Health Care Facs Au Massachusetts Housing Fin Agcy Massachusetts Housing Fin Agcy Metropolitan Transport Auth (MTA) Georgia Housing Finance Authority Rhode Island Infrastructure Bank Georgia Housing Finance Authority Metropolitan Park & Recreation Dt NYS Housing Fin -Mortgage Agcy State Issue Description CT Housing Mtg Finance Prog Bonds MD Housing Revenue Bonds VA GO Refunding Bonds VA GO Gen Imp & Ref & Wtr Ref Bonds FL Homeowner Mortgage Rev Bonds FL Homeowner Mortgage Rev Bonds NY Multi -Family Housing Rev Bonds NY Multi -Family Housing Rev Bonds NC Home Ownership Rev Ref Bonds AK State Capital Project Bonds II PA Turnpike Subordinate Rev Bonds PA Tpike & Motor License Fund Bonds PA Turnpike Subordinate Rev Bonds MN Residential Housing Finance Bonds MO Multi -Family Hsg Rev Ref Bonds NY Transportation Revenue Bonds MT Single Family Program Bonds MT Single Family Program Bonds WA Electric Revenue & Ref Bonds WA Revenue & Ref Bonds MI Student Loan Revolv Fund Bonds CT GO Refunding Bonds CT General Obligation Bonds IN State Revolv Fund Prog Ref Bonds NY Wtr Swr Sys 2nd Gen Res Rev Bonds NY General Obligation Bonds NY General Obligation Bonds NY General Obligation Bonds MI Electric Utility System Rev Bonds NY St Clean & Drink Wtr Rev Bonds FL Certificates of Participation CA Sales Tax Revenue Bonds NY State Personal Inc Tax Rev Bonds NY State Personal Inc Tax Rev Bonds CA Revenue Bonds CA Revenue Bonds PR General Obligation Bonds NV Highway Revenue Bonds TX State Highway Fund Rev Bonds TX State Highway Fd Rev & Ref Bonds FL Bulk Power Supply Sys Rev Bonds NY General Obligation Bonds OR Refunding Revenue Bonds WA Refunding Revenue Bonds MA Single Family Housing Rev Bonds MA Single Family Housing Rev Bonds NY Transportation Rev & Ref Bonds GA Single Family Mortgage Bonds RI Water PC Revolving Fund Bonds GA Single Family Mortgage Bonds MO Sales Tax Appropriation Bonds NY Homeowner Mortgage Revenue Bonds SONO 2014 Ser B Subser B1 Series 2014 B Series B of 2014 Series A of 2014 2014 Series A 2014 Series B 2014 Series A 2014 Series B-1 Series 35 2014 Series B Series 2014 A-3 Series 2014 A-2 Series 2014 A-1 2014 Series B 2014 Series 1 Series 2014 B 2014 Series A-2 2014 Series A-1 & 3 Series 2014 B Series 2014 A Series 2014 A 2014 Series A 2014 Series A Series 2014 B 2014 Series DD Series A Subser A-6 Series J Subser1-9 Series J Subser J-11 Series 2014 A Series 2014 A Series 2014 A 2014 Series A Series 2014 B Series 2014 A 2014 Series A 2014 Series B 2014 Series A Series 2014 A Series 2014-B Series 2014-A Series 2014 A 2014 Ser I Sub 1-1 2014 Series A Series 2014 A Series 170 Series 168-169 Series 2014 A- 1 & 2 2014 Ser A Sub 1,3,4 Series 2014 A 2014 Ser A Subser A2 Series 2014 Series 184 Bank of America -** Merrill Lynch BANK OF AMERICA MERRILL LYNCH'S CO -MANAGED UNDERWRITING EXPERIENCE, 2012-2014 sale; -lets 02/13/14 02/13/14 96.5 02/13/14 5.9 02/13/14 16.1 02/12/14 4.8 02/05/14 14.1 02/05/14 293.9 02/04/14 733.5 01/30/14 35.6 01/30/14 57.5 01/28/14 378.7 01/28/14 351.2 01/22/14 96.0 01/22/14 250.0 01/17/14 41.1 01/17/14 855,0 01/16/14 287.9 01/15/14 75.1 01/15/14 123.2 12/18/13 144.5 12/18/13 71.5 12/18/13 215.1 12/18/13 8.4 12/18/13 14.7 12/18/13 16.8 12/18/13 148.5 12/13/13 165,5 12/12/13 50.0 12/12/13 131.3 12/12/13 195.9 12/12/13 375.0 12/12/13 1572.5 12/12/13 1600.0 12/12/13 482,9 12/12/13 1539.4 12/12/13 800,1 12/12/13 216.9 12/11/13 125,9 12/11/13 29.0 12/10/13 52.4 12/10/13 78.0 12/10/13 175.7 12/06/13 1,1 12/05/13 565.7 12/05/13 660.1 12/05/13 53.6 12/04/13 81.7 11/22/13 95.1 11/22/13 65.0 11/22/13 118.6 11/22/13 150.4 11/22/13 114.5 r($MM) 'Issuer 63.6 NYS Housing Fin -Mortgage Agcy NYS Housing Fin -Mortgage Agcy Polk Co -Florida Polk Co -Florida Maryland Dept of Hsg & Comm Dev Univ of Massachusetts Bldg Au Univ of Massachusetts Bldg Au Grand Parkway Transport Corp Maryland Dept of Hsg & Comm Dev Maryland Dept of Hsg & Comm Dev Illinois State Toll Highway Auth NYC Municipal Water Fin Auth California Infrstr & Eco Dev Bank Massachusetts Dev Finance Agcy NYC Transitional Finance Auth NYC Transitional Finance Auth Jacksonville Electric Authority Idaho Housing & Fin Assoc Philadelphia City -Pennsylvania Galveston Co (Clear Creek) ISD Pennsylvania Econ Dev Fin Auth Pennsylvania Econ Dev Fin Auth Rhode Island Hsg & Mtg Fin Corp Rhode Island Hsg & Mtg Fin Corp Rhode Island Hsg & Mtg Fin Corp Triborough Bridge & Tunnel Auth Triborough Bridge & Tunnel Auth Florida Housing Finance Corp Foothill/Eastern Transp Corridor Agy Foothill/Eastern Transp Corridor Agy Foothill/Eastern Transp Corridor Agy Foothill/Eastern Transp Corridor Agy NYS Thruway Authority NYS Utility Debt Securitization Auth NYS Utility Debt Securitization Auth New York City -New York Pittsburgh Water & Sewer Auth NYS Housing Fin -Mortgage Agcy Washington Econ Dev Fin Auth De Kalb Co -Georgia NYC Housing Dev Corp NYC Housing Dev Corp Nassau Co -New York NY Tobacco Settlement Fin Corp NY Tobacco Settlement Fin Corp Polk Co -Florida Virginia Housing Dev Auth (VHDA) Alaska Housing Finance Corp Chicago City -Illinois Chicago City -Illinois Chicago City -Illinois Davie Town -Florida NY NY FL FL MD MA MA TX MD MD IL NY CA MA NY NY FL ID PA TX PA PA RI RI RI NY NY FL CA CA CA CA NY NY NY NY PA NY WA GA NY NY NY NY NY FL VA AK IL IL IL FL sup 0001)(30an Homeowner Mortgage Revenue Bonds Homeowner Mortgage Revenue Bonds Utility System Revenue Ref Bonds Utility System Revenue Ref Bonds Housing Revenue Bonds Project Revenue Bonds Project Revenue Bonds Sub Tier Toll Revenue Ref BANs Residential Revenue Bonds Residential Revenue Bonds Toll Hway Senior Rev Ref Bonds Wtr Swr Sys 2nd Gen Res Rev Bonds Infra State Revolv Fund Rev Bonds Revenue Bonds Future Tax Secured Sub Bonds Future Tax Secured Sub&Ref Bonds Electric System & Sub Rev Bonds Grant & Rev Anticipation Bonds Water & Wastewater Revenue Bonds Unlimited Tax School Bldg Bonds Parking System Revenue Bonds Parking System Revenue BOnds Multi -Family Development Bonds Multi -Family Development Bonds Multi -Family Development Bonds Subordinate Revenue Ref Bonds Subordinate Revenue Ref Bonds Homeowner Mortgage Rev Bonds Toll Road Refunding Revenue Bonds Toll Road Refunding Revenue Bonds Toll Road Refunding Revenue Bonds Jr & Toll Road Ref Rev Bonds Gen Rev Jr Indebtendess Oblig Restructuring Bonds Restructuring Bonds General Obligation Bonds Wtr Swr Sys 1st Lien Ref Bonds Affordable Housing Revenue Bonds Lease Revenue Refunding Bonds GO Refunding Bonds Multi -Family Housing Rev Bonds Multi -Family Housing Rev Bonds General Obligation Bonds Asset -Backed Revenue Bonds Asset -Backed Revenue Bonds Utility System Rev & Ref Bonds Commonwealth Mortgage Bonds State Capital Project Bonds II 2nd Lien Revenue Refunding Bonds 2nd Lien Revenue Refunding Bonds 2nd Lien Revenue Refunding Bonds Educational Facs Rev & Ref Bonds series = Series 181 & 182 Series 183 Series 2014 B Series 2014 A Series 2014 A Senior Series 2014-2 Senior Series 2014-1 Series 2014 A 2014 Series B 2014 Series A 2014 Series A 2014SerCC1&2 Series 2014 A Series 2014 M-4 2001 Ser B, Sub B-3 2014 Subser B-1 & C Series Three & 2014A 2014 Series A Series 2014 A Series 2013 B Series A B C of 2013 Series A B C of 2013 Series 2013 4-T Series 2013 3- A-C Series 2013 3-D Series 2013 D-2A & B Series 2013 D-1 2013 Series C Series 2013 A Series 2013 A Series B-1 2 3 Series 2013 A & C Series 2013 A Series 2013 T Series 2013 TE 2014 Series G & H SerA&Bof2013 2013 Series E Series 2013 Series 2013 2013 Series E-1-C 2013 Series E-1-A&B 2013 Series D Series 2013 B Series 2013 A Series 2013 2013 Series D 2014 Series A Series 2013 C Series 2013 A Series 2013 B Series 2013 A & B Bank ofAmerica '-I Merrill Lynch BANK OF AMERICA MERRILL LYNCH'S CO -MANAGED UNDERWRITING EXPERIENCE, 2012-2014 Sala DOWN 11/22/13 11/21/13 11/21/13 11/14/13 11/14/13 11/14/13 11/13/13 11/13/13 11/12/13 11/12/13 11/06/13 11/06/13 11/06/13 11/05/13 11/05/13 11/05/13 11/04/13 10/31/13 10/31/13 10/30/13 10/30/13 10/29/13 10/29/13 10/24/13 10/24/13 10/24/13 10/24/13 10/23/13 10/23/13 10/23/13 10/23/13 10/22/13 10/17/13 10/17/13 10/17/13 10/17/13 10/16/13 10/11/13 10/11/13 10/11/13 10/11/13 10/10/13 10/09/13 10/09/13 10/08/13 10/04/13 10/02/13 10/02/13 09/27/13 09/27/13 09/26/13 09/26/13 $MINI) Issue 84.2 Rhode Island Hsg & Mtg Fin Corp 96.7 Pasco Co SD 138.7 Rhode Island Hlth & Ed Bldg Corp 631.5 California St Public Works Board 86.4 Charleston Co -South Carolina 397.1 NYC Municipal Water Fin Auth 100.0 California 61.8 Tarrant Co Cult Ed Fac Fin Corp 11.3 University of Missouri Curators 150.0 University of Missouri Curators 252.5 Massachusetts 22.3 South Dakota Housing Dev Auth 27.0 South Dakota Housing Dev Auth 55.4 Maine Hlth & Hghr Ed Facs Auth 87.4 Rhode Island Hlth & Ed Bldg Corp 25.0 Vermont 450.0 California 600.0 Connecticut 500.0 Metropolitan Transport Auth (MTA) 118.3 Nebraska Public Power Dt 66.2 North Carolina Housing Fin Agcy 115.0 Geisinger Authority 548.9 Nevada 50.0 Massachusetts Housing Fin Agcy 650.0 NYC Transitional Finance Auth 12.5 Rhode Island & Providence Plan 40.7 Rhode Island & Providence Plan 205.1 Chattanooga Hlth Ed & Hsg Fac Bd 254.8 Colorado Health Facilities Auth 78.5 Kentucky Economic Dev Fin Auth 62.2 Washington Health Care Facs Au 1647.5 California 6.7 Battery Park City Authority 356.1 Battery Park City Authority 188.0 Lower Colorado River Authority (LCRA) 959.8 NYS Dorm Authority 168.9 Hillsborough Co Aviation Auth 18.8 Connecticut Housing Finance Auth 156.6 Connecticut Housing Finance Auth 181.6 Wisconsin 405.5 Wisconsin 96.0 Houston Higher Education Fin Corp 25.1 Oklahoma Housing Finance Agcy 31.2 Oklahoma Housing Finance Agcy 409.8 Oregon Dept of Transportation 560.4 Connecticut 13.5 Maine Municipal Bond Bank 334.7 Washington Tobacco Settlement Auth 175.7 New York City -New York 716.9 New York City -New York 32.3 NYS Dorm Authority 126.5 NYS Dorm Authority St issue bektiption RI Homeownership Opportunity Bonds FL Sales Tax Revenue Bonds RI Higher Educ Facs Revenue Bonds CA Lease Revenue Bonds SC Special Source Revenue Bonds NY Wtr & Swr Sys 2nd Gen Res Bonds CA General Obligation Bonds TX Hospital Revenue Bonds MO System Facilities Revenue Bonds MO System Facilities Revenue Bonds MA Federal Highway GANs SD Homeownership Mortgage Bonds SD Homeownership Mortgage Bonds ME Revenue Bonds RI Hospital Financing Revenue Bonds VT General Obligation Bonds CA General Obligation Bonds CT Special Tax Obligation Bonds NY Transportation Revenue Bonds NE General Revenue Bonds NC Home Ownership Rev Ref Bonds PA Health System Revenue Bonds NV Special Revenue Bonds MA Single Family Housing Rev Bonds NY Future Tax Secured Sub Bonds RI GO Capital Development Loan Bonds RI GO Conso Cap Dev Loan Bonds TN Revenue Bonds CO Revenue Bonds KY Revenue Bonds WA Revenue Bonds CA Various Purp & Sch Facs GO Bonds NY Senior Revenue Bonds NY Senior Revenue Bonds TX Refunding Revenue Bonds NY State Sales Tax Revenue Bonds FL Subordinated Revenue Ref Bonds CT Housing Mortgage Fin Prog Bonds CT Housing Mortgage Fin Prog Bonds WI GO Refunding Bonds WI GO Refunding Bonds TX Education Revenue Bonds OK Single Family Mortgage Rev Bonds OK Single Family Mtg Rev Ref Bonds OR Highway User Tax Sr Ln Rev Bonds CT General Obligation Bonds ME Bond Bank Bonds WA Tobacco Settlement Rev Ref Bonds NY General Obligation Bonds NY General Obligation Bonds NY Revenue Bonds NY Revenue Bonds Soles Series 64-T Series 2013 Series 2013 2013 Series I Series 2013 2014 Series BB Series 2013 E Series 2013 Series 2013 A Series 2013 B 2013 Series A 2013 Series E 2013 Series F Series 2013 Series 2013 A 2013 Series A Series 2013 A & B 2013 Series A Series 2013 E 2013 Series A Series 34 Series A & B of 2013 Series 2013 Series 167 2014 Ser A Sub A-1 2013 Series B 2013 Series A Series 2013 A Series 2013 A Series 2013 A Series 2013 A Series 2013 B Series 2013 A Series 2013 Series 2013 A 2013 Series A Series 2013 B- 3 & 4 Series 2013 B- 1 & 2 2014 Series 1 2013 Series 1 Series 2013 A 2013 Series C 2013 Series D Series 2013 A 2013 Series A 2013 Series,B Series 2013 2003 Ser C, Sub C-A 2014 Ser D-1, E & F Series 2013 B Series 2013 A BankofAmerica', Merrill Lynch BANK OF AMERICA MERRILL LYNCH'S CO -MANAGED UNDERWRITING EXPERIENCE, 2012-2014 Saie bete Par (004) 09/24/13 70.6 09/24/13 125.0 09/19/13 21.4 09/18/13 44.9 09/18/13 29.0 09/17/13 127.6 09/11/13 178.7 09/05/13 35.1 09/05/13 85.6 09/05/13 10.8 08/29/13 25.0 08/29/13 35.0 08/29/13 122.2 08/29/13 533.9 08/28/13 29.6 08/28/13 33.0 08/28/13 45.6 08/28/13 79.7 08/27/13 220.7 08/27/13 30.0 08/27/13 51.3 08/21/13 43.4 08/21/13 75.0 08/21/13 75.0 08/20/13 450.0 08/15/13 673.1 08/15/13 385.9 08/14/13 33.1 08/14/13 33,5 08/14/13 56.5 08/14/13 77.5 08/14/13 84.3 08/14/13 197.2 08/14/13 19.3 08/14/13 170.0 08/13/13 56.0 08/13/13 238.0 08/08/13 250.0 08/08/13 641.4 08/07/13 222.9 08/01/13 372.5 07/31/13 106,9 07/31/13 836.4 07/31/13 140.5 07/31/13 145.0 07/31/13 782,8 07/31/13 124.4 07/31/13 46.4 07/30/13 205.9 07/26/13 29.7 07/26/13 173.9 07/25/13 134.8 ISsueli' Monroeville Finance Authority Pennsylvania Econ Dev Fin Auth Maryland Dept of Hsg & Comm Dev NYC Housing Dev Corp Raleigh City -North Carolina Colorado Springs City -Colorado Atlanta City -Georgia Jacksonville City -Florida Jacksonville City -Florida Maryland Dept of Hsg & Comm Dev Montana Board of Housing Montana Board of Housing NYC Housing Dev Corp NYC Housing Dev Corp Connecticut Connecticut Connecticut Deltona City -Florida Maine Municipal Bond Bank Maine State Housing Authority Odessa City -Texas Bernalillo Co (Albuquerque) MSD #i12 Texas Texas SC Pub Svc Au (Santee Cooper) Puerto Rico Electric Power Authority Reedy Creek Improvement Dt Connecticut Connecticut Connecticut Connecticut Connecticut Jacksonville Electric Authority Orange Co School Board Philadelphia City -Pennsylvania Maryland Dept of Hsg & Comm Dev Maryland Hlth & Hghr Ed Facs Au SC Pub Svc Au (Santee Cooper) SC Pub Svc Au (Santee Cooper) Pennsylvania Turnpike Commission New York City -New York Grand Parkway Transport Corp Grand Parkway Transport Corp Ohio Turnpike & Infrastructure Comm Ohio Turnpike & Infrastructure Comm Ohio Turnpike & Infrastructure Comm Orange Co Transportation Auth Virginia Resources Auth (VRA) Georgia Prly College & Univ Auth Jacksonville Electric Authority Jacksonville Electric Authority New York City -New York PA PA MD NY NC CO GA FL FL MD MT MT NY NY CT CT CT FL ME ME TX NM TX TX SC PR FL CT CT CT CT CT FL FL PA MD MD SC SC PA NY TX TX OH OH OH CA VA GA FL FL NY Issue Desctiptiorn UPMC Revenue Refunding Bonds UPMC Revenue Bonds Local Govt Infrastructure Bonds Multi -Family Secured Mtg Rev Bond Limited Obligation Bonds Utilities System Imp Rev Bonds Water & Wastewater Rev Ref Bonds Special Revenue & Ref Bonds Special Revenue & Ref Bonds Housing Revenue Bonds Single Family Program Bonds Single Family Program Bonds Capital Fund Grant Prog Rev Bonds Capital Fund Grant Prog Rev Bonds General Obligation Bonds General Obligation Bonds General Obligation Bonds Utility System Ref Revenue Bonds Ligour Operation Revenue Bonds Mortgage Purchase Bonds Comb Tax & Rev Certs of Oblig GO School Building Bonds Veterans Bonds Veterans Bonds Revenue Obligations Power Revenue Bonds Ad Valorem Tax & Refunding Bonds General Obligation Bonds General Obligation Bonds General Obligation Bonds General Obligation Bonds General Obligation Bonds Electric Sys & Sub Revenue Bonds Certificates of Participation Water & Wastewater Rev Bonds Single Family Housing Rev Bonds Revenue Bonds Revenue Obligations Revenue Obligations Turnpike Revenue Bonds General Obligation Bonds Sub Tier Toll Rev Tender Bonds Sub Tier Toll Rev Tender Bonds Turnpike Jr Lien Revenue Bonds Turnpike Jr Lien Revenue Bonds Turnpike Sr & Jr Lien Rev Bonds Sr Lien Toll Road Rev Ref Bonds Infrastructure Revenue Bonds Emory University Revenue Bonds Water & Sewer System Rev Bonds Water & Sewer Sys & Sub Rev Bonds General Obligation Bonds Series Series 2013 B Series 2013 A 2013 Series Al & A2 2013 Series A Series 2013 Series 2013 B-1 & 2 Series 2013 A-1 Series 2013 B Series 2013 A & C. Series 2013 D 2013 Series B-1 2013 Series B-2 Series 2013 B-2 Series 2013 A & B-1 2013 Series D-4 2013 Series D-2 2013 Series D-3 Series 2013 Series 2013 2013 Series E Series 2013 Series 2013 A Series 2013 B Series 2013 B Series 2013 D Series 2013 A Series 2013 A & B 2013 Series E-5 2013 Series E-3 2013 Series E-2 2013 Series E-1 2013 Series E-4 Ser Three 2013 C & D Series 2013 A Series 2013 A 2013 Series A Series 2013 C Series 2013 C Ser2013A&RefB Series C of 2013 Series B & C Series 2013 D Series 2013 C 2013 Series A-2 & 3 2013 Series A-4 2013 Ser A & A-1 Series 2013 Series 2013 B Series 2013 A 2013 Series B 2013 Series A Subseries 1 BankofAmerica '� Merrill Lynch BANK OF AMERICA MERRILL LYNCH'S CO -MANAGED UNDERWRITING EXPERIENCE, 2012-2014 $ ie Date ;Par t$MM) 07/25/13 375.0 07/24/13 38.2 07/23/13 300.0 07/18/13 79.9 07/18/13 178.8 07/17/13 10.8 07/17/13 22.8 07/17/13 277.0 07/17/13 361.8 07/17/13 1337.9 07/17/13 51.3 07/17/13 172.7 07/16/13 217.4 07/11/13 416.3 07/11/13 11.9 07/11/13 23.3 07/11/13 33.4 07/11/13 92.5 07/10/13 326.3 07/10/13 393.7 07/10/13 56.8 07/09/13 282.5 07/03/13 56.7 07/02/13 659,7 07/02/13 333.8 07/02/13 381.2 07/02/13 127.9 06/28/13 41.9 06/27/13 11.0 06/27/13 27.4 06/27/13 207.2 06/26/13 401.1 06/25/13 51,7 06/25/13 531.3 06/20/13 222.0 06/20/13 207.7 06/19/13 38.1 06/19/13 344.3 06/14/13 134.1 06/14/13 693.0 06/13/13 88.0 06/13/13 800.0 06/12/13 66.5 06/12/13 2.2 06/12/13 36.5 06/12/13 61.3 06/07/13 43.3 06/06/13 116.8 06/06/13 15.6 06/06/13 31.5 06/05/13 57.6 06/05/13 209.5 New York City -New York Massachusetts Housing Fin Agcy District of Columbia Wtr & Swr Au Hamilton Co -Ohio Hamilton Co -Ohio Fresno City -California Fresno City -California Grand Parkway Transport Corp Grand Parkway Transport Corp Grand Parkway Transport Corp University of Connecticut University of Connecticut Illinois State Toll Highway Auth Dallas & Fort Worth Cities -Texas Maryland Dept of Hsg & Comm Dev Maryland Dept of Hsg & Comm Dev NYS Housing Fin -Mortgage Agcy NYS Housing Fin -Mortgage Agcy Denver City and Co -Colorado Denver City and Co -Colorado Potter Co (Amarillo) ISD Austin City -Texas New Hanover Co -North Carolina LA Tobacco Settlement Fin Corp Metropolitan Transport Auth (MTA) Missouri -Illinois Met Dt Bi-St Dev Agy Utah State Board of Regents NewJersey Educational Facs Au Metro Washington Airports Auth Metro Washington Airports Auth Metro Washington Airports Auth NYS Environmental Facs Corp Michigan State Building Auth Michigan State Building Auth Massachusetts Education Fin Auth NYC Housing Dev Corp Mississippi Home Corporation NYC Municipal Water Fin Auth Rutgers State University Rutgers State University Lewis Co Public Utility Dt #1 NYC Transitional Finance Auth Hempstead Local Development Corp Kentucky Housing Corporation Kentucky Housing Corporation Kentucky Housing Corporation Jacksonville Electric Authority Massachusetts Housing Fin Agcy Missouri Housing Dev Commission St Louis City -Missouri Portsmouth City -Virginia Portsmouth City -Virginia NY MA DC OH OH CA CA TX TX TX CT CT IL TX MD MD NY NY CO CO TX TX NC LA NY MO UT NJ DC DC DC NY MI MI MA NY MS NY NJ NJ WA NY NY KY KY KY FL MA MO MO VA VA to I>MSGO Descriptk#1 General Obligation Bonds Housing Bonds Public Utility Lien Revenue Bonds Sewer Sys Revenue Refunding Bonds Sewer Sys Imp & Ref Rev Bonds Airport Revenue Refunding Bonds Airport Revenue Refunding Bonds Sub Tier Toll Rev Convert CABs Subordinated Tier Toll Rev Bonds First & Sub Tier Toll Rev Bonds GO Refunding Bonds General Obligation Bonds Toll Highway Senior Revenue Bonds Joint Revenue Refunding Bonds Housing Revenue Bonds Housing Revenue Bonds Homeowner Mortgage Rev Bonds Homeowner Mortgage Revenue Bonds Airport System Sub Rev Bonds Airport System Sub Revenue Bonds Unitd Tax School Building Bonds Wtr & Wstwtr Sys Rev Ref Bonds Hospital Revenue Refunding Bonds Tobacco Asset -Backed Ref Bonds Transportation Revenue Bonds Mass Trans Sales Tax Approp Bonds General Revenue Bonds Revenue Bonds Airport System Revenue Ref Bonds Airport System Revenue Ref Bonds Airport System Rev & Ref Bonds Clean Wtr Drink Revolt' Rev Bonds Revenue Refunding Bonds Revenue & Revenue Refunding Bonds Education Loan Revenue Bonds Multi -Family Housing Rev Bonds Single Family Mtg Rev Ref Bonds Wtr Swr Sys 2nd Gen Res Rev Bonds GO Refunding Bonds GO & Refunding Bonds Revenue Refunding Bonds Future Tax Secured Sub Bonds Revenue Bonds Housing Revenue Bonds Housing Revenue Bonds Housing Revenue Bonds District Energy Sys Ref Rev Bonds Housing Bonds Multi -Family Hsg Ref Rev Bonds Airport Revenue Refunding Bonds GO Pub Improvement & Ref Bonds GO & Refunding Bonds erlea Series A Subser A-1 2013 Series C & D Series 2013 A 2013 Series B 2013 Series A Series 2013 A Series 2013 B Series 2013 B Series 2013 E Series 2013 A & B 2013 Series A 2013 Series A 2013 Series. B-1 Series 2013 D Series 2013 B Series 2013 C Series 180 Series 178 & 179 Series 2013 A Series 2013 B Series 2013 Series 2013 A Series 2013 Series 2013 A Series 2013 D Series 2013 A Series 2013 A 2013 Series D Series 2013 C Series 2013 B Series 2013 A Ser 2013 A Sub SRF 2013 Series I-B 2013 Series I -A Issue K Series 2013 2013 Ser B-1-A,B,C Series 2013 A 2013 Series EE 2013 Series K 2013 Series J & L Series 2013 2013 Series I Series 2013 2013 Series F 2013 Series C Series 2013 D, E & G 2013 Series A 2013 Series B 2013 Series 2 Series 2013 Series 2013 A Series 2013 B Bank of America Merrill Lynch BANK OF AMERICA MERRILL LYNCH'S CO -MANAGED UNDERWRITING EXPERIENCE, 2012- 2014 SAie Date 'ar'4MM) issuer 06/04/13 293,9 Los Angeles City -California 05/31/13 500.0 Metropolitan Transport Auth (MTA) 05/31/13 21.9 Oregon Hsg & Comm Svcs Dept 05/31/13 29.1 Oregon Hsg & Comm Svcs Dept 05/31/13 61.3 Oregon Hsg & Comm Svcs Dept 05/30/13 174.3 Clark Co -Nevada 05/30/13 115.5 Iowa Finance Authority 05/30/13 68,0 Loudoun Co -Virginia 05/30/13 104.3 Virginia Resources Auth (VRA) 05/23/13 23.3 Oakland Univ Board of Trustees 05/23/13 45.4 Pasco Co School Board 05/22/13 23.9 Arlington Co Industrial Dev Auth 05/22/13 52.4 Arlington Co Industrial Dev Auth 05/22/13 88.7 Port of Seattle -Washington 05/21/13 52.1 Rhode Island Infrastructure Bank 05/15/13 127.3 Charlotte -Mecklenburg Hosp Auth 05/15/13 89.8 Florida Housing Finance Corp 05/08/13 204.8 Colorado Reg Transportation Dt 05/07/13 149.8 Maryland Hlth & Hghr Ed Facs Au 05/02/13 64.0 Maine Hlth & Hghr Ed Facs Auth 05/01/13 81.3 Arlington Co -Virginia 05/01/13 124.3 Arlington Co -Virginia 05/01/13 30.5 Montana Board of Housing 05/01/13 42,5 Montana Board of Housing 04/30/13 1184.7 Iowa Finance Authority 04/30/13 52.9 Kentucky Housing Corporation 04/30/13 54.9 Kentucky Housing Corporation 04/30/13 15.9 South Dakota Housing Dev Auth 04/30/13 18.4 South Dakota Housing Dev Auth 04/26/13 96.2 Jacksonville Electric Authority 04/25/13 36.5 Lancaster Ed Assistance Prog Inc 04/24/13 108.1 Florida Housing Finance Corp 04/23/13 84.0 Du Page Comm College Dt #502 04/23/13 253.6 Portland City -Oregon 04/19/13 152.4 North Carolina Medical Care Commiss 04/19/13 146.4 Prince William Co Industrial Dev Auth 04/18/13 132.0 Sacramento MUD (SMUD) 04/18/13 13.8 Tamarac City -Florida 04/16/13 338.2 New Jersey Trans Trust Fund Au 04/16/13 538.8 New Jersey Trans Trust Fund Au 04/12/13 53.6 Colorado Hsg & Fin Au (CHFA) 04/12/13 20.1 Harnett Co -North Carolina 04/12/13 50.1 South Carolina St Hsg Fin Dev Au 04/11/13 86.8 Alaska Housing Finance Corp 04/11/13 450.0 California Health Facs Fin Auth 04/11/13 87.9 NYS Housing Fin -Mortgage Agcy 04/11/13 57.3 Oklahoma Housing Finance Agcy 04/11/13 114.9 Rhode Island & Providence Plan 04/10/13 118.2 Brownsville City -Texas 04/10/13 2000.0 Florida Hurricane Catastrophe Fin 04/09/13 197.4 Lower Colorado River Authority (LCRA) 04/09/13 20.8 Mississippi Development Bank Male CA NY OR OR OR NV IA VA VA MI FL VA VA WA RI NC FL CO MD ME VA VA MT MT IA KY KY SD SD FL SC FL IL OR NC VA CA FL NJ NJ CO NC SC AK CA NY OK RI TX FL TX MS Issue Descriptidnn Wastewater Sys Rev & Ref Bonds Transportation Revenue Bonds Mortgage Revenue Bonds Mortgage Revenue Bonds Mortgage Revenue Bonds Airport Sys Jr Sub Lien Rev Notes State Revolving Fund Rev Bonds GO Refunding Bonds Clean Wtr St Revolving Rev Bonds General Revenue Refunding Bonds Certificates of Participation Revenue & Refunding Bonds Revenue & Refunding Bonds Special Facility Rev Ref Bonds Wtr Poll Ctrl Revolv Fund Bonds Health Care Rev & Ref Rev Bonds Homeowner Mortgage Revenue Bonds Sales Tax Revenue Refunding Bonds Revenue Bonds Revenue Bonds GO Refunding Bonds GO Pub Imp & Refunding Bonds Single Family Program Bomds Single Family Mortgage Prog Bonds Midwestern Disaster Area Rev Bond Housing Revenue Bonds Housing Revenue Bonds Homeownership Mortgage Bonds Homeownership Mortgage Bonds Electric Sys Revenue & Sub Bonds Installment Purchase Ref Bonds Homeowner Mortgage Revenue Bonds GO Community College Bonds 2nd Lien Wtr Sys Rev & Ref Bonds Health Care Facs Rev & Ref Bonds Health Care Facs Rev & Ref Bonds Electric Revenue Bonds Capital Improvement Ref Rev Bonds Transportation System Bonds Transportation System Bonds Single Family Prog Class I Bonds Ltd Oblig GO Refunding Bonds Homeownership Revenue Bonds State Capital Project Bonds II Revenue Bonds Mortgage Revenue Bonds Single Family Mtg Rev Ref Bonds Lease Participation Certificates Utility System Revenue Ref Bonds Revenue Bonds Transmission Contract Ref Bonds Special Obligation Ref Bonds Banes Series 2013 A & B Series 2013 C 2013 Series A 2013 Series B 2013 Series C Series 2013 C-1 Series 2013 Series 2013 B Series 2013 Series 2013 B Series 2013 A Series 2013 A Series 2013 B Series 2013 Series 2013 A Series 2013 A 2013 Series B Series 2013 A Series 2013 B Series 2013 A Series 2013 C Series 2013 A & B 2013 Series A-2 2013 Series A 1 & 3 Series 2013 2013 Series A 2013 Series B 2013 Series A 2013 Series B & C Ser Three 2013 B & C Series 2013 B 2013 Series A Series 2013 A 2013 Series A Series 2013 A Series 2013 A 2013 Series A Series 2013 2013 Series B 2013 Series A Series 2013 AA Series 2013 Series 2013-1 2013 Series A Series 2013 A 49th & 50th Series 2013 Series A & B 2013 Series A-E Series 2013 A Series 2013 A Series 2013 A Series 2013 B Bank ofAmerica-4 Merrill Lynch BANK OF AMERICA MERRILL LYNCH'S CO -MANAGED UNDERWRITING EXPERIENCE, 2012-2014 S Ie'bate Par (Oi`;►iM) 04/09/13 64.1 04/09/13 88.9 04/09/13 47.8 04/05/13 10.0 04/05/13 127.9 04/03/13 28.1 04/03/13 71.1 04/03/13 122.5 03/26/13 104.2 03/22/13 41.0 03/22/13 500.0 03/22/13 901.0 03/21/13 44.5 03/21/13 49.5 03/21/13 89.0 03/19/13 32.9 03/19/13 71.0 03/19/13 25.0 03/19/13 90.1 03/19/13 50.0 03/19/13 50.0 03/18/13 122.9 03/18/13 74.1 03/18/13 74.1 03/18/13 100.0 03/15/13 44.9 03/15/13 120.0 03/14/13 505.9 03/14/13 542.6 03/14/13 1058.9 03/14/13 70.0 03/14/13 572.4 03/13/13 364.3 03/13/13 117.8 03/13/13 543.3 03/08/13 115.1 03/08/13 247.3 03/08/13 25.3 03/08/13 59.7 03/08/13 65.0 03/08/13 71.8 03/08/13 212.6 03/07/13 95.4 03/06/13 223.3 03/05/13 501.2 03/05/13 805.9 03/01/13 872.5 02/27/13 170.6 02/27/13 272.6 02/22/13 2.1 02/22/13 102.8 02/22/13 77.3 Issue Mississippi Development Bank Mississippi Development Bank Missouri Housing Dev Commission Pennsylvania Housing Fin Agency Pennsylvania Housing Fin Agency Oregon Dept of Admin Services Oregon Dept of Admin Services Oregon Dept of Admin Services Arizona Board of Regents Charlotte City -North Carolina Metropolitan Transport Auth (MTA) NYC Transitional Finance Auth New Jersey Hsg & Mtg Fin Agency New Jersey Hsg & Mtg Fin Agency New Jersey Hsg & Mtg Fin Agency Clark Co -Nevada Clark Co -Nevada Connecticut Hghr Ed Supp Loan Auth Southwest Higher Ed Auth Texas Texas King Co -Washington New York City -New York New York City -New York New York City -New York Missouri Housing Dev Commission New Hampshire Housing Fin Auth California California California Empire State Development Corp Empire State Development Corp California Maryland Hlth & Hghr Ed Facs Au NYC Municipal Water Fin Auth Maryland Hlth & Hghr Ed Facs Au Maryland Hlth & Hghr Ed Facs Au Massachusetts Housing Fin Agcy Massachusetts Housing Fin Agcy Massachusetts Housing Fin Agcy Univ of Massachusetts Bldg Au Unlv of Massachusetts Bldg Au Maine State Housing Authority Fulton Co -Georgia Regents of the Univ of California Regents of the Univ of California New York City -New York Massachusetts Water Resources Au Univ of Wisconsin Hosp & Clinics NYC Housing Dev Corp NYC Housing Dev Corp St Lucie Co School Board -State Issue Des1riptiori MS Special Obligation Ref Bonds MS Special Obligation Ref Bonds MO Single Family Mtg Rev Ref Bonds PA Single Family Mortgage Rev Bonds PA Single Family Mortgage Rev Bonds OR Oregon State Lottery Rev Bonds OR Oregon State Lottery Rev Bonds OR Oregon State Lottery Rev Bonds AZ System Revenue Bonds NC Certificates of Participation NY Transportation Revenue Bonds NY Futured Tax Secured Sub Bonds NJ Multi -Family Housing Rev Bonds NJ Multi -Family Housing Rev Bonds NJ Multi -Family Housing Rev Bonds NV GO Refunding Airport Bonds NV Fuel Tax Airport Sys Ref Rev Bond CT Revenue Bonds TX Higher Education Revenue Bonds TX Veterans Bonds TX Veterans Bonds WA Sewer Revenue Refunding Bonds NY General Obligation Bonds NY General Obligation Bonds NY General Obligation Bonds MO Single Family Mtg Rev Ref Bonds NH Single Family Mtg Rev Ref Bonds CA Various Purpose GO Bonds CA Various Purpose GO Bonds CA Various Purp GO Refunding Bonds NY State Personal Inc Tax Rev Bonds NY State Personal Inc Tax Rev Bonds CA Various Purpose GO Bonds MD Revenue Bonds NY Wtr Swr Sys 2nd Gen Res Rev Bonds MD Revenue Bonds MD Revenue Bonds MA Single Family Housing Rev Bonds MA Single Family Housing Rev Bonds MA Single Family Housing Rev Bonds MA Project Revenue Bonds MA Project Revenue Bonds ME Mortgage Purchase Bonds GA Water & Sewerage Rev Ref Bonds CA General Revenue Bonds CA General Revenue Bonds NY General Obligation Bonds MA General Revenue Refunding Bonds WI Revenue Bonds NY Multi -Family Housing Rev Bonds NY Multi -Family Housing Rev Bonds FL Ref Certificates of Participation eries Series 2013 A Series 2013 C 2013 Series C Series 2013-115 B Series 2013-115 A 2013 Series B 2013 Series C 2013 Series A Series 2013 A & B Series 2013 A Series 2013 B 2013 Ser F-1, G & H 2013 Series 3 2013 Series 1 2013 Series 2 Series 2013 B Series 2013 A 2013 Series A Series 2013 B Series 2013 A Series 2013 A 2013 Series A 2008 Ser J Sub J-7 2008 Ser J Sub J-8 2008 Ser J Sub J-4 2013 Series D 2013 Series A Series 2013 A-2 Series 2013 A-1 Series 2013 A 2013 Series DD Series 2013 B Series 2013 A Series 166 Series 163 Series 164 & 165 Senior Series 2013-2 Senior Series 2013-1 2013 Series C Series 2013 2013 Series AG 2013 Series AF 13 Ser F Sub F-1 G&H 2013 Series A Series 2013 A 2012 Series L-2-B 2012 Series L-2-A Series 2013 A Bank of America �F ' Merrill Lynch BANK OF AMERICA MERRILL LYNCH'S CO -MANAGED UNDERWRITING EXPERIENCE, 2012-2014 Sale 00td 02/21/13 02/20/13 02/15/13 02/15/13 02/14/13 02/13/13 02/13/13 02/12/13 02/08/13 02/07/13 02/07/13 02/06/13 02/06/13 02/05/13 01/31/13 01/30/13 01/29/13 01/29/13 01/25/13 01/25/13 01/24/13 01/23/13 01/23/13 01/23/13 01/18/13 01/18/13 01/18/13 01/17/13 01/16/13 01/16/13 01/15/13 01/15/13 01/11/13 01/11/13 01/11/13 01/09/13 12/21/12 12/21/12 12/19/12 12/14/12 12/14/12 12/14/12 12/14/12 12/13/12 12/13/12 12/12/12 12/12/12 12/12/12 12/12/12 12/12/12 12/12/12 12/12/12 r ($M)VI) issuer 35.8 Tarpon Springs City -Florida 456.0 NYC Municipal Water Fin Auth 36.5 Fairfax Co Water Authority 57.4 Fairfax Co Water Authority 101.5 Monroe Co Industrial Dev Corp 10.9 Maryland Dept of Hsg & Comm Dev 110.9 NYS Housing Fin -Mortgage Agcy 45.1 Indiana Finance Authority 168.9 Michigan Finance Authority 36.0 Arizona Board of Regents 65.6 Harris Co Cult Ed Facs Fin Corp 108.0 District of Columbia 259.7 Wisconsin 196.6 Phoenix City Civic Imp Corp 143.9 Maine Hlth & Hghr Ed Facs Auth 176.1 Pennsylvania Turnpike Commission 404.8 JobsOhio Beverage System 1105.9 JobsOhio Beverage System 203.3 Jacksonville Electric Authority 25.6 North Carolina Medical Care Commiss 290.4 California Health Facs Fin Auth 92.9 Harris Co (Houston) ISD 209.6 Harris Co (Houston) ISD 540.6 North Carolina St Ed Assist Auth 59.3 Jacksonville Electric Authority 45.2 Missouri Housing Dev Commission 54.0 Missouri Housing Dev Commission 500.0 Metropolitan Transport Auth (MTA) 112.7 Arizona Transportation Board 602.8 Arizona Transportation Board 11.9 Alaska 150.5 Alaska 117.6 Triborough Bridge & Tunnel Auth 257.2 Triborough Bridge & Tunnel Auth 536.3 Triborough Bridge & Tunnel Auth 33.5 St Johns Co School Board 203.2 California Poll Control Fin Auth 530.3 California Poll Control Fin Auth 43.9 Arizona Board of Regents 3.8 NYC Housing Dev Corp 8.6 NYC Housing Dev Corp 53.2 NYC Housing Dev Corp 115.4 NYC Housing Dev Corp 8.5 Onslow Co -North Carolina 30.0 Onslow Co -North Carolina 627.4 Connecticut 3.7 Connecticut Housing Finance Auth 6.0 Connecticut Housing Finance Auth 54.4 Connecticut Housing Finance Auth 22.7 Hampton Roads Sanitation Dt 130.5 Hampton Roads Sanitation Dt 25.0 New Mexico Mortgage Fin Auth State FL NY VA VA NY MD NY IN MI AZ TX DC WI AZ ME PA OH OH FL NC CA TX TX NC FL MO MO NY AZ AZ AK AK NY NY NY FL CA CA AZ NY NY NY NY NC NC CT CT CT CT VA VA NM tsstt� Descriptlbn Utility System Revenue Bonds Wtr Swr Sys 2nd Gen Res Rev Bonds Water Refunding Revenue Bonds Water Refunding Revenue Bonds Revenue Bonds Housing Revenue Bonds Mortgage Revenue Bonds State Revolve Fund Prog Ref Bond Clean Drink Wtr Revolv Ref Bonds Ref Certificates of Participation Revenue Refunding Bonds Student Dormitory Revenue Bonds Transportation Revenue Bonds Senior Lien Airport Rev Ref Bonds Revenue Bonds Turnpike Revenue Bonds Stwide Sr Ln Liquor Profit Bonds Stwide Sr Ln Liquor Profits Bonds Electric Sys & Sub Revenue Bonds HlthCare Facs Rev & Ref Rev Bonds Revenue Bonds Limited Tax Refunding Bonds Ltd Tax Schoolhouse & Ref Bonds Student Loan Backed Notes Electric System Sub Rev Bonds Single Family Mtg Rev Ref Bonds Single Family Mtg Rev Ref Bonds Transportation Revenue Bonds Subordinated Highway Rev Bonds Subordinated Highway Rev Bonds General Obligation Bonds General Obligation Bonds Subordinate Revenue Ref CABs General Revenue Refunding Bonds Subordinate Revenue Ref Bonds Certificates of Participation Water Furnishing Revenue Bonds Water Furnishing Revenue Bonds System Revenue Refunding Bonds Multi -Family Housing Rev Bonds Multi -Family Housing Rev Bonds Multi -Family Housing Rev Bonds Multi -Family Housing Rev Bonds Limited Obligation Bonds Limited Obligation Bonds Special Tax Oblig & Ref Bonds Housing Mtg Finance Prog Bonds Housing Mtg Finance Prog Bonds Housing Mtg Finance Prog Bonds Sub Wastewater Rev Ref Bonds Wastewater Revenue Bonds Single Fam Mtg Prog Class I Bonds Series Series 2013 Al & A2 2013 Series CC Series 2013 A Series 2013 B Series 2013 A & B Series 2013 A Forty -Eight Series Series 2013 A Series 2013 Series 2013 Series 2013 A Series 2013 2013 Series 1 Series 2013 Series 2013 Series A of 2013 Series 2013 A Series 2013 B Ser Three 2013 A & B Series 2013 A Series 2013 A Series 2013 C Series 2013 A 2013-1 Series 2013 Series A 2013 Series A 2013 Series B Series 2013 A Series 2013 B Series 2013 A Series 2013 A Series 2013 B Series 2013 A Series 2013 B Series 2013 A Series 2013 Series 2012 Series 2012 Series 2012 C 2012 Series L-1 2012 Series L-1 2012 Series K-1 A&B 2012 Series K-1- A&B Series 2012 B Series 2012 A 2012 Series A & B 2012 Series G-3 2012 Series G-2 2012 Ser G Sub 1 & 4 Series 2012 Series 2012 A 2013 Series A Bank of America Merrill Lynch BANK OF AMERICA MERRILL LYNCH'S CO -MANAGED UNDERWRITING EXPERIENCE, 2012-2014 Sale Date Par WW1 12/12/12 1000.1 12/12/12 299.8 12/11/12 6.5 12/06/12 12/06/12 12/05/12 12/04/12 12/04/12 12/04/12 12/04/12 11/30/12 11/29/12 11/29/12 11/29/12 11/29/12 11/28/12 11/28/12 11/27/12 11/21/12 11/21/12 11/19/12 11/16/12 11/16/12 11/15/12 11/15/12 11/15/12 11/14/12 11/14/12 11/09/12 11/09/12 11/08/12 11/08/12 11/07/12 11/07/12 11/06/12 11/06/12 11/06/12 11/06/12 11/02/12 11/02/12 11/01/12 10/24/12 10/23/12 10/23/12 10/18/12 10/18/12 10/17/12 10/17/12 10/17/12 10/17/12 10/17/12 10/12/12 21.8 220.4 440.5 188.8 326.3 920.7 126.4 39.8 101.6 25.3 94.6 70.1 15.1 54.6 109.6 42.3 103.0 28.2 106.4 123,3 46.5 5.8 26.7 54.7 601.6 110,2 350.0 775.8 72.2 265.0 295.5 10.0 46.0 107.9 126.2 64.8 160.0 358.6 205.2 20.7 58.7 100.0 100.0 40.0 959.5 42.7 33.5 98.6 916.4 er New York City -New York Philadelphia Auth for Indus Dev Oregon Hsg & Comm Svcs Dept Maryland Dept of Hsg & Comm Dev New Mexico Finance Auth (NMFA) NYC Municipal Water Fin Auth Contra Costa Transportation Auth New Jersey Trans Trust Fund Au New Jersey Trans Trust Fund Au Oregon Health Science University Rhode Island Hsg & Mtg Fin Corp Massachusetts Housing Fin Agcy Miami -Dade Co Educational Facs Auth Miami -Dade Co Educational Facs Auth Pennsylvania Turnpike Commission Long Beach Bond Finance Auth Long Beach Bond Finance Auth Indiana Finance Authority Connecticut Housing Finance Auth Connecticut Housing Finance Auth Davie Town -Florida Pennsylvania Housing Fin Agency Pennsylvania Housing Fin Agency Massachusetts Housing Fin Agcy Univ of Oklahoma Bd of Regents Univ of Oklahoma Bd of Regents Minnesota Minnesota Metropolitan Transport Auth (MTA) Metropolitan Transport Auth (MTA) District of Columbia Michigan State. Housing Dev Auth Pennsylvania St Pub Sch Bldg Auth Utah Transit Authority Connecticut Connecticut Connecticut Triborough Bridge & Tunnel Auth Connecticut Connecticut East Bay MUD Montgomery Co (Conroe) ISD El Paso City -Texas El Paso City -Texas Louisiana Public Facs Auth (LPFA) NYS Housing Fin -Mortgage Agcy Denton Co ISD Metropolitan Transport Auth (MTA) Missouri Housing Dev Commission NYS Environmental Facs Corp NYS Environmental Facs Corp Massachusetts School Bldg Auth State iMSue"wesc iptian NY General Obligation Bonds PA City Svc Agreement Ref Rev Bonds OR Housing Revenue Bonds MD Local Gov Infrastructure Bonds NM St Transportation Rev Ref Bonds NY Wtr&Swr Sys 2nd Gen Res Rev Bonds CA Limited Tax Bonds NJ Transportation System Bonds Nl Transportation Program Bonds OR Revenue Bonds RI Home Funding Bonds MA Single Family Housing Rev Bonds FL Revenue Bonds FL Revenue Bonds PA Turnpike Revenue Bonds CA Lease Revenue Refunding Bonds CA Lease Revenue Refunding Bonds IN State Revolving Fund Prog Bonds CT Housing Mtg Finance Program Bonds CT Housing Mtg Finance Program Bonds FL Water & Sewer Revenue Bonds PA Single Family Mortgage Rev Bonds PA Single Family Mortgage Rev Bonds MA Housing Bonds OK General Revenue Refunding Bonds OK General Revenue Refunding Bonds MN State Gen Fun Appropriation Ref MN State Gen Fund Appropriation Ref NY Transportation Revenue Bonds NY Transportation Revenue Bonds DC Income Tax Secured Rev & Ref Bond MI Rental Housing Revenue Bonds PA School Lease Revenue Bonds UT Sub Sales Tax Rev & Ref Bonds CT General Obligation Bonds CT General Obligation Bonds CT General Obligation Bonds NY General Revenue Bonds CT General Obligation Bonds CT General Obligation Bonds CA Water Sys Rev Refunding Bonds TX Unitd Tax School Bldg & Ref Bonds TX GO Refunding Bonds TX Comb Tax & Rev Cert of Obligation LA Hospital Revenue Bonds NY Homeowner Mortgage Rev Bonds TX Unlimited Tax Refunding Bonds NY Dedicated Tax Fund Ref Bonds MO Multi -Family Hsg Ref Rev Bonds NY State Revolving Fund Rev Bonds NY State Revolving Funds Rev Bonds MA Sr Dedicated Sales Tax Ref Bonds SOil a'- 2013 Series D & E Series 2012 2012 Series B 2012 Series B-1 &B-2 Series 2012 2013 Series BB Series 2012 B 2012 Series A 2012 Series AA Series 2012 E Series 5 Series 162 Series 2012 B Series 2012 A Series B of 2012 Series 2012 8 Series 2012 A Series 2012 C 2012 Ser F Sub F-2 2012 Ser F Sub F-1 Series 2012 Series 2012-114 B &C Series 2012-114 A 2012 Series E & F Series 2012 C Series 2012 D Series 2012 A Series 2012 8 Subseries 2008 B-2 Series 2012 H Series 2012 C & D 2012 Series D & E Series 2012 Series 2012 2012 Series G-5 2012 Series G-3 2012 Series G-4 Series 2009 A-1 2012 Series B-1 2012 Series B-2 Series 2012 B Series 2012 A Series 2012 Series 2012 Series 2012 B Series 176 & 177 Series 2012-D Series 2012 A 2012 Series 1 Series 2012 F Series 2012 E 2012 Series B Bank ofAmerica ',I Merrill Lynch BANI( OF AMERICA MERRILL LYNCH'S CO -MANAGED UNDERWRITING EXPERIENCE, 2012-2014 Sale Date par`($fi%iM) 10/11/12 44.4 10/11/12 76.7 10/11/12 104.1 10/11/12 90.8 10/11/12 16.3 10/11/12 23.7 10/10/12 49.8 10/10/12 52.8 10/10/12 82.0 10/10/12 81.4 10/05/12 34.9 10/05/12 54.0 10/05/12 80.3 10/04/12 141.6 10/04/12 176.1 10/04/12 1125.0 10/03/12 214.5 10/03/12 98.0 10/03/12 252.8 10/03/12 1430.4 09/28/12 42.9 09/25/12 42.4 09/25/12 64.1 09/25/12 26.8 09/24/12 1776.2 09/21/12 46.1 09/21/12 48.6 09/21/12 59.5 09/21/12 60.7 09/21/12 62.3 09/21/12 65.7 09/21/12 219,4 09/21/12 499.4 09/20/12 105.7 09/20/12 515.6 09/20/12 43.7 09/20/12 337.8 09/20/12 1268.4 09/19/12 99.4 09/18/12 24.4 09/18/12 136.9 09/18/12 238.1 09/13/12 65.7 09/12/12 4.8 09/12/12 45.2 09/11/12 92.3 09/11/12 234.7 09/06/12 5.9 09/06/12 32.1 08/24/12 804.4 08/24/12 25.1 08/24/12 177.6 Issuer Cleveland City -Ohio Cleveland City -Ohio Los Angeles Dept of Wtr & Power Nassau Co Lcl Eco Assist & Fin Corp Rhode Island Hsg & Mtg Fin Corp Rhode Island Hsg & Mtg Fin Corp Bldg Equity Sooner For Tomorrow (BEST) Galveston Co (Clear Creek) ISD Galveston Co (Clear Creek) ISD Rhode Island & Providence Plan Idaho Housing & Fin Assoc NYC Housing Dev Corp NYC Housing Dev Corp Nassau Co Interim Finance Auth Nassau Co Interim Finance Auth New York City -New York Dallas City -Texas Harris Co -Texas Harris Co -Texas Pennsylvania Econ Dev Fin Auth District of Columbia Fairfax Co Economic Dev Auth Regional Airports Imp Corp Vermont California Connecticut Connecticut Connecticut Connecticut Connecticut Connecticut Connecticut Omaha Public Power Dt (OPPD) Broward Co -Florida Broward Co -Florida Dare Co -North Carolina Fort Lauderdale City -Florida Metropolitan Transport Auth (MTA) Alaska Housing Finance Corp New Jersey Economic Dev Auth New Jersey Economic Dev Auth New Jersey Economic Dev Auth South Carolina St Hsg Fin Dev Au Virginia Port Authority Virginia Port Authority Anchorage City -Alaska NYS Dorm Authority Massachusetts Housing Fin Agcy Massachusetts Housing Fin Agcy New Jersey Turnpike Authority Wayne Co Airport Auth Wayne Co Airport Auth OH OH CA NY RI RI SC TX TX RI ID NY NY NY NY NY TX TX TX PA DC VA CA VT CA CT CT CT CT CT CT CT NE FL FL NC FL NY AK NJ NJ NJ SC VA VA AK NY MA MA NJ MI MI I sue ".Description Water Revenue Bonds Water Revenue Bonds Power System Revenue Bonds Revenue Bonds Homeownership Opportunity Bonds Homeownership Opportunity Bonds Installment Purch Rev Ref Bonds Unlimited Tax Refunding Bonds Unlimited Tax Refunding Bonds Consolidated Cap Dev Loan Bonds Grant & Revenue Antic Bonds Multi -Family Housing Rev Bonds Multi -Family Housing Rev Bonds Sales Tax Secured Bonds Sales Tax Secured Bonds General Obligation Bonds GO Refunding Bonds Toll Road Sr Lien Rev Ref Bonds Toll Road Sr Lien Rev Ref Bonds Unemploy Compensation Rev Bonds Fed Hway Grant Antic Rev Bonds Transportation Dt Imp Rev Bonds Facilities Lease Ref Rev Bonds General Obligation Bonds Various Purpose GO & Ref Bonds General Obligation Bonds General Obligation Bonds General Obligation Bonds General Obligation Bonds GO Refunding Bonds General Obligation Bonds General Obligation Bonds Electric Sys Revenue Bonds Airport System Revenue Bonds Airport System Revenue Bonds Refunding & Ltd Obligation Bonds Special Obligation Bonds Transportation Rev Ref Bonds State Capital Project Bonds II School Facs Con Refunding Bonds School Facs Construction Bonds School Facs Construction Notes Refunding Mortgage Rev Bonds Commonwealth Port Fund Ref Bonds Commonwealth Port Fund Ref Bonds GO & Refunding Bonds Lease Revenue Bonds Single Family Housing Rev Bonds Single Family Housing Rev Bonds Turnpike Revenue Bonds Airport Revenue Bonds Airport Revenue Bonds Series Sr Lien Ser X 2012 2nd Lien Ser A 2012 2012 Series A Series 2012 Series 63-C Series 63-A & B Series 2012 Series 2012 B Series 2012 A 2012 Series B 2012 Series A 2012 Series G & H 2012 Series F Series 2012 A Series 2012 B 2013SerA-1,B&C Series 2012 Series 2012 D Series 2012 C Series 2012 A Series 2012 Series 2012 Issue of 2012 2012 Series E 2012 Series D-3 2012 Series D-2 2012 Series D-1 2012 Series E-2 2012 Series F-2 2012 Series D-4 2012 Series E-1 2012 Series A & B Series 2012 Q-2 Series 2012 Q-1 Series 2012 C & D Series 2012 Series 2012 F 2012 Series A 2012 Series MM 2012 Series KK Series 2012 G & H Series 2012 A- 1 & 2 Series 2012 C Series 2012 B 2012 Series A-D Series 2012 A Series 161 Series 160 Series 2012 B Series 2012 B Series 2012 A BankofAmerica,' Merrill Lynch BANK OF AMERICA MERRILL LYNCH' S CO -MANAGED UNDERWRITING EXPERIENCE, 2012-2014 Sate Dte Par (SM1y1) iSsuer 08/23/12 08/22/12 08/22/12 08/21/12 08/21/12 08/21/12 08/17/12 08/16/12 08/16/12 08/15/12 08/15/12 08/15/12 08/14/12 08/14/12 08/10/12 08/09/12 08/09/12 08/08/12 08/08/12 08/07/12 08/03/12 08/02/12 08/01/12 08/01/12 08/01/12 08/01/12 07/26/12 07/26/12 07/26/12 07/26/12 07/25/12 07/25/12 07/24/12 07/20/12 07/19/12 07/18/12 07/16/12 07/13/12 07/13/12 07/12/12 07/12/12 07/12/12 07/11/12 07/11/12 07/11/12 06/28/12 06/27/12 06/27/12 06/26/12 06/26/12 06/26/12 06/26/12 33.8 Alamance Co -North Carolina 262.2 Los Angeles Co Metro Trans Auth 600.0 North Carolina St Ed Assist Auth 3.5 Jacksonville Electric Authority 81.7 Jacksonville Electric Authority 44.8 Purdue Univ Board of Trustees 54.5 Daytona Beach City -Florida 17.9 North Dakota Public Fin Auth 19.7 North Dakota Public Fin Auth 59.2 Maricopa Co Pollution Ctl Corp 27.8 New Mexico Mortgage Fin Auth 32.1 New Mexico Mortgage Fin Auth 468.9 Chicago City BOE 5.5 Maryland Dept of Hsg & Comm Dev 28.9 Seminole Co School Board 6.4 Chicago City -Illinois 722.5 Chicago City -Illinois 139.3 Indiana Finance Authority 75.4 Massachusetts Housing Fin Agcy 101.3 New Jersey Economic Dev Auth 1236.9 Triborough Bridge & Tunnel Auth 140.6 Jacksonville Electric Authority 16.7 California State Univ Trustees 436.2 California State Univ Trustees 277.0 Kansas Development Fin Auth 26.3 Maryland 36.0 Beaufort Co -North Carolina 47.8 Pennsylvania Housing Fin Agency 100.4 Regents of the Univ of California 899.3 Regents of the Univ of California 57.1 Mississippi 167.8 New Orleans City -Louisiana 43.9 Mississippi 537.2 Miami -Dade Co -Florida 356.5 Monroeville Finance Authority 178.4 Jacksonville Electric Authority 121.5 Jacksonville Electric Authority 81.9 Gainesville City -Florida 650,0 Metropolitan Transport Auth (MTA) 336.8 Austin City -Texas 850,0 NYC Transitional Finance Auth 150.0 NYS Housing Fin -Mortgage Agcy 9.3 Maryland Dept of Hsg & Comm Dev 20.1 Montana Board of Housing 36.2 Montana Board of Housing 75.8 Kaweah Delta Health Care Dt 502.0 Long Island Power Authority 1122.6 NYS Thruway Authority 49.3 Michigan 316.8 NYS Environmental Facs Corp 70.7 Texas A&M University System 125.8 Texas A&M University System State issue Desariptiee Series NC GO Refunding Bonds Series 2012 CA Senior Sales Tax Rev Ref Bonds NC Student Loan Backed Notes FL Power Park Sys Ref Rev Bonds FL Power Park Sys Ref Rev Bonds IN Student Facilities Sys Rev Bonds FL Utility Sys Ref & Imp Rev Bonds ND State Revolv Fund Program Bonds ND State Revolv Fund Program Bonds AZ Pollution Control Ref Rev Bonds NM Single Family Mortgage Prog Bonds NM Single Family Mortgage Prog Bonds IL Unlimited Tax GO Bonds MD Housing Revenue Bonds FL Certificates of Participation IL Gen Airport Sr Lien Rev Ref Bonds IL Gen Airport Sr Lien Rev Ref Bonds IN State Revolving Fund Prog Bonds MA Housing Bonds Ni Special Facility Rev Ref Bonds NY General Revenue Refunding Bonds FL Electric System Revenue Bonds CA Systemwide Revenue Bonds CA Systemwide Revenue Bonds KS Hospital Revenue Refunding Bonds MD GO State & Loc Facs Loan Bonds NC Limited Obligation Bonds PA Rental Housing Refunding Bonds CA Limited Project Revenue Bonds CA Limited Project Revenue Bonds MS GO Refunding Bonds LA GO Refunding Bonds MS GO Refunding Bonds FL Transit Sys Sales Surtax Rev Bond PA Revenue Bonds FL Water & Sewer Sys Sub & Rev Bonds FL Revenue Bonds FL Utilities System Revenue Bonds NY Transportation Revenue Bonds TX Wtr & Wstwtr Sys Rev Ref Bonds NY Building Aid Revenue Bonds NY Homeowner Mortgage Rev Bonds MD Housing Revenue Bonds MT Single Family Homeownership Bonds MT Single Family Homeownership Bonds CA Revenue & Refunding Bonds NY Electric Sys Gen Revenue Bonds NY General Revenue Bonds MI State Trunk Line Fund Ref Bonds NY St Clean & Drink Wtr Rev Bonds TX Permanent University Fund Bonds TX Permanent University Fund Bonds Series 2013 A 2012-1 Series Issue Two Ser 25 Issue Two Ser 25 Series 2012 A Series 2012 Series 2012 B Series 2012 A 2012 Series A 2012 Series B-1 2012 Series B- 2 & 3 Series 2012 A Series 2012 B Series 2012 B Series 2012 C Series 2012 A & B Series 2012 B 2012 Series A & B Series 2012 Series 2012 B Series Three 2012 B Series 2012 B Series 2012 A Series 2012 A 2012 Second Series A Series 2012 Series 2012 2012 Series H 2012 Series G Series 2012 A Series 2012 Series 2012 B Series 2012 Series 2012 2012 Series B Issue Three Ser Six 2012 Series A Series 2012 E Series 2012 2013 Series S-1 Series 172 Series 2012 A 2012 Series A-1 2012 Series A-2 Series 2012 Series 2012 A & B Series I Series 2012 Series 2012 D Series 2012 A Series 2012 B Bank of America Merrill Lynch BANK OF AMERICA MERRILL LYNCH'S CO -MANAGED UNDERWRITING EXPERIENCE, 2012-2014 Sale Date par I;$MM) issuer 06/22/12 248.8 06/21/12 118.5 06/21/12 32,9 06/20/12 39.7 06/20/12 766,1 06/20/12 661.7 06/19/12 25.6 06/15/12 40.7 06/14/12 7.1 06/14/12 1814.9 06/14/12 300.0 06/14/12 140.7 06/13/12 20.5 06/13/12 525.5 06/13/12 4.5 06/13/12 9.7 06/13/12 10.1 06/13/12 22.3 06/13/12 24.6 06/13/12 72.2 06/13/12 105.6 06/13/12 274.2 06/13/12 410.7 06/13/12 300.0 06/12/12 37.4 06/08/12 2.6 06/08/12 579.7 06/08/12 45.0 06/07/12 250.0 06/07/12 55.0 06/07/12 800.0 06/07/12 46.1 06/06/12 187.8 06/06/12 25.7 06/06/12 59.2 06/06/12 20.8 06/06/12 291.0 06/06/12 70.9 06/06/12 130.0 06/05/12 64.4 06/05/12 98.1 06/01/12 168.3 05/31/12 254.5 05/31/12 24.8 05/31/12 137.9 05/31/12 25.9 05/24/12 29.4 05/24/12 58.8 05/24/12 90.6 05/24/12 298.1 05/23/12 10.2 05/23/12 147.7 NYC Housing Dev Corp California Statewide CDA (CSCDA) Potter Co (Amarillo) ISD Bernalillo Co (Albuquerque) MSD #12 Massachusetts School Bldg Auth NYC Municipal Water Fin Auth Rhode Island Infrastructure Bank Maine Hlth & Hghr Ed Facs Auth Dutchess Co (Beacon) SD NYS Dorm Authority North Carolina Medical Care Commiss Richmond City -Virginia American Municipal Power Inc American Municipal Power Inc Connecticut Connecticut Connecticut Connecticut Connecticut Connecticut Connecticut Connecticut Puerto Rico Public Finance Corp Regional Transportation Auth Brazoria Co (Alvin) ISD Puerto Rico Pub Bldgs Authority Puerto Rico Pub Bldgs Authority Watauga Public Facilities Corp Connecticut Hlth & Ed Facs Auth Dallas (Carrollton -Farmers Branch) ISD NYC Transitional Finance Auth Virginia Resources Auth (VRA) Kentucky Housing Corporation Manchester City -New Hampshire Manchester City -New Hampshire Metro Washington Airports Auth Metro Washington Airports Auth Oregon Dept of Transportation Oregon Dept of Transportation Clark Co -Nevada Washington Health Care Facs Au Massachusetts Education Fin Auth Massachusetts Wtr Poll Abate Trust Miramar Ranch North -California NYS Dorm Authority North Texas Toliway Auth (NTTA) Miami -Dade Co School Board Miami -Dade Co School Board Miami -Dade Co School Board Virginia Resources Auth (VRA) Arizona Board of Regents Arizona Board of Regents State isle pesCPiptfatl NY Multi -Family Housing Rev Bonds CA Revenue Bonds TX Unlimited Tax Refunding Bonds NM GO Refunding Bonds MA Sr Dedicated Sales Tax Ref Bonds NY Wtr & Swr 2nd Gen Res Rev Bonds RI Water Pollution Contorl Rev Bonds ME Revenue Bonds NY GO School District Bonds NY State Personal Inc Tax Rev Bonds NC Health Care Facs Revenue Bonds VA GO Public Improvement & Ref Bonds OH Revenue Bonds OH Revenue Bonds CT GO Refunding Bonds CT GO Refunding Bonds CT GO Refunding Bonds CT GO Refunding Bonds CT GO Refunding Bonds CT GO Refunding Bonds CT GO Refunding Bonds CT GO Refunding Bonds PR Commonwealth Appropriation Bonds IL GO Working Cash Notes TX Unlimited Tax Refunding Bonds PR Govt Facs Revenue Refunding Bonds PR Govt Facs Revenue Refunding Bonds NC Ltd Obligation Refunding Bonds CT Revenue Bonds TX Unitd Tax School Bldg & Ref Bonds NY Future Tax Secured Sub Bonds VA 'rift -as & St Moral Obllg Rev Bonds KY Housing Revenue Bonds NH Gen Airport Revenue Ref Bonds NH Gen Airport Revenue Ref Bonds DC Airport System Revenue Ref Bonds DC Airport System Revenue Ref Bonds OR Sr Lien Hway User Tax Ref Bonds OR Sr Lien Hway User Tax Ref Bonds NV PFC Refunding Revenue Bonds WA Revenue Bonds MA Education Loan Revenue Bonds MA State Revolving Fund & Ref Bonds CA Special Tax Refunding Bonds NY Revenue Bonds TX First Tier Current Interest Bonds FL Certificates of Participation FL Certificates of Participation FL Certificates of Participation VA Infra & St Moral Oblig Rev Bonds AZ Ref Certificates of Participation AZ Ref Certificates of Participation Serie$ 12 Ser D1 A-B &2 A-C Series 2012 A Series 2012 Series 2012 2012 Series A 2012 Series FF & GG Series 2012 A Series 2012 A Series 2012 Series 2012 A Series 2012 A Series 2012 A & B Series 2012 A Series 2012 B 2012 Series C-8 2012 Series C-1 2012 Series C-3 2012 Series C-2 2012 Series C-5 2012 Series C-7 2012 Series C-6 2012 Series C-4 2012 Series A Series 2012 A Series 2012 Series U Series U Series 2012 A Series J Series 2012 2012 Subser F-1 Series 2012 A-1 2012 Series A Series 2012 B Series 2012 A Series 2012 B Series 2012 A Series 2012 B Series 2012 A 2012 Series B Series 2009 A & B Issue J Series 2012 Series 16B & 2012B Series 2012 Series 2012 A Series 2012 A Series 2012 B-1&2 Series 2012 A Series 2012 A Series 2012 A & B Series 2012 A-2 Series 2012 A-1,B&C Bank of America,' Merrill Lynch BANK OF AMERICA MERRILL LYNCH'S CO -MANAGED UNDERWRITING EXPERIENCE, 2012-2014 zshi Date I ar ($MM) 05/23/12 151.0 05/23/12 276.8 05/23/12 14.4 05/23/12 89.0 05/23/12 141.3 05/23/12 16.6 05/23/12 103.4 05/23/12 176.5 05/23/12 420.6 05/22/12 163.9 05/22/12 122.8 05/22/12 28.3 05/22/12 29.9 05/22/12 500.4 05/17/12 92.8 05/17/12 217.1 05/17/12 29.4 05/17/12 394.7 05/16/12 48.0 05/16/12 52.7 05/16/12 496.1 05/16/12 383.6 05/14/12 36.7 05/14/12 44.3 05/10/12 12.7 05/10/12 15.0 05/10/12 24.6 05/10/12 84.5 05/04/12 168.4 05/03/12 56,0 05/03/12 258.1 05/03/12 174.7 05/03/12 40.0 05/02/12 50.0 05/02/12 14.0 05/02/12 59.8 05/02/12 145.3 04/27/12 36.8 04/27/12 87.1 04/26/12 82.8 04/26/12 3.2 04/26/12 35.2 04/25/12 110.6 04/25/12 5.8 04/25/12 39.5 04/25/12 45.2 04/25/12 58.0 04/25/12 60.0 04/25/12 472.8 04/24/12 150.5 04/20/12 25.1 04/19/12 42.1 Issuer Connecticut Housing Finance Auth Los Angeles Dept of Wtr & Power NYS Environmental Facs Corp NYS Environmental Facs Corp New Jersey Turnpike Authority Phoenix City -Arizona Phoenix City -Arizona Phoenix City -Arizona San Diego Co Reg Trans Comm Chatham Co Hospital Authority Oakland -Alameda Co Coliseum Auth South Dakota Housing Dev Auth South Dakota Housing Dev Auth Washington Broward Co -Florida Broward Co -Florida North Carolina Eastern Municipal Power Agency North Carolina Eastern Municipal Power Agency Georgia Housing Finance Authority Georgia Housing Finance Authority NYS Environmental Facs Corp North Texas Tollway Auth (NTTA) Titus Co -Texas Titus Co -Texas Connecticut Housing Finance Auth Connecticut Housing Finance Auth Connecticut Housing Finance Auth Massachusetts Dev Finance Agcy Connecticut Housing Finance Auth District of Columbia District of Columbia Metropolitan Transport Auth (MTA) New Mexico Mortgage Fin Auth California Educational Facs Auth Maryland Dept of Hsg & Comm Dev Maryland Hlth & Hghr Ed Facs Au Oregon Health Science University Maine State Housing Authority Maine State Housing Authority Galveston Co (Clear Creek) ISD Greensboro City -North Carolina Greensboro City -North Carolina Charleston City -South Carolina Connecticut Connecticut Connecticut Connecticut Connecticut Ohio North Carolina Medical Care Commiss St Johns Co -Florida California St Public Works Board "tat CT CA NY NY NJ AZ AZ AZ CA GA CA SD SD WA FL FL NC NC GA GA NY TX TX TX CT CT CT MA CT DC DC NY NM CA MD MD OR ME ME TX NC NC SC CT CT CT CT CT OH NC FL CA f Description Housing Mtg Finance Prog Bonds Water System Revenue Bonds State Revolving Funds Rev Bonds State Revolving Funds Rev Bonds Turnpike Revenue Bonds Various Purpose GO Bonds Various Purpose GO Bonds GO Refunding Bonds Sales Tax Revenue Bonds 7Mi11 Tax Pldg Ref Imp Rev Bonds Lease Revenue Refunding Bonds Homeownership Mortgage Bonds Homeownership Mortgage Bonds Fed Hwy Grant Antic Rev Bonds Airport System Revenue Ref Bonds Airport System Revenue Ref Bonds Power System Revenue Bonds Power System Rev & Ref Bonds Single Family Mortgage Bonds Single Family Mortgage Bonds St Clean & Drink Wtr Rev Bonds System 1st Tier Revenue Ref Bonds Pass Through Toll Rev & Tax Bonds Pass Through Toll Rev & Tax Bonds Housing Mortgage Fin Prog Bonds Housing Mortgage Fin Prog Bonds Housing Mortgage Fin Prog Bonds Revenue Bonds Housing Mtg Finance Prog Bonds Income Tax Secured Rev Ref Bonds Income Tax Secured Rev Ref Bonds Transportation Revenue Ref Bonds Single Family Mortgage Prog Bonds Revenue Bonds Local Gov Infrastructure Bonds Revenue Bonds Revenue Bonds Mortgage Purchase Bonds Mortgage Purchase Bonds Unlimited Tax Refunding Bonds Comb Enterprise Sys Rev Ref Bonds Comb Enterprise Sys Rev Ref Bonds Wtrwrks & Swr Sys Ref Rev Bonds General Obligation Bonds General Obligation Bonds General Obligation Bonds General Obligation Bonds General Obligation Bonds Hospital Revenue Bonds Health Care Facs Rev Ref Bonds Transportation Imp Rev Ref Bonds Lease Revenue Bonds 2012SerDSub1&2 2012 Series A Series 2012 C Series 2012 B Series 2012 A Series 2012 B Series 2012 A Series 2012 C 2012 Series A Series 2012 A 2012 Series A 2012 Series A 2012 Series B & C Series 2012 F Series 2012 P-2 Series 2012 P-1 Series 2012 C Series 2012 A, B & D 2012 Ser A Sub A-1&2 2012 Ser A Sub A-3 Series 2012 A Series 2012 B Series 2012 A Series 2012 B 2012 Ser B Subser B2 2012 Ser B Subser B3 2012 Ser B Subser B1 Series G (2012) 2012 Series A Series 2012 B Series 2012 A Subseries 2002D-1 2012 Series A Series 2012 2012 Series A-1&2 Series 2012 Series 2012 A 2012 Series A-2 & 3 2012 Series A-1 Series 2012 B Series 2012 B Series 2012 A Series 2012 2012 Series A-6 2012 Series A-4 2012 Series A-2 2012 Series A-5 2012 Series A-1 Series 2012 A Series 2012 A Series 2012 2012 Series B Bank ofAmerica '4 Merrill Lynch BANK OF AMERICA MERRILL LYNCH'S CO -MANAGED UNDERWRITING EXPERIENCE, 2012-2014 Selo Date Per ($Nits) Issuer 04/19/12 267.6 California St Public Works Board 04/19/12 04/18/12 10.5 04/18/12 20.1 04/18/12 281.1 04/18/12 727.4 04/18/12 106.4 04/18/12 131.4 04/18/12 7.5 04/18/12 12.2 04/18/12 105.2 04/13/12 97.6 04/12/12 1.1 04/12/12 4.9 04/12/12 14.5 04/12/12 35.0 04/12/12 77.0 04/12/12 210.1 04/12/12 650.0 04/12/12 236.2 04/11/12 800.0 04/10/12 2.8 04/10/12 18.9 04/10/12 53.5 04/05/12 74.8 04/05/12 262.8 04/05/12 312.2 04/03/12 6.2 04/03/12 207.1 03/30/12 10.1 03/28/12 78.7 03/23/12 40.2 03/23/12 102,6 03/23/12 300.0 03/22/12 933.0 03/22/12 236.8 03/22/12 450.3 03/22/12 176.9 03/21/12 47.3 03/21/12 52.7 03/21/12 71.6 03/21/12 85.7 03/21/12 116.1 03/21/12 343.7 03/20/12 149.6 03/14/12 340.6 03/14/12 91.9 03/14/12 74.9 03/08/12 38.4 03/08/12 45.3 03/07/12 522.5 03/07/12 415.3 196.9 Sacramento MUD (SMUD) Carrollton City -Texas Carrollton City -Texas Garden State Preservation Trust Metropolitan Transport Auth (MTA) Michigan Finance Authority Michigan Finance Authority No Wasco Co Peoples Utility Dt No Wasco Co Peoples Utility Dt University of Missouri Curators Maryland Hlth & Hghr Ed Facs Au Connecticut Connecticut Connecticut Connecticut Connecticut Connecticut Puerto Rico Electric Power Authority Salt River Proj Agric Imp & Pwr Dt NYC Transitional Finance Auth Oregon Dept of Admin Services Oregon Dept of Admin Services Oregon Dept of Admin Services Florida Higher Ed Facs Fin Auth SC Pub Svc Au (Santee Cooper) SC Pub Svc Au (Santee Cooper) Arizona Board of Regents Arizona Board of Regents Monroe Co Development Authority Orange Co School Board Ohio Public Fac Commission Ohio Public Fac Commission Ohio Public Fac Commission California St Public Works Board Massachusetts Water Resources Au New York Liberty Dev Corp Norfolk City -Virginia District of Columbia Wtr & Swr Au District of Columbia Wtr & Swr Au Energy Northwest Energy Northwest Metropolitan Transport Auth (MTA) Wisconsin Texas Water Development Board District of Columbia Wtr & Swr Au San Bernardino Co Trans Auth Utah Associated Muni Pwr Sys Massachusetts Housing Fin Agcy Massachusetts Housing Fin Agcy NYC Municipal Water Fin Auth Puerto Rico State issue'Descriptian CA Lease Revenue Refunding Bonds CA Electric Revenue Refunding Bonds TX Wtr and Swr Sys Rev Ref Bonds TX GO Refunding Bonds NJ Open Space Farmland Preserve Bond NY Transportation Revenue Bonds MI Wtr Revolve Rev & Drink Ref Bonds MI Clean Wtr Revolve Fund Rev Bonds OR Revenue Refunding Bonds OR Revenue Refunding Bonds MO System Facilities Revenue Bonds MD Revenue Bonds CT General Obligation Bonds CT General Obligation Bonds CT General Obligation Bonds CT General Obligation Bonds CT General Obligation Bonds CT General Obligation Bonds PR Power Revenue & Refunding Bonds AZ Electric System Ref Rev Bonds NY Future Tax Secured & Sub Bonds OR State Lottery Revenue Bonds OR State Lottery Revenue Bonds OR State Lottery Revenue & Ref Bonds FL Revenue & Rev Refunding Bonds SC Revenue Obligations SC Revenue Obligations AZ System Revenue & Ref Bonds AZ System Revenue & Refunding Bonds GA Pollution Control Revenue Bonds FL Certificates of Participation OH Infrastructure Imp GO Ref Bonds OH Higher Education GO Ref Bonds OH Higher Education GO Bonds CA Lease Revenue Bonds MA General Revenue & Ref Bonds NY Liberty Revenue Refunding Bonds VA Water Revenue Refunding Bonds DC Public Utility Sub Lien Rev Bonds DC Public Utility Sub Lien Rev Bonds WA Electric Revenue Refunding Bonds WA Electric Revenue Refunding Bonds NY Dedicated Tax Funds WI Transportation Revenue Bonds TX GO Wtr Financial Assistance Bonds DC Public Utility Rev & Ref Bonds CA Ltd Tax Sales Tax Revenue Bonds UT Refunding Revenue Bonds MA Single Family Housing Rev Bonds MA Single Family Housing Rev Bonds NY Wtr&Swr Sys 2nd Gen Res Rev Bonds PR GO Public Improvement Ref Bonds series 2012 Series C 2012 Series Y Series 2012 Series 2012 Series 2012 A Series 2012 C Series 2012 Series 2012 Series 2012 A Series 2012 B Series 2012 A Series 2012 B 2012 Series A-3 2012 Series A-1 2012 Series B-2 2012 Series B-3 2012 Series A-2 2012 Series B-1 Series 2012 A & B 2012 Series A 2012 Ser E Sub E-1 2012 Series C 2012 Series A 2012 Series B Series 2012 Series 2012 E Series 2012 D Series 2012 B Series 2012 A Series 2012 A Series 2012 B Series 2012 B Series 2012 B Series 2012 A 2012 Series A 2012 Series A & B Series 2012 Series 2012 Series 2012 B-2 Series 2012 B-1 Series 2012 B Series 2012 C Subseries 2002 B-2 2012 Series 1 Series 2012 C Series 2012 A & C 2012 Series A Series 2012 Series 157 Series 158 & 159 2012 Series EE Series 2012 B Bankof America's Merrill Lynch BANK OF AMERICA MERRILL LYNCH'S CO -MANAGED UNDERWRITING EXPERIENCE, 2012-2014 $a e'Bate Par ( MM) 03/07/12 2318.2 03/06/12 94.1 03/02/12 12.0 03/02/12 19.9 03/02/12 93.1 03/01/12 1904.6 03/01/12 251.0 02/29/12 218.2 02/24/12 124.6 02/24/12 2.0 02/24/12 1030.6 02/23/12 27.1 02/22/12 80.3 02/22/12 189.3 02/22/12 342.6 02/16/12 433.8 02/15/12 838.1 02/15/12 76.5 02/15/12 33.4 02/10/12 36.9 02/10/12 99.7 02/01/12 89.5 02/01/12 1000.0 01/31/12 7.3 01/31/12 36.0 01/31/12 30.0 01/26/12 47,7 01/26/12 354.9 01/26/12 131.4 01/24/12 400,0 01/23/12 462.9 01/20/12 102.4 01/20/12 250.9 01/19/12 27.7 01/18/12 19.4 01/11/12 38.9 01/10/12 150.6 01/05/12 56.4 Issuer Puerto Rico Vermont NYS Housing Fin -Mortgage Agcy NYS Housing Fin -Mortgage Agcy NYS Housing Fin -Mortgage Agcy California California Health Facs Fin Auth Kentucky Turnpike Authority Hillsborough Co School Board NYC Housing Dev Corp New York City -New York Seminole Co School Board Port of Seattle -Washington Port of Seattle -Washington Port of Seattle -Washington Dallas & Fort Worth Cities -Texas NYS Dorm Authority Ohio University Riverside Co Asset Leasing Corp Univ of North Carolina -Charlotte Univ of North Carolina -Charlotte NYS Dorm Authority Puerto Rico Government Dev Bank Butler Co Industrial Dev Auth Ohio Air Quality Dev Authority Rockport City -Indiana Connecticut Hlth & Ed Facs Auth Jacksonville Electric Authority NYS Dorm Authority NYC Municipal Water Fin Auth Massachusetts Georgia Muni Electric Au (MEAG) SC Pub Svc Au (Santee Cooper) Maine Hlth & Hghr Ed Facs Auth Clearwater City -Florida Rhode Island Hlth & Ed Bldg Corp Nashua City -New Hampshire Orange Co School Board State issue Description PR GO Public Improvement Ref Bonds VT NY NY NY CA CA KY FL NY NY FL WA WA WA TX NY OH CA NC NC NY PR PA OH IN CT FL NY NY MA GA SC ME FL RI NH FL GO & Ref Vermont Citizen Bonds Homeowner Mortgage Revenue Bonds Homeowner Mortgage Revenue Bonds Homeowner Mortgage Rev Bonds Various Purpose GO Ref Bonds Revenue Bonds Economic Dev Road Rev Bonds Ref Certificates of Participation Residential Revenue Bonds General Obligation Bonds Certificates of Participation Intermediate Lien Rev Ref Bonds Intermediate Lien Rev Ref Bonds Intermediate Lien Rev Ref Bonds Joint Revenue Refunding Bonds Third Gen Resolution Rev Bonds General Receipts Bonds Lease Revenue Bonds General Revenue Bonds General Revenue Bonds Revenue Bonds Senior Notes Revenue Refunding Bonds Revenue Refunding Bonds Revenue Refunding Bonds Revenue Bonds Water & Sewer Sys Rev & Sub Bonds Revenue Bonds Wtr & Swr 2nd Gen Res Rev Bonds GO & Refunding Bonds Revenue Bonds Revenue Obligation Ref Bonds Revenue Bonds Stormwater System Rev Ref Bonds Higher Ed Facility Rev Bonds General Obligation Bonds Certificates of Participation Series Series 2012 A 2012 Series A & D Series 171 Series 170 Series 168 & 169 Series 2012 A & B 2012 Series A Series 2012 A 2012 Series B 2012 Series E & F Series 2012 A Series 2012C Series 2012B Series 2012A Series 2012 B Series 2012 A Series 2012 Series. 2012 Series 2012 B Series 2012 A Series 2012 2012 Series A Series 2012 - A Series 2012-A Series 2012 - A Series H 2012 Series A 2012 Series 1 Series CC & DD 2012 Series A Series 2012 A 2012 Series A-C Series 2012 Series 2012 Series 2012 Series 2012 A Bank of America Merrill Lynch CITY OF MIAMI, FLORIDA COVER PAGE Proposer's Name: Raymond James & Associates, Inc. Contact Person for the RFQ: Jon Eichelberger Firm's Liaison for the Contract: Jon Eichelberger Primary Office Location Where Services Shall Be Performed: 807 W. Morse Boulevard, Suite 200 Winter Park, FL 32789 Business Phone/Fax Number/Email: P 407.644.3173 F 866.644.9710 E-Mail jon.eichelberger@ravmondiames.com Title of RFQ: City of Miami Request for Qualifications for Municipal. Bond Underwriting Services RFQ Number: 521381,1 Federal Employer ID Number or Social Security: 59-1237041 Due Date: December 16, 2015 @ 2:00 P.M. TABLE OF CONTENTS SECTION PAGE 1. Cover Page 1 2. Table of Contents 2 3. Executive Summary 3 4. Firm's Overall Qualifications and Experience 6 5. Firm's Ability to Underwrite Capacity Bonds 9 6. Qualification and Experience of Personnel 15 7. Understanding of City 23 8. Description of the Approach to Providing Services 27 9. Trade Secrets Execution to Public Records Disclosure 28 APPENDIX A. Qualifications Requirements (Section 2.9) B. Raymond James' Trades of the City's Bonds, 2012 — Present C. Raymond James' Negotiated Florida Underwriting Experience, 2012 — Present D. Certification Statement E. Occupational License F. Certificate of Liability Insurance CITY OF MIAMI, FLORID 3. Executive Summary On behalf of Raymond James & Associates, Inc. ("Raymond James" or the "Firm"), we are pleased to submit our response to City of Miami's (the "City") Request for Qualifications for Municipal Bond Underwriting Services ("RFQ"). Raymond James' distinguishing characteristics include our significant experience with similar credits and financing structures, our powerful distribution network and our unmatched presence in, and commitment to, the State of Florida. Our unparalleled understanding and coverage of the region, combined with our vast related experience will enable Raymond James to effectively manage and execute the City's financings. The following points summarize our qualifications and provide a firm foundation and justification for our selection by the City as its underwriter for its negotiated bond transactions: ✓ UNMATCHED FLORIDA PRESENCE AND COMMITMENT TO THE CITY: Raymond James is a multi -billion dollar, diversified financial services firm with operations around the globe. Unlike other public finance investment banking firms working throughout the State, Raymond James is headquartered in Florida and therefore provides an unmatched commitment to local Florida issuers, like the City. Raymond James currently maintains 267 offices in Florida — including our corporate headquarters in St. Petersburg. Our 1,143 retail advisors manage 267,803 client accounts for Floridians with a total value of approximately $55 million. Raymond James has proven its local commitment in that we have 6 local retail offices with 17 financial advisors in the City of Miami, which maintain 2,438 accounts with assets under management of over $420 million. Raymond James has the ability to not only reach local retail investors through its established retail network but also utilize its strong community presence to ensure retail investors are fully educated with regards to the City's financings. ✓ EXTENSIVE FLORIDA AND RELEVANT PUBLIC FINANCE EXPERIENCE: During the 2012 through 2015 timeframe, Raymond James has served as underwriter on 174 negotiated Florida bond issues totaling $16.8 billion. Raymond James has senior managed 45 negotiated issues totaling $3.2 billion in Florida over this same time period, in addition to executing billions in municipal trading volume from our St. Petersburg headquarters annually. Our role as Senior Manager for issuers throughout Florida, including Broward County, City of West Palm Beach, City of Miami Beach, City of Fort Lauderdale, City of Tampa, Tampa Bay Water, City of Sarasota, Sarasota County, Charlotte County, Pasco County, City of Fort Myers, Miami -Dade County, and the Greater Orlando Aviation Authority to name a few, demonstrates our ability to underwrite a wide variety of municipal financings and structures within the Miami -Dade County area and throughout the State. ✓ DEDICATED, EXPERIENCED AND LOCAL PERSONNEL: The team of professionals assigned to the City has extensive public finance experience serving issuers in Florida, including similar local governments. The financing team's skill in developing innovative financing structures, marketing programs, rating and insurer presentations and overall deal management is the product of this experience. Mr. Jon Eichelberger, Managing Director, with 26 years of municipal experience with Florida local governments, is located in our Winter Park office and will act as the primary contact for the City. The team will be assisted by additional qualified technical, analytical and underwriting staff. ✓ COMPREHENSIVE DISTRIBUTION NETWORK: Raymond James provides a national fixed income distribution network with both retail and institutional sales offices throughout the United States that serve 2.5 million customer accounts. With 2,520 office locations and more than 8,000 financial advisors, we have one of the largest retail distribution networks in the country by number of locations and registered representatives, which will commit their efforts to the debt issues of the City. Raymond James will draw upon this wide-ranging retail network to provide local investors access to the City's bonds and help it achieve the lowest possible borrowing cost. Raymond James covers the entire spectrum of retail investors, not only high net worth individuals, to allow for increased retail participation. Our municipal institutional sales and trading force is among the largest in the nation, and these professionals have well established relationships with the major institutional investors and bond funds. In addition, they cover many smaller and 3 CITY OF MIAMI, FLORIDA regional investors often overlooked by other firms. Access to these second tier institutional investors will allow Raymond James to maximize the distribution and pricing efficiency of the City's bonds. Consisting of 185 professionals in 26 locations nationwide, the Raymond James' Public Finance platform enjoys a powerful distribution network and the largest underwriting desk in the Southeast. Contact Information The work for this engagement will be primarily handled from the Winter Park office headed by Jon Eichelberger, who will serve as the firm's lead banker and day -to day contact for the City. Jon Eichelberger, Managing Director Raymond James & Associates 807 W. Morse Boulevard, Suite 200 Winter Park, FL 32789 Office: 407.644.3173 Fax: 866.644.9710 E-mail: jon.eichelberger@raymondiames.com Firm Overview Raymond James Financial, Inc. is a diversified holding company founded in 1962 and headquartered in St. Petersburg, Florida that provides financial services to individuals, corporations and municipalities through its subsidiary companies. Our primary business services include securities brokerage, investment banking, asset management and banking services. Since its modest beginnings, the firm has grown into one of the largest financial services firms in the United States, with record annual net revenues of $4.9 billion and record annual net income of $480 million for fiscal year 2014. A public company since 1983, Raymond James Financial is listed on the New York Stock Exchange under the symbol "RJF" and its shares are currently owned by more than 18,000 individual and institutional investors. Raymond James has delivered 110 consecutive quarters of profitability. RJF currently employs over 14,000 people throughout the United States and internationally. The subsidiaries of Raymond James include Raymond James & Associates, Inc., whose services include retail, institutional equity and fixed income sales, investment banking, trading activities, and operations and administration, as well as two investment firm subsidiaries, Raymond James Financial Services, Inc. and Raymond James Ltd., and asset management subsidiaries, including Eagle Asset Management, Inc. and the Eagle Family of Mutual Funds. This allows the Firm to provide a full range of comprehensive financial services to its clients. Raymond James has over 8,000 financial advisors serving more than 2.5 million accounts in 2,520 retail locations with total retail assets of $390 billion. The firm has grown to its present size and organization by adhering to what has been its primary philosophy for over 50 years, that of keeping the client's financial well-being foremost. Over this time, Raymond James has become a respected, multinational company with distinct business units that serve a variety of clients, from individuals and small business owners to municipalities and major corporations. The information below summarizes our core business lines and highlights how our Fixed Income Capital Market is a major component of Raymond James. Our colleagues within Fixed Income Capital Markets and specifically, our public finance team are fully committed to serving the City of Miami. 4 CITY OF MIAMI, FLORIDA INVESTMENT BANKING • More than 180 professionals organized by industry and transaction specaaltygroups • Middle -market growth orientation rotes • Since 2009, participated in raising $500 billion in capital for our corporate ci'w_nts and completed more than 340 advisory assignments, including well over 300 M&A buy -side or sell -side advisoryassig menu RETAIL BROKERAGE Ito • More than 8,000 financial advisors serving in excess of 2.5 million client accounts in 2,520 locations • More than 450 financial advisors in 100 offices in Canada • 20 offices in 10 countries internationally EQUITY CAPITAL MARKETS • One of Wall Streets leading equity researdi effort with 80 fundamental and technical research analysts covering neady1,000 U.S. and more than 300 international companies • 1,800 active institutional accounts • Global distribution capabTcties - approximately 25% of institutional equity commissions generated in Europe ASSET MANAGEMENT • $390 billion in Assets Under Management for both institutional and individual investors • Eagle Asset Management - Pension and profit sharing, retirement funds, foundations • Sponsored more than 90 Low Income Housirg Tax Credit Funds (LIHTC) since 198T FIXED INCOME CAPITAL MARKETS • More than 200 experienced Institutional salespeople servidng more than 3.400 institutional accounts • Over 150 Fixed Income traders • More than 45 Fixed Income strategists supporting clients • 185 Public Finance professionals in 20 locations nationwide RAYMOND JAMES BANK y • $13.8 billion in Total Assets • Innovative Banking Services - Both leading and depository services oWed across 50 states • Letters and Lines of Creclt • Private Banking As a public company that is listed on the New York Exchange, our firm's CEO is Paul Reilly, who serves on our Board of Directors and is a member of the Executive Committee. Raymond James Financial, Inc. Executive Committee Thomas A. James Executive Chairman Raymond James Flnanclal Bella Loykhter Allan re Executive Vice President of Technology and Operations Raymond Ja mes & Associates Paul Allison Chairman and. Chief Executive Officer Raymond Ja mes Ltd. John Carson Jr. President Raymond la mes Financial Fixed Income Capital Markets Scott Curtis President Raymond Ja mes Financial Services Jeff Dowdle Executive Vice President Asset Management Group Raymond la mes Financial Paul Reilly Chief Executive Officer Raymond James Financial Tash Elwyn President. Raymond James & Associates Private Client Group Jeffrey P. Julien Executive Vice President of Finance Chief Financial Officer Raymond James Financial Steven Raney President and CEO Raymond James Bank Jeffrey E. Trocin President Global Equities and Investment Banking Raymond James & Associates Dennlszank Chief Operating Officer Raymond James Financial Chief Executive Officer Raymond James & Associates Raymond James Flnanclal. Inc. Charles G, von Arentschlldt Retired, Former Chairman and CEO, Global Markets, North America Deutsche Ba nkSecurities.Inc. Shelley G. Broader Director, President and CEO Chico's FAS, Inc, Jeffrey N. Edwards COO, New Vernon Advisers, LLC Areglstered Investment advisor Benjamin C. Esty Professor of Business Administration Harvard Graduate School of Business Administration Francis S. Godbold Vice Chairman Raymond lames Financial Thomas A. James Executive Chairman Raymond James Financial Board of Directors Gordon I., Johnson President HighwaySafety Devices, Inc. Aspeclalty contractor for municipal roadway projects Roderick C. McGeary Retired accounting executive Paul Reilly Chief Executive Officer Raymond James Flnanclal Robert P. Saltzman Retired, Former President and CEO Jackson National Life Insurance Company Wick Simmons Retired securities Industry executive Susan N. Story Senior Vice President and CFO American Water Works Company, Inc. Apubliclytraded water and wastewater utility holding company With 4,871 employees and a payroll of over $614 million in Florida, serving issuers in the State like the City of Miami is important to us and we assure you that by selecting Raymond James, you will receive the highest level of professional service from our firm. Raymond James is the only firm that offers the City the combination of the highest level of comparable financing experience, extensive local, statewide and national retail distribution capabilities and demonstrated commitment to and support of the City and its surrounding areas. We are confident that we will exceed the City's expectations in providing the highest levels of service and performance that the City expects. Please do not hesitate to contact us if you have any questions about our proposal or credentials. Jon Eichelberger Managing Director, Public Finance December 16, 2015 5 CITY OF MIAMI, FLORIDA Firm's Overall Qualifications and Experience a) Firm shall satisfy each of the minimum requirements listed under Section 2.9, Proposer's Minimum Qualifications, of the RFQ. Firm must also submit an affirmative declaration of compliance to the Minimum Requirements and Pre -Requisites cis stated in Section 2.9. Raymond James hereby affirmatively declares that the firm and its employees are in compliance with the Minimum Requirements and Pre -Requisites as stated in Section 2.9. A. The Bond Buyer's Municipal Marketplace, or Red Book, has been published since the 1930's. Raymond James listing in the Red Book goes back to the early years of the firm's entry into the municipal market. Raymond James and its predecessor firms, have continuously maintained a Red Book listing since Fall of 2011 and continues to do so through the submission of this proposal. B. To the best of our knowledge, neither the Firm, nor any of its municipal finance professionals, have made a political contribution during the past three years that would cause the Firm to be banned from doing municipal securities business with the City according to MSRB Rule G-37. C. The Firm has been in full compliance with Rule G-37, see our most recent G-37 report in Appendix A. D. Raymond James carries all of the necessary license and authorization to act as an underwriter of municipal debt in the State of Florida, see Appendix A. E. Raymond James Financial is registered with FINRA, see Appendix A. F. Raymond James Financial is registered as a Broker -Dealer, see Appendix A. G. Raymond James maintains the proper license to conduct business in the State of Florida and has been active in the bond underwriting services over 30 years, see Appendix A. H. Raymond James has sufficient financial support, personnel, and organization to ensure that it can satisfactorily execute the services if awarded a Contract/Agreement under the terms and conditions herein stated, see our most recent Focus Report in Appendix A. I. Raymond James has never filed for bankruptcy and has no pending lawsuits against the City, nor to the best of our knowledge are we aware of any such criminal activities or judgments involving moral turpitude. To the best of our knowledge, we are not aware of any such conflicts of interest. J. To the best of our knowledge, we are not aware of any such arrearage or default, nor of any such failure to perform faithfully. b) Describe your firm including the organization of your public finance department. Compare public finance staffing in your firm three (3) years ago and today. Raymond James organized its Public Finance department in 1986. Over the past 30 years, the Firm has proven its commitment to the public finance arena by continuing the significant growth of the practice as many of our competitors have downsized or closed their public finance operations all together. With the acquisition of Morgan Keegan in 2012, Raymond James added significant personnel and resources to its public finance efforts nationwide, reaching 185 professionals in 26 locations. Raymond James maintains three Florida Public Finance offices with 21 professionals located in St. Petersburg, Naples and Winter Park. Members of the Public Finance Staff possess a wide range of experience in non -ad valorem revenue, sales tax, utility, general obligation, education, health care, housing, tax increment, lease, appropriation, short 6 CITY OF MIAMI, FLORIDA term and other specialized financing techniques for tax exempt issuers. Our Public Finance team operates in conjunction with other Raymond James Financial subsidiaries in providing comprehensive underwriting and financial advisory services to local governments, non-profit entities and other governmental agencies throughout the country. These services include: Investment banking, financial advisory and underwriting services for tax-exempt and taxable bonds, notes, variable rate debt, synthetic debt, leases, financial consulting services, investment of governmental funds, and pension fund management. Below denotes a tabular listing of the Firm's Public Finance staffing since 2012. Raymond James National Fixed Income Presence • 26 Public Manoalaatbm * AN Flood Intone karatInns ra 7UndarorrItMRUaakl ,San naldel ak lake A2 son itanaua tray eeeaten los1.4elet lsgunn pi;,ucl «Sa0 Utre* rt.***tle Raymond James Public Finance Staffing d,,,x, Polo touisuifte *dams * Nash,. MeinePls aft an Irld, tod ItYlem pypFF ota lasY.fon s Moggva*, I1alU*nuwn Pelnatott PP,en AM1 yaterakar6 No * Pale Cirailoltu tlo Booth r yolk ears Paton York Public Finance Staff 187 183 185 185 c) Disclosure by the underwriter of any conflicts of interest, as stated in MSRB Rule G-17, including finder's fees, fee splitting, or other contractual arrangements of the firm that could present a real or perceived conflict of interest. Additionally, the firm should disclose if there are any pending investigations of the firm or enforcement or disciplinary actions imposed on the firm within the past three (3) years by the Security Exchange Commission (SEC) or other regulatory bodies. To the best of our knowledge, during the past three years, there have been no potential conflicts, regulatory matters or litigation pending that would jeopardize our Firm's ability to perform the requested services contemplated in this RFQ. d) Certify the Firm's Excess Net Capital position as of September 30, 2014. As of September 30, 2014, Raymond James had an excess net capital of $406 million which, based on S.E.C. guidelines, is sufficient to solely underwrite an issue size of $5.8 billion. 2014 $14,214,037,000 Raymond James Capital Position $4,141,236,000 $442,866,361 $406,172,506 $5,802,464,371 *Fiscal year ends 9/30 **Total Capital and Equity Capital are at parent company (RJF) level, Net Capital and Excess Net Capital are at broker dealer (RJA) level e) Disclose whether your Firm has been involved in the prior trade of securities for the City of Miami? If —so, -please specify dates and provide detailed_infor-oration_concer_ning_the_ser_vices provided. Raymond James is an active participant in the City's bonds. Since 2012, Raymond James has executed over 500 trades with the City's bonds totaling over $27 million in par amount. Below is a summary table of 7 Raymond James' secondary trades of the City's bonds since 2012. Please see Appendix B for a detailed listing of these trades. City of Miami Trades Executed by Raymond James � �...�,.,., Retail Trades ,.. 19,470,000 sm � a ,..-.- 443 Institutional Trades 8,695,000 90 TOTAL $28,165,000 533 Includes buys and sells as of 12/10/15. 8 CITY OF MIAMI, FLORIDA 5. Firm's Ability to Underwrite Capacity Bonds a) Describe the Proposer's bond sales abilities with emphasis on the Proposer's institutional and/or retail distribution capabilities and ability to place Florida paper. Include in a tabular format the following: 1) Number of sales personnel in Florida; 2) Number of offices in Florida; and 3) Number of offices nationally. Retail Distribution Capabilities Raymond James provides a national fixed income distribution network of over 2,500 retail office locations and more than 8,000 registered representatives nationwide. Our PansaKaia,S!"'o;ee: retail network serves over 2.5 million customer accounts totaling $390 billion in assets under management. Our firm boasts one of the largest retail distribution networks in the country by number of locations and registered representatives.' Raymond James' Florida retail network includes 267 Florida locations, which employ 1,143 financial advisors who manage 267,803 Maio Wand �� M,aml,3, accounts in the amount of $55 billion. Our 6 local retail offices in the City of Miami maintain 2,438 accounts with assets under management of over $420 million. Our Florida presence represents the Firm's largest retail network by state based on number of offices and number of advisors. Raymond James will draw upon our wide-ranging distribution network locally and throughout the State to provide all investors access to the City's bonds and ensure the lowest possible borrowing cost. Number of Sales Personnel in Florida Number of Offices in Florida Number of Offices Nationally Institutional Distribution Capabilities The Raymond James institutional fixed income sales and trading desk is one of the largest and most experienced groups in the industry. As mentioned previously, Raymond James has more than 350 institutional sales, trading and underwriting professionals, including a 24 member Dedicated Municipal Group ("DMG") that sells only municipal bonds, both tax- exempt and taxable, to the full spectrum of institutional buyers. This municipal institutional sales and trading force is among the largest in the nation, while the DMG group is also one of the largest assembled sales teams amongst all firms nationwide. These professionals have well established relationships with the major institutional investors and bond funds. In addition, they cover many smaller and regional investors often overlooked by other firms. Raymond James Florida Retail Presence QRa .ladkso w ite Beath (3) ante Vedra Stain (4) Augustine rmand Beath Crystal RIV'�`'.E, Spring Hill ( Tarpon Spring Cieatwater (8 St Petersburg (1 Sarasota 110k0m 60keell bonito Sp 1,143 267 2,520 Key west Raymond James National Presence • Public Finance Locations Underwriting Desks a Beath (1) ! island pWlantlt ro Seat) (7) PIE Palm Beath detdens West Palm Boom (1) 10,0Ahlota Raton (g0 tiiPdmpany goads (t) 3..:Ravamuro Fixed Income Retail Locations 9 CITY OF MIAMI, FLORIDA These buyers will be important elements of a broad and diverse base of institutional investor support for the City's bonds. Access to these second tier institutional investors will allow Raymond James to maximize the distribution and pricing efficiency of the City's bonds. b) For each of calendar years 2012, 2013 and 2014 and in tabular format, set forth the total number of municipal bond transactions the Proposer has served as Senior Manager and the total par amount involved. Below represents a tabular listing of the Firm's Senior Managed Experience. Raymond James National Senior Managed Underwriting Experience 2012-2014 #;ofiiissu yNh ils ay �., . n. 2012 768 $13,001 2013 524 $12,803 2014 626 $15,565 TOTAL 1,918 $41,369 Source: Thomson Reuters SDC, as of 12/10/2015 c) For each of calendar years 2012, 2013 and 2014 and in tabular format, set forth the total number of municipal bond transactions the Proposer has served as Co -Manager and the total par amount involved. Below represents a tabular listing of the Firm's Co -Managed Experience. Raymond James National Co Managed Underwriting Experience 2012 2014 2012 506 $84,750 2013 511 $63,384 2014 517 $55,850 TOTAL 1,534 $203,984 Source: Thomson Reuters SDC, as of 12/10/2015 d) Provide information related to your firm's capitalization, as follows: A table that reflects the most recent available data (include date) for the Proposer's total, capital and excess net (uncommitted) capital: Raymond James Financial's equity capital base for FY 2015 is $4.5 million, which represents equity to our shareholders. Raymond James has excess net capital of $372 million which, based on S.E.C. guidelines, is sufficient to solely underwrite an issue size of $5.3 billion. Our capital position allows us to utilize our financial strength to support deals in volatile markets and optimize the pricing of deals in stable markets. Unlike most other securities firms, when we commit to an underwriting, or portions of underwritings, we rarely have the need to borrow funds. Raymond James' capital base is in line with our operations and we have never overleveraged our Firm. 2015 $16,467,872,000 $4,522,031,000 $411,221,578 $371,769,502 $5,310,992,886 *Fiscal year ends 9/30 **Total Capital and Equity Capital are at parent company (RJF) level, Net Capital and Excess Net Capital are at broker dealer (RJA) level 10 CITY OF MIAMI, FLORIDA We remain committed and have the financial ability to support the needs of our clients. As compared to large "bulge bracket" firms, Raymond James Financial has the lowest long-term and total debt to asset ratio and the highest internal and sustainable growth rate with the lowest leverage. Raymond James' success is based on deploying its capital efficiently instead of assuming undue leverage and risk. We are a conservative firm that believes in service first and we are focused on meeting our client's financing objectives of executing successful transactions at the lowest cost. Unlike many firms that have suffered capital instability, Raymond James has continued to grow over periods of turbulent financial markets. This capital strength and commitment will help ensure that the City achieves the lowest cost of funds over the life of the transaction. As proven in the past, Raymond James is prepared to commit our capital to underwrite any unsold balances for the City, if necessary. Our strong capital base allows the Firm to be a very aggressive underwriter and enables us to be both willing and able to underwrite the City's financings. Raymond James Historical Capital i $5,000 .e 1 $4,500 MIN Equity Capital ,--Excess Net Capital $4,000 $3,500 $3,000 $2,500 $2,000 $ 500 $ Soo $o As of 9/30/2015 _. . 2007 2008 2009 2010 2011 2012 2013 2014 2015 Ability to Commit Capital to Stock Unsold Balances Raymond James consistently puts its commitment to municipal clients to the test by standing ready to prudently commit its capital on every deal it underwrites, no matter the size. As a leading municipal investment banking firm, Raymond James has been in the position of senior managing numerous transactions where our liability was significant. To the extent that there are a reasonable amount of unsold bonds at the end of the order period, our underwriting desk typically makes an underwriting commitment to ensure a successful pricing. Raymond James' underwriting and investment banking team will make every effort possible to fully communicate to the City's financial management team and the other members of the underwriting team the status of the bond sale and any potential decisions regarding underwriting unsold balances. The table herein represents a sampling of recent issues where Raymond James has committed our capital in order to complete the underwritings. Par Amount Amount % of Par Sale Date Issuer State ($000) Underwritten ($000) Underwritten 09/01/15 City of Dahlonega 06/03/15 Sumter County 04/07/155 04/01/15 Dormitory Authority of the State of New York (DASNY) Pascocpc. ty 08/14/14 City of Huntsville 07/28/14 Palm Bea county_ 03/05/14 City of Memphis 01/29/13 Metropolitan Government of Nashville and Davidson County TN 245,485 110,000 GA 26,865 6,935 26% 26,665 26% 11 CITY OF MIAMI, FLORIDA e) Describe Proposers access to sources of current market information to provide bond pricing data before, during and after the sale. Raymond James is an active market maker in the primary and secondary bond markets. Frequent market access, combined with our strong sales, trading, underwriting, and other banking, provides the City a wealth of information. We discuss market conditions, credit considerations and deal specifics with investors and investment firms every day which positions us to provide the City with accurate bond market reads, structures that investors are interested in, real-time trading data, and economic research. Consistent Transaction Flow Raymond James was once again named one of the top 10 municipal underwriters in the nation. In 2014, the Firm completed 600 transactions with a total par value of $12.8 billion, ranking #8 by par overall and #1 by number of transactions among the top 10 firms. For the first time in the Firm's history, Raymond James senior managed over $10 billion of negotiated new issues. For 2015 year-to-date, Raymond James has senior managed 803 transactions with a total par value of $16.5 billion, ranking #8 by par overall and #2 by number of transactions among the top 10 firms. These pricings encompass bonds and notes across the yield curve with varying tax status. We bring personnel from multiple underwriting desks in the Southeast (St. Petersburg, Dallas, Atlanta, Memphis) with more than 150 fixed income traders and underwriters that place bonds, which gives us an information edge over competing firms. We also maintain a daily inventory of fixed income securities that is typically between $200 and $225 million and holding and moving this volume is at the heart of our municipal business. Below we discuss our resources and specific examples of who has or who can help with this engagement. 2015 YTD National Municipal New Issues Full Credit to Bookrunner (Based on Par) lerwriter - P Amount Cris$ mil) -=No of Issues 1 BofA Merrill Lynch 2 Citi 3 J P Morgan 4 Morgan Stanley 5 Wells Fargo & Co 6 RBC Capital Markets 7 Stifel Nicolaus &Co Raymond James 9 Barclays 10 Pi per Jaffray & Co 8 $49,742,70 42,375.60 41,133.00 31,557.00 24,811.10 24,077.60 17,364.30 16 488,20 15,826.60 14,735.80 464 475 391 426 302. 700 871 803 134 698 Source:Thomson Reuters, SDCasofl2/10/2015 2015 YTD National Municipal New Issues Full Credit to Bookrunner (Based on Number of Issues) Repk7. tart SSW 1 Stifel. Nicolaus & Co 2 Raymond James 3 RBCCapital Markets 4 Piper Jaffray & Co 5 Citi 6 BofA Merrl II Lynch 7 Morgan Stanley 8 JPMorgan 9 Wells Fargo & Co 10 Barclays 17,364.30 18,488 20= 24,077.60 14,735.80 42,375.60 $49,742.70 31,557.00 41,133.00 24,811.10 15,826.60 871 700 698 475 464 426 391 302 134 Proprietary Pricing Information Model Raymond James will use Muni Recap to assist in the pricing of City's bonds. Muni Recap is a proprietary platform developed by Raymond James that analyzes secondary market trading data on municipal bonds, since those trades are now reported in nearly real-time to the MSRB. Using the data reported by all municipal broker/dealers, Muni Recap calculates and provides dollar price and calculates key pricing yields (Yield, Yield to Maturity, and Yield to Worst, which could be Yield to Call or Yield to Maturity) and their spread relationship to MMD and SIFMA indices. The program provides issuers with spreads for comparative analysis and evaluation and the performance of its outstanding bonds and to identify potential refunding candidates and to optimize market timing for new money issuance. Raymond James will be able to use this program to actively track the performance of City's outstanding bonds and other Volume MMD SPD YPH 7000 6000 S000 4000 3000 2000 1000 00 Lade data exists tot this ousip ham 12/07/12 to 10102110 Spreads 220 1140 120 100 100 l60 40 120 00 12 CITY OF MIAMI, FLORID. comparable credits in order to forecast the spread MMD at which we would anticipate a new financing to be priced. This will give the City an accurate forecast prior to pricing that will be dependable and up-to-date. 3000 10 3000 CS 3000 CS 3666 0000 1000 CS 2760 CS 2760 CS 20000 C8 3000 2760 2000 06 c6 Cu•.y.: 5011490KI/ Ui..l4ryinp r...de.> 25014 111.913 11/.913 111.420 112.149 113,206 113.030 108454 107.868 111.464 111,964 111,984 111,964 .230 3,030 3.000 3.025 4.000 4,020 3.690 3.590 3.590 3.590 10.623 i} 10,. 2 10,667 10,676:}, 10,673 St 563 11699 11.928 11.928 ua28 11,920 3,0 220 =�2 206 00._ -26d 09 a1m �.,„__1. 264 189 21a 10.02.2013 10.0 •3013 10.0.2010 00.29.2010 09.29.2018 09. 8,2019 09.28.2013 0430/2913 04.30.2013 12.07.201i 30Y 12.07.2012 12.072012 12-07-2012 Transparency in Pricing Raymond James uses IPREO to track and monitor orders for bonds on pricing day. We can provide temporary log -ins that will allow the City and its Financial Advisor to monitor the sale of bonds in real time on pricing day. We note that if we are selected by the City to run the books, our desk will be in constant contact with the Financial Advisor throughout the financing process, and we will begin detailed conversations about "comps" and fair value at least a week prior to pricing so there will be no surprises. Our desk understands they work for the issuer, and they approach the process committed to complete transparency and expect the City and its Financial Advisor to be active participants in the pricing process. Raymond James has an exclusive on-line portfolio management service that incorporates the essence of portfolio management into one powerful Web site. To date, over 30,000 institutional accounts utilize the system and over $1.06 trillion of fixed income securities from various portfolios . nationwide are maintained on this system. Efolio allows investors to run specialized reports and "what -if" scenarios on their portfolio. Inventory allows you to search our inventory database and purchase our securities electronically. Research connects the user to the dozens of articles and published reports. The Web Sites page provides instant links to helpful Internet pages, like Bloomberg. The Inventory section is an extremely useful communication vehicle for our institutional and retail sales force, allowing them to monitor activity on Efolio daily. For Raymond James -managed deals, a complete breakdown of the description of the issue ranging from security features, ratings, maturity(s), amounts, coupon and yield levels are displayed for each individual sales person to view in "real time". Orders and communication can be delivered electronically to our underwriting desk making the process much more efficient and accurate. 0I46, Morgnn Kcanon Invcntorlca cro nnmlcall paroae pacmins Even when the City was not active in the primary capital markets, Raymond James continued to be an active market maker of the City's bonds. Secondary market trading values can often times establish a basis for pricing in the primary marketplace. Active in the Secondary Market Raymond James is active in the secondary market for the City's bonds, providing liquidity and generating demand from both institutional and retail investors. Since January 2012, Raymond James has executed 533 trades amounting to almost $28.17 million of City securities. This equates to 13 CITY OF MIAMI, FLORIDA approximately 15 trades per month. As highlighted in the adjacent table, in the past three years, the firm has executed 443 retail trades of the City's bonds totaling over $19.4 million in par amount. Block sizes were as Retail $19,470,000 443 small as $5,000 per trade. Raymond James Instritutional $8,695,000 90 completed 90 institutional trades over the _Total $28,165,000 533___ past three years totaling $8.70 million in par amount. Block sizes ranged from $10,000 to Includes buys and selss as of 12/14/15 $1,000,000 which indicates a mixture of both middle market and Tier 1 institutional type transactions. We have proprietary systems that have relevant trade and ownership data in a user-friendly format, allowing our issuer clients to have closer contact with new investors and providing an enhancement to the District's future investor outreach. Secondary market support (i.e. providing liquidity) is essential to maintaining a sound foundation in the primary marketplace. Raymond Jaynes Secondary Market Trades of the City of Miami Bonds Since 2012 14 CITY OF MIAMI, FLORIDA Qualification and Experience of Personnel a) Provide resumes of each public finance professional that will be assigned to the Engagement. Describe the role of each in, and level of commitment to, the Engagement as well as their experience with municipal clients. The professionals assigned to the City have extensive public finance and other relevant investment banking experience, including direct experience with similar general obligation and special obligation financings for local governments throughout Florida. As previously stated, Jon Eichelberger, based in the firm's Winter Park office will be the City's day-to-day contact. Mr. Eichelberger brings over 26 years of municipal finance experience, serving the entire gamut of issuers on a variety of financings and credits for Florida local governments similar to the City. The banking group will be supported by a team of underwriters and specialists with a wide range of experience and expertise. Raymond James utilizes a team approach to serve all of our clients in order to provide the highest quality service, consistent coverage and complementary skills. Raymond James' team concept ensures that the City will always have access to a senior banking professional and the respective support personnel on an as needed basis. Below is a summary of the City's financing team, and brief resumes of the individuals with primary responsibly for providing services to the City. Underwriting & Distribution Investment Banking Technical & Analytical Support Casy O'Brien Managing Director Chicago, IL Head Underwriter Parker Colvin Managing Director Chicago, IL Florida Underwriter Don O'Brien Managing Director New York, NY Senior Underwriter Jock Wright Managing Director New York, NY Senior Underwriter Jon Eichelberger Managing Director Winter Park, FL Primary Banking Coverage Betsy Hedden=Shafer Managing Director St. Petersburg, FL Banking Coverage Natalie Sidor Senior Vice President St Petersburg, FL Banking Coverage Bradley Scott Vice President Chicago, IL Banking & Analytical Support Mary Beth Hillery Associate St. Petersburg, FL Banking & Analytioal Support David Sutton Managing Director Nashville, TN Reinvestment Services Day -to -Day Contact Responsible for Transaction Management and Execution Jon Eichelberger, Managing Director - Mr. Eichelberger has been with Raymond James for twelve years and is located in our Winter Park, Florida Public Finance Office. Mr. Eichelberger has 26 years experience in the Municipal Finance Industry and he has served as lead banker on more than $20 billion of municipal bond and swap transactions. Prior to joining Raymond James, he spent ten years with JPMorgan Chase. Mr. Eichelberger has experience working with a variety of issuers throughout Florida including: State of Florida, Miami -Dade County, Broward County, Orange County, Palm Beach County, Hillsborough County, City of Orlando, City of Miami, City of Ft. Lauderdale, City of Hollywood, City of Jacksonville and City of Tampa. He has worked on both cash market and synthetic refunding programs for numerous Florida issuers and has extensive experience Jon Eichelberger, Managing Director Raymond James & Associates 807 W. Morse Blvd., Suite 200 Winter Park, FL 32789 Office: 407.644.3173 Fax: 866.644.9710 E-mail: jon,eichelberger@raymondiames.com 15 CITY OF MIAMI, FLORIDA with various debt products such as interest rate swaps, auction rate securities and multi modal bonds. Additionally, Mr. Eichelberger spent four years with Lehman Brothers as a member of the Quantitative Support Group. Mr. Eichelberger received his M.S. from Carnegie Mellon University and currently holds his Series 7, 52, 53, 63, 79 and 99 securities licenses. Betsy Hedden-Shafer, Managing Director Raymond James & Associates 880 Carillon Parkway St. Petersburg, Florida 33716 Office: 727.567.1101 Fax: 727.567.8315 E-mail: betsv.hedden-shafer@ravmondiames.com Betsy Hedden-Shafer, Managing Director — Ms. Hedden- Shafer has fifteen years of experience in public finance providing investment banking services to municipal issuers across the country. Since joining Raymond James in 2003, Ms. Hedden-Shafer has focused exclusively on Southeastern issuers including extensive coverage of Florida. In 2012, Ms. Hedden-Shafer was appointed as the head of Raymond James' Florida Public Finance team with oversight and management responsibilities across the State. Ms. Hedden-Shafer's experience includes senior managed financings across the full gamut of municipal credits including tax and assessment backed, revenue, lease and derivative transactions. Over her career, Ms. Hedden-Shafer has participated in financings for a par amount in excess of $10 billion including leading senior managed issuance and performing quantitative and marketing support for additional senior managed transactions. She has successfully developed and implemented numerous financing strategies for clients across the nation including cities, counties, independent taxing districts, school districts, universities, utility authorities, transportation authorities and pooled loan programs, among others. Ms. Hedden-Shafer received her Bachelor of Science in Management with minors in finance and accounting from the Georgia Institute of Technology. In addition, she received her Masters of Business Administration from the Warrington College of Business at the University of Florida. Ms. Hedden-Shafer is a registered Series 7, Series 53, and Series 63 representative. Natalie Sidor, Senior Vice President Raymond James & Associates 880 Carillon Parkway St. Petersburg, Florida 33716 Office: 727.567.1956 Fax: 727.567.8315 E-mail: natalle.sidor@ravmondiames.com Natalie Sidor, Senior Vice President — Ms. Sidor has over ten years of experience in both private and public sector investment banking, performing detailed analysis and providing financial solutions to corporate and municipal clients. Ms. Sidor has analyzed, structured and implemented financings for a variety of issuers and credits, including utilities, special tax, school districts, universities, transportation, general obligation, non -ad valorem revenue, project finance and derivative transactions. Throughout her career, Ms. Sidor has managed and participated in over $3.5 billion of municipal financings, with a geographic focus in the Southeast and Florida. Currently, Ms. Sidor provides investment banking services to Florida general governmental municipal clients, including Tampa Bay Water Authority, City of Fort Myers, Hernando County, Sumter County, and Pasco County School District, to name a few. Previously, Ms. Sidor acted as the Finance and Investments Manager for The Sembler Company, focusing on the development and implementation of corporate and financial strategy, including providing recommendations and implementing programs related to funding alternatives, capital sources, revenue enhancements and cost -saving initiatives. Ms. Sidor received her Masters of Business Administration from the Wharton School at the University of Pennsylvania and a bachelor's degree in Finance and Economics from the University of Tampa. Ms. Sidor serves as Co -Chair of the Marketing and Communications committee for the University of Tampa Board of Fellows, previously serving as the Chair of the University's Board of Counselors and as a member of the University's Board of Trustees. Ms. Sidor holds her Series 7 and Series 53 licenses. 16 CITY OF MIAMI, FLORIDA Analytical Support Bradley Scott, Vice President Raymond James & Associates 550 W. Washington Blvd, Suite 1650 Chicago, IL 60661 Office: 312.612.7829 Fax: 312.612.7821 E-mail: bradlev.scott@raymondiames.com Bradley Scott, Vice President - Mr. Scott joined Raymond James in November of 2004 and provides quantitative analysis and support for all types of public finance transactions for various offices and is assigned to support our Florida offices. He will assist the financing team by providing ongoing quantitative analysis; refunding alternatives; structuring new money issues; and coordinating the bond sale with counsel and our banking and underwriting / trading personnel. During his time at Raymond James, Mr. Scott has been involved in excess of $3.4 billion in municipal issues. Prior to joining Raymond James, Mr. Scott was a senior debt specialist with the Governor's Office of Management and Budget for the State of Illinois, where his duties included the issuance and management of the State's General Obligation and Build Illinois bonding programs where he worked on over $18 billion of the State's debt offerings, including the $10 billion General Obligation Pension Funding Series of June 2003. Mr. Scott graduated from Eastern Illinois University with a B.S. in Finance. Mary Beth Hillery, Associate Raymond James & Associates 880 Carillon Parkway St. Petersburg, FL 33716 Office: 727.567.2260 Fax: 727.567.8315 E-mail: marvbeth.hillerv@ravmondiames.com Mary Beth Hillery, Associate - Ms. Hillery is an analyst in Raymond James' Public Finance Group, responsible for numerical analysis of both existing and proposed bond issues, as well as production of presentation materials and requested submittals. Before joining the Florida team, Mary Beth participated in the OPTIONS Program. The program included rotations through several areas of the firm and was supplemented by meetings and roundtable discussions with senior management. While in the program, Mary Beth spent time doing research on the Municipal Desk, on the corporate Investment Banking Technology team and finished her rotations with Public Finance. She graduated from the University of Tampa with two bachelors' degree in Finance and Economics. She holds her Series 7 license. Reinvestment Specialist David Sutton, Managing Director Raymond James & Associates One Burton Hills Blvd., Suite 225 Nashville, TN 37215 Office: 615.665.6917 Fax: 615.665.6925 E-mail: david.sutton@ravmondiames.com David Sutton, Managing Director — David Sutton has been assisting public sector clients to develop custom investment strategies for approximately 24 years of his public finance career. He has headed up Raymond James' investment of proceeds efforts for the past 15 years he has been with the Firm. Aside from the initial placement of proceeds into structured vehicles such as GICs, REPOs and FPAs, David has been heavily involved in the execution of more innovative product strategies such as hybrid laddered portfolios of agencies and commercial paper, brokered CD's and a variety of other products. His experience also includes development and evaluation of, along with recommendations to, investment policies and the permitted investment definition within pertinent bond documents in order to provide clients with the maximum flexibility for their investment options. David has personally been involved with the investment of over $6.4 billion in client assets since 2004. His experience as a highly experienced quantitative municipal specialist enables him to bring to bear his understanding of municipal tax law and rebate regulations when considering the merits of various investment alternatives to a particular situation. 17 CITY OF MIAMI, FLORIDA Underwriting, Marketing, Sales and Trading Casy O'Brien, Managing Director Raymond James & Associates 550 W. Washington Boulevard, Suite 1650 Chicago, IL 60661 Office: 312.612.7650 E-mail: casy,obrien@raymondiames.com Casy O'Brien, Managing Director - Casy O'Brien is responsible for overseeing and managing the Municipal Underwriting Department at Raymond James. As the head underwriter, he brings over 20 years of municipal bond experience to our efforts to serve our diverse clientele. Prior to his move to Raymond James, Mr. O'Brien was with the Royal Bank of Canada. Mr. O'Brien is a member of Chicago, Minneapolis, and Denver Bond Clubs. Mr. O'Brien graduated from the University of Minnesota with a BS in Economics. He holds the following licenses: Series 7 — General Securities Representative, Series 63 — Uniform Securities Agent State Law License, and is a Municipal Securities Representative. Parker Colvin, Managing Director Raymond James & Associates 550 W. Washington Blvd, Suite 1650 Chicago, IL 60661 Office: 415.616.8020 Fax: 415.616.8070 E-mail: parker.colvin@raymondiames.com Parker Colvin, Managing Director - Parker Colvin joined Raymond James as an underwriter in November 2013. Most recently Parker managed the California/Arizona underwriting desk for Stifel. Prior to that, he served as head of trading and underwriting for Stone & Youngberg. Over the past several years, Parker has underwritten more than 1,200 transactions with a par value exceeding $30 billion. Born and raised on the Iron Range of Minnesota, Parker earned a degree in mathematics and played ice hockey at Wheaton College (IL). Parker is also a member of the Moraga (CA) School District Governing Board. He currently holds Series 7, 53 and 63 licenses. Don O'Brien, Managing Director Raymond James & Associates 535 Madison Avenue, 10th Floor New York, NY 10022 Office: 212.909.4037 Fax: 212.906.3718 E-mail: don.obrien@ravmondiames.com Don O'Brien, Managing Director - Mr. O'Brien is in Raymond James' New York office focused on national high -profile Tong -term underwriting. He joined Raymond James from Morgan Stanley in September 2008 after over 20 distinguished years at Morgan Stanley. Mr. O'Brien has more than 30 years of underwriting, trading and sales experience in the industry. Most recently, Mr. O'Brien served as Vice -Chair of the MSRB from 2007 to 2008 where he was a board member from 2005. Over his career, Mr. O'Brien has been a member of multiple SIFMA industry committees (1996-2005) and MBCNY (1983-2008). Mr. O'Brien graduated from University of Rochester with a degree in Psychology. Jock Wright, Managing Director Raymond James & Associates 535 Madison Avenue, 10th Floor New York, NY 10022 Office: 212.909.4047 Fax: 212.574.1271 E-mail: iock.wright@ravmondiames.com Jock Wright, Managing Director - Mr. Wright is a Managing Director on the municipal underwriting desk of Raymond James Fixed Income Banking Department. He joined Raymond James 2006 after 10 years with State Street Bank in Boston where he served as head of municipal trading and underwriting. With over 20 years of municipal industry experience, Mr. Wright serves as one of the Firm's primary underwriters of tax-exempt debt with particular expertise and knowledge of Florida issues and the healthcare sector. He holds a BS in Finance from Babson College and maintains NASD Series 7 and Series 63 licenses. 18 CITY OF MIAM b) For the Proposer and for each employee of the Proposer listed above (i.e. the primary account executive and public finance professionals assigned to the Engagement), a brief explanation of: (i) litigation pending or past judgments entered against the individual or his or her Proposer, because of an act or omission of such individual in a professional liability action, if any; and (ii) regulatory or criminal actions, proceedings or investigations to which the individual or the Proposer has been subject over the last three years, whether or not the same has resulted in charges, convictions, suspensions or debarments. In the normal course of business, Raymond James is subject to routine regulatory investigations. Raymond James cooperates fully with all regulatory requests. For a discussion of resolved disciplinary matters involving Raymond James and Morgan Keegan we would direct your attention to the Form BD, copies of which will be provided upon request. For a discussion of material regulatory investigations and litigation, please refer to Raymond James' website at https;//raymondjames.com/publicfinance/rfp pass login.asp with the password of PublicFinance. To the best of our knowledge, there are no regulatory matters or litigation pending that would jeopardize our Firm's ability to perform the requested services contemplated in this RFQ. c) Documentation of the Proposer's participation in the City's recent negotiated sale or the negotiated sales of other municipalities in the State of Florida. Raymond James has assisted the City in the negotiated issues listed below. Sale Date Par Amount ($000) Issue Description ecia CSblig tioh itey ref Bon ,Series 07/22/10 $16.83 Special Obligation Park Rev Bonds, Series 2010A 07/22/o_ 11/19/09 10/23/a 10/23/09 07/10/09 Y $37 4 PeJnsi f d'_ g y = Bonds, Series= 05/20/09 $51.06 Limited Ad Valorem Tax Bonds, Series 2009 cial bligai o Bons, err s 20 $103.06 Limited Ad Valorem Tax Ref Bonds, Series 2007A AdVirtireititileg- ecial Obligation Park Rev Bonds, Series 2010E $65.00 Special Obligation Bonds, Series 2009 tev gt eV_ $60.11 $60.11 Parkingsys Rev & Rev Ref Bonds, Series 2009 06/28/07 I Total $625.16 City of Miami, Florida $70,645,000 Special Obligation Non -Ad Valorem Revenue Refunding Bonds Series 2011A Co•Manager July 2011 City of Miami $66,595,000 Parking System Revenue and Revenue Refunding Bonds Series 2009 Co•Manager November 2009 ort e tzn in Reverie City of Miami, Florida $101,370,000 Tax -Exempt Special Obligation Parking Revenue Bonds (Marlins Stadium Project) Series 2010A & 20100 Co•Manager July 2010 City of Miami, Florida $37,435,000 Non -Ad Valorem Refunding Revenue Bonds Taxable Pension Series 2009 Co=Manager July 2009 Co -Manager Co -Manager Co -Manage Co -Manager Co -Manager City of Miami, Florida $65,000,000 Special Obligation Bonds (Street & Sldewelk Improvement Program) Series 2009 Co•Manager December 2009 City of Mlaml, Florida $51,055,000 Limited Ad Valorem Tax Bonds (Homeland Defense/Nelgitborllood Capital Improvement Projects) Series 2009 Co•Managar May 2009 19 With our international headquarters in St. Petersburg, Raymond James has also shown a long-term commitment to and presence in Florida. In Florida alone, Raymond James has participated in 174 negotiated bond transactions totaling more than $16.8 billion for municipalities across the State from 2012 through 2015, including acting as Senior Manager on $3.2 billion, leading to our position as the #8 underwriter for negotiated Florida transactions over the same time period. Our significant local and national experience has allowed us to build a strong knowledge base and solid experience in financings throughout Florida and the ability to offer value added services related to credit ratings, structuring, marketing and pricing. The table below summarizes Raymond James' negotiated bond experience in Florida since January 2012 to present. Please see Appendix C for a detailed listing of Florida negotiated transactions in which Raymond James has served as underwriter since 2012. Raymond James Negotiated Florida Underwriting Experience 2012 -Present Senior 45 $3,177 Co -Managed 129 $13,629 Source: Thomson Reuters SDC, as of 12/10/2015 d) Provide no less than a list of three (3) references within the past five (5) years for whom similar services were performed. Include the term of the contract, the compensation structures, and include the address, phone number(s) and contact persons within the organization. Set forth below we have provided references from clients, where similar work has been performed over the last 5 years. For each of these clients, we currently serve on the underwriting team, with a multiple year assignment, involving financings as senior manager or co -manager. The compensation structure for each transaction we have completed has been a negotiated sale via a Bond Purchase Agreement. MIAMI-Da COUNTY Reedy Creek Improvement District Miami -Dade County, FL Ann Blakeslee Frank Hinton Deputy District Administrator Director, Bond Administration Division 1900 Hotel Plaza Boulevard 111 NW 15` Street, Suite 2550 Lake Buena Vista, FL 32830 Miami, FL 33128 407 828 3548 305-375-5147 ablakeslee@rcid.org fph1@miamidade.Rov City of Tampa, FL Broward County, FL Sonya Little Robert Miracle Chief Financial Officer CFO and Director of Finance & Administrative Services 306 East Jackson Street 115 South Andrews Ave, Room 513 Tampa, FL 33602 Ft. Lauderdale, FL 33301 813-274-8151 954-357-4959 sonva.little@tampagov,net bmiracle@broward.or8 20 CITY OF MIAMI, FLORIDA e) Relevant experience of the firm and the individuals assigned to the issuer, and the identification and experience of the individual in charge of the day-to-day management of the bond sale, including bout the investment bankers) and the underwriter(s). The Raymond James financing team for the City is experienced in all aspects of the underwriting process. The team of professionals assigned to the City has extensive public finance and other relevant investment banking experience, including direct experience with underwritings for the City and multiple other Florida governments. The primary investment banking individual assigned to the City is Jon Eichelberger, who serves the entire gamut of municipal issuers on a variety of financings and credits for Florida local governments similar to the City. The underwriting effort will be primarily led by Parker Colvin who heads our Florida underwriting effort. Other available underwriters assigned to the team include Jock Wright, a senior underwriter with substantial Florida experience, Don O'Brien, a senior underwriter focused on national, high -profile issuers, and Casy O'Brien, head of underwriting for Raymond James. The list provided in response to item 6c details Raymond James' underwriting of negotiated Florida issues since 2012, and each transaction includes a member of the assigned underwriting team. f) A description of the firm's bond distribution capabilities including the experience of the individual primarily responsible for underwriting the proposed bonds. The firm's ability to access both retail and institutional investors should be described. Raymond James is a full -service regional investment banking and securities brokerage firm known as the premiere alternative to Wall Street. Raymond James has become one of the most formidable brokerage firms providing both retail and institutional distribution capabilities. The adjacent chart encapsulates our municipal distribution network, both in terms of institutional and retail sales that will be utilized in the pricing of the City's obligations. Due to recent market conditions and downsizing, many firms are operating with short-handed underwriting and trading staffs, Raymond James' underwriting desk is fully staffed and is one of few that continued to add experienced professionals through the market downturn. This allows us to provide greater in-depth financial analysis of the market at all points of the financing process. Our more than 530 fixed income professionals are located in our St. Petersburg headquarters and regional offices across the nation. These professionals have well - established relationships with the major institutional investors and bond funds in addition to many smaller and regional investors often overlooked by other firms. Access to these second tier institutional investors will allow Raymond James to maximize the distribution and pricing efficiency of the City's bonds. Due to Raymond James' vast retail network and institutional sales force, we can add significant value to the City's proposed financing through investors that cannot be access by other firms. Please see our response to item 5a for a detailed description of the Firm's ability to access both retail and institutional investors. s:zzs rtetail Brokers 186 Ned ihtanirr Cone ralists 24 Munlzrost InstIttAlOnal Sales Professionals AL LF,rt INSTITUTIONAL 8UYLft% Samc as Iselow, only imailtrt €xamr.dev aomnsunttybanks and xinatitnsorwrxte tontpanles )1hd'11114101JAI ULJYfri )( MPTS AND TAXABLE.S Allthl w market trt of Nadi iteglrrnkl hanks PAC and Ale loiutanee tatasparntet Cotporations Bank trust departments Penslon tooth Investment managers Endowments State and local gavetno nts Not of writs LARL E INSTITUTIONAL, BUY Tt S ter TAX<EXEPAPTs • C�ryct7rtndw�rrriS.: TaintikctunifAtinL , Actssunts ri i lrBt.tSnCet...I '.is SSAAA+ iscariN!otoelP,ndPlatlarets L rge Asset Moti000 Statiorr,at. £§ur`k Poitfa'i s 21 CITY OF MIAMI, FLORIDA The lead underwriter assigned to the City is Parker Colvin, who is responsible for the underwriting, marketing, sales and trading efforts. Parker joined Raymond James as an underwriter in November 2013 and serves as the primary Florida underwriter. Prior to joining Raymond James, Parker managed the California/Arizona underwriting desk for Stifel, and before that, he served as head of trading and underwriting for Stone & Youngberg. Over the past several years, Parker has underwritten more than 1,200 transactions with a par value exceeding $30 billion. 22 CITY OF MIAMI, FLORIDA Understanding the City: a) Describe the Proposer's understanding of the City's financial situation, including ideas on how the City should approach its current financing issues, such cis bond structures, credit rating strategies and investor marketing strategies. Raymond James has a specific and disciplined approach to developing a strategy related to credit ratings and credit enhancement. Our team focuses on obtaining the highest possible credit rating by aligning the characteristics, objectives and plans of the issuer with the criteria, trends and preferences of the rating agencies and investors. As always, our objective is to utilize a hands-on approach with constant, pro -active communications. This strategy allows us to present the City in the best possible light to achieve the highest credit ratings and lowest borrowing cost. Credit Rating Strategies The City has accomplished a great deal over the past two years. The City's new management team, which has implemented prudent fiscal policies and developed a rating strategy that clearly outlined, described and documented the City's current and projected financial position. This has led to multiple rating upgrades in every credit category this past year. The City will need to continue to build on the positive momentum it has created with each rating agency by focusing on the following major areas: > Current update of City finances through September 30, 2015 > Current update on existing budget and proposed budget for fiscal year beginning on October 1, 2015 > Current update on existing CIP and proposed CIP for upcoming fiscal year • Take advantage of the current low interest rate environment by refunding high coupon debt • Provide information regarding the SEC investigation as it becomes available We believe the City is in a position to enter the capital markets with a well-defined marketing strategy and a rating agency strategy that is focused on further improving the City's current ratings from each of the three major agencies. Below, is as our understanding of the City's current ratings and how it can build on the recent actions taken by all three rating agencies. Curent Ratings Moody's S&P Fitch General oblgiation_Bonds Al A+ A+ Limited General Obligation Bonds A2 A A - Special Obligation Bonds"(Nor1-Ad valorem) A2 A A The solid budgetary position as evidenced by the growing reserves, is an encouraging sign for ratings agencies. The City continues to Special Obligation Bonds (Revenue Bonds) A2 A- A+ serve as a major trade and Parking System Bonds TmA2 NR A transportation hum and tourist desitnation. The City needs to maintain the positive trends of increased reserves and reduced turnover of management to achieve a higher rating. The City must also be cognizant of the growing pension liability from the pensions it operates and communicate to the ratings agencies how the City plans to address the unfunded portion as this is a growing topic among capital market participants. The City has an opportunity to highlight the credit positives discussed above as well the vibrant and diverse economy of the greater Miami -Fort Lauderdale and West Palm Beach area. Investor Marketing Strategy To maximize the distribution of the City's financing, Raymond James recommends the steps outlined below to attain a focused effort during the order period by syndicate members, retail liaison professionals and bankers to inform and motivate individual brokers. Retail marketing requires lead time. This is because, in a retail sales effort, the lines of communication between the issuer and the ultimate purchasers are more extended because individuals rely on secondary sources of information — namely, their brokers. For a prospective City bond issue, a Raymond James underwriting would seek to produce a strong order book by providing access to the City's bonds to as many accounts as possible while placing bonds in the 23 CITY OF MIAMI, FLORIDA City of Miami Bondholder Geographic Distribution nctalnp+meeattd>n tnematrcnnep.'"'"" investors and eerten Met06 Area nmt ($000) 7 500 Amt (%) 4.10% NY Metro Area.. ant ($000) 76,995 nmt(%) 42.00% Mid.Attsntie A. ($000) 6,654 ant(%) 3.60Y, hands of "going away" accounts or accounts that are intending to buy and hold the bonds rather than "flip" them to another investor at an immediate profit. Typically, retail and middle market investors buy bonds in the secondary market after they have been marked up by other market participants. By placing bonds directly with these accounts, the underwriting team may be able to generate a more aggressive pricing for the City's benefit. After establishing a strong order book and momentum with the retail order period, an Raymond James Marketing Plan 1 Week Prior 7Wo Days Prior • Announce Issue as far in advance of the sale as possible ■ Mall disclosure documents • Notify firms of the opportunity to confirm orders Immediately to their brokers • Establish a priority for in -state and national retail orderfor managers ■ organize retail Information conference call ■ Conference call with the City and Financial Advisor • City approves consensus scale • Distribute consensus scale to management group e Open retail order period ■ Retail order period ends institutional marketing strategy should take into account both the historical the City bond prospective investors shown previously and capitalize on current market activity and create as much demand as possible. A Raymond James envisioned institutional investor distribution is detailed below. 1) Expand the Base. The primary focus of our institutional sales effort is to tap into our Middle Market Sales force to bring in smaller regional investors who may or may not have had direct access to the City's bonds. Our approach can help broaden the City's investor base by including small and medium sized institutional investors in addition to large institutional and retail investors. Our analysis reveals that the majority of the current institutional municipal bondholders that are represented in this analysis are located in the New York Metro Areas, the Midwest and the Southwest and are held by large institutions. The South and Mid -Atlantic regions, Raymond James strongholds, have very little exposure to the City's bonds. Raymond James brings institutional coverage that will aid in enhancing distribution of the City's bonds. 2) Capitalize on Current Investor Trends. The underwriting team needs to be aware of who is currently active in the market. Several dominate players in the institutional muni market are not currently holders of the City's bonds. For example, BlackRock and State Farm have been aggressive buyers of Florida debt at the national level, but are not currently City of Miami investors. These investors could be prime targets for the City since they are increasing their exposure in Florida. Direct outreach to these accounts may generate orders. 3) Go Back to the Well. A cornerstone of building a solid book is to go back to current holders (because they are presumably comfortable with the credit) and attempt to expand their holdings. Goldman Sachs, Oppenheimer Funds, Franklin Templeton and USAA are some of the top holders of the City's current bonds. These investors would be active targets for the City's upcoming bond issue. 4) Retail Couponing. Certain individual maturities could be marketed with both retail and institutional coupon structures (bifurcated) resulting in a pricing structure that appeals to both types of investors and provides the lowest borrowing cost for the City. Typically, institutional investors such as insurance companies, mutual funds and bond funds prefer 5% or premium coupons while retail and professional retail investors prefer coupons that price at par or a discount. Depending on the market conditions at the time of pricing, the couponing strategy may need to be altered to provide the optimal structure for the City. 24 CITY OF MIAMI, FLORIDA bJ Describe the Proposer's understanding of the City's local political, economic, legal and other issues that may affect the proposed financing. Raymond James is aware of the status of the SEC's fraud case against the City and its former budget director and how it has been highly disruptive with respect to the issuance of debt in the public capital markets. While the case has been pending, the City has considered placements of debt via direct bank loans and, has actually "gone to market" with a limited public offering. In hindsight, given the time constraints the City was under and then current market conditions, the City's last transaction should be viewed positively. Going forward, we see no reason why the City should limit itself to private placements of debt and/or to limited public offerings for the purpose of borrowing for new money needs or to move forward with refinancing opportunities. With properly written and complete disclosure documents, Raymond James is prepared and ready to serve as your Senior Manager on the public sale of securities. We view the City in a positive Tight, as do the major three rating agencies and we look forward to the opportunity of working on the City's upcoming financing plans. We have consistently provided the City with refunding ideas and updates for the past three years. In this regard, the refunding updates we have summarized below provide the City with refinancing opportunities that should be considered. Bond Structures As a member of the City's current underwriting team, Raymond James has, over the years, presented market and refunding updates to the City. In fact, since June 2012, Raymond James has consistently provided separate updates and presentations to the City and its Financial Advisors. Below we have highlighted several refunding opportunities some of which we have previously presented to the City as recently as March of this year. For purposes of our analysis, we have assumed comparably rated interest rate scales for each refunding as of December 14, 2015. These interest rates are subject to change. We have also assumed costs of issuance for each refunding transaction of $10 per bond. Limited Ad Valorem Tax Bonds For purposes of our analysis, we have utilized tax-exempt interest rates as of December 14, 2015. The Series 2007B and Series 2009 Limited Ad Valorem Tax Bonds were new money bonds issued to fund various capital improvements. $102.3 million of the City's Series 2002 Limited Ad Valorem Tax Bonds were advance refunded in 2007. Series Call Date Maturities Refunded Dated/Delivery Date Final Maturity Refunding Par Refunded Par Arbitrage Yield Escrow Yield Negative Arbitrage All -in TIC Total D/S Avg Annual Net D/S C rash Ssvl ngs a>vv�bgi Net PV Savi n s (%) 6.287% 13.675% 6.577% 10.416% Limited Ad Valorem 2009 1/1/2019 2020-2029 2/16/2016 1/1/2029 $32.200 $32.370 2.651% 1.15% $1.429 2.867% $44.566 $3.461 2007B 1/1/2017 2023 - 2028 2/16/2016 1/1/2028 $44.365 $50.000 2.651% 0.64% $0.893 2.908% $65.486 $ 5.515 2002 Combined 3/17/2016 Various 2017-2021 2017-2029 2/16/2016 2/16/2016 1/1/2021 1/1/2029 $7.495 $84.060 $7.635 $90.005 2.651% 2.651% 0.11% 0.98% $0.017 $2.338 1.904% 2.865% $8.053 $118.105 $1.652 $9.173 However, $7.635 million of the Series 2002 Bonds remain outstanding and can be current refunded on a tax- exempt basis. The City could advance refund the callable Series 2007B and Series 2009 Bonds and current refund the Series 2002 Bonds on a tax-exempt basis and realize present value savings of approximately $9.375 million (discounted at the arbitrage yield) which represents 10.42% of the refunded par amount. This equates to average annual savings of $883,000. Most issuers will establish a slightly higher savings threshold for an advance refunding since post 1992 new money transactions can only be advance refunded once with tax-exempt debt. Typically, issuers will establish a 5.00% and 3.00% present value savings (as a 25 CITY OF MIAMI, FLORIDA percentage of refunded par) target for advance and current refunding transactions, respectively. On a combined basis, the three refunding transactions achieve in excess of 80% efficiency and 4.00 times the amount of negative arbitrage incurred in the escrows. We have utilized State and Local Government Securities (SLGS) for the escrow in each refunding scenario. The table herein summarizes the savings discussed above. Special Obligation Bonds (Street and Sidewalk Improvement Program) The Series 2007 and Series 2009 Special Obligation Bonds were new money bonds issued to fund the cost of acquisition, construction and improvements to certain roadways, streetscapes and sidewalks and to fund a debt service reserve account. The City could advance refund the callable Special Obligation Street and Sidewalk Im )rovement Program) Series CalI Date Maturities Refunded Dated/Del ivery Date Final Maturity Refunding Par Refunded Par Arbitrage Yield Escrow Yield Negative Arbitrage All -in TIC Total D/S Avg Annual Net D/S 2009 1/1/2019 2020-2039 2/16/2016 1/1/2039 $57.115 $55.475 3.213% 1.14% $3.354 3.855% $100.160 $4,379 2007 1/1/2018 2019-2037 2/16/2016 1/1/2037 $63.435 $63.595 3.213% 0.87% $ 2.821 3.572 % $99.987 4.790 Combi ned Various 2019 - 2039 2/16/2016 1/1/2039 $120.550 $119.070 3.213% 1,03% $6.175 3.718% $200.148 8.750 Series 2007 and Series 2009 Net PV Savi nps (%) � _7.884% TTx �y �s8.010% 77.951% Bonds on a tax-exempt basis and realize present value savings of approximately $9.467 million (discounted at the arbitrage yield) which represents 7.95% of the refunded par amount. This equates to average annual savings of $578,000. The Series 2007 and 2009 advance refundings are 61% efficient and the combined level of present value savings is more than 1.50 times the negative arbitrage. Taxable Special Obligation Bonds The Series 2009 Special Obligation Bonds (Taxable Pension) can be advance refunded with taxable debt. The City could advance refund the callable Series 2009 Bonds on a taxable basis and realize present value savings of approximately $343,000 (discounted at the gross yield) which represents 5.378% of the refunded par amount. This equates to average annual savings of $41,000. The Series 2009 advance refunding is 39% efficient and the level of present value savings is only 0.65 times the negative arbitrage. We would recommend that the City continue to monitor the Series 2009 Bonds for a future refinancing. Taxable S )ecial Obli ,ation Series 2009 Call Date 12/1/2019 Maturities Refunded 2020 - 2025 Dated/Delivery Date 2/16/2016 Final Maturity 12/1/2025 Refunding Par $7.885 Refunded Par $6.385 Arbitrage Yield 3.504% Escrow Yield 1.41% Negative Arbitrage $0.532 All -in TIC 3,653% Total D/S $10.067 Avg Annual Net D/S $1.028 Parking System Revenue and Revenue Refunding Bonds Net PV Savings (ice mm_ 5,378 The Series 2009 Parking System Revenue and Revenue Refunding Bonds (Tax -Exempt) were a combination of refunding and new money bonds. The refunding portion of the Series 2009 Bonds current refunded the City's Series 2008 Variable Rate Bonds which in turn current refunded the City's Series 2006 Variable Rate Bonds which were issued to fund various capital projects. As such, the Series 2009 Bonds can be advance refunded with tax-exempt debt. The City could advance refund the callable Series 2009 Bonds on a tax- exempt basis and realize present value savings of approximately $1.613 million (discounted at the arbitrage yield) which represents 2.69% of the refunded par amount. This equates to average annual savings of $97,000. Although we would not recommend moving forward with an advance refunding in the current market, the City should continue to monitor the Series 2009 Bonds for a future refinancing. 26 CITY OF MIAMI, FLORIDA 8. Description of the approach to providing services requested in the solicitation Raymond James will work with the City to develop the optimal plan of finance. We will structure the City's proposed financings taking into consideration available revenue sources and back-up pledges, legal restrictions, internal preferences, and budgetary needs. We analyze various structures available for the new debt, including fixed rate debt (i.e. current interest bonds vs, capital appreciation bonds), variable rate debt, or synthetic structures, if applicable. Additionally, we will analyze the impact of the issuance of new debt on bond covenants, coverage levels, rates or charges and new debt service profile, taking into account any plans for future bond issuance. Raymond James fully understands and appreciates the way the City of Miami conducts its business and how it adheres to its Debt Management Policy. We are fully aware of the multiple parties involved in a City of Miami bond issue and would be committed to working with the City's financing team, including the City's Finance Committee and the City's Financial Advisor. Syndicate Composition. For larger transactions, the City should have a well -constructed underwriting syndicate with a senior manager, possibly a co -senior manager, and two or more co -managers. If the City engages a sole manager on a large transaction, the underwriter will be taking on a significant liability and may not be as aggressive with its initial scale in order to avoid underwriting a large amount of bonds. In addition to spreading around the liability, multiple co -managers can be used in a way such that each underwriter serves a specific purpose or reaches a specific investor base. For mid -sized transactions ($50 - $75 million), the City will probably benefit from having at least two co -managers. Although some underwriters may try to convince the City that they can provide the same execution but would be willing to work at a lower cost for a sole managed transaction, the value that the appropriate co -manager can bring to the table by providing better pricing could far outweigh any decreased costs of issuance the City may receive. Syndicate Management. If the City selects Raymond James as the senior manager and wants to include co - managers, our financing team would assist the City in constructing a priority of orders and designation policy that complements the syndicate composition and brings the City the lowest possible cost of capital available in the marketplace. As senior manager, our goal would be to incentivize maximum participation of the syndicate members and all classes of investors. This approach should lead to a larger, more diversified investor base thereby decreasing the overall cost to the City. In order to achieve optimal utilization of the underwriting team, Raymond James takes a very proactive approach in ensuring the co -managers play an active role in the syndicate through two methods: (1) carefully designing the "Priority Orders" to provide the proper incentive to mobilize each co -managers' resources to ensure orders are garnered by their respective distribution systems, and (2) treating the co -managers fairly in the allocation of bonds based on designation rules outlined prior to pricing. In the event that the City decides to issue a large transaction, we would recommend having a separate retail order period on the day prior to institutional pricing. This strategy can help the transaction gain momentum and establish a pricing base before reaching out to the larger, more sophisticated institutional investors. Designation Policy. To achieve the lowest cost of funds, we believe the best approach is to utilize a net designated allocation method. This priority of orders allows each manager to be rewarded for its efforts in either bringing in orders or contributing to the book manager's efforts with specific investors. Theoretically, this method should compensate each manager based on its sales effort and incentivize underwriters to reach out to more accounts. This sales method creates the most competition for bonds among the underwriters, which will help to decrease the cost of capital for the City. Once again, our team considers this the most effective method to sell the City's bonds regardless of our role in the transaction or the size of the transaction. 27 9. Trade Secrets Exception to Public Records Disclosure No Trade Secrets Exception being requested. CITY OF MIAMI, FLORIDA 28 APPENDIX A FORM G-37 Name of dealer: Raymond James & Assoc„ Inc. Report Period: Third Quarter of 2015 State None State, None I. CONTRIBUTIONS made to issuer officials (listed by state) Complete name, title (including any city/county/state or other political subdivision) of issuer official !MSRB Contributions by each contributor category (Le., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals and non-MFP executive officers). For each contribution, list contribution amount and contributor category (For example, $500 contribution by non-MFP executive officer) If any contribution is the subject of an automatic exemption pursuant to Rule G-37(j), list amount of contribution and date of such automatic exemption. II. PAYMENTS made to political parties of states or political subdivisions (listed by state) Complete name (including any city/county/state or other political subdivision) of political party Payments by each contributor category (i.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals, and non-MFP executive officers). For each payment, list payment amount and contributor category (For example, $500 payment by non-MFP executive officer) FORM G-37 Contribution State See Attachment Reimbursement III. CONTRIBUTIONS made to bond ballot campaigns (listed by state) Official name of bond ballot campaign and jurisdiction (including city/county/state or other political subdivision) for which municipal securities would be issued and the name of the entity issuing the municipal securities II MSRB Contributions, including the specific date the contributions were made, by each contributor category (i.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals and non-MFP executive officers). For each contribution, list contribution amount and contributor category (For example, $500 contribution by non-MFP executive officer) List below any payments or reimbursements, related to any disclosed bond ballot contribution, received by each broker, dealer or municipal securities dealer, municipal finance professional or non-MFP executive officer from any third party, including the amount paid and the name of the third party making such payments or reimbursements. See Attachment FORM G-37 III MSRB IV. ISSUERS with which dealer has engaged in municipal securities business (listed by state) A. Municipal Securities Business State Complete name of issuer and Type of municipal securities business city/county (negotiated underwriting, agency offering, financial advisor, or remarketing agent) See Attachment B. Ballot -Approved Offerings Full issuer name and full issue description of any primary offering resulting from the bond ballot campaign to which each contributor category (Le., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals and non-MFP executive officers) has made a contribution and the reportable date of selection on which the broker, dealer or municipal securities dealer was selected to engage in such municipal securities business. Full Issuer Name See Attachment Full Issue Description Reportable Date of Selection FORM G-37 III MSRB Signature: electronic Date: Oct 30, 2015 Name: SCOTT CASIMIRI Address: 880 Carillon Parkway, St. Petersburg, FL 33716 Phone: 727-567-3804 Submit two completed forms quarterly by due date (specified by the MSRB) to: Municipal Securities Rulemaking Board 1900 Duke Street, Suite 600 Alexandria, VA 22314 Raymond James Bond Ballot Campaign Contributions from 7/1/2015 to 9/30/2015 Contributions Name of Campaign Jurisdiction (Borrower) Issuer State $ Value Contribution Date Category Not Applicable Harris County School District Harris County School District GA 8.50 08/03/15 Prepared campaign brochure draft Not Applicable Harris County School Dlstrlct Harris County School District GA 25.50 08/25/15 Prepared campaign brochure draft Not Applicable Harris County School District Harris County School District GA 17.00 08/26/15 Prepared campaign brochure draft Not Applicable Harris County School District Harris County School Dlstrlct GA 76.50 08/24/15 Prepared campaign brochure draft Not Applicable Harris County School District Harris County School District GA 76.50. 8/20/2015 Prepared campaign brochure draft Not Applicable Harris County School District Harris County School Dlstrlct GA 102.00 8/19/2015 Prepared campaign brochure draft Reimbursements None State Issue RJA Role AL City of Jasper Negotiated Underwriter AL City of Moulton Negotiated Underwriter AL City of Odenville Negotiated Underwriter AL City of Rainsville Negotiated Underwriter AL Lawrence County Board of Education Negotiated Underwriter AL Marbury Water System Negotiated Underwriter AL Satsuma City Board of Education Negotiated Underwriter AL St Clair County Board of Education Negotiated Underwriter AL St Clair County Board of Education Negotiated Underwriter AL The DCH Health Care Authority Negotiated Underwriter AL Vestavia Hills Board of Education Financial Advisor AR Arkansas Development Finance Authority (Baptist Health) Negotiated Underwriter AR City of Rogers Negotiated Underwriter AR Crawford County Educational Facilities Board Placement Agent CA Bellflower Unified School District (Los Angeles County) Negotiated Underwriter CA City of Lathrop Crossroads Assessment District Negotiated Underwriter CA City of Lathrop Reassessment District No. 2015-1 Negotiated Underwriter CA City of Orinda Negotiated Underwriter CA Del Mar Race Track Authority Negotiated Underwriter CA Fresno County - Negotiated Underwriter CA Fresno Unified School District (Fresno County) Negotiated Underwriter CA Hemet Unified School District School Facilities Corporation Negotiated Underwriter CA Los Angeles County Public Works Financing Authority Negotiated Underwriter CA Madera County Placement Agent CA Midpeninsula Regional Open Space District (Counties of Santa Clara, San Mateo and Santa Cruz, California) Negotiated Underwriter CA Santa Cruz County Capital Financing Authority Negotiated Underwriter CA SLO County Financing Authority Negotiated Underwriter CA State of California Negotiated Underwriter CA Successor Agency to the Redevelopment Agency for the County of Riverside Negotiated Underwriter CA Successor Agency to the Redevelopment Agency of the City of San Mateo Negotiated Underwriter CA Trustees of the California State University Negotiated Underwriter CT City of New Haven Negotiated Underwriter CT City of Norwalk Negotiated Underwriter CT City of Stamford Negotiated Underwriter CT Connecticut Housing Finance Authority Negotiated Underwriter CT Town of Hamden Negotiated Underwriter CT Town of Manchester Negotiated Underwriter DC American Geophysical Union Financial Advisor DC Metro Washington Airports Authority Negotiated Underwriter DC United Nations Foundation, Inc. Financial Advisor FL City of Hollywood Placement Agent FL City of Ocala Placement Agent FL Greater Orlando Aviation Authority Financial Advisor FL Hillsborough County Aviation Authority Negotiated Underwriter FL Housing Finance Authority of Pinellas County Negotiated Underwriter FL Housing Finance Authority of Pinellas County Remarketing FL Lake County Negotiated Underwriter FL School Board of Duval County Negotiated Underwriter FL School Board of Hillsborough County Negotiated Underwriter FL School Board of Osceola County Placement Agent FL University of Central Florida Convocation Corporation Negotiated Underwriter FL JEA Negotiated Underwriter FL Miami -Dade County Negotiated Underwriter FL Seminole County Negotiated Underwriter GA Augusta County Negotiated Underwriter GA Bartow County Financial Advisor GA Bartow -Cartersville Joint Development Authority Financial Advisor GA Bartow -Cartersville Second Joint Development Authority Financial Advisor GA City of Cartersville Financial Advisor GA City of Dahlonega Negotiated Underwriter GA City of Rome Recreational Facilities Authority Negotiated Underwriter GA City of Smyrna Financial Advisor GA City of Thomson and McDuffie County Water & Sewer Commission Financial Advisor GA Cobb County -Marietta Water Authority Negotiated Underwriter GA Development Authority of Bartow County Negotiated Underwriter GA Development Authority of Cobb County Negotiated Underwriter GA Development Authority of the Unified Government of Athens -Clarke County Financial Advisor GA Dooly County School District Financial Advisor GA Dougherty County School District Placement Agent GA Gilmer County School District Negotiated Underwriter GA Griffin -Spalding County School System Negotiated Underwriter GA Harris County School District Financial Advisor GA Henry County Development Authority Negotiated Underwriter GA Henry County School District Placement Agent GA Lawrenceville Building Authority Negotiated Underwriter GA South Cobb Redevelopment Authority Financial Advisor GA South Georgia Governmental Services Authority Negotiated Underwriter GA The Carroll Clty-County Hospital Authority Negotiated Underwriter GA Tlft County Hospital Authority Financial Advisor GA Union County Placement Agent ID City of Boise City Negotiated Underwriter IL City of Decatur Negotiated Underwriter IL Hampshire Park District Financial Advisor IL Streamwood Park District Financial Advisor IL The Illinois State Toll Highway Authority Negotiated Underwriter IN Indiana Bond Bank Negotiated Underwriter IN Indiana Bond Bank Financial Advisor IN Indiana Finance Authority (Deaconess Health System) Financial Advisor KY City of Pikeville Negotiated Underwriter KY Kentucky Rural Water Finance Corporation Negotiated Underwriter KY The Turnpike Authority of Kentucky Negotiated Underwriter LA Capital Area Finance Authority Negotiated Underwriter LA City of Lafayette Negotiated Underwriter LA DeSoto Parish School Board Financial Advisor LA Fire Protection District #1 of St. Bernard Parish Financial Advisor LA Lafourche Hospital Service District #1 Financial Advisor LA Louisiana Housing Corporation Negotiated Underwriter LA Louisiana Local Government Environmental Facilities and Community Development Authority Negotiated Underwriter LA Louisiana Public Facilities Authority Negotiated Underwriter LA St. Bernard Parish Financial Advisor LA St. Charles Parish School Board i Financial Advisor LA St. Mary Parish Financial Advisor LA St. Mary Parish School Board Financial Advisor LA Tiger Athletic Foundation Financial Advisor MA Commonwealth of Masschusetts Negotiated Underwriter MA Massachusetts Housing Finance Agency Negotiated Underwriter ME Eastern Maine Healthcare System Financial Advisor ME Maine Health and Higher Educational Facilities Authority Negotiated Underwriter ME Maine State Housing Authority Negotiated Underwriter ME Town of Winslow Negotiated Underwriter MO Monarch -Chesterfield Levee District Negotiated Underwriter MS City of Greenville Placement Agent MS Mississippi Development Bank Negotiated Underwriter MS Mississippi Valley State University Educational Building Corporation Negotiated Underwriter MS The State of Mississippi Negotiated Underwriter NC North Carolina Eastern Municipal Power Agency Negotiated Underwriter NC North Carolina Municipal Power Agency Number 1 Negotiated Underwriter NJ Gloucester County Improvement Authority Negotiated Underwriter NJ New Jersey Educational Facilities Authority Negotiated Underwriter NJ The Board of Education of the Township of Livingston Negotiated Underwriter NJ The Monmouth County Improvement Authority Negotiated Underwriter NY Build NYC Resource Corporation Negotiated Underwriter NY County of Orange Negotiated Underwriter NY County of Schenectady Negotiated Underwriter NY Dormitory Authority of the State of New York Negotiated Underwriter NY East Moriches Union Free School District Negotiated Underwriter NY Metropolitan Transportation Authority Negotiated Underwriter NY New York City Housing Development Corporation Negotiated Underwriter NY New York City Transitional Finance Authority Negotiated Underwriter NY New York Convention Center Development Corporation Negotiated Underwriter NY New York State Environmental Facilities Corporation Negotiated Underwriter NY Onondaga Civic Development Corporation Negotiated Underwriter NY State of New York Mortgage Agency Negotiated Underwriter NY The City of New York Negotiated Underwriter OH Cleveland -Cuyahoga County Port Authority Negotiated Underwriter OH State of Ohio Negotiated Underwriter OK Oklahoma City Public Property Authority Negotiated Underwriter OK Oklahoma Housing Finance Agency Negotiated Underwriter OK Oklahoma Housing Finance Agency Remarketing PA Lehigh Valley Health Network Financial Advisor RI State of Rhode Island and Providence Plantations Negotiated Underwriter RI Town of North Kingstown Negotiated Underwriter SC City of Columbia Remarketing SC City of Woodruff Negotiated Underwriter SC Colleton County Financial Advisor SC Piedmont Municipal Power Agency Negotiated Underwriter TN City of Chattanooga Negotiated Underwriter TN City of Kingsport Financial Advisor TN City of Paris (Paris Board of Public Utilities) Financial Advisor TN Sevier County Negotiated Underwriter TN The Health, Educational and Housing Facility Board of the County of Knox Negotiated Underwriter TN The Health, Educational and Housing Facility Board of the County of Knox Remarketing TN The West Cumberland Utility Dlstrlct of Cumberland and White Counties Negotiated Underwriter TX Aledo Independent School District Negotiated Underwriter TX Anson Independent School District Negotiated Underwriter TX Arlington Independent School District Negotiated Underwriter TX Blackwell Consolidated Independent School District Negotiated Underwriter TX Brazosport Water Authority Negotiated Underwriter TX Bullard Independent School District Negotiated Underwriter TX Burton Independent School District Negotiated Underwriter TX Chillicothe Independent School District Negotiated Underwriter TX City of Baytown Negotiated Underwriter TX City of Cockrell Hill Negotiated Underwriter TX City of Edinburg Negotiated Underwriter TX City of El Paso Negotiated Underwriter TX City of Forney Negotiated Underwriter TX City of Hurst Negotiated Underwriter TX City of Lewisville Negotiated Underwriter TX City of McKinney Negotiated Underwriter TX City of San Antonio Negotiated Underwriter TX City of South Padre Island Negotiated Underwriter TX City of Temple Negotiated Underwriter TX City of Weatherford Negotiated Underwriter, Negotiated Underwriter TX City of White Settlement TX Clint Independent School District (El Paso County) Negotiated Underwriter TX Comal Independent School District Negotiated Underwriter TX Corpus Christi Independent School District (Nueces and San Patricio Counties) Negotiated Underwriter TX Crowley Independent School District (Tarrant and Johnson Counties) Negotiated Underwriter TX Dallas Independent School District Negotiated Underwriter TX Decatur Independent School District (Wise County) Negotiated Underwriter TX Denton County Negotiated Underwriter TX Denton Independent School District (Denton County) Negotiated Underwriter TX Dimmitt Independent School District Negotiated Underwriter TX Eagle Mountain -Saginaw Independent School District (Tarrant County) Negotiated Underwriter TX Eanes Independent School District (Travis County) Negotiated Underwriter TX Galena Park Independent School District Negotiated Underwriter TX Galveston County Municipal Utility District No, 43 Negotiated Underwriter TX Gorman Independent School District Negotiated Underwriter TX Granbury Independent School District Negotiated Underwriter TX Hamlin Independent School District Negotiated Underwriter TX Harris County Negotiated Underwriter TX Howard County Negotiated Underwriter Raymond James Ballot Approved Offerings from 7/1/15 to 9/30/15 Issuer Name State Issue Description • Date of Selection Dooly County School District GA General Obligation (Sales Tax) Bonds, Series 2015 07/19/14 State of Florida Department of State I certify from the records of this office that RAYMOND JAMES & ASSOCIATES, INC. is a corporation organized under the laws of the State of Florida, filed on February 19, 1969. The document number of this corporation is 341815. I further certify that said corporation has paid all fees due this office through December 31, 2015, that its most recent annual report/uniform business report was filed on April 12, 2015, and that its status is active. I further certify that said corporation has not filed Articles of Dissolution. Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capital, this the Fifteenth day of December, 2015 Otteosi Secretary of State Tracking Number: CU2689195374 To authenticate this certificate,visit the following site,enter this number, and then follow the instructions displayed. https://services.sun biz.org/Filings/CertifiicateOfstatus/CertificateAuthentication Web CRD Organization Registration Status History [User Name: oheredia, OrgID: 705] Page 1 of 1 Organization Registration Status History Organization CRD Number: 705 Organization Name: RAYMOND JAMES & ASSOCIATES, INC. Organization SEC Number: 8-10999 Applicant Name: RAYMOND JAMES & ASSOCIATES, INC. yiew IA. FteVarli SRO/SEC/Jurisdiction Registration Status ;Status Effective Date Changed By , Florida , APPROVED , 04/27/1983 CNVRN © 2015 FINRA. All rights reserved. FINRA is a registered trademark of the Financial Industry Regulatory Authority, Inc. Privacy I Legal Terms & Conditions Tw Lin https://erd.finra.org/OPM/voi/ord_opm_voi_OrgRegStatusHist.aspx?ORG JK---705&OR... 12/15/2015 Web CRD - Organization Registration Status History [User Name: oheredia, OrgID: 705] Page 1 of 1 Organization Registration Status History Organization CRD Number: 705 Organization Name: RAYMOND JAMES & ASSOCIATES, INC. Organization SEC Number: 8-10999 Applicant Name: RAYMOND JAMES & ASSOCIATES, INC. View IA Record SRO/SEC/Jurisdiction Registration Status j Status Effective Date I Changed By FINRA APPROVED 108/21/1964 CNVRN 0 2015 FINRA. All rights reserved, FINRA is a registered trademark of the Financial Industry Regulatory Authority, Inc. Privacy Legal Terms & Conditions Tw Lin https://erd.finra.org/OPM/voi/crd_opm_voi_OrgRegStatusHistaspx?ORG_PK=705&OR... 12/15/2015 FORM X-17A-5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION FOCUS REPORT (FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORT) PART II 11 Status: Accepted (Please read instructions before preparing Form) This report is being filed pursuant to (Check Applicable Block(s)): 1) Rule 17a-5(a) X 16 2) Rule 17a-5(b) 4) Special request by designated examining authority 17 19 3) Rule 17a-11 5) Other n 26 18 NAME OF BROKER -DEALER RAYMOND JAMES & ASSOCIATES, INC. ADDRESS OF PRINCIPAL PLACE OF BUSINESS (Do not use P.O. Box No.) 880 CARILLON PARKWAY (No. and Street) ST. PETERSBURG (City) 13 SEC. FILE NO. 8-10999 FIRM ID NO. 705 1751 FOR PERIOD BEGINNING (MM/DD/YY) 10/01/15 24 AND ENDING (MM/DD/YY) 21 FL 22 33716 123 10/31/15 25 (State) (Zip Code) NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS REPORT(Area code) -Telephone No. Terry Flass 30 (727)567-4170 NAME(S) OF SUBSIDIARIES OR AFFILIATES CONSOLIDATED IN THIS REPORT 32 33 35 36 37 38 39 34 OFFICIAL USE DOES RESPONDENT CARRY ITS OWN CUSTOMER ACCOUNTS ? YES CHECK HERE IF RESPONDENT IS FILING AN AUDITED REPORT X 40 NO 41 42 EXECUTION: The registrant/broker or dealer submitting this Form and its attachments and the person(s) by whom it is executed represent hereby that all information contained therein is true, correct and complete. It is understood that all required items, statements, and schedules are considered integral parts of this Form and that the submisson of any amendment represents that all unamended items, statements and schedules remain true, correct and complete as previously submitted. Dated the day of 20 Manual Signatures of: 1) 2) 3) Principal Executive Officer or Managing Partner Principal Financial Officer or Partner Principal Operations Officer or Partner ATTENTION - Intentional misstatements or omissions of facts constitute Federal Criminal Violations. (See 18 U.S,C. 1001 and 15 U.S.C. 78:f (a) ) FINRA FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORT PART II Status: Accepted BROKER OR DEALER RAYMOND JAMES & ASSOCIATES, INC. N 2 STATEMENT OF FINANCIAL CONDITION 1. Cash 2. Cash segregated in compliance with federal and other regulations ......... 3, Receivable from brokers or dealers and clearing organizations: A. Failed to deliver: 1. Includable in "Formula for Reserve Requirements" 2.Other B. Securities borrowed: 1. Includable in "Formula for Reserve Requirements" 2. Other C. Omnibus accounts: 1. Includable in "Formula for Reserve Requirements" 2. Other D. Clearing Organizations: 1.Includabie in "Formula for Reserve Requirements" 2.Other E. Other 4. Receivables from customers: A. Securities accounts: 1. Cash and fully secured accounts 2. Partly secured accounts 3. Unsecured Accounts B. Commodity accounts C. Allowance for doubtful accounts 5. Receivables from non -customers: A. Cash and fully secured accounts . B. Partly secured and unsecured accounts 6. Securities purchased under agreements to resell 7. Securities and spot commodities owned, at market value: A. Banker's acceptances, certificates of deposit and commercial paper B. U.S. and Canadian government obligations C. State and municipal government obligations D. Corporate obligations ASSETS as of (MM/DD/YY) 10/31/15 SEC FILE NO. 8.10999 Allowable Nonallowable 799,540,782 2,936,782,306 12,102,534 16,305,355 17,074,448 12001 12101 1220 12301 12401 Consolidated Unconsolidated Total $ 799,540,782 2,936,782,306 28,407,889 113,459,422 12501 130,533,870 0 260 0 270 0 310 280 2,247,541 12901 2,247,541 162,460,878 13001 $ 1,857,573,668 6,919,887 13201 1,626,609 127,724 15,122,244 0 330 0 0 )13351 ( 961,962 0 310,390,206 25,141,043 237,447,119 225,149, 930 149,685,776 340 13501 1360 13701 1380 390 4001 550 560 570 580 162,588,602 399,951)15901 1,880,842,457 100 99 1198 1991 750 17601 770 7801 790 800 1810 820 0 600 961,962 1E51 01605 310,390,206 Page 1 OMIT PENNIES 1840 FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORT PART II Status: Accepted BROKER OR DEALER as of RAYMOND JAMES & ASSOCIATES, INC. 10/31/15 E. Stocks and warrants F. Options G. Arbitrage H. Other securities I. Spot Commodities STATEMENT OF FINANCIAL CONDITION J.Total inventory - includes encumbered securities of $ 246,710,381 8. Securities owned not readily_marketable' A. At Cost $ 6,357,732 9. Other investments not readily marketable: $ 6,465,418 B. At estimated fair value 10. Securities borrowed under subordination agree- ments and partners' individual and capital securities accounts, at market value:. A. Exempted securities ... , $ 0 B. Other $ 0 11. Secured demand notes - market value of collateral: A. Exempted securities $ 0 B. Other $ 0 12. Memberships in exchanges: A. Owned, at market value $ 0 B. Owned at cost C. Contributed for use of company, at market value 13. Investment in and receivables from affiliates, subsidiaries and associated partnerships 14. Property, furniture, equipment, leasehold improvements and rights under lease agreements: At cost (net of accumulated depreciation and amortization) 15. Other Assets: A. Dividends and interest receivable B. Free shipments C, Loans and advances D. Miscellaneous E. Collateral accepted under SFAS 140 F. SPE Assets ASSETS (continued) Allowable 3,223,547 132 0 14101 4201 1422 45,701 0 14241 1430 4401 0 14501 16. TOTAL ASSETS 1120 1301 11401 11501 1160 1170 1180 11901 0 14601 Nonallowable $ Total 640,693,248 18501 6,538,55216101 6,538,552 860 6,465,418 1620 6,465,418 0 630 0 0 4701 0 0 33,019,031 3,663,891 1480 14901 1500 0 0 510 15201 50, 074,799 530 15361 15371 1640 1650 16601 0 8701 880 189o1 1900 11,760,8831670 11,760,883 F1-01 185,984,302 L680 3,133,166 0 16901 7001 368,516,765 521,776,422 1710 17201 $ 6,963,269,958 540 $ 1,120,652,1341740 $ Page 2 219,003,333 920 947,165,043 930 8,083,922,092 OMIT PENNIES 19401 FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORT PART II 1Status: Accepted 1 BROKER OR DEALER RAYMOND JAMES & ASSOCIATES, INC. as of 10/31/15 STATEMENT OF FINANCIAL CONDITION LIABILITIES AND OWNERSHIP EQUITY Liabilities 17. Bank loans payable: A. Includable in "Formula for Reserve Requirements" B. Other 18. Securities sold under repurchase agreements. 19. Payable to brokers or dealers and clearing organizations: A. Failed to receive: 1. Includable in "Formula for Reserve Requirements" 2. Other B. Securities loaned: 1. Includable in "Formula for Reserve Requirements" 2. Other C. Omnibus accounts:. 1. Includable in "Formula for Reserve Requirements" 2. Other D. Clearing organizations: 1. Includable in "Formula for Reserve Requirements" 2. Other E. Other 20. Payable to customers: A. Securities accounts - including free credits of $ 3,724,342,380 B. Commodities accounts 21. Payable to non customers: ... .... . A. Securities accounts B. Commodities accounts 22. Securities sold not yet purchased at market value - including arbitrage of $ 23. Accounts payable and accrued liabilities and expenses: A. Drafts payable . •. . ............ B. Accounts payable C. Income taxes payable D. Deferred income taxes E. Accrued expenses and other liabilities . F. Other G. Obligation to return securities H. SPE Liabilities 950 A.I. Non-A.I. Liabilities * Liabilities * 1030 1040 1050 1060 1070 1080 1090 1240 1250 1260 1270 1280 1290 I10951 1100 1105 1110 1120 960 1130 1140 1150 1160 1170 1180 1200 1300 1310 1320 1330 1340 1350 1360 1370 1380 13861 1387 Total 6 099 248 1460 90,000,000 247,730,061 38,437,782 25,689,854 489,742,554 73,072,974 1470 1480 1490 1500 1510 1520 1530 0 5,376,270 0 1540 1550 11560 78,488 980 3,793,682,859 0 4,059,662 0 206,279 726 0 1570 1580 1590 1600 1610 1620 1630 769,703,780 0 1640 1650 0 1660 374,303,900 134,587,395 1670 1680 1686 1687 OMIT PENNIES *Brokers or Dealers electing the alternative net capital requirement method need not complete these columns. Page 3 Status: Accepted FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORT PART II BROKER OR DEALER RAYMOND JAMES &ASSOCIATES, INC. as of 10/31/15 STATEMENT OF FINANCIAL CONDITION LIABILITIES AND OWNERSHIP EQUITY (continued) A.I. Non-A.I. Liabilities Liabilities * Liabilities * 24. Notes and mortgages payable: A. Unsecured $ B. Secured 25. Liabilities subordinated to claims of general creditors: A. Cash borrowings: 1. from outsiders $ 2. Includes equity subordination(15c3-1(d)) of $ 0970 0980 B. Securities borrowings, at market value: from outsiders C. Pursuant to secured demand note collateral agreements: 0990 1. from outsiders $ 2. Includes equity subordination(15c3-1(d)) of......... D. Exchange memberships contributed for use of company, at market value E. Accounts and other borrowings not qualified for net capital purposes 26. TOTAL LIABILITIES 1000 1010 Ownership Equity 1210 1211 1220 11230 Total 0 1390 37,364,771 1400 1410 1420 1430 1440 1450 0 0 0 0 0 1690 1700 1710 1720 1730 1740 1750 6,374,619,816 27. Sole proprietorship $ 0 28. Partnership - limited partners ..............$ 0 29. Corporation: A. Preferred stock 0 B. Common stock 108,350 C. Additional paid- in capital 886,937,317 D. Retained Earnings 822,256,609 E. Total 1,709,302,276 F. Less capital stock in treasury ( 0 ) 30.TOTAL OWNERSHIP EQUITY $ 1,709,302,276 11760 1020 31. TOTAL LIABILITIES AND OWNERSHIP EQUITY $ 8,083,922,092 OMIT PENNIES * Brokers or Dealers electing the alternative net capital requirement method need not complete these columns. Page 4 11770 117801 1791 117921 1793 1794 1795 17961 I18001 1810 FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORT PART II Status: Accepted BROKER OR DEALER RAYMOND JAMES & ASSOCIATES, INC. as of 10/31/15 COMPUTATION OF NET CAPITAL 1. Total ownership equity (from Statement of Financial Condition - Item 1800) 2. Deduct: Ownership equity not allowable for Net Capital 3. Total ownership equity qualified for Net Capital 4. Add: A. Liabilities subordinated to claims of general creditors allowable in computation of net capital 0 B. Other (deductions) or allowable credits (List) 5. Total capital and allowable subordinated liabilities $ 1,709,302,276 6. Deductions and/or charges: A. Total non -allowable assets from Statement of Financial Condition (Notes B and C), $ 1,120,652,134 1. Additional charges for customers' and non -customers' security accounts 2. Additional charges for customers' and non -customers' commodity accounts B. Aged fail -to -deliver: 476,544 1. number of items 75 C. Aged short security differences -less reserve of $ 5,449,510 number of items 49 D. Secured demand note deficiency .................. .... E. Commodity futures contracts and spot commodities - proprietary capital charges 165,975 F. Other deductions and/or charges 1,749,589 G. Deductions for accounts carried under Rule 15c3-1(a)(6), (a)(7) and (c)(2)(x) H.Total deductions and/or charges ( 1,174,446,953) 7, Other additions and/or allowable credits (List) 8. Net Capital before haircuts on securities positions $ 534,855,323 9. Haircuts on securities: (computed, where applicable, pursuant to 15c3-1(f)): A. Contractual securities commitments .. $ 4,026,710 B. Subordinated securities borrowings C. Trading and investment securities: 1. Bankers' acceptances, certificates of deposit and commercial paper 588,643 2. U.S. and Canadian government obligations 9,011,073 3. State and municipal government obligations 13,460,977 4. Corporate obligations 33,734,105 5. Stocks and warrants 1,282,108 6. Options 66 7. Arbitrage 8. Other securities 74 D. Undue concentration 0 E. Other (List) 3,341,793 3736 ( 65,445,549 ) 10. Net Capital $ 469,409,774 $ 1,709,302,276 3540 45,953,201 35501 3450 3460 3470 3560 3570 3580 3590 3600 3610 3615 3480 3490 3500 3520 3525 3530 3660 3670 3680 3690 3700 3710 3720 3730 13732 3734 3650 3620 3630 3640 Page 5 1,709,302,276 OMIT PENNIES 3740 3750 Status: Accepted FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORT PART II BROKER OR DEALER RAYMOND JAMES & ASSOCIATES, INC. as of 10/31/15 COMPUTATION OF BASIC NET CAPITAL REQUIREMENT Part A 11. Minimal net capital required (6-2/3% of line 19) $ 12. Minimum dollar net capital requirement of reporting broker or dealer and minimum net capital requirement of subsidiaries computed in accordance with Note (A) $ 13. Net capital requirement (greater of line 11 or 12) $ 14. Excess net capital (line 10 less 13) 15. Net capital less greater of 10% of line 19 or 120% of line 12 COMPUTATION OF AGGREGATE INDEBTEDNESS 16. Total A,I. liabilities from Statement of Financial Condition 17. Add: A. Drafts for immediate credit $ 3800 B. Market value of securities borrowed for which no equivalent value is paid or credited C. Other unrecorded amounts (List) $ 18. Deduct: Adjustment based on deposits in Special Reserve Bank Accounts(15c3-1(c)(1)(vii)) 38101 $ 3756 3758 3760 3770 3780 3790 3820 $ 19. Total aggregate indebtedness $ 20. Percentage of aggregate indebtedness to net capital (line 19 divided by line 10) 21. Percentage of aggregate Indebtedness to net capital after anticipated capital withdrawals (line 19 divided by line 10 less item 4880 page 12) Part B 22. 2% of combined aggregate debit items as shown in Formula for Reserve Requirements pursuant to Rule 15c3-3 prepared as of the date of net capital computation including both brokers or dealers and consolidated subsidiaries' debits $ 23. Minimum dollar net capital requirement of reporting broker or dealer and minimum net capital requirement of subsidiaries computed in accordance with Note(A) $ 24. Net capital requirement (greater of line 22 or 23) $ 25. Excess net capital (line 10 less 24) $ 26. Percentage of Net Capital to Aggregate Debits (line 10 divided by line 18 page 8) 27. Percentage of Net Capital, after anticipated capital withdrawals, to Aggregate Debits item 10 less Item 4880 page 12 divided by line 17 page 8) 28. Net capital in excess of the greater of: 5% of combined aggregate debit items or 120% of minimum net capital requirement $ 3830 COMPUTATION OF ALTERNATE NET CAPITAL REQUIREMENT OTHER RATIOS Part C 29. Percentage of debt to debt -equity total computed in accordance with Rule 15c3-1 (d) %o 30. Options deductions/Net Capital ratio (1000% test) total deductions exclusive of liquidating equity under Rule 15c3-1(a)(6), (a)(7) and (c)(2)(x) divided by Net Capital NOTES: (A) The minimum net capital requirement should be computed by adding the minimum dollar net capital requirement of the reporting broker dealer and, for each subsidiary to be consolidated, the greater of: 1. Minimum dollar net capital requirement, or 2. 6-2/3% of aggregate indebtedness or 2% of aggregate debits if alternate method is used. (B) Do not deduct the value of securities borrowed under subordination agreements or secured demand notes covered by subordination agreements not in satisfactory form and the market values of memberships in exchanges contributed for use of company (contra to item 1740) and partners' securities which were included in non -allowable assets. (C) For reports filed pursuant to paragraph (d) of Rule 17a-5, respondent should provide a list of material non -allowable assets. 10/85 Page 6 3838. 3840 3850 3853 39,379,220 1,000,000 39,379,220 430,030,554 23.84 3870 3880 3760 3910 3851 21.31 3854 370,961,724 0.00 3920 3860 0.00 3852 APPENDIX B APPENDIX B - Raymond James' Trades of the City's Bonds, 2012 -'yam ' Present T �' x Y + '� - i- F4 4_ t •. - 12/09/15 593372AC9 07/01/39 PARKING REV BDS S 1 $15,000 12/08/15 593372AC9 07/01/39 PARKING REV BDS S R $15,000 11/18/15 593461AW6 10/01/39 REV REF BDS _. B ___ R _,.__.� _._ _$10,000 11/18/15 593461AW6 10/01/39 REV REF BDS S R $10,000 11/16/15 01/01/18 SPLOBLIG BDS S R $10,000 10/30/15 �593490JK2 593490JS5 01/01/29 SPL OBLIG BDS B R $5,000 yN 10/30/15 593490JS5 01/01/29 SPL OBLIG BDS ._.__.. _._._.__.._._._ a__._... S R $5,000 _ 10/27/15 593372AA3 07/01/30 PARKING REV BDS Rm___ __._ $35,000 10/27/15 593372AA3 07/01/30 PARKING REV BDS S R $25,000 10/26/15 593388457 01/01/20 TAX BDS B R $120,000 10/26/15 5933884S7 TAX BDS S R $20,000 w 10/26/15 _ 593469BU2 _r_01/01/20 12/01/23 _ �_ REF REV BDS B R $15,000 _ 10/15/15 5933884E8 01/01/27 TAX BDS B R $15,000 R $10,000 10/15/15 593372AA3 07/01/30 PARKING REV BDS B 10/14/15 5933884E8 01/01/27 TAX BDS 5 R $15,000 `10/14/15 593372AA3m 07/01/30 PARKING REV BDS _..M___. S vmm R _Amm_ $10,000 10/09/15 593469BW8 _r__. 12/01/18 REF REV BDS S R $10,000 ____09/09/15 593372AC9 07/01/39 PARKING REV BDS B R $60,000 R _W $20,000 09/04/15 593461AU0 10/01/34 REV REF BDS _ _ 09/02/15 593461AU0 10/01/34 REV REF BDS S R �_ $20,000 08/07/15 593490KC8 02/01/24 SPEC OBLIG REV REF BDS B R $50,000 08/04/15 593490KC8 02/01/24 SPEC OBLIG REV REF BDS S R $50,000 07/30/15 593490JH9 01/01/16 SPL OBLIG BDS B R $75,000 07/28/15 593490JH9 01/01/16 SPL OBLIG BDS S R $75,000 07/23/15 593372AB1 07/01/35 PARKING REV BDS B R $15,000 07/15/15 593490HU2 01/01/28 SPL OBLIG BDS B R _._ __. $15,000 07/15/15 593490HU2 01/01/28 SPLOBLIG BDS S R $15,000 07/15/15 593490JM8 01/01/20 SPL OBLIG BDS B R $50,000 07/15/15 593490JM8 01/01/20 SPL OBLIG BDS S R $50,000 07/07/15 593461AN6 10/01/26 REV REF BDS B R $25,000 07/07/15 593461AN6 10/01/26 REV REF BDS S R $25,000 07/01/15 593372AC9 07/01/39 PARKING REV BDS B R $40,000 07/01/15 593372AC9 07/01/39 PARKING REV BDS S R_y $40,000 06/29/15 5933884P3 01/01/24 TAX BDS B R $10,000 06/26/15 5933884P3 01/01/24 TAX BDS S R $10,000 06/22/15 593469BU2 12/01/23 REF REV BDS B R $10,000 06/17/15 593469BU2 12/01/23 REF REV BDS S R $10,000 06/12/15 593372AA3 07/01/30 PARKING REV BDS B R $20,000 06/11/15 593372AA3 07/01/30 PARKING REV BDS S R $20,000 05/28/15 593490JT3 01/01/34 SPL OBLIG BDS B R $20,000 05/27/15 593372AA3 07/01/30 PARKING REV BDS B R $40,000 05/27/15 593372AA3 07/01/30 PARKING REV BDS S R $40,000 05/26/15 m 593490JT3 01/01/34 SPLOBLIG BDS ry S R $20,000 05/26/15 593372AD7 07/01/27 PARKING REV BDS S R $15,000 05/26/15 593372AD7 mm PARKING REV BDS _ ^ _ _ W S l µ $15,000 W 05/22/15 5933884Q1 _07/01/27 01/01/25 TAX BDS B R $20,000 05/20/15 5933884Q1 01/01/25 TAX BDS B I $20,000 05/14/15 593490HX6 01/01/37 SPLOBLIG BDS B R $10,000 05/14/15 593490HX6 01/01/37 SPL OBLIG BDS S R $10,000 05/12/15 593469BT5 12/01/25 REF REV BDS S 1 $10,000 05/11/15 593469BT5 12/01/25 REF REV BDS _ S R _ _T $10,000 05/04/15 5933884G3 01/01/28 TAX BDS . B_. __.__. R____ .._ _ . $10,000 04/30/15 593461AQ9 10/01/27 REV REF BDS $15,000 04/29/15 5933884G3 01/01/28 1MfM TAX BDS wy S R $10,000 04/29/15 593461AQ9 10/01/27 REV REF BDS B I $15,000 04/28/15 593469BU2 12/01/23 REF REV BDS S I $5,000 04/27/15 593469BU2 12/01/23 REF REV BDS S R $5,000 04/22/15 593490HX6 01/01/37 SPLOBLIG BDS B R $55,000 04/21/15 593490HX6 01/01/37 SPL OBLIG BDS _ $55,000 1 APPENDIX B .Raymond James' Tr idc s of the City tiBonc s, 2012 Present ' -,` ' -...---, t .. R r 04/13/15 _ Ct 1P Y 5933884P3�£ w wttY , ta 01/01/24 _ t 5P�uy _ ... „ ` TAX BDS $5,000 I� 04/13/15�__L 5933884P3 01/01/24 TAX BDS S R $5,000 03/27/15 593490HX6 T 01/01/37 SPL OBLIG BDS . _.__. .._..._._.._._. _ _. B R_._....____. $15,000 _ _,f$30,000 03/26/15 593372AD7 07/01/27 PARKING REV BDS m..__.__.. _.__. WB __. R 03/25/15 593490HX6 _..__. 01/01/37 SPL OBLIG BDS B I ____,___ ��___ $15,000 03/18/15 [_ 593461AG1 10/01/21 1REV _ REF BDS B_ .._ R._.__ __- --. $15,000 _„_, 03/06/15 593461AG1 10�01/21 REV REF BDS S R $15,000 mm03/04/15 J 593461AT3 10/01/34 REV REF BDS B R $10,000 03/04/15 593461AT3 1 10/01/34 REV REF BDS M S R $10,000 I $10,000 03/02/15 593469BW8 12/01/18 REF REV BDS S __.__..02/27/15._.., 02/26/15 593469BW8 593372AD7 12/01/18 07/01/27 mm REF REV BDS T B R._v.__._ R $10,000 _ $10,000 PARKING REV BDS 02/26/15 593372AD7 07/01/27 _._ PARKING REV BDS p S.,__ _ R __.____� _ $10,0000 02/25/15 5933885M9 01/01/25 LTD TAX BDS_ _ _.___ w_ ___ -_ S __ R_._ ._ $20,000 02/20/15 5933885M9 01/01/25 LTD TAX BDS B R $15,000 02/20/15v 5933885M9 01/01/25� LTD TAX BDS S R $15,000 02/06/15 5933885H001/01/21 m _..._ LTD TAX BDS_ � R _ $10,000 02/06/15 5933885HO T 01/01/21 LTD TAX BDS 5 R p A _. $10,000 01/14/15 5933885H0 01/01/21 ..__ LTD TAX BDS _�__.,__„_ __,_ _ B RM�_� $10,000 01/14/15 5933885H0 01/01/21 _ _._ _ wM t _ LTD TAX BDS S R $10,000 01/06/15 593490HX6 01/01/37 SPL OBLIG BDS B R $10,000 �. $10,000_, 01/06/15_ _ 593490HX6 y01/01/37 SPL OBLIG S G BDS _ ._____._..._.._„___...__W___._ ._ _� ,.._... S �__ I _ N 12/12/14 593469BU2 12/01/23 REF REV BDS S $5,000 T 12/12/14 593469BU2 12/01/23 REF REV BDS ______ S __ R _ -- _.-$5,000 wmm�11/28/14 593490KG9 02/01/28 SPEC OBLIG REV REF BDS B R _.._ $15,000 �mm SPEC OBLIG REV REF BDS R $15,000 11/28/14 593490KG9 02/01/28 S 11/21/14 5933884G3 01/01/28 TAX BDS B R $300,000 11/21/14 5933884G3 01/01/28 TAX BDS S R $300,000 11/17/14 5933883U3 01/01/18 TAX BDS B R $20,000 11/17/14 5933883U3 01/01/18 TAX BDS S R $20,000 11/14/14 593490KJ3 02/01/30 SPEC OBLIG REV REF BDS B R $30,000 11/14/14 593490KJ3 02/01/30 SPEC OBLIG REV REF BDS S R __$30,000 11/12/14 5933883U3 01/01/18 TAX BDS BT R $20,000 11/10/14 _.._ 10/31/14_ 5933883U3 593461AV8 r 01/01/18 10/01/39 TAX BDS _._..__.� B S I I $20,000 $25,000 REV REF BDS mmm 10/30/14 593461AV8 _ 10/01/39 '01/01/22 REV_ REF BDS AT B I $25,000 10/07/14 5933885J6 LTD TAX BDS B R a $10,000 10/07/14 5933885J6 01/01/22 ___ �.. _.__ ___ _ LTD TAX BDS S R $10,000 09/30/14 593490HV0 01/01/30 SPL OBLIG BDS B R $100,000 09/29/14 593490HV0 01/01/30 SPL OBLIG BDS B R $150,000 09/29/14 593490HV0 01/01/30 SPL OBLIG BDS mm B I $250,000 $100,000 09/11/14 593490HF5 01/01/15 SPL OBLIG BDS B R 09/10/14 593490HF5 01/01/15 SPL OBLIG BDS S--- _ R ._ ... ___.._ $100,000. 09/08/14 593461AT3 10/01/34 REV REF BDS B $115,000 09/08/14 593461AT3 10/01/34 REV REF BDS B R _$115,000 09/04/14_ 593490JS5 01/01/29� SPL OBLIG BDS �__ _ B R a___m� __ $25,000 09/04/14 593372AD7 _ 07/01/27 _ _ _-__ .._. _ PARKING REV BDS S 1 $40,000 09/03/14 593490JS5 01/01/29 SPL OBLIG BDS S R $25,000 09/02/14 593372AD7 07/01/27 PARKING REV BDS B R $20,000 08/29/14 593372AD7 07/01/27 PARKING REV BDS __ S R $60,000 $100,000 08/27/14 593372ADT _ 07/01/27 PARKING REV BDS B R 08/26/14 5933885J6 01/01/22 LTD TAX BDS ___ $30,000 08/26/14 593372AD7 07/01/27 TPARKING REV BDS B I $100,000 S $30,000 08/22/14 5933885J6 01/01/22 LTD TAX BDS R �_, 08/12/14 593490JU0 01/01/39 SPL OBLIG BDS 5 I $100,000 08/11/14 593490JU0 01/01/39 SPL OBLIG BDS S R $100,000 08/05/14 593490KC8 02/01/24 SPEC OBLIG REV REF BDS B R $50,000 08/04/14 593490KC8 02/01/24 SPEC OBLIG REV REF BDS S R $50,000 07/22/14 593372A81 07/01/35 PARKING REV BDS _ q__m B _ R $25,000 2 APPENDIX B Raymond James' Trades of the City's Bonds 2012 Present R 593372AB1 07/22/14 S 07/01/35 PARKING REV BDS $25,000 07/17/14 _ 5933885J6 01/01/22 LTD TAX BDSm _mm _, _ B__ _ R _ _ $25,000 07/17/14 593372AD7 07/01/27 PARKING REV BDS B R $85,000 07/16/14 L5933885J6 J 01/01/22 LTD TAX BDS .._ _,.. p_... .__ __.., _. _. _ _. .S ._._.._. ____._. R _._ _.__._._.. _ $25,000 07/16/14 593372AD7 07/01/27 PARKING REV BDS $85 000 r..._ _� 07/11/14 593490JT3 01/01/34 B ..__. _ R .___ $30,000 SPL OBLIG BDS ._.a_ 07/11/14 593372A07 07/01/27 _,.. PARKING REV BDS B R $100,000 07/11/14 593372AD7 07/01/27 PARKING REV BDS R eT� ____._ _m._ ____ R ....__.._ $100,000 07/10/14 593490JT3 01/01/34 SPL OBLIG BDS B I $30,000 mm 06/13/14 593469BW8 12/01/18 REF REV BDS __ w - _ B R mm $125,000 06/12/14 593469BW8 12/01/18 REF REV BDS_._ Bm I $150,000 _ 06/12/14 593469BW8 12/01/18 REF REV BDS B R $25,000 06/09/14 593461AY2 10/01/17 REV REF BDS m B R ___ ®_._,. $125,000 06/09/14 593461AY2 IM 10/01/17 REV REF BDST B I �„�$125,000 06/04/14 593461AW6 10/01/39 REV REF BDS B R $250,000 06/04/14 593461AW6 10/01/39 REV REF BDS S R $250,000 05/29/14 593469BW8 12/01/18 REF REV BDS S R $10,000 05/29/14 593469BW8 12/01/18 REF REV BDS B R $10,000 05/02/14 593372AD7 07/01/27 PARKING REV BDS ..___ B.. R $25,000 05/02/14 593372AD7 _ 07/01/27 __ PARKING REV BDS _. .___.. �a S R $25,000 04/29/14 593461AG1 10/01/21 REV REF BDS B R $200,000 04/29/14 _.W. 593461AG1 ^ _ __ 10/01/21 REV REF BDS. _ m .___ S R _ ._ $200,000 04/17/14 593469BW8 12/01/18 REF REV BDS S R $10,000 04/17/14 593469BW8 12/01/18 REF REV BDS S I _ $10,000 03/28/14 5933885J6_ 01/0122 LTD TAX BDSw B R $25,000 03/28/14 ' 5933885J6 01/01/22 LTD TAX BDS _.. ... � S R $25,000 03/28/14 593388X30 09/01/14 G.O. REF BDS ._._.. B R $10,000 03/27/14 593469BU2 12/01/23 REF REV BDS B R $25,000 03/27/14 593469BU2 12/01/23 REF REV BDS S R $25,000 03/26/14 593469BW8 12/01/18 REF REV BDS S R $15,000 03/26/14 593469BW8 12/01/18 REF REV BDS B R $15,000 03/20/14 593388X30 09/01/14 G.O. REF BDS S R __$10,000 03/18/14 593388X30 09/01/14 G O REF BDS B R _$15,000 03/18/14 593388X30 G 0 REF BDS S mm mry_._ R $15,0 00 03/10/14 5933885H0 _09/01/14 _ 01/01/21 LTD TAX BDS B R $15,000 03/10/14 5933885HO 01/01/21 LTD TAX BDS _.__. S R $15,000 03/06/14 593461AU0 10/01/34 REV REF BDS B R $50,000 03/04/14 593490HR9 01/01/24 SPL OBLIG BDS B R $75,000 03/04/14 593461AU0 10/01/34 REV REF BDS B R $50,000 03/03/14 593490HR9 01/01/24 SPL OBLIG BDS B I $75,000 03/0344 593461AU0 10/01/34 REV REF BDS S R $100000 02/20/14 5933883P4 _ 01/01/16 TAX BDS _ B R $195,000 02/20/14 5933883P4 01/01/16 Ta TAX BDS S R _ $195,000 _._ 02/20/14 593372AB1 07/01/35 PARKING REV BDS 8 R _._..._a_ $70,000 $70,000 02/20/14 593372AB1 07/01/35 PARKING REV BDS S R 02/20/14 593469BL2 09/01/25 REV REF BDS S R $10,000 02/05/14 593469BW8 12/01/18 REF REV BDS S I $15,000 02/05/14 593469BW8 12/01/18 REF REV BDS S R $15,000 01/22/14 593490JL0 01/01/19 SPL OBLIG BDS S I $10,000 01/22/14 593372AD7 07/01/27 PARKING REV BDS B R $10,000 01/22/14 593372AD7 07/01/27 PARKING REV BDS S R $10,000 01/17/14 593490JL0 01/01/19 SPL OBLIG BDS �_.______.� _ _ __._ B_ �mmT R _ ._ $15,000 01/15/14 001/19 SPL OBLIGBDS S R $25,000 01/10/14 _5934901L0_ 593490JS5 _ 01/01/29„ _ SPL OBLIG BDS ._M__ w _w_.___u_._ _ ._..._ B___ _ R __ - .. $25,000 01/09/14 593490/55 _ ~�M01/01/29 SPL OBLIG BDS S R $25,000 12/19/13 593461AI5 10/01/23 REV REF BDS B R $50,000 12/19/13 593461A15 10/01/23 REV REF BDS S R $50,000 12/17/13 593490HX6 01/01/37 SPL OBLIG BDS B R $20,000 12/04/13 _ 593490HX6 01/01/37 SPL OBLIG BDS W.. B R $10,000 3 APPENDIX B Raymond James' Trades of the City's Bonds,2012 Present E ,._.. B S S B ___ _ S _W. ___..R B S .�, , x R �Q4� -r.-.: �. .F,. $50,000 rfP�iVICI .��.>..�. ate. - ,.. u_. PARKING REV BDS PARKING REV BDS SPL OBLIG BDS TAX BDS 12/04/13 12/04/13 11/26/13 11/20/13 11/20/13 11/13/13 11/13/13 . 593372AD7 1 593372AD7 593490HX6 5933884A6 5933884A6. 593469BS7 593469657 07/01/27 07/01/27 01/01/37 01/01/23 01/01/23 LL 12/01/16 12/01/16 R R R....._ _.- R _...... _._ R $50,000 $30,000 -.u.__ $20,000 $20,000 _, .. _.__. _.___ .__� _ TAX BDS _.__.. .__._._.._.._..._ ._.m._......_...___-_ REF REV BDS --._.. ..__. REF REV BDS $10,000 $10,000 11/08/13 593461AG1 10/01/21 REV REF BDS B R m___$25,000 11/06/13 593372AC9 07/01/39 PARKING REV BDS B R $25,000 __ 11/06/13 593372AC9 07/01/39 ____.__ .__ PARKING REV BDS S R _ $25,000 11/06/13 593461AG1 10/01/21 REV REF BDS S R $25,000 10/21/13 593490155 01/01/29 SPL OBLIG BDS B R - $10,000 10/21/13 L 593490/55 01/01/29 SPL OBLIG BDS W�_. S R $10,000 10/21/13 593469BW8 12/01/18 REF REV BDS __$25,000 10/21/13 593469BW8 12/01/18 REF REV BDS B R $25,000 10/15/13 593461AL0 10/01/25 REV REF BDS F _-___• ,B _._„ _._ R $15,000 10/15/13 59346AL0 1AL0 10/01/25 REV REF BDS S R 09/24/13 593490HH1 01/01/16 _._._._.. SPL OBLIG BDS B _.._ R _._$15,000 $15,000 09/24/13 593490HH1 01/01/16 ' SPL OBLIG BDS S R $15,000 09/13/13 593461AG1 10/01/21 REV REF BDS_ - �_ _.._ _ B __a._ R _a. �. _.. $10;000 09/13/13 593461AG1 10/01/21 REV REF BDS S R $10,000 09/12/13 5933883U3 rvy 01/01/18 ...�__..___._. ._..-__ TAX BDS ..__._ a._ __. B R _ $20,000 09/12/13 5933883U3 01/01/18 TAX BDS S R $20,000 09/12/13 593388Z20 01/01/1.5_ LTD AD VALOREM TAX BDS B R $95,000 09/12/13 593388Z20 _ 01/0 LTD AD VALOREM TAX BDS S_ R_,V_ $95,000 __ 09/10/13 - 593372AC9 �1/15 07/01/39 , ___.__..M.....__._�_.__- PARKING REV BDS W. B ._ _ R $10 000 09/10/13 593372AC9 07/01/39 PARKING REV BDS S R $10,000 09/06/13 593372AB1 07/01/35_ PARKING REV BDS B ._� R �_ $15,000 _ _ 09/06/13 593372AB1 �07/01/35 PARKING REV BDS S R $15,000 08/28/13 593490HV0 01/01/30 SPL OBLIG BDS B R $25,000 w m 08/28/13 593490HV0 01/01/30 SPL OBLIG BDS S R $25,000 08/27/13 593461AG1 10/01/21 REV REF BDS B R $50,000 �. _. 08/27/13 593461AG1 10/01/21 REV REF BDS S R $50,000 08/23/13 593461AW6 10/01/39 REV REF BDS S._ I_. .�,._., _ $25,000 * 08/22/13 * 593372AB1 07/01/35 PARKING REV BDS B R $10,000 __ LTD TAX BDS 08/22/13 _ 08/16/13 56. 5933885H0 01/01/21 S B R _ R _$25,000 $10,000 08/16/13 5933885H0 01/01/21 LTD TAX BDS S R $10,000 08/14/13 593372AA3 07/01/30 PARKING REV BDS B R $10,000 08/14/13 07/01/30_._ PARKING REV BDSry� 5 R $10,000 m 08/09/13 M593372AA3 T 593469BU2 . 12/01/23 ww.___.. _.. _ __.,_._ REF REV BDS __ S R $10,000 IT 08/09/13 593469BU2 12/01/23 _._._ e_a REF REV BDS B R $10,000 08/08/13 5933885H0 01/01/21 �___,___.,• LTD TAX BDS__.__..__... R_ _._ T _ $15,000 08/08/13 593372AE5 07/01/20 PARKING REV BDS B R $1,000,000 08/08/13 593372AE5 07/01/20 PARKING REV BDS S 1 $1,000,600 08/07/13 593372AE5 07/01/20 PARKING REV BDS B 1 $1,000,000 08/05/13 593461AU0 10/01/34 REV REF BDS B R $100,000 08/05/13 593461AU0 10/01/34 REV REF BDS S R $100,000 08/02/13 5933885H0 1 01/01/21 LTD TAX BDS S R $15,000 08/02/13 593372AB1 07/01/35 PARKING REV BDS B R $50,000 08/02/13 593372AB1 ..__ 07/01/35 PARKING REV BDS S R $50,000 08/02/13 593372AD7 07/01/27 PARKING REV BDS ________..___ __ B ___.. R ..� $25,000 08/02/13 593372AD7 07/01/27 PARKING REV BDS R. ________ 00 08/01/13 593372AB1 07/01/35 PARKING REV BDS m_ B R $15,000 S R $15,000 08/01/13 593372AB1 07/01/35 PARKING REV BDS 08/01/13 593461AU0 10/01/34 REV REF BDS B R $10,000 08/01/13 593461AU0 10/01/34 REV REF BDS S R $10,000 07/15/13 593461AW6 REV REF BDS B R $50,006 07/15/13 593461AW6 �mm10/01/39 10/01/39 REV REF BDS _ _ S R _ $50,000 4 APPENDIX B 1 05/1/13 07/11/13 06/26/13 06/26/13 06/25/13 06/25/13 [ 06/24/13 Raymond James' Trades of the City s Bon s 2012 Present B R $20,000 $20,000 $10,000 $10,06- W_M$80,000 $80,000 $50,000 07/01/35 07/01/35 10/01/25 • 10/01/25 01/01/27 01/01/27 07/01/27 593372AB1 593372AB1 PARKING REV BDS PARKING REV BDS S R R 593461AL0 593461AL0 5933885P2 5933885P2 593372AD7 REV REF BDS REV REF BDS 06/20/13_ 5933885P2 01/01/27 LTD TAX BDS B R $100,000 $100,000 06/20/13 5933885P2 01/01/27 J LTD TAX BDS B I ... 06/18/13 w_ 593490JT3 01/01/34 SPL OBLIG BDS B R $20,000 SPLOBLIG BDS _._ 06/18/13 593490JT3 01/01/34 S R$20,000 ._07/01/27�_ PARKING REV BDS. _________ ___.._.__.�___....._.__ _a�._ S R __ $50,000 _06/18/13__593372AD7 06/13/13^ 5933885K3 01/01/23 LTD TAX BDS ._..,__ ___.._. n._._. B ,._ R.._..w .__ Mm$25,000 06/13/13 5933885K3 01/01/23 LTD TAX BDS S R $25,000 06/07/13 593490HS7 01/01/26 SPLOBLIG BDS B R $50,000 66/07/13 593490HS7 01/01/26 SPLOBLIG BDS S R $50,000 05/31/13Wµ593372AA3 mm05/31/13 07/01/30 _ 07/01/30 PARKING REV BDS _. PARKING REV BDS _..._ w ._ _e_ B_._ S R R $25,000 $25,000 593372AA3 05/31/13 593372AD7 07/01/27� PARKING REV BDS �__ _ S �._m R ___ $50,000 �_ 05/29/13 _ 593388Y96 01/01/14 , LTD AD VALOREM TAX BDS R _ $10,000 05/29/13 593388Y96 01/01/14 LTD AD VALOREM TAX BDS S R $10,000 5933884G3 03./01/28 TAX BDS $200,000 _05/22/ .3 05/22/13 5933884G3 _ 01/01/28 TAX BDS By 1 $200,000 05/20/13� 5933884G3 01/01/28 TAX BDS B R $100,000 05/20/13 5933884G3 01/01/28 TAX BDS S R $100,000 05/16/13 5933885H0 01/01/21 LTD TAX BDS $15,000 05/16/13 5933885HO 01/01/21 LTD TAX BDS S R $15,000 05/13/13 593490JS5 01/01/29 SPLOBLIG BDS B R $10,000 05/13/13 593490JS5 01/01/29 SPL OBLIG BDS S R $10,000 04/29/13 J f 593469BW8 12/01/18 REF REV BDS S R $10,000 04/29/13 593469BW8 12/01/18 REF REV BDS B R $10,000 04/26/13 593490JU0 01/01/39 SPL OBLIG BDS B R $145,000 _w _ 04/25/13 . 593490JU0 01/01/39 SPL OBLIG BDS B $145,000 REV REF BDS R $250,000 04/11/13 593461AW6 10/01/39 B 04/10/13 593461AW6 10/01/39 REV REF BDS B I , _ _$250,000 04/05/13 593490HX6 01/01/37 SPL OBLIG BDS B R $15,000 04/05/13 593490HX6 01/01/37 SPL OBLIG BDS S R $15,000 04/04/13 5933885J6 01/01/22 LTD TAX BDS B R $20,000 04/04/13 593372AB1 07/01/35 PARKING REV BDS S R $100,000 04/03/13 5933885H0 01/01/21 LTD TAX BDS R e $20,000 04/03/13 _ __ 5933885H0 01/01/21 T LTD TAX BDS __. _ �_ __ S R $20,000 04/03/13 _ 03/22/13 5933885J6 01/01/22 01/01/24 1/01/24 LTD TAX BDS TAX BDS B R $30,000 $50,000 5933884P3 .,r 03/22/13 5933884P3 01/01/24 ._n TAX BDS ..__ __.. _..,_._._ S - R _...._.__,,.__ r. $50,000 03/22/13 5933885J6 01/01/22 LTD TAX BDS $50,000 03/20/13 LL 5933883W9 01/01/20 TAX BDS B R V^` $50,000 03/20/13 5933883W9 01/01/20 TAX BDS S R $50,000 03/08/13 593490HF5 01/01/15 SPLOBLIG BDS S R $50,000 03/07/13 593372AD7 07/01/27 PARKING REV BDS B R $10,000 03/06/13 593372AD7 07/01/27 PARKING REV BDS B I $10,000 $125,000 03/05/13 5933883U3 01/01/18 TAX BDS B R 03/05/13 5933883U3 01/01/18 ... _.._ TAX BDS __. S R $125,000 03/05/13 5933883Z2 01/01/22 _ _ TAX BDS B R . $320,000 ,._._ 03/05/13 5933883Z2_ TAX BDS e._ S R _ $320,000 03/05/13 5933884C2 �01/01/22� 01/01/25 �__ TAX BDS _� B R $10,000 03/05/13 5933884C2 01/01/25 TAX BDS S R $10,000 02/20/13 593490HX6 01/01/37 SPL OBLIG BDS B R $10,000 02/20/13 593490HX6 01/01/37 SPLOBLIG BDS S R $10,000 02/20/13 593490JT3 01/01/34 jSPL OBLIG BDSa - _� _ B I $25,000 5 APPENDIX B Raymond James Trades of the City's Bonds2012 Present ��-...s.�-., ff�`r� S B S S B s.._._.___._ B - s .:.�5�. - I $25,000 $10,000 $10,000 LF.r _,73J 02/20/13 _ 02/20/13 02/20/13 02/19/13 j 02/04/13 I 02/01/13..___. 02/01/13 593490JT3 01/01/34 1C��MIL) fir_, ?vent SPL OBLIG BDS 593372AD7 593372AD7 T 593372AC9 593490JZ9 .__593490HP3 593372AB1 07/01/27 07/01/27 07/01/39 02/01/21 _ e01/01/21 07/01/35 PARKING REV BDS PARKING REV BDS PARKING REV BDS SPEC OBLIG REV REF BDS 2011 REV SPL OBLIG BDS ..__ R R R I R__w....._ I $200,000 $80,000 $30,000 $10,000 W.......____...._ SPL OBLIGS PKG REV PARKING BDS-SER 2010-A 01/31/13 593372AC9 07/01/39 PARKING REV BDS B R $80,000 01/31/13 593372AC9 07/01/39 PARKING REV BDS IS R $80,000 01/24/13 593490HS7 01/01/26 w _.. . SPL OBLIG BDS _ B R $300,000 01/24/13 593490HS7 . _ 01/01/26 _ �__.. SPL OBLIG BDS B 1 $300,000 01/18/13 593388457 01/01/20 TAX BDS B . _._ _R __. _..,_. M_$50,000 01/18/13 593490HP3T 01/01/21 ._.,„_, __ �, SPL OBLIG BDS .._...._ __ S ____ ..__ ._ ._.,.�,$100,000 01/17/13 �~ 01/15/13 593490HP3 5933884S7 aW 01/01/21 _ 01/01/20 SPL OBLIG BDS TAX BDS S S I R $25,000 $50,000 01/15/13 593490HP3 01/01/21 SPL OBLIG BDS .�_ S I $250,000 01/15/13 593372AB1 07/01/35 PARKING REV BDS B. R $35,000 01/15/13 593372AB1 07/01/35 PARKING REV BDS S R $35,000 01/14/13 593461AW6 10/01/39 REV REF BDS S I $15,000 01/14/13 593461AW6 10/01/39 PKG SYS REV REF BDS 2009 B 1 $30,000 01/11/13 593461AW6 10/01/39 PKG SYS REV REF BDS 2009 _ $20,000 mmg01/11/13 593461AW6 10/01/39 REV REF BDS S � $10,000 SPL OBLIG BDS I _ $405,000 01/10/13 593490HP3 01/01/21 B 01/10/13 593372AD71 07/01/27 PARKING REV BDSxa.. $40,000 01/10/13 593372AD7 07/01/27 PARKING REV BDS S R $40,000 01/10/13 593461AW6 10/01/39 REV REF BDS B I $25,000 01/10/13 593461AW6 10/01/39 PKG SYS REV REF BDS 2009 S I $50,000 01/09/13 593490HN8 01/01/20 SPL OBLIG BDS _ S I� $25,000_ 01/07/13 593490HN8 01/01/20 SPL OBLIG BDS S I w _ $75,000 01/07/13 593372AB1 07/01/35 PARKING REV BDS B R $25,000 01/07/13 593372AB1 07/01/35 _._ PARKING REV BDS S R $25,000 01/03/13 * 5933885J6 01/01/22 LTD TAX BDS B R ___.. $25,000 01/02/13 5933885J6 m� 01/01/22 LTD TAX BDS __1eM B R $125,000 01/02/13 593493AV1 01/01/15 SPL REV REF BDS B 1 01/02/13 593493AV1 01/01/15 SPL REV REF BDS S I_ _$10,000 $10,000 01/02/13 593493AV1 01/01/15 _^mm SPL REV RFDG BOOK ENTRY MBIA INSD-ZERO CPN B 1 $20,000 12/31/12 593490HN8 01/01/20 SPL OBLIG BDS S R $100,000 12/28/12 5933885J6 01/01/22 LTD TAX BDS S R $150,000 12/28/12 593469BU2 12/01/23 REF REV BDS S R $10,000 12/28/12 593469BU2 12/01/23 REF REV BDS B R $10,000. 12/28/12 593493AV1 01/01/15 SPL REV RFDG BOOK ENTRY MBIA INSD-ZERO CPN S 1 $30,000 12/28/12 593493AV1 01/01/15 SPL REV RFDG BOOK ENTRY MBIA INSD-ZERO CPN B� I _ A� $35,000 12/27/12 _ 12/27/12�_-_593469BU2 _593469BU2 12/01/23 12/01/23 REF REV BDS REF REV BDS R �� $10,000 $10,000 B _ 12/2'7/12 593493AV1 _ 01/01/15 _ _ SPL REV RFDG BOOK ENTRY MBIA INSD-ZERO CPN S 1 $30,000 12/27/12 593493AV1 01/01/15 SPL REV REF BDS B 1 $30,000 12/27/12 593493AV1 mV 01/01/15 SPL REV REF BDS S 1 $30,000 12/26/12 593490HX6 01/01/37 SPL OBLIG BDS B R $15,000 12/26/12 593490HX6 01/01/37 SPL OBLIG BDS S R_.. $15,000 ._ _ T�12/20�12 _ 593469BW8 __ 12/01/18 mm w __�. _ __.___ _ _ REV REF BDS 2009,TAXABLE S i _ $25,000 12/20/12 593469BW8 mm m 12/01/18 W _m mbNMe1 _ REF REV BDS B I $25,000 12/20/12* 593469BW8 12/01/18 REF REV BDS S I $25,000 12/20/12 593469BW8 12/01/18 REV REF BDS 2009,TAXABLE B I $25,000 12/18/12 5933883P4 01/01/16 yn^ TAX BDS B R $15,000 12/18/12 5933883P4 01/01/16 TAX BDS 5 R $15,000 12/17/12 593490HX6 01/01/37 SPL OBLIG BDS B R $25,000 12/17/12 593490HX6 01/01/37 SPL OBLIG BDS S R $25,000 12/11/12 593469BW8 12/01/18 REF REV BDS S 1 $10,000 M_ 12/05/12 593469BW8 12/01/18. REV REF BDS 2009,TAXABLE mm B I $30,000 6 APPENDIX B Raymond James' Trades of the City's Bonds, 2012 Present a 151-S ANS VVD1A ry gL1WIY ,5nM.Msr V3 y .Td.7zz __ ..gym . m.- -.. ,-:�-.-,,,,,,41 ", m-� 7-',,g . r---n :w: 12/05/12 593469BW8 12/01/18 REF REV BDSp S J! __. _ _ 0.5,000 12/04/12 593490JU0 01/01/39 fSPL OBLIG BDS B R _� $40,000 12/04/12...___.. 593490JU0 01/01/39 SPL OBLIG BDS _.__.. .,.. S__.. R _ ___ _._.._ $40,000 12/04/12 _.. 593461AV8 10/01/39 REV REF BDS _.._.R . ._...,.____._ _ $25,000 12/04/12 ..___ 593461AV8 10/01/39 REV REF BDS_.__._ ._._._ ._ $25,0000 ____,12/03/12,-F___ 593469BW8__ 12/01/18 REV REF BDS 2009,TAXABLE __ �..____.___._.___.____ $25,000 12/03/12 593469BW8 12/01/18 REF REV BDS B I $25,000 12/03/122 _ M 11/28/12 m593469BW8 593490HN8 12/01/18 01/01/20 REV REF BDS 2009,TAXABLE SPL OBLIG BDS B S.__ 1 $25,000 I $25,000 11/28/12 593372AD7 07/01/27 PARKING REV BDS .S_ J! _ $1,000,000 11/27/12 593490HN8 01/01/20 SPL OBLIG BDS mm S 1 _____ $25 __,000 11/27/12 593372AD7 07/01/27 PARKING REV BDS B�� R $40,000 11/27/12 I593372AD7ry r 07/01/27 PARKING REV BDS _ S R $40,000 11/23/12 �IT 11/23/12 593372AD7 593372AD7 07/01/27 07/01/27 PARKING REV BDS PARKING REV BDS B S _. .._._. R _ $50,000 $50,000 R 11/21/12 593388X48 09/01/15 G.O. REF BDS B R $45,000 11/21/12 593388X48 09/01/15 G.O. REF BDS S R $45,000 11/19/12 593372AD7 07/01/27 PARKING REV BDS ___„_._•_ B _„ . $500,000 m 11/14/12 11/09/12_._._ 593490HN8µ 593461AN6 01/01/20 10/01/26_ _ SPLOBLIG BDS V R�_ __. RE EF BDS _ _ S B ,._.. R__. _ R $50,000 �._ $25,000 11/09/12 593461AN6 10/01/26 REV REF BDS Rv.__�_ -. �..__ $25,000 11/06/12 593469BT5 12/01/25 REF REV BDS $30,000 11/06/12 593469BT5 12/01/25 REF REV BDS S R $30,000 10/26/12 593372AC9 07/01/39 PARKING REV BDS $25,000 10/26/12 593372AC9 07/01/39 PARKING REV BDS _ . m _ $25,000 10/26/12 593469BW8 12/01/18 _W. REF REV BDS S R $10,000 10/26/12 593469BW8 12/01/18 REF REV BDS B R $10,000 10/24/12 5933885N7 01/01/26 LTD TAX BDS B R $30,000 10/24/12 5933885N7 01/01/26 LTD TAX BDS S R $30,000 10/24/12 01/01/28 SPL OBLIG BDS _._ B R $40,000 m 10/24/12 _593490HU2 593490HU2 _ mm 01/01/28 SPLOBLIG BDS S R $40,000 10/23/12 593372AB1 07/01/35 PARKING REV BDS B R $20,000 10/23/12 593372AB1 07/01/35 PARKING REV BDS S R $20,000 593372AC9 07/01/39 PARKING REV BDS �_...___•_ S R "' $25,000 10/19/12 $25,0 10/11/12 593469BT5 12/01/25 REF REV BDS B R $10,000 10/11/12 593469BT5 12/01/25 REF REV BDS S R $10,000 10/09/12 593490HU2 01/01/28 SPLOBLIG BDS B R $215,000 10/04/12 593490HU2 01/01/28 SPL OBLIG BDS S 1 $335,000 10/04/12 5934698S7 12/01/16 REF REVBDS B R $25,000 10/04/12 593469BS7 12/01/16 REF REV BDS _•_ S R $25,000 10/03/12 593490HU2 01/01/28 SPLOBLIG BDS B 1 $550,000 Fmm 10/02/12 10/02/12 593490HX6 01/01/37 , 01/01/37 _ SPL OBLIG BDS _ SPL OBLIG BDS _ _, •_, __._ B _ R R -_. ,_$10,000 593490HX6 _ _ $10,000 10/01/12 593372AB1 07/01/35 PARKING REV BDS B R $20,000 10/01/12 593372AB1 07/01/35 PARKING REV BDS S R $20,000 09/27/12 5933885R8 01/01/29 LTD TAX BDS B R $20,000 09/27/12 5933885R8 01/01/29 LTD TAX BDS S R $20,000 09/26 12 09/26/12 5933885N7 01/01/26 LTD TAX BDS LTD TAX BDS B S ma_ R ._._ R $20,000 5933885N7 0 1/01/26 $20,000 09/26/12 593469BU2 12/01/23 REF REV BDS B R $20,000 ._. 09/26/12 593469BU2 12/01/23M._, REF REV BDS ____ .._ Sm_.____ R __ �_ $20,000 09/25/12 593490HX6 01/01/37 .a, __.__._ _ SPL OBLIG BDS $5,000 _ 09/24/12 593461AY2 10/01/17 REV REF BDS S 1 $10,000 09/21/12 5933885R8 01/01/29 LTD TAX BDS B R $50,000 09/21/12 5933885R8 01/01/29 LTD TAX BDS R $50,000 09/18/12 593461AG1 10/01/21 REV REF BDS $10,000 09/18/12 593461AG1 10/01/21 PKG SYS REV REF BDS 2009 B R $20,000 09/12/12 5933885H0 01/01/21 LTD TAX BDS B R $15,000 7 APPENDIX B Raymond James Trades of the City's Bonds, 2012 Present S _ry B S R R $15,000 1}}_ 5933885H0 - yam`p 01/01/21 01/01/18 LTD TAX BDS TAX BDS _.._ TAX BDS ,_. __.. REV REF BDS 09/12/12 09/11/12 09/11/12 09/07/12 09/07/12 09/05/12 09/05/12 5933883U3 5933883U3 593461AY2 593461AY2 593490HS7 593490HS7 ,�.$100,000 __..$100,000 _ $10,000 m^ $20,000 $25,000 $25,000 01/01/18 10/01/17 ry 10/01/17 01/01/26 01/01/26 R _._�. S B B S I _._._._ PKG SYS REV, REV REF BDS 2009,TAXABLE SPL OBLIG BDS SPLOBLIG BDS .~� I R R 09/05/12 02/01/28 SPEC OBLIG REV REF BDS B.__ R $50,000 _„ _ 09/05/12 __593490KG4 593490KG9 �_ 02/01/28 SPEC OBLIG REV REF BDS S R $50,000 09/05/12 593461AG1 10/01/21 REV REF BDS S I_ $20 000 08/31/12 01/01/29 LTD TAX BDSm _ 7. _ _ B... _. R_ w. _ $50,000 _5933885R8 08/31/12 rt 5933885R8 L.. 01/01/29 LTD TAX BDS S _.__„ - R _.__,_.___.____ ._.- 50,000 08/31/12 593469BW8 JM 12/01/18 REF REV BDS - S ... ._.__ R _._._._ ,_�._ __50,000 08/31/12 593469BW8 12/01/18 REF REV BDS B_.__. R $50,000 _.__. 08/30/12 593461AG1 _ 10/01/21 _.�__...... _.._ _... REV REF BDS S R $30,000 08/29/12 593490HU2 01/01/28 SPL OBLIG BDS B R $5,000 08/29/12 593490HU2 01/01/28 SPL OBLIG BDS S R $5,000 08/27/12 593490KC8 02/01/24 SPEC OBLIG REV REF BDS S 1 $25,000 __ 08/27/12 593490KC8 02/01/24 SPL OBLIG NON -AD VALOREM REV RFDG-SER 2011-A B R $50,0001 $25,000 08/23/12 5933885R8 01/01/29 LTD TAX BDS B R 08/23/12 5933885R8 01/01/29 LTD TAX BDS__ S R $25,000 08/23/11. �593372AB1 _ ...__.. 07/01/35..� __ _ PARKING REV BDS _ �._ _._ B R mm $20,000 08/23/12�J 07/01/35 PARKINGREV BDS�mm S R $20,000 08/23/12 �593372AB1 593461AY2 10/01/17 REV_ REF BDS B 1 u $20,000 08/22/12 5933885P2 01/01/27 LTD TAX BDS __ �. _.___.M _._,..,.� B R $10,000 08/22/12 5933885P2 01/01/27 LTD TAX BDS S R $10,000 08/16/12 593490HR9 01/01/24 SPLOBLIG BDS B_ R $200,000 08/16/12 593490HR9 01/01/24 .._._.�� ...___.. SPLOBLIG BDS is R $200,000 08/15/12 593490KD6 02/01/25 SPEC OBLIG REV REF BDS B R $90,000 08/15/12 593490KD6 02/01/25 SPEC OBLIG REV REF BDS S R $90,000 08/14/12 5933883Z2 01/01/22 TAX BDS B R $25,000 593490KD6 02/01/25 SPEC OBLIG REV REF BDS B � R $90,000 _08/14/12 08/14/12 593490KD6 02/01/25�mm SPEC OBLIG REV REF BDS S R w $90,000 08/13/12 5933883Z2 01/01/22 TAX BDS S R mT $25,000 08/10/12 593490KC8 02/01/24 .,_.. [SPL OBLIG NON -AD VALOREM REV RFDG SER 2011-A S R $25,000 08/10/12 593490KC8 02/01/24 SPL OBLIG NON -AD VALOREM REV RFDG-SER 2011-A B R $25,000 08/10/12 __ SPEC OBLIG REV REF BDS W . _______ _ B I _ $25,000 08/02/12 __593490KC8_ 593490HX6 _02/01/24 01/01/37 SPL OBLIG BDS B R $50,000 08/02/12 593490HX6 01/01/37 SPL OBLIG BDS S R $50,000 mm� 08/02/12M __ �593461AU0 m 10/01/34 REV REF BDS B mm R $175,000 REV REF BDS_ _e__mmm $175,000 08/02/12 593461AU0 10/01/34 S R 07/31/12� 593372AC9 07/01/39 PARKING REV BDS B R $25,000 07/31/12 593372AC9 07/01/39 PARKING REV BDS S R $25,000 07/19/12 593490HX6 01/01/37 SPL OBLIG BDS B R m $15,000 07/19/12 593490HX6 01/01/37 SPL OBLIG BDS 5 R $20,000 10/12 593490JG1_ 01/01/15 SPL OBLIG BDS B R _ $15,000 ,_-_0 07/10/12 593490JG1 01/01/15 SPL OBLIG BDS S R $15,000 07/06/12 593372AC9 07/01/39 PARKING REV BDS B R $15,000 07/06/12 593372AC9 07/01/39 PARKING REV BDS S R $15,000 06/21/12 593388W98 09/01/12 G.0,REF BDS B R $10,000 06/20/12 593388W98 09/01/12 G.0, REF BDSm_. S R __$10,000 06/18/12 5933885H0 01/01/21 LTD TAX BDS B R $10,000 06/18/12 5933885H0 01/01/21 LTD TAX BDS S R $10,000 05/29/12 5933882D2 01/01/18 LTD AD VALOREM TAX BDS _ S R $5,000 05/24/12 593469BW8 12/01/18 REF REV BDS S R $10,000 05/24/12 593469BW8 12/01/18 REF REV BDS B R $10,000 05/18/12 593490JT3 01/01/34 SPL OBLIG BDS B R $50,000 05/18/12 593490JT3 01/01/34 SPL OBLIG BDS S R $50,000 05/16/12 593469BW8_ 12/01/18 REF REV BDS _ __ B__ R _ _ $60,000 8 APPENDIX B Raymond James' Trades of the City's Bonds,2012 Present x,� ,..._ ,.,,ten S -'rv,.o .q R ___.. ..._.__. � -� ♦�F i-A , -ry "�� F . . ,».,-- em �... .:'_ REF REV BDS PARKING REV BDS PARKING REV BDS _v �.. $60,000 M $20,000 $20000 . $30,000 $30,000 .._..-:..,,,I,,_� 05/16/12 05/09/12 _ 05/09/12 , 05/08/12 _ 59346 W8 593372AC9 593372AC9 593372AC9 593372AC9 5933885H0 5933885H0 12/01/18 07/01/39 07/01/39 07/01/39 _.._. 07/01/39 JPARKING 01/01/21 01/01/21 B S B_...__ S S R R_._..__ R _._._. _.___._,__ R ... R.___ R PARKING REV BDS W __ REV BDS__._. .___.._,. ..__ .._., LTD TAX BDS _ _______ LTD TAX BDS 05/08/12 05/04/12 _._._ 05/04/12 _$50,000 $50,000 04/27/12 5933883Z2 01/01/22 TAX BDS _ m m� v ^ B R mm $50,000 _ _.__ 04/27/12 _�_._m 5933883Z2� 01/01/22 TAX BDS S R $50,000 04/23/12 593490JU0 01/01/39 _. mm SPL OBLIG BDS B R $50,000 04/23/12 593490160 01/01/39 SPL OBLIG BDS $50,000 04/20/12 5933884M0 01/01/21 __ TAX BDS S._. I $25,000 04/19/12 5933884M0 J..� 01/01/21mm __TAX _..__..._ BDS_._,_ __ ___.. S R $25,000 04/19/12 593372AC9 07/01/39 PARKING REVBDS S I $35,000 04/17/12 593372AC9 07/01/39 PARKING REV BDS S 1 $50,000 04/17/12 593469BU2 12/01/23 REF REV BDS S R $5,000 04/17/12 593469BU2 12/01/23 REF REV BDS B R $5,000 04/16/12 5933885G2 01/01/20 LTD TAX BDS B R $20,000 __.... 04/16/12 ..__. 5933885G2 01/01/20 LTD TAX BDS SR $20,000 _.. _._.._.__ _..__._W.. PARKING REV BDS $85,000 04/16/12 593372AC9 07/01/39 S R 04/09/12 593372AE5 07/01/20 PARKING REV BDS ._il $35,000 _.. 04/09/12* 593469BW8 12/01/18 REF REV BDS._. S___ R $100,000 04/0911 593469BW8 12/01/18- __.__. RV B EF REDS _ .. B _ .. R $100,000 04/02/12 04/02/12 593372AB1 593372AB1 07/01/35 07/01/35 PARKING REV BDS B S R $10,000 $10,000 mm IT PARKING REV BDS R 03/30/12 593490HR9 01/01/24 SPL OBLIG BDS B R $30,000 03/30/12 593490HR9 01/01/24 SPL OBLIG BDS ___ R __ _ __ ___ $30,000 03/27/12 593490HU2 01/01/28 SPL OBLIG BDS S R $100,000 _. 03/23/12 _ _ _593469BW8 12/01/18 REV REF BDS 2009,TAXABLE B I mm $25,000 03/19/12� 59346913W8 12/01/18 REV REF BDS 2009,TAXABLE S 1 $25,000 03/13/12 593372AB1 07/01/35 PARKING REV BDS il_ B R $25,000 03/13/12 593372AB1 07/01/35 PARKING REV BDS IS R $25,000 -OR 03/13/12 59346611AP1 10/01/27 REV REF BDS _ _ __., Ta^Yvuls R_ - ,25 $25,000 03/12/12 5934AP1 10/01/27 REV REF BDS 03/09/12 5933883Z2 01/01/22 TAX BDS B R $25,000 03/09/12 5933883Z2 01/01/22 TAX BDS R _ $25,000 ro _... 03/07/12 _. _593469BW8 Tm 12/01/18 REF REV BDS - ___ ._n� __.._ S _ R_ �� _ $30,000 12/01/18 R ._......_.__.. 03/07/12 593469BW8 F REV BDS RE .. B ,_ �..,..$30,000 02/29/12 593469BU2 12/01/23 REF REV BDS S R $25,000 02/29/12 593469BU2 12/01/23 REF REV BDS B R nM� $25,000 02/23/12 593372AD7 07/01/27 mm SPL OBLIGS PKG_REV PARKING-SER 2010-B TAXABLE B rl $15,000 02/22/12 593372AD7 07/01/27 SPL OBLIGS PKG REV PARKING-SER 2010-B TAXABLE S 1 $15,000 02/16/12 593461BA3 10/01/19 REV REF BDS B R $15,000 _ 02/15/12 5933885J6 01/01/22 LTD TAX BDS __. ^� g $50,000 02/15/12 _ m 5933885J6. 01/01/22 LTD TAX BDS S R $50,000 y4W_ SPEC OBLIG REV REF BDS B mT R $30,000 02/08/12 [ 593490KJ3 02/01/30 02/08/12 593490KJ3 02/01/30 SPEC OBLIG REV REF BDS S R $30,000 02/08/12 593461BA3 10/01/19 REV REF BDS S R $15,000 02/03/12 10/01/24 REV REF BDS . ___, ,,__ B R $35,000 ymrT593461AK2 01/31/12 593461AK2 10/01/24 REV REF BDS S R $35,000 01/23/12 593461AU0 10/01/34 REV REF BDS B R $75,000 01/23/12 593461AU0 10/01/34 REV REF BDS S R $75,000 01/20/12 5934901Q9 01/01/23 SPL OBLIG BDS-STREET &SIDEWALK IMPR-SER 2009 B R $60,000 01/18/12 593490JQ9 01/01/23 SPL OBLIG BDS-STREET &SIDEWALK IMPR-SER 2009 B R $15,000 01/17/12 593490JQ9 01/01/23 SPL OBLIG BDS-STREET &SIDEWALK IMPR-SER 2009 S R $75,000 01/10/12 5933883U3 01/01/18 TAX BDS B R $80,000 01/10/12 5933883U3 01/01/18 TAX BDS �_.m_. S..._. . R $80,000 aT 01/06/12 5933883U3 01/01/18 __. __ __ __. _,... TAX BDS B R $20,000 01/06/12 5933883U3 1 Q1/01/18 TAX BDS ___ ____..____ _ $20,000 9 APPENDIX B 01/06/12 593469BG3 01/04/12 u593469BG3 Total $28,165,000 Raymond James' Trades of the City's Bonds, 2012 — Present 09/01/20 JREV REF BDS mm 09/01/20 REV REF BDS 533 Trades $10,000 $10,000 10 CITY OF MIAMI, FLORIDA APPENDIX C APPENDIX C Y 3� ,7 IC p ttl - - 11/24/15 11/19/15 11/19/15 y r�vRaymond '"'� yYIIYt J'EII.`-L I : $5 00 JFlorida L .._. $35_85 $286.25 James Negotiated Florida Underwriting ,7 ,,, -: _ L Housing Finance Corp Miami Beach Redevelopment Agcy Miami Beach Redevelopment Agcy Experien-cce, 2012t-pPresent �si,''%oo!___ ' _, - Homeowner Mortgage Revenue Bonds [Tax Increment Revenue & Ref Bonds Tax Increment Revenue & Ref Bonds - - rx: CO MGR CO-MGR 1 CO-MGR .0/30/15 10/30 A - 9 58 1BroW0d 472 52 Cu 7gal a Broward Co P orld Air- 0i -lei; Rev u Alt st ro rr v& II obis 10/22 i5--1Fr 10/16/15 - 0 5g $49 08� Citrus CO Orida _ Hollywood Comm Redev Agency 1lVon-lid V iorerp leteliue a 11 - ' Redev Rev & Rev Refunding Bonds CO-MGR 15,38 Paint Bay Florida ales T ova a Rr trrdj B :"_ 0 /10�>z f /3 t 08/119/15 08/19/15 08/05/15 07/30/15 07/23/15 $ 2 2 ' .______ $ 90 'Pinellas $88 98 $294 35 $100.63 $121.85 $153.92 n?efald Coasii OtilittAuth Co Housing I�If Auth _... -Multi Hillsborough Co Aviation Auth __ Hillsborough Co Aviation Auth Hillsborough Co SD Duval Co School Board Hillsborough Co Aviation Auth Utill y. starry Rev %a% o Family iiousrng Rev,. ofids . _ Customer Fac Charge Rev Bonds Customer Fac Charge Rev Bonds Ref Certificates of Participation Certificates of Participation Subordinate Revenue Bonds 5 CO-MGR CO-MGR CO-MGR CO-MGR CO-MGR 07/23/15 $167.80 Hillsborough Co Aviation Auth Revenue & Subordinated Rev Bonds CO-MGR 07A6/ 07/08/15 07/08/15 014 takec0 PicKda $9.15 Jacksonville Electric Authority $33.21 Jacksonville Electric Authority Capital 0101,rnarit, af'R3v Electric System Revenue Bonds Electric System Revenue Bonds - i CO MGR CO-MGR 07/01/15 $34.78 UCF Convocation Corp Refunding Revenue Bonds CO-MGR 07/01/15 $48.39 UCF Convocation Corp Refunding Revenue Bonds CO-MGR N 06/25/15 06/10/15 $205,35 $38.50 Miami Co -Florida Public Facs Revenue & Ref Bonds CO-MGR -Dade Miami -Dade -Co -Florida Aviation Revenue Refundinj Bonds CO-MGR 06/10/15 $498 34 Miami Dade Co Florida Aviation Rev & Ref Rev Bonds CO-MGR �U5A a 05/20/15 �m '� � 3=$Urtftr $481.18 9 P19C�d e Miami -Dade Co -Florida C I roiifi k-Ot`ti B-1 Water & Sewer Sys Rev Ref Bonds CO-MGR 05/15/15 $4,97 Pinellas Co Housing Fin Auth Single Family Hsg Rev Ref Bonds CO-MGR _ 05/15/15 ______ _ $15.23 Pinellas Co1-ousing Fin Auth Single Family Housing Rev Bonds CO-MGR 05/14/15 05/01/15 $197.48 $32.03 ,._._ Miami -Dade Co -Florida Seminole Co -Florida Transit Sys Sales Rev Ref Bonds Water & Sewer Revenue Ref Bonds CO-MGR CO-MGR 05/01/15 $149.27 Seminole Co -Florida Water & Sewer Revenue Ref Bonds CO-MGR 04/29/15 04/29/15 $7.16 $65.97 JacksonvilleElectric Authority w... .�_. Jacksonville Electric Authority Refunding Revenue Bonds Refunding Revenue Bonds CO-MGR CO-MGR 04/29/15 $56.00 Miami -Dade Co School Board Certificates of Participation CO-MGR 04/29/15 $66.43 Miami -Dade Co School Board Certificates of Participation CO-MGR 04/28/15 $14.46 Northern Palm Beach Co Imp Dt _ Water Control & Imp Ref Bonds _ CO-MGR 04/24/15 04/24/15 04/16/15 $9.42 $233.67 $51.79 Miami Dade Co Florida Miami -Dade Co -Florida Cape Coral Cit r-Florida General Obligation Bonds General Obligation Bonds _ __ -�_ Special Oblig Refunding Rev Bonds CO-MGR CO-MGR CO-MGR 04/10/15 86 $67.80 Si- tasata_it y [a�kCJda _ __. Hillsborough Co -Florida GO Refundrrrgond _EgE___ ._. _.. Communication Svcs Tax Rev Bonds :.tl CO-MGR I)�/Q8/� 5 04/02/15 ;f $20 25' $28.21 Charlott_ a Oo_Florida Volusia Co School -Board M Caf !tai Cinpr5�v men r* e�7, Q.t S- Ref Certificates of Participation u A15 CO-MGR 03/19/15 $96 42 Volusia Co Educational Fac Auth Educational Facilities Rev Bonds CO-MGR 03/cr/� Miamippoxo Indus bev AUth -- 'dsa�l5avld me Re odds a01.,my 03%7/� a t' .6'3 Miami oadc Cat ircdus oev Auth Indc llal I ez_ o e - @OYtd 03/11/15 $10.06 Volusia Co Educational Fac Auth Educational Facilities Rev Bonds CO-MGR 03/11/15 $59.14 Volusia Co Educational Fac Auth Educational Facs Revenue Bonds 4 CO-MGR 0j0,§A - 6,,00 H1lisboroai h C¢ Sc toel Board Ca iti" I t�3 &;t of O v aue 60 ds 1 02/26/15 02/26/15 $83.33 $44,15 Jacksonville Electric Authority Pasco Co School Board Electric System Revenue Bonds Ref Certificates of Participation CO-MGR CO-MGR 02 1_1/1 $58 66- Oscooia-Co l+idrrde. Sates-fi'ax,Rev0,4 and7 - Li A4 _ 02/20/15 $15.36 Venice Cam -Florida Utility System Revenue Bonds CO-MGR 02/11/15 $100.70 Brevard Co School Board Ref Certificates of Participation CO-MGR 2/04/15 $95.9$ tarhp a W t,y ater-AuP-- IFev 6 VtiiifySyltdiple.bfi AC _..' 02/04/15 01/22/115 01/21/15 01/16/15 _ $180.84 $114.17 $60.00 $56,27 Tampa Bay Water Auth Orange Co School Board Florida Housing Finance Corp ^ Lake Co School Board Utility System Ref Rev Bonds Certificates_ of Participation Homeowner Mortgage Revenue Bonds Certificates of Participation CO-MGR CO-MGR CO-MGR CO-MGR 01/15/15 $50.33 Palm Beach Co Solid Waste Auth Refunding Revenue Bonds CO-MGR 12/12/14 $23.91 Peace River-Manasota Reg Wtr Supply Au Utility System Ref Revenue Bonds CO-MGR 12/12/14 $56.07 Peace River-Manasota Rei Wtr Supply Au Utility System Ref Revenue Bonds CO-MGR 1 APPENDIX C Raymond James' Negotiated Florida Underwriting Experience, 2012 Present 12/10/14 12/05/14 $132 34f orange Co School Board Certificates of Participation $60.22 Lee Co School Board Certificates of Participation CO MGR CO-MGR ' 4/14 - $ 2 Deltona Gl0y 4Jori 11/2� 4 11/14/14 11/14/14 $47 16 $20.00 !Orange Pasco Co Scho018aard C 1 fates f Efa Joy) Hollywood City Florida V _ __ M _� Water & Sewer Refunding Rev Bonds Co Housing Finance Auth Homeowner Revenue Bonds CO-MGR CO-MGR 10/; /14 $59. $- Ngrtherr `Pefm,Be-Pch Co Irrfp I t_ Water Coh roI $c-1Mpr"oVerrnknt,tribr}d !: _._LEA, .., .�; 10/28/14 $86.59 East Ctrl Reg Wstwtr Treatment Facs Op Bd Wstwtr Treatment Facs Rev Bonds CO-MGR 10/24/14 $45,46 Indian River Co School Bd Ref Certificates of Participation CO-MGR 09/25/14 09/19/14 09/10/14 $104,91.=Pasco $62.31 $5.99 C6=plorida __ ; Water $� $ev✓ e Ref $� Ii P -08 0oTids Brevard Co 5chool�Board Ref Certificates of Participation Pinellas Co Housing Fin Auth Single Family Hsg Rev Ref Bonds. Ll AD CO MGR CO-MGR 09/10/14 $12 30 Pinellas Co Housing Fin Auth Single Family Housing Rev Bonds CO-MGR 09/05/14 $29 02 Martin Co School Board Ref Certificates of Participation CO-MGR 0 / 4 - 08/15/14 ,. 9t $72.34 yiis- i ac i h I� cs Auth Lee Co School Board ital Rani & Certificates of Participation =I E CO-MGR pe/ /�A 06/18/14 3 a2 $55.80 JacksoPviJie I r rt4_AUthbC t Lake Co School Board Water_ SlWer " --- t cii5t Certificates of Participation CO-MGR 06/05/14 $63.93 Jacksonville Electric Authority Revenue Bonds CO-MGR 5 14 J35 -Tar' Cltchipldard CilfcatesPrticlptlon LA 0$%22] 4 05/15/14 05/09/14 2 79 3 $88.79 $28,00 e- I ei's it �FIA U,i llri+ rs pity > IirrIr v,...N. w ..�A. Jacksonville Electric Authority Seminole Co Florida -it a P At a iet� ft f rev C T_ fir v t Revenue Bonds Special Obligations Bonds CO-MGR CO-MGR *514z/ i 19�8 E it i o t -111 BaUrtl:s �.__._._ wM F etG i lfiti4 Y i e 9Tr 04/24/14 $21.07 Florida Housing Finance Corp Homeowner Mortgage Rev Bonds CO-MGR 04/24/14 $50.00 Florida Housing Finance Corp ..,.._._ Homeowner Mortgage Rev Bonds CO-MGR 03/19/14 03/06/14 $63.84 $72.446 Orange Co School Board Certificates of Participation Jacksonville Electric Authority Bulk Power Supply Sys Rev Bonds CO-MGR CO-MGR �m 01/16/14 ._._._ $287.92 Jacksonville Electric Authority mm Electric System & Sub Rev Bonds CO-MGR_ 12/12/13Bonds $50.00 Florida Housing Finance Corp Homeowner Mortgage Rev CO-MGR 12/05/ $$3,68 PotkCo Florlde := t9hI t- i on s � orth PorE City lerLda r tpPrtation tnp Ashes$, L AIa 1/ 1/a = =-$95 72 rp » 7 0e SD M- _ S IcS ua .0: _ 4 A ... 11/15/13 $50.86 Palm Bay City -Florida Special Obligation Ref Bonds CO-MGR 10/16/13 $168.87 Hillsborough Co Aviation Auth^mm_ Subordinated Revenue Ref Bonds CO-MGR 10/08/13 10/08/13 $165.31 $266.38 Broward Co Florida _ Broward Co -Florida Airport System Revenue Bonds _ _ Airport System Revenue Bonds CO-MGR CO-MGR b9 �4/ $ 26, I3 _ f�ifrhi IS L-,-ti 5 �Seap$rt eY ue t}�e 1 rI s - t 97 t ey rtu a 1 E Q / 13 Offf/ 255 ia� harIp I >5eltonity tFlbri, a -tl po it SS�ert1 ReRz3et� b3%/3u 08/14/13 91. $197 17 RceS?Y Creek Irriptuetht111/aiprrtl Jacksonville Electric Authority_ _ is CM rig BiS ,.. Electric Sys & Sub Revenue Bonds CO-MGR 08/14/13 T $19.29 _ _ _ Orange Co School Board Certificates of Participation CO-MGR 07/26/13 $29.71 Jacksonville Electric Authority Water & Sewer stem Rev Bonds CO-MGR 07/26/13 $173.93 Jacksonville Electric Authority Water & Sewer Sys & Sub Rev Bonds CO-MGR 07/17/13 $93.20 Lee Co -Florida Wtr & Swr Rev & Rev Ref Bonds CO-MGR IC/007/f 1Jcksonvlle eIetCri_ Alifiharit r JWitt i3ri t $ys of R Y Bo t A� Q$/p/J$ 53646rtiandCo Ffiida WetrandaFR�eyt#�S�S Q $ �9 asca Gb f¢cida = tray itiem t het Re d � S.r7W p 05 31/13 dWf $41.88 __ Osceola Co School Board tl mm 1 Certificates of Partication CO-MGR 05/23/13 05/15/13 $45,39 $89.84 Pasco Co School Board _ Florida Housing Finance Corp_ Certificates of Participation Homeowner Mortgage Revenue Bonds CO-MGR_ CO-MGR 05/02/13l�$15.35 Leesburg CFlorida Capital Improvement Ref Rev Bonds _ CO-MGR 04/26/13 04/24/13 Mmm 04/12/13 04/12/13 $96.23 $108,08 $50.90 $91,32 _r Jacksonville Electric Authority Florida Housing Finance Corp Brevard Co School Board Brevard Co School Board Electric Sys Revenue & Sub Bonds Homeowner Mortgage Revenue Bonds Ref Certificates of Participation Ref Certificates of Participation CO-MGR CO-MGR CO-MGR CO-MGR 03/22/13 $270.22 Miami Dade Co Expressway AuthT Toll stem Ref Revenue Bonds CO-MGR 02/27/13 $8.27 Orange Co Housing Finance Auth Homeowner Mtg Rev Ref Bonds CO-MGR 01/31/13 $75.30 Tampa Bay Water Auth Utility System Revenue Bonds CQ-MGR 01/25/13 $203.26 Jacksonville Electric Authority Electric Sys & Sub Revenue Bonds CO-MGR 2 APPENDIX C Raymond James' Negotiated Florida Underwriting Experience, - resen .. 1.1, -017242173- 01/18/ 12/14/12 $20,88 $59.33 $56.06 LOke Co School-B-oar Certificates of Participation Jacksonville Electric Authonty Electric System Sub Rev Bonds -13 - North Miami Beach -Florida Water Revenue Refunding Bonds ._ • _a , CO-MGR CO-MGR _CO-MGR___ 12/14/12 12/14/12 12/13/12 $174.32 $20.77 $110.53 Orlando -Orange Co Expressway Au Venice City -Florida - Tampa -Hillsborough Co Expressway Auth Refunding Revenue Bonds Utility System Revenue Bonds Revenue & Refunding Rev Bonds CO-MGR CO-MGR CO-MGR 12/13/12 $334.17 Tampa -Hillsborough Co Expressway Auth Refunding Revenue Bonds CO-MGR 12/12/12 $7.87 Tampa City -Florida Utilities Tax Refunding Rev Bonds CO-MGR 12/12/12 11/30/12 11/30/12 11/30/12 11/16/12 $38,02 $106.85 $669.67 L $43.82 $242._32 Tampa City -Florida Utilities Tax Ref & Revenue Bonds Miami -Dade Co -Florida Aviation Revenue Refunding Bonds " d C Fl 'd Aviation Revenue RefundinVionds Polk Co -Florida lUtility System Revenue Ref Bonds Orlando -Orange Co ExpresswalAy Revenue Refunding Bonds CO-MGR CO-MGR CO-MGR CO-MGR CO-MGR 7Hz:;4767/1477-1 10/04/12 J 0, $13.07 arjritqApitoiOtt 7.::ii-4I-titaL,Ini - Ats 0 `C„_.0.-Vogiotitrohyttility_---, Florida St University Fin Assist Ed Athletic Facs Imp Rev Bonds 1 CO-MGR ... O,• - ff-1.1..1,,,4661t.A0, -- 66takttOrT ---,,051m/ 09/20/12 09/20/12 $105.71 $515.62 Broward Co -Florida Broward Co -Florida Airport System Revenue Bonds ___, AirpcitS stem Revenue Bonds CO-MGR__ CO -Mai ' 0 -1M-AlKt_04 -- .- ..,. __ _. • /0-5-f --SW $43 04 im - =_ 11:2,,- 177 eCitoFlorida _ , 0K4 , _ate_ __ :_.: -- ',......-s--'--- - '- „ -A oihiA2 _ 08/21/12 $3.46' $81.68 -lacksonville Electric ATithoriy Jacksonville Electric Authority Power Park SYSRef-Fiev BonCis Power Park Sys Ref Rev Bonds CO-MGR CO-MGR 08/02/12 $140.64 Jacksonville Electric Authority Electric System Revenue Bonds CO-MGR 07/30/12 $109.61 Jacksonville Electric Authority Electric System Sub Rev Bonds CO-MGR 07/20/12 07/18/12 07/16/12 $537.21 i $178.37 $121.48 Miami -Dade Co -Florida Jacksonville Electric Authority Jacksonville Electric Authority Transit Sys Sales Surtax Rev Bond Water & Sewer Sys Sub & Rev Bonds Revenue Bonds CO-MGR CO-MGR _ CO-MGR .., - -= -, iwoirtrptim4i000 Ciit t --;;.= _ atattiWitAlR Efkit,41,--- ,�7712--z 06/12/12 ,_ _ $39,94 Marion Co -Florida lUtilitySystem Revenue Ref Bonds CO-MGR ja-iy -_- 7:: :Itiettigef-61___ - Itri-AotlotriTifiViked :41E-tio--w&-, _ 05/24/12 ,: $2.9.42 Miami -Dade Co School Board JCertIficates of Participation J CO-MGR 05/24/12 $58.78 Miami -Dade Co School Board Certificates of Participation j CO-MGR 05/24/12 05/17/12 $90.59 $20.66 Miami -Dade Co School Board Lake Co School Board Certificates of Participotion Certificates of Participation CO-MGR CO-MGR _ --,. - - 05/0442-- - :.-5V)ralygeS0JApalth,f100011i .ApLIWEIRfir p,--- _ ---12114,01:V12 --__-_,- 05/04/12 $152.30 Orange Co Health Facs Auth Hospital Revenue Bonds CO-MGR 04/18/12 04/05/12 $188.63 $270.65 Tampa City -Florida _ Broward Co School Board Health System Revenue Bonds Certificates of Participation CO-MGR CO-MGR 04/05/12 -- --- 03/29/12 03/28/12 $74.80 $23.07 $78.73 Florida Higher Ed Facs Fin Auth Lake Co School Board Orange Co School Board Revenue & Rev Refunding Bonds J Certificates of Participation Certificates of Participation CO-MGR CO-MGR CO-MGR 02/10/12$5.93 Florida St University Fin Assist Ed & Athletic Facs Imp Rev Ref CO-MGR 02/10/12 $35.58 Florida St University Fin Assist Ed & Athletic Facs Imp Rev Ref CO-MGR 01/26/12 $354.88 Jacksonville Electric Authority Water & Sewer Sys Rev & Sub Bonds CO-MGR 01/17/12 $174.88 Jacksonville Electric Authority Electric System Sub Rev Bonds CO-MGR 01/13/12 ____------- 01/05/12 $12.57 $56.45 Osceola Co -Florida Orange Co School Board Tourist Dev Tax Fifth Cent Rev Certificates of Participation CO-MGR CO-MGR Total $16,805.82 174 Deals Note: Senior managed issues are highlighted in the detailed list. 3 APPENDIX D Certification Statement Please quote on this form, if applicable, net prices for the item(s) listed. Return signed original and retain a copy for your files. Prices should include all costs, including transportation to destination. The City reserves the right to accept or reject all or any part of this submission. Prices should be firm for a minimum of 180 days following the time set for closing of the submissions. In the event of errors in extension of totals, the unit prices shall govern in determining the quoted prices. We (1) certify that we have read your solicitation, completed the necessary documents, and propose to furnish and deliver, F.O.B. DESTINATION, the items or services specified herein. The undersigned hereby certifies that neither ,the contractual party nor any of its principal owners or personnel have been convicted of any of the violations, or debarred or suspended as set in section 18-107 or Ordinance No. 12271. All exceptions to this submission have been documented in the section below (refer to paragraph and section). EXCEPTIONS: We (I) certify that any and all information contained in this submission is true; and we (I) further certify that this submission is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a submission for the same materials, supplies, equipment, or service, and is in all respects fair and without collusion or fraud. We (1) agree to abide by all terms and conditions of this solicitation and certify that I am authorized to sign this submission for the submitter. Please print the following and sign your name: SUPPLIER NAME• Raymond James & Associates, Inc. ADDRESS: 807 W. Morse Blvd., Suite 200 PHONE: 407-644-3173 FAX• 866-644-9710 EMAIL: jon.eichelberger@raymondjames.comBEEPER• SIGNED BY' TITLE: Managing Director DATE• December 15, 2015 FAILURE TO COMPLETE, SIGN, AND RETURN THIS FORM SHALL DISOUALIFY THIS BID. Page 2 of 42 Certifications Legal Name of Firm: Raymond James & Associates, Inc. Entity Type: Partnership, Sole Proprietorship, Corporation, etc. Corporation Year Established: 1969 Office Location: City of Miami, Miami -Dade County, or Other City of Miami, Miami -Dade County and multiple other locations Occupational License Number: City of St. Petersburg - 1540 Miami -Dade County - 6767983 Occupational License Issuing Agency: City of St. Petersburg- Headquarters and Miami -Dade County- Local Occupational License Expiration Date: 09/30/2016 Please list and acknowledge all addendum/addenda received. List the addendum/addenda number and date of receipt (i.e. Addendum No. 1, 7/1/07). If no addendum/addenda was/were issued, please insert N/A. Addendum No. 1 12-2-15 If Proposer has a Local Office, as defined under Chapter 18/Articlle III, Section 18-73 of the City Code, has Proposer filled out, notarized, and included with its bid response the "City of Miami Local Office Certification" form? YES OR NO? (The City of Miami Local Office Certification form is located in the Oracle Sourcing system ("iSupplier"), under the Header/Notes and Attachments Section of this solicitation) Yes Page 3 of 42 Line: 1 Description: Please disregard this Line Item and refer to Section 3.1, Specification/Scope of Work, and Section 4.0, Submission Requirements. Category: 94656-00 Unit of Measure: Unit Price: $ Number of Units: Total: $ Page 4 of 42 CITY OF MIAMI LOCAL OFFICE CERTIFICATION (City Code, Chapter 18, Article III, Section 18-73) Solicitation Type and Number: 521381,1 (i.e. IFQ/IFB/RFP/RFQ/RFLI No. 123456) Solicitation Title: Request for Qualifications for Municipal Bond Underwriting Services Raymond James & Associates, Inc. (Bidder/Proposer) hereby certifies compliance with the Local Office requirements stated under Chapter 18/Article III, Section 18-73, of the Code of the City of Miami, Florida, as amended. Local office means a business within the city which meets all of the following criteria: (1) Has had a staffed and fixed office or distribution point, operating within a permanent structure with a verifiable street address that is located within the corporate limits of the city, for a minimum of twelve (12) months immediately preceding the date bids or proposals were received for the purchase or contract at issue; for purposes of this section, "staffed" shall mean verifiable, full-time, on -site employment at the local office for a minimum of forty (40) hours per calendar week, whether as a duly authorized employee, officer, principal or owner of the local business; a post office box shall not be sufficient to constitute a local office within the city; (2) If the business is located in the permanent structure pursuant to a lease, such -lease _must be in writing, for a term of no less than twelve (12) months, been in effect for no less than the twelve (12) months immediately preceding the date bids or proposals were received, and be available for review and approval by the chief procurement officer or its designee; for recently -executed leases that have been in effect for any period less than the twelve (12) months immediately preceding the date bids or proposals were received, a prior fully -executed lease within the corporate limits of the city that documents, in writing, continuous business residence within the corporate limits of the city for a term of no less than the twelve (12) months immediately preceding the date bids or proposals were received shall be acceptable to satisfy the requirements of this section, and shall be available for review and approval by the chief procurement officer or its designee; further requiring that historical, cleared rent checks or other rent payment documentation in writing that documents local office tenancy shall be available for review and approval by the chief procurement officer or its designee; (3) Has had, for a minimum of twelve (12) months immediately preceding the date bids or proposals were received for the purchase or contract at issue, a current business tax receipt issued by both the city and Miami - Dade County, if applicable; and (4) Has had, for a minimum of twelve (12) months immediately preceding the date bids or proposals were received for the purchase or contract at issue, any license or certificate of competency and certificate of use required by either the city or Miami -Dade County that authorizes the performance of said business operations; and (5) Has certified in writing its compliance with the foregoing at the time of submitting its bid or proposal to be eligible for consideration under this section; provided, however, that the burden of proof to provide all supporting documentation in support of this local office certification is borne by the business applicant submitting a bid or proposal. 1 FORM -City of Miami Local Office Certification 7/22/2013 PLEASE PROVIDE THE FOLLOWING l[NFOR1VIATJ[ON: Bidder/Proposer Local Office Address: Does Bidder/Proposer conduct verifiable, full - time, on -site employment at the local office for a minimum of forty (40) hours per calendar week? , YES NO i„ If Bidder/Proposer's Local Office tenancy is pursuant to a lease, has Bidder/Proposer enclosed a copy of the lease? YES NO N/A Has Bidder/Proposer enclosed a copy of the Business Tax Receipt (BTR) issued by the City of Miami and Miami -Dade County? City of Miami: YES NO Exempt Cite Exemption: Miami -Dade County: Y. YES NO Exempt Cite Exemption: Has Bidder/Proposer enclosed a copy of the license, certificate of competency and certificate of use that authorizes the performance of Bidder/Proposer's business operations? YES NO It idder/Proposer's sibnnatnnre bellow certifies compliance with the Local Office requirements stated nnnder Chapter 18/Articlle III, Section 18-73, of the Code of the City of Miami, Florida, as amended. ion Ey e (b) -)er Print Name (Bidder/Proposer AAhorized Representative) Signature 2 FORM -City of Miami Local Office Certification 7/22/2013 sa- t:s 15 Date STATE OF FLORIDA COUNTY OF Pinellas Certified to and subscribed before me this 15th day of December , 20 15 , by Jon Eichelberger . s%'VA PENNI J DMNEY i•i MY COMMISSION#FF236431 (Signature of Nar'Public-State of Florida) ,��- EXPIRES: June 17, 2019 "•,' %�:81 � P Bonded Thru Notary Public Undervrtiten: (NOTARY SEAL) Personally Known XX Penni J. Diviney (Name of Notary Typed, Printed, or Stamped) Type of Identification Produced FORM -City of Miami Local Office Certification 7/22/2013 OR Produced Identification 3 APPENDIX E 2016 details - Business Tax Account RAYMOND JAMES & ASSOCIATES INC - TaxS... Page 1 of 1 Tax Collector Home Search Reports Shopping Cart Please do not include any special characters in the name, address, and e-mail field such as #, &, hyphens, comma, dashes. We have moved. Our new address is: 200 NW 2nd Ave, Miami, FL 33128 The information contained herein does not constitute a title search or property ownership. 2015 Tax Bills are Payable on Sunday, November 1, 2015. 2016 Details Bums Tax Account RAYMOND JAMES 6. ASSOCIATES INC Business Tax Account #6767983 Account details Account history PAID PAID Account number: 6767983 Business start date: 02/01/2011 Business address: RAYMOND JAMES & ASSOCIATES INC 9100 S DADELAND BLVD 105 MIAMI, FL 33156 Physical business location: UNIN DADE COUNTY PAID PAID PAID Owner(s): RAYMOND JAMES & ASSOCIATES INC 880 CARILLON PKWY ST PETERSBURG, FL 33716 Mailing address: RAYMOND JAMES & ASSOCIATES INC ATTN ACCTS PAYABLE 12 FL 880 CARILLON PKWY ST PETERSBURG, FL 33716 101 Print account application (PDF) 14 Dealer in intangible personal property 10/01/2015 NAICS code: FINANCE/INVESTMENT/HOLDING —09/30/2016 523210 CO STOCK&BOND/COMMODITY BROKER PAID 2015-08-04 $450.00 Receipt #CHECK21-15-111065 Print this bill https://www.miamidade.county-taxes.com/public/business tax/accounts/6767983 12/14/2015 APPENDIX F t .5.0,,.M�tl! gr�rW,�r�"CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 12/10/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Arthur J. Gallagher Risk Management Services, Inc. 4904 Eisenhower Blvd., Ste 250 Tampa FL 33634 CONTACT NAME: PHONE FAX (A/C, No, Eat). (AIC, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A :Federal Insurance Company 20281 INSURED Raymond James Financial, Inc. et al Attn: Corporate Insurance#07880 880 Carillon Parkway Saint Petersburg FL 33716 INSURER B ; INSURERC: INSURER D: INSURER E : INSURER F : 1/+A TG wII IAA�GB• ION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTRINSD TYPE OF INSURANCE ADDL SUHR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A x COMMERCIAL GENERAL LIABILITY Y 35242312 5/15/2015 5/15/2016 EACH OCCURRENCE $1,000,000 DAMAGE RENTED PREM SESO(Ea occurrence) $1,000,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $10,000 PERSONAL &ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE POLICY OTHER: LIMIT APPLIES JECT X PER: LOC PRODUCTS-COMP/OPAGG $1,000,000 $ A AUTOMOBILE X LIABILITY ANY AUTO ALL OVVNED HIJREDSAUTOS SCHEDULED 73064587 5/15/2015 5/15/2016 (O BINEEOSINGLE LIMIT $1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB O OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ $ DED RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N / A 71715982 4/1/2015 5/15/2016 X STATUTE OTH- ER E.L. EACH ACCIDENT $500,000 E.L. DISEASE- EA EMPLOYEE $500,000 E.L. DISEASE - POLICY LIMIT $500,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Additional Insured Form# 17-02-3080 as applies to General Liability coverage. RE: Branch #: Raymond James Financial, Public Finance I Branch Address: 880 Carillon Parkway, St. Petersburg, FL 33716. City of Miami is included as additional insured on General Liability coverage as required by written contract. CERTIFICATE HOLDER CANCELLATION City of Miami Attn: Purchasing Department 444 SW 2nd Avenue, 6th Floor Miami FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CITY OF MIAM DISCLAIMER, The information contained herein is solely intended to facilitate discussion of potentially applicable financing applications and is not intended to be a specific buy/sell recommendation, nor is it an official confirmation of terms. Any terms discussed herein are preliminary until confirmed in a definitive written agreement. While we believe that the outlined financial structure or marketing strategy is the best approach under the current market conditions, the market conditions at the time any proposed transaction is structured or sold may be different, which may require a different approach. The analysis or information presented herein is based upon hypothetical projections and/or past performance that have certain limitations. No representation is made that it is accurate or complete or that any results indicated will be achieved. In no way is past performance indicative of future results. Changes to any prices, levels, or assumptions contained herein may have a material impact on results. Any estimates or assumptions contained herein represent our best judgment as of the date indicated and are subject to change without notice. Examples are merely representative and are not meant to be all-inclusive. Raymond James shall have no liability, contingent or otherwise, to the recipient hereof or to any third party, or any responsibility whatsoever, for the accuracy, correctness, timeliness, reliability or completeness of the data or formulae provided herein or for the performance of or any other aspect of the materials, structures and strategies presented herein. Raymond James is neither acting as your financial advisor nor Municipal Advisor (as defined in Section 15B of the Exchange Act of 1934, as amended), and expressly disclaims any fiduciary duty to you in connection with the subject matter of this Proposal. Municipal Securities Rulemaking Board ("MSRB") Rule G-17 requires that we make the following disclosure to you at the earliest stages of our relationship, as underwriter, with respect to an issue of municipal securities: the underwriter's primary role is to purchase securities with a view to distribution in an arm's- length commercial transaction with the issuer and it has financial and other interests that differ from those of the issuer. Raymond James does not provide accounting, tax or legal advice; however, you should be aware that any proposed transaction could have accounting, tax, legal or other implications that should be discussed with your advisors and/or legal counsel. Raymond James and affiliates, and officers, directors and employees thereof, including individuals who may be involved in the preparation or presentation of this material, may from time to time have positions in, and buy or sell, the securities, derivatives (including options) or other financial products of entities mentioned herein. In addition, Raymond James or affiliates thereof may have served as an underwriter or placement agent with respect to a public or private offering of securities by one or more of the entities referenced herein. This Proposal is not a binding commitment, obligation, or undertaking of Raymond James. No obligation or liability with respect to any issuance or purchase of any Bonds or other securities described herein shall exist, nor shall any representations be deemed made, nor any reliance on any communications regarding the subject matter hereof be reasonable or justified unless and until (1) all necessary Raymond James, rating agency or other third party approvals, as applicable, shall have been obtained, including, without limitation, any required Raymond James senior management and credit committee approvals, (2) all of the terms and conditions of the documents pertaining to the subject transaction are agreed to by the parties thereto as evidenced by the execution and delivery of all such documents by all such parties, and (3) all conditions hereafter established by Raymond James for closing of the transaction have been satisfied in our sole discretion. Until execution and delivery of all such definitive agreements, all parties shall have the absolute right to amend this Proposal and/or terminate all negotiations for any reason without liability therefor. 35 DREXEL HAMILTON A Service Disabled Veteran Broker 1)eal.et INCORP GRATED 16 OR Philadelphia New York * Chicago Jacksonville I Iouston Boston Milwaukee * Lincoln San Francisco Detroit ElDREXEL HA'1ILTON December 16, 2015 Ms. Yadissa Calderon Procurement Contracting Manager City of Miami 3500 Pan American Drive Miami, FL 33133 Dear Ms. Calderon, Drexel Hamilton LLC ("the Firm") is proud to submit its application to provide financial underwriting services as a Co -Manager to the City of Miami ("the City"). Drexel Hamilton is a Service Disabled Veteran Owned and Operated Broker -Dealer with an experienced fixed -income division dedicated to providing excellence in service to our clients. Since starting with just 12 employees in 2010, the Firm has grown to 101 employees, more than 40% of whom are United States military veterans. We are committed to developing the best broker -dealer in the market, but most importantly earning the trust of our customers as we demonstrate our commitment to the highest standards of ethics, morality, and service. Our firm's mission is to provide employment opportunities to those who have fought bravely and sacrificed physically in heroic service to our country. Under the guidance of longtime industry professionals, Drexel Hamilton seeks to build a successful firm owned and operated by service- disabled veterans. We thank you for your consideration and the opportunity to present our qualifications. Sincerely, Thomas Mead Managing Director Drexel Hamilton, LLC 77 Water Street, Suite 201 New York, NY 10005 (212) 632-0408 tmead@drexelhamilton.com Jerry Majetich Vice President Drexel Hamilton, LLC 100 South Nine Lake Circle Ponte Vedra Beach, FL 32082 (904) 524-8306 jajetich cAdrexelhamilton.com PHILADELPHIA • NEW YORK • CHICAGO • JACKSONVILLE • HOUSTON BOSTON • MILWAUKEE • LINCOLN • SAN FRANCISCO • DETROIT 3 Table of Contents Cover Letter 3 Proposal Response 5 Proposed Finance Team 14 Drexel Hamilton Florida Underwriting 16 Signed Certification Statement 17 Drexel Hamilton 2015 Q2 G-37 Letter 19 Drexel Hamilton Red Book Listings 23 October 2015 FOCUS Report . 25 Goldman Sachs & Pershing Comfort Letters . . • 33 Drexel Hamilton DVBE Certifications ....... .... 35 3. Executive Summary A signed and dated summary of not more than three (3) pages containing the Proposer's Overall Expertise, Qualifications and Experience. Include the name of the organization, business phone, contact person, and phone/fax/email address. Describe its overall organization, history and background, tax status, principals, owners, board of directors and/or board of trustees, number of professionals employed, and the date Proposer was incorporated/organized; State(s) incorporated/organized in. Founded in Philadelphia, PA in 2o07 by disabled Vietnam veteran Lawrence K. Doll, Drexel Hamilton, LLC is a Service Disabled Veteran Owned Broker -Dealer (SDVOB). The firm was created with the dual purpose of giving service -disabled veterans the opportunity to apply their skills to the financial services industry while presenting clients with a means to satisfy Federal SDVOB contracting goals. With just 12 employees in December 2010, Drexel Hamilton expanded its operations, launching a fixed income office in New York with expertise in the trading of municipal, government, agency, and corporate bonds, as well as providing underwriting services. Since then, our firm has grown to 101 employees, more than 4o% of whom are veterans of the United States Armed Forces and more, than 2o% of whom are recognized as a Service Disabled Veteran by the Department of Veteran Affairs. Our firm is currently active in six different major products: municipals, Treasuries, agencies, mortgage -backed securities, corporate bonds, and equities. We maintain full-scale equity and fixed income trading platforms, and our departments are led by Wall Street veterans and traders with an average of 25 years of experience. Additionally, we partner each Wall Street veteran with a veteran of a branch of the United States Military as part of our firm's unique "Vet - with -a -Vet" program, where our veterans receive active training sitting side -by -side with an industry veteran in capital markets, sales, and trading. As a result, a number of our returning veterans have developed a significant footing in the financial industry and have since become "trainers" as our firm continues to live out its mission to hire and train service -disabled veterans for a career in the financial industry. Our municipal team is led by Managing Director Thomas Mead, who has more than 4o years of experience as an underwriter and has served as the Financial Advisor to the New York City Municipal Water Finance Authority for the last 25 years. Mr. Mead, who also serves as our firm's Chief Operating Officer, spearheads our firm's commitment to municipal finance as one of the primary business lines in our firm. We employ a dedicated banking team strategically located across the country, including in our Jacksonville office, and we remain committed to continuing our department's growth by targeting key issuers nationwide. Drexel Hamilton currently maintains offices in ten cities across the country, including our headquarters in Philadelphia and our primary business office in New York City, with a full- scale equity and fixed income trading platform. We also have satellite offices in Chicago, Illinois; Jacksonville, Florida; Houston, Texas; Boston, Massachusetts; Milwaukee, Wisconsin; Lincoln, Nebraska; San Francisco, California; and Detroit, Michigan. In each office we maintain our desired partnership of a "Vet -with -a -Vet," pairing a military veteran with an industry veteran to provide more localized coverage to accounts and issuers in those areas. Since our inception, our firm has sought to provide additional opportunities for Service Disabled Veterans and SDV-Owned and Operated Businesses. Drexel Hamilton was recently recognized for our efforts in spearheading the creation of a DVBE category for public contracts with the State of New York, and we are now recognized officially as a Service Disabled Veteran Business by the State, as well as within the State of Florida. We remain committed to providing opportunities for veterans seeking a career in the financial industry, specifically through our partnership with government agencies and issuers across the country. Drexel Hamilton is proud to have served Miami Dade County as an underwriter for ten total transactions in the last two years, and we are eager to demonstrate our capabilities and provide the same level of exceptional service to the City. 5 4. Proposer's Overall Qualifications and Experience a) Proposer shall satisfy each of the minimum requirements listed under Section 2.9, Proposer's Minimum Qualifications, of the RFQ. Proposer must also submit an affidavit of Proposers declaration of compliance to the Minimum Requirements and Pre -Requisites as stated in Section 2.9; Drexel Hamilton affirms that our firm meets all of the requirements outlined in Section 2.9. We have included a copy of our most recent Red Book listing for both New York and Florida, as well as a copy of our most recent G-37 filing. We have also included our firm's certification of recognition as a Service Disabled Veteran owned business from the State of Florida. Please see corresponding attachments for confirmation of minimum requirements. b) Describe your firm's underwriting practice as related to public finance. Compare public finance staffing in your firm three (3) years ago and that of today; Our municipal team is led by Managing Director Thomas Mead, a veteran of the U.S. Army who has more than 4o years of experience as an underwriter and has served as the Financial Advisor to the New York City Municipal Water Finance Authority for the last 25 years. Because of Mr. Mead's role as Financial Advisor to the NYCMWFA, our firm has been involved in every issue from one of the nation's largest issuers of municipal bonds over the last four years, providing our veterans training in the industry with a tremendous opportunity to participate in every aspect of the underwriting process. Our municipal finance and sales staff has transferred that access — unique to a firm of our size — to the underwriting, pricing, sales, and trading process of a new issue, which has allowed our firm to excel in serving as a Co -Manager to a number of major issuers across the country. We are committed to our public finance activities, currently employing three bankers who are tasked with interfacing with issuers across the country, as well as a fixed income sales force of 25, nine of whom focus solely or primarily on municipal sales. Combined with the 25 years of experience of head trader John Donovan, we have more than doubled our coverage of accounts in the secondary market in the last six months, providing further support to our accounts and the issuers we serve in the primary market. We continue to partner our Wall Street veterans with our military veterans across all platforms, further enhancing our capabilities in each area. c) Disclosure by the underwriter of any conflicts of interest, as stated in MSRB Rule G- 17, including finder's fees, fee splitting, or other contractual arrangements of the firm that could present a real or perceived conflict of interest. Additionally, the firm should disclose if there are any pending investigations of the firm or enforcement or disciplinary actions imposed on the firm within the past three (3) years by the Security Exchange Commission (SEC) or other regulatory bodies; On December 23, 2014, Drexel Hamilton consented to sanctions and the entry of findings that despite the need for four unlicensed Managing Directors to become licensed as general securities principals as its primary compliance concern in year-end reviews, the firm permitted the individuals to retain the Managing Director title and/or continue to act in a supervisory and/or managerial capacity without the required licenses. Since that time, two of the four have received the proper licensing and the other two have ceased using the Managing Director title. None of those four employees conduct any business in municipals, and there are no other past or any pending actions against the firm or any registered principals, nor are there any current or pending litigations or proceedings against any municipal personnel. Additionally, there are no current conflicts of interest or any anticipated proceedings by any individual or private party that would have a material adverse impact on our inclusion in any City transaction. 6 d) Certify the Proposer's Excess Net Capital position as of September 30, 2014 to date; and Because of our commitment to our mission of hiring and training service disabled veterans for a career in financial services, we return all capital generated through the growth of our business back into that mission, and we now currently employ 45 military veterans, 25 of whom were injured while bravely serving our country in combat and are recognized as Service Disabled Veterans by the Department of Veterans Administration. All of our firm's remaining uncommitted excess net capital is available for municipal underwriting. Our current Excess Net Capital position is $4,549,973.00 as of October 3o, 2o15. Without assistance of backstop, our firm would be able to underwrite $2o million in 20-year or longer bonds. Additionally, as a result of our relationship with Goldman Sachs and Pershing, our firm has additional backstop that would provide us with the capacity to serve as Co -Manager to the County. The ability to be included in issues that other firms our size would not was evidenced by our investment in the American International Group, Inc. (AIG) common stock reoffering of 300,000,00o shares. In that issue, Goldman Sachs provided a backstop of $70,000,00o in order to allow our firm to meet its liability as a Senior Co -Manager. Please see FOCUS Report for full capital disclosures. e) Disclose whether your Firm has been involved in the prior trade of securities for the City of Miami? If so, please specify dates and provide detailed information concerning the services provided. Drexel Hamilton has not participated in a City of Miami transaction in the past, but we have been active with Miami Dade County offerings as a Co -Senior Manager in the past and remain committed to expanding our municipal involvement in the region. 5. Proposer's Ability to Underwrite Capacity Bond a) Describe the Proposer's bond sales abilities with emphasis on the Proposer's institutional and/or retail distribution capabilities and ability to place Florida paper. Include in a tabular format the following (limit to three pages): 1) Number of sales personnel in Florida; 2) Number of offices in Florida; and 3) Number of offices nationally. As the market's volatility has increased over the past two years, our firm has been affected in a positive way by seeing an increase in opportunities to participate in new issue transactions. Because many of the larger banks have been forced to cut back on their holdings, smaller firms like Drexel Hamilton have been able to seize the opportunity and serve as Co - Manager to more issues as a way of increasing the overall distribution of an offering. As we have gained additional access to the market, we have been able to further develop our relationships with the three key players in municipals — issuers, lead managers, and buy side accounts. Additionally, as the volatility has decreased liquidity for a number of major buyers, we have been able to generate more opportunities in the secondary market, as well, also furthering our goal to establish deeper relationships with key accounts. One aspect of our distribution approach that we believe differentiates our firm is our ability to integrate structuring expertise into the marketing and underwriting process. We do not view transactions as a group of separate maturities but rather as a structural whole wherein individual maturities comprise the building materials to be integrated together in optimal fashion in order to realize the purposes of the transaction in the most efficient and functional ways possible. As an example, a transaction issued with significant premium coupon bonds while at the same time capitalizing interest is often one that is in conflict with itself, especially in the current interest rate environment where reinvestments rates are historically low which creates significant amounts of negative arbitrage. In this situation we would pursue investors 7 interested in more par type bonds and present the issuer with structural alternatives demonstrating the tradeoffs between negative arbitrage, option value, and overall cost of borrowing. # Sales Florida Offices National Offices 1 1 9 b) For each of calendar years 2012, 2013 and 2014 and in tabular format, set forth the total number of municipal bond transactions the Proposer has served as Senior Manager and the total par amount involved (limit to one page); Year Total Deals Total Volume 2012 3 $74,775,000 2013 0 0 2014 0 , o 2015 (YTD) 0 0 Total 3 $74,755,000 c) For each of calendar years 2012, 2013 and 2014 and in tabular format, set forth the total number of municipal bond transactions the Proposer has served as Co -Manager and the total par amount involved (limit to one page); Year Total Deals Total Volume 2012 38 $20,258,008,579 2013 91 $29,111,604,004 2014 123 $23,511,715,667 2015 (YTD) 169 $30,754,685,000 Total 421 033,636,0313,25o d) Provide information related to the Proposer's capitalization, as follows: A table that reflects the most recent available data (include date) for the Proposer's total capital and excess net (uncommitted) capital; and As of Total Capital Equity Capital Net Capital Excess Net Capital 10/30/15 $5,812,1o1 $1,113,201 $4,666,432 $4,549,973 e) Describe Proposers access to sources of current market information to provide bond pricing data before, during and after the sale. Our firm utilizes all available resources when providing commentary to both our clients and the issuers with whom we are involved. When we are first named to a new issue, our underwriting desk utilizes the MSRB's online database (EMMA) to track the previous offerings brought to the market by the issuer, as well as issuers with similar credits, debt portfolios, sources of funds,and demographics. We also examine the secondary trading activity to determine if the pricing levels were accurate based on the market fluctuations at the time of the offering. Finally, we use Bloomberg's portfolio database to discover the major holders of the issuer's bonds, which provides us with target investors for the upcoming transaction. During the sale, our firm's head trader and municipal market analyst, John Donovan, provides our desk with regular updates on secondary activity of similar credits and bond types, allowing us to provide both the issuer and the buy -side with context for the given offering. Following the initial trade, we also use both Bloomberg and EMMA to track the secondary activity of the bonds to help establish the level of accuracy with which the bonds were priced. As 8 the Pricing Advisor to the New York City Municipal Water Finance Authority, one of the top io issuers of bonds on a yearly basis, this type of pricing analysis is common for us, and we believe our experience in tracking NY Water transactions has translated well to tracking bonds from other issuers when we have been named to the underwriting syndicate. 6. Qualification and Experience of Personnel a) Provide resumes of each public finance professional that will be assigned to the Engagement. Describe the role of each in, and level of commitment to, the Engagement as well as their experience with municipal clients (limit to one page per professional); Mr. Thomas Mead — lead underwriter and main point of contact Mr. Jerry Majetich — relationship manager Mr. Shams Ray Lawson — lead banker Mr. Eric Eberth — assistant banker Mr. Fred Phelan — assistant banker Mr. John Donovan — head trader and market analyst Mr. Michael Ivcic — lead syndicate manager and additional point of contact Ms. Kimberly Alonzo assistant banker and syndicate coordinator Please see attached "Professional Resumes"for qualifications of each team member. b) For the Proposer and for each employee of the Proposer listed above (i.e. the primary account executive and public finance professionals assigned to the Engagement), a brief explanation of: (i) litigation pending or past judgments entered against the individual or his or her Proposer, because of an act or omission of such individual in a professional liability action, if any; and (ii) regulatory or criminal actions, proceedings or investigations to which the individual or the Proposer has been subject over the last three years, whether or not the same has resulted in charges, convictions, suspensions or debarments (no page limit); There have been no violations against any of the individuals proposed to serve on the finance team, not against Drexel Hamilton as a Firm, related to any municipal involvement in any way, nor have any employees been the subject of any litigation or investigations over the last three years. c) Documentation of the Proposer's participation in the City's recent negotiated sale or the negotiated sales of other municipalities in the State of Florida; and Below is a list of negotiated transactions in which Drexel Hamilton has served a Florida issuer as an underwriter, along with our firm's total orders and allocations: Date Issuer State 1/ 0 g Ca 3 g otwiH Size Issue lax Type nu � 4d l g Role Orden Allotment °` 11 + r` 101) e —1;-54c t 65500 25 ��4 io $32�3���� kAi'��o" l7/201'4 s lvlt it i Dade $/2 2 t1 , & County ,04 fi 1,610000 40 bl e e e� 5 � l e l C nbaenue 01416elir_e e, . udi[l t a .,� ' 0 b Uy L tiffitage 4/23/2015; Miawn-Dade County r FL ; $243,085,000" Generalsobligation enma'rketing 1 ..: : N Neg ad -Si 7760 5/.13/2015 M amhDade County FL, ., $195,630,000 , Transit. System, Surtax Revenue Bonds . ,; t N ,,, , , Neg , ; Co -Sr 255Q. . 2285,.„ - , _, 5/19/2015, Miami lade County ,_, FL. ,: $481,175,000, Water/Sewer-Revenue Refunding Bonds , s N .. , Neg ,, Co- Sr 2750 ,. -,. 2750 , _, ,• 6/9/2015 MtamrDade County F1. $534180 000 Aviation Revenue Refunding Bonds N Neg CaSr 16225 335( .iailre PInrl sfumto 5,25i)74:0 t om LiWk i f'e�#N-I, (J it 4-t ea ) Nti N C 3 5 ,� f 35 1 12/2/2015 Miami=bade County "` FL $83,755,000-`' Solid Waste Revenue -Refunding Bonds ' 1\14' O-Sr 29535 ' 8010 ' TOTAL $3,530,025,000 148370 28725 9 d) Provide no less than a list of three (3) references within the past five (5) years for whom similar services were performed. Include the term of the contract, the compensation structures, and include the address, phone number(s) and contact persons within the organization. Client Name Client Contact Phone Email Address Service Provided Miami -Dade County Frank Hinton (305) 375-5147 FPHI@ Miamidade.gov Co -Manager on 4 transactions in '14, elevated to Co -Senior Manager in 2015. New York City Municipal Water Finance Authority Tom Paolicelli (212) 788-5889 Paolicellit@ omb.nyc.gov Pricing Advisor for all new issue transactions since 2011. State of California Blake Fowler (91.6) 653-2903 bfowler@ treasurer.ca.gov Co -Manager on all issues from State and State -level agencies since 2012. e) Relevant experience of the firm and the individuals assigned to the issuer, and the identification and experience of the individual in charge of the day-to-day management of the bond sale, including both the investment banker(s) and the underwriter(s). Since receiving our new issue license in March of 2011, Drexel Hamilton's municipal department has been involved as an underwriter in 427 new issue transactions, helping to facilitate the sale and distribution of more than $107 billion in new issue product in that span. While the bulk of the transactions have been standard fixed-rate transactions, we have had experience in underwriting variable rate debt, green bonds, mandatory put bonds, floating rate notes, RAN's, BAN's, bank qualified paper, and mandatory tender bonds, working closely with the issuer, Senior Manager, and other syndicate members to maximize distribution of each issue. Our firm's Managing Director of Municipals, Thomas Mead, has been an underwriter for more than 40 years and leads a team of both Wall Street and U.S. Military veterans who have. developed a proven track record of providing exceptional underwriting services to our clients. Together with relationship manager Jerry Majetich in Jacksonville and lead banker Ray Lawson, syndicate manager Michael Ivcic, and head trader John Donovan in New York , our firm will bring the same level of commitment and dedication to the underwriting and distribution process that our men and women in uniform bring to our nation's military. It is that service that we believe distinguishes us from many other smaller, regional, and minority broker dealers in the municipal market. f) A description of the firm's bond distribution capabilities including the experience of the individual primarily responsible for underwriting the proposed bonds. The firm's ability to access both retail and institutional investors should be described. Recently, our firm has experienced significant growth in our number of employees, as we continue to both hire and train disabled veterans and subsequently hire additional Wall Street veterans to serve as their mentors through our unique "Vet -with -a -Vet" program. As we continue to partner our industry veterans with our military veterans, we have seen a progressive increase in our capacity to market and distribute all of the products in which we are involved, including municipal bonds. We currently have 14 equity sales professionals and 25 fixed income sales professionals, many of whom transact business across multiple platforms. Of those 39 total sales professionals, nine focus either solely or primarily on municipals. We have demonstrated 10 capacity to distribute transactions for Miami Dade'County to those accounts in the past, and we are confident that our distribution would continue to increase if selected to serve as a Co Manager to the City as well. Our firm's primary interaction and distribution is with accounts typically defined as professional retail, as well as other major investment banks. In addition to our coverage of the major institutional buyers of municipal bonds, Drexel Hamilton has made a conscious effort to expand our coverage of the increasingly important retail investor, especially accounts traditionally considered "Tier 2" and "Tier 3" accounts. To this end the firm has begun to form a series of strategic alliances with municipal firms that distribute bonds to retail buyers but do not have an investment banking area. Combining our financial expertise with the mission to hire and train military veterans returning from service to our country, we have been able to provide increased distribution to traditional "buy and hold" accounts, especially in locations where we maintain an operational office like Boston. We specialize in targeting the mid -level accounts that often fly "under the radar" of larger institutions, and our intimate knowledge of the account's portfolio helps us accurately match their interest and needs with the proper section of the transaction. We have also worked diligently to develop relationships with many large public funds across the country, and those relationships, together with our targeted marketing capabilities, would allow our firm to successfully generate interest — and ultimately orders — for any offering. Another important aspect of our firm's distribution that differentiates us from other underwriters is our coverage of small and mid -cap banks who have become significant buyers of municipal bonds. With two dedicated research analysts covering the bank sector, Drexel Hamilton just recently completed our first -ever financial services conference in Miami, with 24 banks presenting in large investor forums and giving one-on-one conferences with investors on the outlook for their respective banks. As a result of our firm's extensive relationship with many of those banks' CFO's and CIO's, our sales staff has been able to evaluate the portfolios and provide detailed recommendations on new issues and opportunities for swaps and trades. 7; Understanding of City: a) Describe the yProposer's=understanding of the City's fijnancial situation. including ideas on how the City should approach;its current financing issues; such as bond structutes, credit rating' strategies and investor marketing strategies (limit to two pages); and We believe that the City has developed the appropriate budgetary and debt structuring protocols to maximize its ratings strength and manage its financing programs in efficient and cost effective ways. This is best evidenced by the significant ratings upgrade the City received early this year for its General Obligation Bonds, non -ad valorem and limited tax credits. Adherence to its debt management policy, which, among other things, precludes the issuance of debt for current operations of the City Government, establishes prudent debt limit ratio targets to maximize rating strength and future financing flexibility, bases maximum bond maturity on the useful life of the facilities financed, and applies both short and long term considerations in the debt structuring process, is the best strategy for the City to follow in order to demonstrate to the markets its commitment to sound and prudent debt management practices. Adherence to such practices, in conjunction with Miami's strong, diversified economy and strong recent budget recovery will guarantee that the City's bonds will be received by the markets in the most price competitive ways possible. We believe too that the relatively easy passage of the 2016 $goo million operating budget will also be of comfort to investors, especially given that the City is targeting extra revenues derived from the 13 percent citywide increase in property values primarily to bolster public safety. Still, significant challenges remain, especially with regards to pension obligations, and remaining union contracts. How the City meets these 11 challenges, along with how it structures its future debt given current debt service patterns, will be primary determinants of whether it will receive further upgrades to its ratings. The City's fiscal year 2015-2016 proposed capital budget and multi -year capital plan calls for approximately $604.122 million in spending of which $139.393 million (approximately 23.07% is to be financed with bonds. That is a fairly significant increase given that the City's current outstanding debt as of September 30, 2015 was $673.761 million (with general obligation outstanding of $205.038 million and Special Obligation, Revenue Bonds, and Loan debt equaling $468.723 million). Given this large amount of projected new bonding, we recommend that the City give fulleffect to the useful life of the facilities financed in order to maximize programmatic average life and, therefore, insure maximum future financing flexibility. This can be accomplished by shifting as much PAYGO capital expenses currently in the budget to the funding of assets with shorter average lives, such as police and fire vehicle and facility upgrades. Another approach that the City can take to maximize programmatic efficiency is integrate shorter optional call periods into its upcoming financings. We maintain a proprietary library of option valuation tools designed to provide our clients with the broadest possible analytical framework within which they can make the most informed decisions relating to refunding criteria and call options. Such tools are particularly effective in evaluating the benefits associated with using shorter call protection periods. Given the size and diversity of the City's financing programs, we believe strategically increasing programmatic flexibility, especially in years 2022 and 2023, via the use of shorter call protection periods should be one of the City's core debt management practices and our experience is that investors are not only receptive to customized call features but are often willing to pay aggressive prices for them. b) Describe the Proposer's understanding of the City's local political, economic, legal and other issues that may affect the proposed financing (limit to two (2) pages). Through our work with Miami Dade County, we have become keenly aware of the political and economic components of a debt financing program in the Miami area. With an extremely diverse population, the City is a delicate balancing act, working to ensure people of all racial and ethnic backgrounds have a voice in the City. Any change in that balance could likewise change financing priorities of an administration or corporation in the City, which could then have a domino effect on the rest of the debt portfolio. Additionally, the extreme weather that often strikes the area could also wreak havoc with any planned financings and potentially force the City to divert funds appropriated for debt repayment towards emergency management funds. We have had extensive experience with working with Miami's debt portfolio, especially with Mr. Mead's prior role as the Financial Advisor to the Miami Dade County Public Schools and our firm's role as Co -Senior Manager to the County itself, and believe we are well -positioned to provide the necessary recommendations for debt issuance that best positions the City for its financial future. Attached for your reference, on the Header Section of this RFQ, is the City's Capital Plan for FY 2014-15. 8. Description of the approach to providing services requested in the solicitation Provide a synopsis the Proposer's process and procedures, the standards it adheres to, and its general philosophy to the underwriting process. Describe how the Proposer views the roles of the other parties, such as the client, in the process. Our team's underwriting approach is to find the best possible market point where the proposed issue provides the lowest total cost of issuance for the issuer while simultaneously 12 providing the buy -side accounts with access to the bonds at the lowest possible price. To do this, we believe in examining three distinct aspects of the transaction to find the point where they intersect in the best possible way for both the issuer and the account. First, we work with the bankers to determine the parameters for issuing, which become even more important when working through a refunding scenario. To that end, we have entered into an exclusive partnership with Larry Wadler of Precision Analytics, one of the nation's foremost structuring and verification experts. Along with our banking team, Mr. Wadler will perform a thorough analysis of the City's outstanding debt and issuing parameters to determine the best possible structure for entering the market. Next, we'll provide the structure to a select group of accounts to solicit feedback on a preference for coupon and anticipated yield, which will allow us to establish a level of demand for the proposed structure. Finally, our trading and underwriting desk will compile a list of previous transaction from the City and similar issuers to develop what we believe to be the coupons and yields that would present the buyers with their desired structures while adhering to our commitment to achieving the lowest cost of issuance to the City. One example of where our firm provided a significant benefit to an issuer through this process was our role as Co -Manager in a four -firm syndicate for the State of Louisiana's Unclaimed Property issue of $73MM bonds. In that transaction, the Senior Manager released a pre -marketing scale with every maturity showing a 5% coupon, including the longest maturity in 2035. On the syndicate call the evening prior to pricing, we recommended a 4% coupon on some or all of the bonds in the longer maturities after receiving significant feedback from accounts specifically looking for similar bonds, as the additional spread added to the yield on the 5% bonds would have resulted in the 4% bonds pricing at a discount. The Senior Manager worked the State and their Financial Advisors to create the exact structure we recommended, and at the close of the order period the 2035 bonds with a 4% coupon were the most oversubscribed tranche in the entire transaction, allowing the Senior Manager to further tighten the absolute yield and provide the State with a lower total cost of issuance. That type of market evaluation and pricing understanding demonstrates our firm's underwriting capabilities and how our inclusion in a City issue would provide a benefit to the issuer. 9. Trade Secrets Execution to Public Records Disclosure All Proposals submitted to the City are subject to public disclosure pursuant to Chapter 119, Florida Statutes. An exception may be made for "trade secrets?' If the Proposal contains information that constitutes a "trade secret", all material that qualifies for exemption from Chapter 119 must be submitted in a separate envelope, clearly identified as "TRADE SECRETS EXCEPTION," with the Proposer's name and the RFQ number marked on the outside. Please be aware that the designation of an item as a trade secret by you may be challenged in court by any person. By your designation of material in your Proposal as a "trade secret" you agree to indemnify and hold harmless the City for any award to a plaintiff for damages, costs or attorney's fees and for costs and attorney's fees incurred by the City by reason of any legal action challenging your claim. Drexel Hamilton is not submitting our proposal with any trade secrets and is not applying for an exception. 13 Proposed Finance Team THOMAS MEAD Managing Director of Municipals / New York, NY Mr. Mead is the Managing Director of Municipal Finance at Drexel Hamilton. He has more than 4o years of experience in municipal finance, and has served as the financial advisor to the New York City Municipal Water Finance Authority for the last 20 years. With experience in leading the municipal departments at both Salomon Brothers and Ramirez & Co., Mr. Mead spearheaded the firm's efforts to receive its new issue license in March of 2011, and has been the firm's municipal desk leader and head underwriter for every transaction in which the firm has been involved. He oversees the hiring and training of all new municipal employees, including service disabled veterans Eric Eberth and Fred Phelan. He will be the project manager and lead underwriter for this transaction. JERRY MAJETICH Vice President, Municipals / Jacksonville, FL Mr. Majetich served in the U.S. Army from 1993 until 2007, deploying as both Desert Storm and Operation Iraqi Freedom. In October of 2005, his vehicle was struck with an IED. His injuries suffered included 35% Total Body Surface (TBS) burns, i00% face and scalp burns, the loss of both ears and a portion of his nose. He also had a complete amputation of right pinky and thumb, amputation down to the first joint of the remaining three fingers, fingertip amputation of all four fingers of the left hand, and suffered severe muscle loss and damage to the right arm and shoulder, Mr. Majetich's breast plate was forced into his stomach during the blast, which resulted in the loss of 1/3 of his small intestines and 1/4 of his stomach. Upon evacuation from Iraq, he was wounded by gun shots to his rear upper right leg and right shoulder. He also fractured his spine in three places along the L4 and L5 lumbar region. To date, Mr. Majetich has had more than 7o surgeries and operations as a result of his injuries, and because of his service he received several awards, including the Bronze Star and Purple Heart in 2006. He joined Drexel Hamilton in 2008 and is now based in the firm's Jacksonville office, working to build new relationships with various state and local governments across the country. SHAMS RAY LAWSON Senior Vice President, Municipal Finance / New York, NY Mr. Lawson joined Drexel Hamilton in the spring of 2015 as Senior Vice President of Municipal Finance, bringing with him over 15 years of experience covering issuers in the Midwest and Mid - Atlantic regions. Mr. Lawson has experience as a banker executing Senior Managed transactions for state -level issuers in Ohio, Michigan, Illinois, Maryland and Virginia, totaling an excess of $5 billion. Prior to joining the firm, Mr. Lawson worked at several large municipal banks, including Bank of America Merril Lynch, Sterne Agee, and CastleOak Securities. A graduate of Ohio State University, Mr. Lawson is a member of the National Guard of the United States Army, and holds Series 7 and 66 licenses from FINRA. Mr. Lawson will serve as the primary banker for this transaction.. JOHN DONOVAN Senior Vice President, Municipal Trading / New York, NY Mr. Donovan brings 3o plus years of experience to the fixed income market to Drexel Hamilton. Starting at Citi Bank in 1985, Mr. Donovan has held sales and trading roles throughout the duration of his career. He joined Drexel Hamilton as head municipal trader in 2013 and currently handles all secondary market analysis for the firm. He is responsible for secondary trading on the municipal desk, and utilizes his understanding to assist the underwriting team in providing the most accurate price views, helping the issuer achieve the lowest cost of funds. 14 ERIC C. EBERTH Senior Vice President, Municipals / San Francisco, CA Mr. Eberth joined the Drexel Hamilton team after graduating from the non-profit Wall Street Warfighters Foundation. Mr. Eberth is a former US Army Apache Longbow helicopter pilot with thirteen years of service to his country. After being injured in Iraq, he attended graduate school at Embry -Riddle Aeronautical University and received a Bachelor of Science degree in Professional Aeronautics. Mr. Eberth joined Drexel Hamilton in 2010 and began working with Mr. Mead on the firm's municipal desk. In 2013, Mr. Eberth moved to Sacramento, California as the firm sought to expand its municipal presence by opening an underwriting and banking office to interact directly with California and West Coast issuers. He continues to serve as the primary public finance representative for the firm in the State, recently joining with the firm's sales office in San Francisco to provide a diverse, full -service California office. FRED PHELAN Vice President, Municipals / Lincoln, NE Upon receiving a congressional nomination to attend the United States Air Force Academy, Fred entered his military service. He served as an aircraft navigator flying C-13o aircraft, which included 24o combat sorties through five combat deployments to Iraq and Afghanistan. After discharge as a service disabled veteran, Mr. Phelan entered into the Wall Street Warfighters program, and upon graduation took a position with Drexel Hamilton. After initially working alongside both the taxable and tax-exempt fixed income trading desks, he quickly moved into an institutional sales capacity and is now one of the firm's top sales professionals. As part of the firm's mission to develop the most knowledgeable industry professionals possible, Mr. Phelan remains actively involved with issuers, spearheading new relationships across the Midwest through both the Lincoln and Chicago offices. MICHAEL IVCIC Vice President, Municipal Syndicate / New York, NY Mr. Ivcic joined Drexel Hamilton in the summer of 2013 as the coordinator of external communications, including assisting with responding to municipal RFP's and RFQ's. Upon receiving his FINRA Series 7 license, he transitioned full-time into municipal finance and now oversees the syndicate desk, coordinating communication between the underwriting desk and the sales force. He continues to work alongside Tom Mead in the firm's New York office, assisting with new issue participation. His past experience in broadcasting and media relations provides the ideal skill set for communicating all information from the issuer and underwriting desk to the sale force, enhancing our firm's distribution capabilities. KIMBERLY ALONZO Vice President, Municipal Syndicate / New York, NY Ms. Alonzo is a veteran of the United States Navy, joining Drexel Hamilton in 2013 after serving her country overseas. She was a petty officer from 2003-2007, responsible for coordinating maintenance tasks and overseeing changes and modifications to the F/A-18 Super Hornet aircraft, stationed onboard the U.S.S. Harry S. Truman. Upon receiving her honorable discharge, Ms. Alonzo entered Fordham University, where she graduated with a degree in organization leadership before joining Drexel Hamilton. After initially starting in back -office operations, Ms. Alonzo quickly transitioned to municipals, where she currently works alongside Mr. Ivcic on the syndicate desk and Mr. Mead on the underwriting desk, regularly interfacing with issuers along the Northeast corridor. She holds her Series 7 and 63 from FINRA. 15 Drexel Hamilton Florida Underwriting Date Issuer State Size Issue Tax Type 12ole 8C1�2Q1x2- � •I ok�7ackstih�.��� r E�Lr �; P s d �R d 9� p G� 0 'via e 8 �,}.�� 0 1 i,_— t �t'r � 0° 9a I d 3fl Ad 9 1 �' Tak{ "xS '+� d 7! 9° L 141,I, X},(1i q�iaLkV111Gi .._ Uxlia,, ,'. 0eril1 J Ae l 0 7 ®. i93T-# _ r.$ A ! —3. 1B1110 ,6.5 •• fiil s�9 i`�°I Sf . C3 C� 1 ' W s3 r : '1341 0o-Sr` 'TzA nn dd�O {3 K ?89I'd�iY3 al 5�Lx" 9 �y�#9 Sf.Y e '. 9 I 9. i�,,,,x"iaa � A 31a @�{.9&3 S+ 11.gi�i�rd-_ F .�. ,, Y+,ya sd 'ON F !$ '{ it � ilnt � 3�N,�300 a ;v 71 3R ,. O �3="ter , '. 1. N, ,. N i13310. fi � $1la93 a 1 e {�19e 1 Ne: ',. vie • g Ode Cq1 t � lal 13 i � �� iH Ft}�' 0 �� A � ; i 16 0> a � {335? i139 I� q� 301 10�'A •~ aJ Ai l3e n of e Ga e e en �� 9., oar+.e:' q g1 ('mow 8/(26/2 14 Mia ad Co 04/ d 0 - I 3 e , a it= e� ^-:.. I y ,... £ a O'0�#ar � . 13 i ' 13 Y II A 3 :.R p .x3 {3 °il '/. ' ail a -cl9a fir 9 }. r i ! �` �ala � � i/ 39 £ 4 U 19 its Naga a'3¢ p�y 7, - Yil F FL ., .;_ $243,0$5,000 , }Sia}� - ke 7 ....19 B IA 0 iY9� fi. ffi1 t' �BT:911 3 93.,, ., ,., �,y „vi.. 7 f�l R u+ }8 ��i„ 1_,, , � �� '��+� =-- General Ole '. tion Remalltel! � _ �n£"�' 4/23/2015 i MiamtDade Count},.,_' ` -. = 5/13/2015 Miami -Dade Coun. , „ , FL ; , : ,$t35,630000 Transit,S stem Surtax Revenue Bonds . N-`. , Ne::, Co -Sr, $/19/2015,,; MiamrDad{e Coun FL $481,175,000 Water/Sewer Revenue Refunding Bonds N Ne Co-Srk Q ffr'd' .v&E ig a", 6/9/2015 ` Mithni-D`ad{e_ Cojtnty 4,, It FL $534,180 b00 ; §r d -- .... 6 & �i�3,�s 9 dr'y9 Ell ` N "'' Neg 3 Co -Sr' Aviation Revenue Ref(in9 11 : Bonds bII �. ( r4 9 '1 $ 'r��}?�39il . � 3 a i P9 O il s., '• $ 11 � 1 1 b� 9 1' e' 1 h.-, m9 3 ;�.• e a�a � L�1 39 334E4�i i93i li'3 i Y O6 alri�'F 9 I I i 7 911N. 3 f `A % 1 _ 4 a. g 49i1 py�•',c'' Neg = kl) ". 1 Co -Sr' p i'#.sr � N__ �_- 9 a�3 dl' a l a r 0A91 aS' ,`�4� 5 d ..'�' Xt (� Ap�pss 98'. 1�>9i1 .. -.a.u0 9S'.y�r a3ti. 7 9 .%t A03 — S'A 3rra�.e3fi13'9'�'Y. i�l.'..w•,'•: 12/V12015 Miami -Dade County FL < ? $83,755,000 Solid Waste;Revenue Refunding Bonds ,; TOTAL - $5,470,205,000 16 Certification Statement Please quote on this form, if applicable, net prices for the item(s) listed. Return signed original and retain a copy for your files. Prices should include all costs, including transportation to destination. The City reserves the right to accept or reject all or any part of this submission. Prices should be firm for a minimum of 180 days following the time set for closing of the submissions. In the event of errors in extension of totals, the unit prices shall govern in determining the quoted prices. We (I) certify that we have read your solicitation, completed the necessary documents, and propose to furnish and deliver, F.O.B. DESTINATION, the items or services specified herein. The undersigned hereby certifies that neither the contractual party nor any of its principal owners or personnel have been convicted of any of the violations, or debarred or suspended as set in section 18-107 or Ordinance No. 12271. All exceptions to this submissionhave been documented in the section below (refer to paragraph and section). EXCEPTIONS: None. We (I) certify that any and all information contained in this submission is true; and we (I) further certify that this submission is made without prior understanding, agreement, or connection with any corporation,firm, or person submitting a submission for the same materials, supplies, equipment, or service, and is in all respects fair and without collusion or fraud. We (I) agree to abide by all terms and conditions of this solicitation and certify that I am authorized to sign this submission for the submitter. Please print the following and sign your name: SUPPLIER NAME: Drexel Hamilton LLC ADDRESS: 77 Water Street, Suite 201, New York, NY 10005 PHONE: 212-632-0401 EMAIL: tmead@drexelhamilton.com FAX 646-412-1500 BEEPER. SIGNED BY: Thomas Mead"" — TITLE: Managing Director/COO DATE. 12/14/15 FAILURE TO COMPLETE. SIGN. AND RETURN THIS FORM SHALL DISOUALIFY THIS BID. Page 2 of 42 Certifications Legal Name of Firm: Drexel Hamilton, LLC Entity Type: Partnership, Sole Proprietorship, Corporation, etc. Limited Liability Corporation Year Established: 2007 Office Location: City of Miami, Miami -Dade County, or Other Other - Jacksonville, FL and New York, NY Occupational License Number: #143570 Occupational License Issuing Agency: FINRA Occupational License Expiration Date: 12/31/15 Please list and acknowledge all addendum/addenda received. List the addendum/addenda number and date of receipt (i.e. Addendum No, 1, 7/1/07). If no addendum/addenda was/were issued, please insert N/A. Addendum No. 1, 12/2/15; Addendum No. 2, 12/11/15 If Proposer has a Local Office, as defined under Chapter 18/Articlle III, Section 18-73 of the City Code, has Proposer filled out, notarized, and included with its bid response the "City of Miami Local Office Certification" form? YES OR NO? (The City of Miami Local Office Certification form is located in the Oracle. Sourcing system ("iSupplier"), under the Header/Notes and Attachments Section of this solicitation) N/A Page 3 of 42 FORM G-37 Signature: electronic Name: Colleen Lindh Address: 2000 Market Street, Philadelphia, PA 19103 Phone: 215-988-9188 Date: Jul 28, 2015 Submit two completed forms quarterly by due date (specified by the MSRB) to: Municipal Securities Rulemaking Board 1900 Duke Street Suite 600 Alexandria, Virginia 22314 III MSRB FORM G-37 III MSRB IV. ISSUERS with which dealer has engaged in municipal securities business (listed by state) A. Municipal Securities Business State NY FL NY FL PA FL NY NY NY NY NY FL NY FL Complete name of issuer and city/county Dormitory Authority of the State of New York Albany/Albany Miami -Dade County Miami/Miami-Dade Triborough Bridge and Tunnel Authority New York/New York Miami -Dade County Miami/Miami-Dade Pennsylvania Turnpike Commission Harrisburg/Dauphi Miami -Dade County Miami/Miami-Dade Port Authority of New York and New Jersey New York/New York New York City Municipal Water Finance Authority New York/New York City of New York New York/New York City of New York New York/New York Dormitory Authority of the State of New York Albany/Albany Miami -Dade County Miami/Miami-Dade New York State Environmental Facilities Corporatio New York/New York Miami -Dade County Miami/Miami-Dade Type of municipal securities business (negotiated underwriting, agency offering, financial advisor, or remarketing agent) Negotiated underwriting Negotiated underwriting Negotiated underwriting Negotiated underwriting Negotiated underwriting Negotiated underwriting Negotiated underwriting Financial advisor Negotiated underwriting Negotiated underwriting Negotiated underwriting Negotiated underwriting Financial advisor Negotiated underwriting B. Ballot -Approved Offerings Full issuer name and full issue description of any primary offering resulting from the bond ballot campaign to which each contributor category (i.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals and non-MFPexecutive officers) has made a contribution and the reportable date of selection on which the broker, dealer or municipal securities dealer was selected to engage in such municipal securities business. Full Issuer Name Full Issue Description Reportable Date of Selection None FORM G-37 Contribution State None III. CONTRIBUTIONS made to bond ballot campaigns (listed by state) Official name of bond ballot campaign and jurisdiction (including city/county/state or other political subdivision) for which municipal securities would be issued and the name of the entity issuing the municipal securities l[MSRB Contributions, including the specific date the contributions were made, by each contributor category (i.e., dealer, dealer controlled PAC,. municipal finance professional controlled PAC, municipal finance professionals and non-MFP executive officers). For each contribution, list contribution amount and contributor category (For example, $500 contribution by non-MFP executive officer) Reimbursement List below any payments or reimbursements, related to any disclosed bond ballot contribution, received by each broker, dealer or municipal securities dealer, municipal finance professional or non-MFP executive officer from any third party, including the amount paid and the name of the third party making such payments or reimbursements. None FORM G-37 Name of dealer: Drexel Hamilton, LLC Report Period: Second Quarter of 2015 State None State None I. CONTRIBUTIONS made to issuer officials (listed by state) Complete name, title (including any city/county/state or other political subdivision) of issuer official III MSRB Contributions by each contributor category (i.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals and non-MFP executive officers). For each contribution, list contribution amount and contributor category (For example, $500 contribution by non-MFP executive officer) If any contribution is the subject of an automatic exemption pursuant to Rule G-37(j), list amount of contribution and date of such automatic exemption. II. PAYMENTS made to political parties of states or political subdivisions (listed by state) Complete name (including any city/county/state or other political subdivision) of political party Payments by each contributor category (i.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals, and non-MFP executive officers). For each payment, list payment amount and contributor category (For example, $500 payment by non-MFP executive officer) DEALERS & UNDERWRITERS FLORIDA Pensacola LOOP CAPITAL MARKETS,,LLC cont. MAIN OFFICES: CA: Los Angeles IL Chicago NY: New York OTHER BRANCH OFFICES: CA: Oakland, San Francisco CO: Denver CT: r Hartford DC: Washington FL: Miami, West Palm Beach. GA: Atlanta IN: Indianapolis LA: New Orleans MD: Baltimore MI: Detroit NJ: Newark NC: Charlotte OH: Cleveland PA: Philadelphia TX: Dallas, Houston eclra Beat D19tEXEL'NAMILTO14I,..L•L Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member: SIFMA-ISDA SIPC MSRB 100 S. Nine Lake Cir. Ponte Vedra Beach, FL 32082 Tel: 904-686-1704 Email: rnuni@drexelhamilton.com www.drexelhamilton.com DTC: 0443 Alpha: DREX Tax ID: 20-8032934 Clear Thru: Pershing LLC - Fixed Income Goldman Sachs Execution & Clearing - Equity Roger Elsas, Mng Dir, 212-632-0413 relsas@drexelhamilton.com Jerry Majetich, Assoc, 904-819-1507 rmajetich @ drexelhamilton.com OTHER OFFICES: CA: San Francisco IL Chicago MA: Boston NY: New York PA: Philadelphia TX: The Woodlands WI: Milwaukee ' • Sarasota . BANK OF A.MERICA ,. MERRILL LYNCH Merrill Lynch, Pierce,. Fenner & Smith Inc. Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, lndustrialDev, Public Facilities, Transportation, Utilities Sarasota Square BC 8111 Beneva Rd. S. Ste. 202 Sarasota, FL 34238 PUBLIC FINANCE GROUP Darrel Flanel, Mng Dir, 941-350-2000 Ken Vallrugo, Mng Dir, 941-952-2820 ZIEGLER Issue Specialization: Health Care, Housing Member. SIFMA-FINRA SIPC 1605 Main -St, Ste. 1020 Sarasota, FL 34236 Tel: 941-955-0769 Fax: 941-955-3424 Email: info@ziegler.com www.ziegler.com DTC: 443 NSCC: 0443 Tax ID: 39-0727640 Clear Thru: Pershing & Co. Main Office: Chicago, IL INVESTMENT BANKING Tommy Brewer,Mng Dir Michael D. Kelly, Mng Dir Richard J. Scanlon, Mng Dir Brandon Powell, Dir Terry Hemdon, SVP MUNICIPAL SALES & TRADING Tel: 941-955-0769 Fax: 941-955-3424 Bruce Israel, SVP Fred Koyen, SVP Julie Johnson, VP Chris Wray, VP - Trader • St. -Petersburg. BANK OF AMERCA MERRILL-LYNCH Merrill Lynch, Pierce Fen Smith Inc. Issue Specialization ""sue".:;- Eduda toh-ElecfrlcR' oik6; Environmental Facilitt'e, General Purposew lie-' Housing, Industrial D, Facilities, Transporfatii Utilities One Progress Plaza 200 Central Ave: Ste. 1400 - 'v-' St. Petersburg, FL 33700 Fax: 727-824-7301 • MARKETING - Lee Rudolph, VP, 727824 D.A. D'AVIDSON.& - Issue Specialization ,,t Education, Electric P. Environmental Facilitie General Purpose, Hera Housing Ijpdustrlal,De, ' Facilities, Transportato Utilities Member. SIFMAEINRA51 450 Carillon Pkwy., Ste, 23 St. Petersburg, FL 337164 DTC: 0361 NSCC: 0361 Alpha: DADA - Tax ID: 81-0139474,_1 Clear Thru: Self Clearing Experience: Underwrite Gary Cook, SVP, Taxable 727-388 510Z: gcook@dadco.com Michael Cullinane, SUJ?. 727-388-5105: mcullinane@dadco com Gene Cunningham VP Trader, 727-3887512 gcunningham@daadt:o colts Bit Lane, Taxable>Sales'! Coord, 727-388-5121 wlane@dadco.com Joey Speyrer, SVP Tad 727-388-5106 jspeyrer@dadco mt* Sharon Stark, Mng Dir, Fi Income Strategrs 727'; sstark@dadco.com NINNIES eclalizatgon: 4n Electric Power, fmental Facilities, Phrpose, Health Care, Industrial Dev, Public t fraiSportation, A FINRA SIPC ih Jarr(es Financial tn_ °n 49, (33733-2749) urg„FL 33716 72868 dy-Ayrnondjames.com dj0116e.com/ 237041'- e alt'er sNCE ' 4Shafer, MngDir, tjtlgjishafer@raymdndjames.com t is G Mng-Dir, • 1791 aggleairinondiames.cem sbn Mhg Dir, 11;9e eisoa a taymondjames.com eterson Mrtg=Dir, Y231.. on @ rayrnondjames:com SVP; 727-567-1956 raymondjames.cpm nldle,.'VP, U3061,r aril tilts @raymondlames.com et, VP,. 727-567-2838 dn(iaymondjames.com ianoyrich, VP, Upakrd Bich.@ raymondjames.com VP, 727.567-5671 raymondjames.com llillery, Assoc, 712260; ilkityaraymondjames.com Isom Cents, 2942 - sori@rayrrrondjames:com iTRADtNG & RIIi fNG- ri alet' wing Dir, Retail 17 2800 valet@raymondjames.com ds, SVP; Inst Trading, 900 oldsraymondjames.com okjspecter,- Mng Dir ye Underwriting, 9er@raymondjames:com aIIt;.,VP.Underwriting, =2950 Wilkes Coleman, VP Dealer Sales, 727-567-2819 wilkes.coleman@raymondjames.com Markise Rogers, VP Dealer Sales, 727-567-2817 markise.rogers@raymondjames.com Bill Stowasser, SVP -Dealer Sales,. 727-567-3600 • billy.stowasser@raymondjames.com Doug Harsham, SVP Retail . Trading, 727-567-2800 doug.harsham@raymondjames.com Aymar Moore, SVP Retail Trading, 727-567-2800 aymar.moose @raymondjames.com David Matheny, SVP •Retail Trading, 727-567-2800 - davidtmatheny@ raymondiames.com Chris Warburton, SVP, BQ Underwriting, -727-567-3900 chdstopher warburton @ raymondjames.com LEGAL Jonathan H. Stein, Dir. of Regulatory Affairs - Fixed Income, 7277567-5181 jonathan.stein@rayrnondjames.com ADDITIONAL PUBLIC FINANCE OFFICES: AL: Birmingham, Montgomery AR: Little Rock . - . - CA: San Francisco FL: Winter Park GA: Atlanta IL: Chicago KY: Lexington, Louisville LA: New Orleans MA: Boston . MS: Jackson NJ: Manalapan NY: New York PA: Philadelphia SC: Myrtle Beach TN: Chattanooga, Memphis, Nashville TX: Dallas, Houston, San Antonio VA: Richmond RBC CAPITAL MARKETS. Issue' Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, - Housing, Industrial Dev, Public Facilities, Transportation; Utilities Member SIFMA FINRA 100 Second Ave: S., Ste. 800 St. Petersburg, FL 33701-4337 Tel: 800-800-0061 Fax: 727-B95-8895 www.rbccm.com DTC: 0235 NSCC: 0235 Tax ID:41-1416330 Private wire to all offices Main Office: New York, NY 877-295-4008 DEALERS & UNDERWRITE! FLORIDA Sunri MUNICIPAL FINANCE Helen Hough Feinberg, Mng Dir, 727-895-8892 helen-feinberg rerbccm-com. Deborah Bemer, Dir, 727-895-88; debbie.bemer@ rbccm.com Douglas Draper, Dir, 727-895-88r, doug-drapererbccm_corn Julie Santamaria, Dir, 727-895-8871 julle.santamaria@rbccm.com John Sabatier, VP, 727-502-3631 joh n.sabatier @ rbccmcom PRODUCT MARKETING Candace Mortenson, Dir, 727-895-8894 eandace.mortenson@rbecm.com STRUCTURED PRODUCTS Thomas Carlson, Dir, 727-895-8899 thomas.catison @rbccm.com MUNICIPAL FINANCE OFFICES: AZ: Phoenix CA: Los Angeles, San Francisco CO: Denver FL: Jacksonville, St. Petersburg 1L: Chicago MD: Baltimore MA: Boston MN: Minneapolis NJ: Parsippany . NM: Albuquerque NY: Albany, New York OH: Cincinnati PA: Lancaster, Philadelphia, Scranton - • TX: Dallas, Houston, San Antonio UT: Salt Lake City WA: Seattle • Sunrise MORGAN STANLEY & CO., LLC 1560 Sawgrass Corporate Pkwy. 4th FL, Ste. 479 Sunrise, FL 33323 Tel: 954-331-1595 { Fax: 212-507-1619 DTC: 050 T, Tax ID: 20-8764829 Experience: Underwriter Main Office: New York, NY 212-761-4000 JW Howard, Exec Dir & Br Mgr, 954-331-1595 ' iames.howard@morganstanley.com CITI cont. NATIONAL MUNICIPAL TRADING John Paskalides, Mng Dir & Co -Head Mgr of Inst Trading, 212-723-7101 john.paskalldes@citi.com Douglas Vissicchio, Mng Dirt& Co -Head Mgr of Inst Trading, 212-723-7087 douglas.vissicchio@citi.com NEW YORK MUNICIPAL INSTITUTIONAL TRADING Bryce Pickering, Mng Dir, 212-723-7087 bryce.pickering @citi.com Kevin Danckwerth, Dir kaain.danckwerth@citi.com Mark Matthews, Dir, 212-723-7085 mark.g.matthews@citi.com Christopher Roeder, Dir, 212-723-7100 chris.roecier@citl.com William Tricarico, Dir, 212-723-7087 william.tricarlco@citi.com Kristin DeFeo, VP, 212-723-7087 kristin.defeo@clti.com NORTHEAST MUNICIPAL TRADING Victor Rumore, Dir & Mgr, 212-723-7089 victor.m.rumore@citi.com Joel Sternbach, Dir, 212-723-7090 joel.m.stembach@citi.com NATIONAL MUNICIPAL RETAIL SALES & MARKETING Thomas Rasmussen, Mng Dir, Co -Head Sales & Mktg thomas.p.rasmussen@ citi.com FIXED INCOME HIGH NET WORTH J.P. Connellan, Mng Dir, 212-723-7119 joseph.p.connellan@citi.com NORTHEAST MUNICIPAL RETAIL SALES & MARKETING J.P. Connellan, Mng Dir & Mgr, 212-723-7119 foseph.p.connellan@citi.com Brian Collins, Dir, 212-723-7114 brian:coliins eciti.com Michael Lane, Dir, 212-723-7114 michael.e.lane@citi.com Kristen Freer, VP, 212-723-7114 kirsten.treer@citi.com PUBLIC FINANCE David Brownstein, Mng. Dir, & Mgr, 212-723-5570 david.m.brownstein@citi.com Paul T. Creedon, Mng Dir, 212-723-5589 paul t.creedon ecitl.com 142 Th- Br--d P ye''- Air robert.J.demichiej@ citi.com Timothy Egan, Mng Dir, 212-728-5311 'timothy:egan @citj.cpm Kristen L. Johanson; Mng Dir; 212-7.23-5627 .• ``kristen:johanson @ cIttcom George•Leung;'Mng Dir, ' 212 723,5138 george_leung@Citl.codii David A. Livingstone, Mng Dir;. .212,723,5638 _daviddivingstonegclth'cdm•. Bartley F.Livolsi, Mng Dirk.• • 212-723-5639 barttey tlii eMPAcil:com Ronald J .Manno; Mng Dir, 212 723=5643 ronaldj.marino@citi.com 212 72 Jim Molloy, Mng Dir, 212-723-5621 tylaf,? lim.rnoloy@citLcom MiUI J Jeanette B. Price, Mng.Dir, . 212 212-723-5677 michaijj jeanette.b.pdce@cll.com Conno Daniel Tomson, Mng Dir, 212-723-5707 daniel.tomson@cil.com �Laufe Lorrie Wamer, Mng Dir, 212 212-723-4875 •Iqurera " lorde.a.warner@citi.com Dan)eJrC Neal Attermann, Dir, 212-723-5646 21' neai:atterinan@cilLcom denial'. Jay Bartlett, Dir, 212-723,4903. •:Zohei�i C jay.bartlett@citi:com 2121.; Brian Carlstead, Dir, 212-723-9684 r, rzotjaa bdans.carlstead@citi.com JustitT Daniel H. Cohen; Dir, 21'1,' 212-723-5159 just% daniel.cohen@cittcom Devine William M. Corrado, Dir, -. 212-723-4879 itit l william:m.corrado@citi.com Ayode%_ Katherine`Fedele, Dir, 212 7 212=723-5285 ayo ej ry katherine.fedele@cil.com E 21 �G Martin A. Feinstein, Dir, 212-723-5663 = emiky marttn.a.feinstein@clti.com Rayrlroi Marjorie E. Henning, Dir, . . 21s24" 212-723-5131 • raymoc"j" marjode.henning@citi.com AllisDtl;' Michael R. Irwin, Dir;.. aliison, 212-723-5624 Brett,Lea michael.r.irwin@cjti.com . 'i F2127%3, Michael Koessel, Dir, -;, brettlsa� 212-723-4967 Michael michael.d.koessel@citi.com 212 71 Craig Kornett, Dir, 212-723-5195 michae' craig.komett@citLcom • Austit4 Mike Leffler, Dir, 212-723-4453 212-72- mike.lettler@citi.com ausUn s John Malpiede, Dir, 212-723-5684 john.malpiedeeclti.com crrL,QoM Shai Markowitz, Dir, 212-723-5135 390 Green''' shai.markowicz@citl.com 2nd Ri Rainer Perkons, Dir, 212-723-9687 New Yo rainer.perkons@citi.com Email askt. Linda M. Colontuono, SVP, www,citjeg 212-723 5579 Tax 1D jfj Ilnda.m.colontuono@chi.com Rosalie M. DeJesus, SVP, 212-723-5593 rosalle.mirandadejesus@citi.com a.j''ir' 131 eC 7a1 AkTiq Arehj 2 Experien 34 DEUTSCHE BANK AG _ 60 Wall St. New York, NY 10005 Tel: 212-250-8157 Fax: 212-7.97=2210 www.db.com DTC: 0573 GROUP HEAD Dennis Tupper, Mng Dir, 212-250-8257 dannis,tupper@db.com • TRADING Tel: 212-250-8157 Nathan Boynton, Dir n athan.boynton @ db.co m Yang (Kevin) Chen, Dir. yang:then@db.com Ethan Parks, Dir, 212-250-8749 ethan.parks@db.com John Werba, Dir, 212-250-8749 john.werba@db.com . Elina Cotler, VP elina.cotler@db.com Nima Mirzad, VP nima.mirzad@db.com Olga Shevchenko, Analyst,• 212-250-8749 olgashavchenko@dh.com ORIGINATION/SALES Tel: 212-250-8257 Fax: 212-797-2201 Ryan Donovan, Dir ryan.donovan@db.com John Gieber, Dir john.gleber@db.com Michael Kuras, Dir michaelkuras@db.com Charles Seymour, Dir, 212-250-8749 charles.seyrnour@db.com Ron Van Den Handel, Dir, 212-250-8401 ron.vandenhandel@db.com •Chris Cost, VP christopher.cost@db.com Michael Kowal, VP michael.kowal@db.com Christopher Kuhar, VP christopher.kuhar@db.com James Vergara, VP, 212-250-8749 j ames_vergara @ db.com Matthew Cicchetti, Assoc, 212=250-8749 matthew.cicchettl@db.com Justin Tien, Analyst, 212-250-8749 justln.tienedb.com Stephen Wang, Analyst stephen.wang@db.com REINVESTMENT PRODUCTS Peter Colquitt, Dir, 212-250-6205 Fax: 212-704-8326 peter.colquitt@db.com r., •tr F: 2( N.tW TUPIIS NeW Tors. DREXEL HAM1LTON, LLC Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member: SIFMA ISDA SIPC MSRB 77 Water St., Ste. 201 New York, NY 10005 Tel: 212-632-0406 Fax: 646-412-1500 Email: muni@drexeihamlton.com www.drexelhamilton.com DTC: 0443 Alpha: DREX Tax ID: 20-8032934 Clear Thru: Pershing LLC - Fixed Income Goldman Sachs Execution & Clearing - Equity MUNICIPAL FINANCE Thomas Mead, Mng Dir, 212-632-0408 tmead @ drexelhamiton.com Mike Steigerwald, VP, 212-632-0419 msteigerwald@drexelhamitton.com MUNICIPAL SYNDICATE Michael ivcic, VP, 646-412-1531 mivcic@drexelhamil on.com MUNICIPAL TRADING John Donovan, SVP, 646-412-1503 jdonovan@drexelhamIlton.com MUNICIPAL SALES Thomas Mead, Mng Dir, 212-632-0408 tmead @ drexelhamilton.com William Bums, SVP, 203-431-3331 whums@drexelhamilton.com James Carty, SVP, 212-632-0406 jcarty@drexelhamilton.com Stancy Duhamel, SVP, 646-412-1502 cduhamel@drexelhamilton.com Peter Kern, SVP, 646-412-1518 pkem@drexelhamilton.com William Mingione, SVP, 646-412-1504 wmingione@drexelhamilton.com Pamela Paul, SVP, 212-632-0418 ppaul@drexelharnitton.com Dave Steigerwald, SVP, 646-412-1520 dsteigerwald@drexelhamilton.com Lou Ann Williams, SVP, 925-699-0040 Iwilllams@drexelhamliton.com Kimberly Alonzo, VP, 646-774-1982 kalonza@ drexelhamilton.com Listing continued vu in ari oh' .cc FORM X-17A-5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION FOCUS REPORT (FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORT) PART IIA 12 Date: 11/20/15 1:40 PM Status: Accepted (Please read instructions before preparing Form) This report is being filed pursuant to (Check Applicable Block(s)): 1) Rule 17a-5(a) X 16 2) Rule 17a-5(b) 4) Special request by designated examining authority 17 19 3) Rule 17a-11 5) Other 26 18 NAME OF BROKER -DEALER DREXEL HAMILTON, LLC ADDRESS OF PRINCIPAL PLACE OF BUSINESS (Do not use P.O. Box No.) 2000 MARKET STREET, SUITE 780 PHILADELPHIA (City) (No. and Street) 1-2711 PA 1221 19103 (State) (Zip Code) 131 1231 SEC. FILE NO. 8-67576 FIRM ID NO. 143570 FOR PERIOD BEGINNING (MM/DD/YY) 10/01/15 24 AND ENDING (MM/DD/YY) 10/31/15 25 NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS REPORT(Area code) - Telephone No. Colleen M. Lindh 30 (215) 988-9188 NAME(S) OF SUBSIDIARIES OR AFFILIATES CONSOLIDATED IN THIS REPORT OFFICIAL USE 1321 1361 1381 1331 DOES RESPONDENT CARRY ITS OWN CUSTOMER ACCOUNTS ? YES CHECK HERE IF RESPONDENT IS FILING AN AUDITED REPORT 40 NO 41 42 135 1371 39 EXECUTION: The registrant/broker or dealer submitting this Form and its attachments and the person(s) by whom it is executed represent hereby that all information contained therein is true, correct and complete. It is understood that all required items, statements, and schedules are considered integral parts of this Form and that the submisson of any amendment represents that all unamended items, statements and schedules remain true, correct and complete as previously submitted. Dated the day of 20 Manual Signatures of: 1) 2) 3) Principal Executive Officer or Managing Partner Principal Financial Officer or Partner Principal Operations Officer or Partner ATTENTION - Intentional misstatements or omissions of facts constitute Federal Criminal Violations. (See 18 U.S.C. 1001 and 15 U.S.C. 78:f (a) ) FINRA FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORT PART IIA Date: 11/20/15 1:40 PM Status: Accepted BROKER OR DEALER DREXEL HAMILTON, LLC N 3 STATEMENT OF FINANCIAL CONDITION FOR NONCARRYING, NONCLEARING AND CERTAIN OTHER BROKERS OR DEALERS as of (MM/DD/YY) SEC FILE NO. Consolidated Unconsolidated ASSETS Allowable Non -Allowable 1.Cash $ 2,661,191 2. Receivables from brokers or dealers: A. Clearance account 4,326,718 B. Other 3. Receivables from non -customers 4. Securities and spot commodities owned, at market value: A, Exempted securities B. Debt securities 157,872 C. Options D. Other securities E. Spot commodities 5. Securities and/or other investments not readily marketable: 1200 12951 201,078 3001$ 13551 1418 A. At cost $ B. At estimated fair value 1130 6. Securities borrowed under subordination agreements and partners' individual and capital securities accounts, at market value: A. Exempted securities $ B. Other securities $ 7. Secured demand notes: Market value of collateral: A. Exempted securities $ B. Other securities $ 1150 160 11701 1180 8. Memberships in exchanges: A. Owned, at market B. Owned, at cost C. Contributed for use of the company, at market value 9. Investment in and receivables from affiliates, subsidiaries and associated partnerships 1190 419 14201 1424 1430 14401 1460 $ 10/31/15 tool 1 99 8-67576 98 11981 I199 Total 2,661,191 17501 464,2961550 4,992,092 206,0221600 206,022 157,872 16101 1810 [6301 14701 10. Property, furniture, equipment, leasehold improvements and rights under lease agreements, at cost -net of accumulated depreciation and amortization. 11. Other assets 1480 4901 100,000 12. Total Assets $ 7,446,85915401$ 16401 1650 16601 1670 Page 1 5351 285,739 680 285,739 183,2971735 283,297 1,139,3541740 $ 8,586,213 OMIT PENNIES 8301 850 860 6801 18901 19001 9101 19201 9301 19401 FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORT PART IIA Date: 11/20/15 1:40 PM Status: Accepted BROKER OR DEALER DREXEL HAMILTON, LLC as of 10/31/15 Liabilities STATEMENT OF FINANCIAL CONDITION FOR NONCARRYING, NONCLEARING AND CERTAIN OTHER BROKERS OR DEALERS LIABILITIES AND OWNERSHIP EQUITY A.I. Non-A.I. Liabilities Liabilities 13. Bank loans payable 14. Payable to brokers or dealers: A. Clearance account B. Other 15. Payable to non -customers 16. Securities sold not yet purchased, at market value 17. Accounts payable, accrued liabilities, expenses and other 18. Notes and mortgages payable: A. Unsecured B.Secured .......................... 19. Liabilities subordinated to claims of general creditors: A, Cash borrowings: 1. from outsiders $ 1,850,000 2. Includes equity subordination (15c3-1(d)) of $ 625,000 B. Securities borrowings, at market value from outsiders $ 970 980 990 C. Pursuant to secured demand note collateral agreements 1. from outsiders $ 1000 2. includes equity subordination (15c3-1(d)) of ...'... $ 1010 D. Exchange memberships contributed for use of company, at market value E. Accounts and other borrowings not qualified for net capital purposes 20.TOTAL LIABILITIES 1045 1114 1115 1155 1,699,998 1205 1210 1211 46,885 1220 1255 1315 1305 3,236,129 1355 1360 1385 1390 2,475,000 1400 1410 114201 15,000 1,746,883 1230 $ 5,726,129 1430 1440 1450 Total 114701 15601 4,936,127 2,475,000 61,885 $ 7,473,012 Ownership Equity 21. Sole proprietorship $ 22. Partnership (limited partners) 23. Corporation: A. Preferred stock B. Common stock C. Additional paid -In capital D. Retained earnings E. Total F. Less capital stock in treasury 24.TOTAL OWNERSHIP EQUITY $ 25.TOTAL LIABILITIES AND OWNERSHIP EQUITY $ 1020 Page 2 1,113,201 15401 1610 116201 11685 11690 117001 17101 117201 117301 11740 11750 11760 1770 1780 17911 17921 1793 1794 17951 117961 1,113,201 8,586,213 OMIT PENNIES 1800 18101 0/15 FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPOR�Dtatus: ccept 1:40 PM Status: Accepted PART IIA BROKER OR DEALER DREXEL HAMILTON, LLC as of 10/31/15 COMPUTATION OF NET CAPITAL 1. Total ownership equity from Statement of Financial Condition 2. Deduct ownership equity not allowable for Net Capital 3. Total ownership equity qualified for Net Capital 4. Add: A. Liabilities subordinated to claims of general creditors B. Other (deductions) or allowable credits (List) 5. Total capital and allowable subordinated liabilities 6. Deductions and/or charges: A. Total non -allowable assets from Statement of Financial Condition (Notes B and C) B. Secured demand note deficiency 1.113.201 13480 134901 1,113,201 allowable in computation of net capital 2,475,000 2,223,900 C. Commodity futures contracts and spot commodities - proprietary capital charges D. Other deductions and/or charges 7. Other additions and/or allowable credits (List) 8. Net Capital before haircuts on securities positions 9. Haircuts on securities (computed, where appliicable, pursuant to 15c3-1(f)) : A. Contractual securities commitments B. Subordinated securities borrowings C. Trading and investment securities: 1. Exempted securities 2. Debt securities 3. Options 1,139,354 3540 3590 136001 13610 4. Other securities D. Undue concentration E. Other (List) 10. Net Capital 3660 3670 3735 6,315 3733 13730 3734 3650 3736 Page 3 $ 5,812,101- 13500 1,139,354) 13520 3525 13530 3620 3630 4,672,747 6,315 ) 4,666,432 3640 3740 3750 OMIT PENNIES FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORT PART IIA Date: 11/20/15 1:40 PM Status: Accepted BROKER OR DEALER DREXEL HAMILTON, LLC as of 10/31/15 COMPUTATION OF BASIC NET CAPITAL REQUIREMENT Part A 11. Minimum net capital required (6-2/3% of line 19) $ 116,459 12. Minimum dollar net capital requirement of reporting broker or dealer and minimum net capital requirement of subsidiaries computed in accordance with Note (A) $ 100,000 13. Net capital requirement (greater of line 11 or 12) $ 116,459 14. Excess net capital (line 10 less 13) $ 4,549,973 15. Net capital less greater of 10% of line 19 or 120% of line 12 $ 4,491,744 COMPUTATION OF AGGREGATE INDEBTEDNESS 16. Total A.I. liabilities from Statement of Financial Condition 17. Add: A. Drafts for immediate credit $ B. Market value of securities borrowed for which no equivalent value is paid or credited $ C. Other unrecorded amounts (List) $ 19. Total aggregate indebtedness 20. Percentage of aggregate indebtedness to net capital (line 19 divided by line 10) 21. Percentage of debt to debt -equity total computed in accordance with Rule 15c-3-1(d) 3800 3810 3820 1,746,883 3756 3758 3760 3770 3780 3790 3830 $ 1,746,883 37 44 51.56 138401 3850 3860 COMPUTATION OF ALTERNATE NET CAPITAL REQUIREMENT Part B 22.2% of combined aggregate debit items as shown in Formula for Reserve Requirements pursuant to Rule 15c3-3 prepared as of the date of net capital computation including both brokers or dealers and consolidated subsidiaries' debits $ 23. Minimum dollar net capital requirement of reporting broker or dealer and minimum net capital requirement of subsidiaries computed in accordance with Note (A) $ 24. Net capital requirement (greater of line 22 or 23) $ 25. Excess net capital (line 10 less 24) $ 26. Net capital in excess of the greater of: 5% of combined aggregate debit items or 120% of minimum net capital requirement $ NOTES: (A) The minimum net capital requirement should be computed by adding the minimum dollar net capital requirement of the reporting broker dealer and, for each subsidiary to be consolidated, the greater of: 1. Minimum dollar net capital requirement, or 2. 6-2/3% of aggregate indebtedness or 4% of aggregate debits if alternative method is used. (B) Do not deduct the value of securities borrowed under subordination agreements or secured demand notes covered by subordination agreements not in satisfactory form and the market values of the memberships in exchanges contributed for use of company (contra to Item 1740) and partners' securities which were included in non -allowable assets. (C) For reports filed pursuant to paragraph (d) of Rule 17a-5, respondent should provide a list of material non -allowable assets. Page 4 3870 3880 3760 3910 3920 FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPOR1 PART IIA Date: 11/20/15 1:40 PM Status: Accepted BROKER OR DEALER DREXEL HAMILTON, LLC For the period (MMDDYY) from 10/01/15 Number of months included In this statement REVENUE 1. Commissions: a. Commissions on transactions in exchange listed equity securities executed on an exchange $ 307,401 b. Commissions on listed option transactions c. All other securities commissions d.Total securities commissions 2. Gains or losses on firm securities trading accounts a. From market making in options on a national securities exchange b. From all other trading c. Total gain (loss) 3. Gains or losses on firm securities investment accounts 4. Profits (losses) from underwriting and selling groups 5. Revenue from sale of Investment company shares 6. Commodities revenue 7. Fees for account supervision, investment advisory and administrative services 8. Other revenue 9. Total revenue 3932 to 10/31/15 1 3933 3931 STATEMENT OF INCOME (LOSS) EXPENSES 10. Salaries and other employment costs for general partners and voting stockholder officers 11. Other employee compensation and benefits 12. Commissions paid to other brokers -dealers 13. Interest expense a. Includes interest on accounts subject to subordination agreements 14. Regulatory fees and expenses 15. Other expenses 16. Total expenses 11,680 140701 99,634 139351 (3938 39391 407,035 13940 13945 339,568 339,568 139491 3950 13952 1,142,120 139551 13970 139901 39751 9,242 1,897,965 39951 140301 141201 1,038,028 3,798 17,411 16,490 141151 141401 669,384 4075 141951 141001 $ 1,745,111 NET INCOME 17. Net Income (loss) before Federal income taxes and items 18. Provision for Federal income taxes (for parent only) 19. Equity in earnings (losses) of unconsolidated subsidiaries a. After Federal Income taxes of below (Item 9 less Item 16) $ 152,854 not Included above 20. Extraordinary gains (losses) a. After Federal income taxes of 21. Cumulative effect of changes in accounting principles 22. Net Income (loss) after Federal income taxes and extraordinary items 4238 4239 MONTHLY INCOME 23. Income (current month only) before provision for Federal Income taxes and extraordinary items Page 5 14200 42101 14220 (4222 4224 4225 152,854 152,854 142301 4211 FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORT PART IIA Date: 11/20/15 1:40 PM Status: Accepted BROKER OR DEALER DREXEL HAMILTON, LLC For the period (MMDDYY) from 10/01/15 to 10/31/15 STATEMENT OF CHANGES IN OWNERSHIP EQUITY (SOLE PROPRIETORSHIP, PARTNERSHIP OR CORPORATION) 1. Balance, beginning of period $ A. Net Income (loss) B. Additions (includes non -conforming capital of C. Deductions (includes non -conforming capital of 2. Balance, end of period (from item 1800) 4262 4272 STATEMENT OF CHANGES IN LIABILITIES SUBORDINATED TO CLAIMS OF GENERAL CREDITORS 965,347 152,854 5,000 4240 4250 4260 4270 1,113,201 I42901. 3, Balance, beginning of period $ 2,475,000 A. Increases B. Decreases 4. Balance, end of period (from item 3520) $ 2,475,000 OMIT PENNIES Page 6 4300 4310 4320 4330 FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORT PART IIA Date: 11/20/15 1:40 PM Status: Accepted BROKER OR DEALER DREXEL HAMILTON, LLC as of 10/31/15 Exemptive Provision Under Rule 15c3-3 25. If an exemption from Rule 15c3-3 is claimed, identify below the section upon which such exemption is based: A. (k) (1) - Limited business (mutual funds and/or variable annuities only) B. (k) (2) (i) - "Special Account for the Exclusive Benefit of customers" maintained C. (k) (2) (ii) - All customer transactions cleared through another broker -dealer on a fully disclosed basis. Name(s) of Clearing Firm(s) - Please separate multiple names with a semi -colon Goldman Sachs Execution & Clearing LP; Pershing LLC 143351 4550 4560 145701 D. (k) (3) - Exempted by order of the Commission Ownership Equity and Subordinated Liabilities maturing or proposed to be withdrawn within the next six months and accruals, (as defined below), which have not been deducted in the computation of Net Capital. Type of Proposed Withdrawal or Accrual (See below for code to enter) Name of Lender or Contributor 2 [4600 Goldman Sachs Lending Partners LLC 46101 4620 4630 4640 4650 4660 4670 4680 4690 4601 4611 4621 4631 4641 4651 4661 4671 4681 4691 14580 Amount to be with- (MMDDYY) Expect Insider or drawn (cash amount Withdrawal to Outsider ? and/or Net Capital or Maturity Renew (In or Out) Value of Securities) Date (Yes or No) OUT 14602 146121 4622 14632 14642 14652 14662 14672 [4682 14692 1,750,00014603 03/25/16 [4613 14623 14633 14643 14653 14663 14673 14683 14693 TOTAL $ 1,750,000 14699 OMIT PENNIES Instructions: Detail listing must include the total of Items maturing during the six month period following the report date, regardless of whether or not the capital contribution is expected to be renewed. The schedule must also include proposed capital withdrawals scheduled within the six month period following the report date including the proposed redemption of stock and payments of liabilities secured by fixed assets (which are considered allowable assets in the capital computation pursuant to Rule 15c3-1(c) (2) (iv)), which could be required by the lender on demand or in less than six months. WITHDRAWAL CODE: DESCRIPTION 1. Equity Capital 2. Subordinated Liabilities 3. Accruals 4. 15c3-1(c) (2) (iv) Liabilities Page 7 4604 4614 4624 4634 4644 4654 4664] 4674 4684 4694 YES F4605 4615 4625 [4635 4645 4655 4665 4675 4685 4695 Goldman Sachs Execution & Clearing, L.P. 130 Hudson Street I Jersey City, New Jersey 07302 September 1, 2010 Mr. S°achs an As you know, Goldman Sachs Execution & Clearing, L.P. ("GSEC") has entered into a fully disclosed clearing agreement (the "Clearing Agreement") with Drexel Hamilton LLC ("Drexel") in which GSEC has agreed to settle and clear trades in fixed income securities on behalf of Drexel. Consistent with our role as clearing agent under the Clearing Agreement, GSEC represents as follows: In order to ensure that Y ( .. ") receives the securities and/or cash to which it is entitled in connection with its trading through Drexel, GSEC, as clearing agent, guarantees that it will settle and clear all lawful trades executed by Drexel on 's behalf in accordance with the terms of the Clearing Agreement. The foregoing guarantee extends to trades for which GSEC received a timely trade report, and which are locked in through the DTC ID or GSCC system. In the event that Drexel and GSEC terminate their clearing relationship, GSEC guarantees that it will settle and clear all lawful trades executed by Drexel prior to the effective date of such termination, for which GSEC receives a timely trade report and which are locked in through the DTC 1D or GSCC system. Drexel will, prior to or immediately upon the termination of our clearing relationship, notify of such termination. Any questions regarding Drexel should be directed to Harry Gobora at (215) 988-9111. Sincerely, ,f0/ K Te Czepiel Managing Director August. 0:0, 201:2 Dear...MP Pershing LIC (Pershing) is a subsidiary of EINY Mellon that clears and settles transactions executed by Drexel Hamilton pursuant to a fully disclosed clearing nweement. That clearing agreement is in full force and effez:t as of the date of this letter. Pershing aSMOTICS 00 responsibility for the elearalleZ and settIement of a transaction on bthWo Dreltel Hamilton to the extent that: PerAting issues a conarmation of*. transaction effected by Drexel Hamilton •to you, as its client The transaction was executed with a contra party and the tansaction Is compared at National Securities Mitring Corporation (NSCC) Or Fixed Income Clearing Corporation OFICO, If Drexel Hamilton wer oelICOUnter financial &Mak niter a transaction has been compared in l'SCC FICC, Pershing ,w)id still fte oblipted to effect delivery of payment or MI= securities. To the extent a transaction is clearing 01,1.Bide of NSCC Or MCC —Pershing is obligated tot clear and settle the transacti.on, provided The L-onan party performs its obligations to Pershing. Pet•shing has bear a leading global provider of financial business solutions for over 7ID years and serves many of the wotild':s most respected financial organizations, We are well capitalized with eapital ratios that exceed that required by regulators, On Mardi fl NH I, :Pershing's regulatorynet capital of $11 billion was 10.8% of gate debit balances and $940million in excess of the mmum requirement Artathed are Pershing's most recent audited .,.5tateirtent of Financial Condition and additional information regarding Pershing's and BNY M.010.if 5rentb ndStat414. For Natter information abont Notting, please visit WWW.pwshins.com, If you have any questions, please COMAtg yom investment professional o Drexel Hamilton directly, cc: Drexel Hamilton „,410.=• "; v NEWYORK STATE OF OPPORTUNITY. Office of General Services Division of Service -Disabled Veterans' Business Development Drexel Hamilton Financial Group, Inc. Is hereby certified as a New York State Service -disabled Veteran Owned Small Business (SDVOB) December 1, 2014 141002 Control Number Director Division of Service -Disabled Veterans' Business Development Fxcrasao$ Andrew M. Cuomo Governor November 30, 2019 !Expiration Date Comnbissioner New York State Office of General Services DEPARTMENT OF MANAGEMENT SERVICES 0 using •'Florida C'ertificatim Drexel Hamilton Is certified under the provisions of 287 and 295 187, Florida Statutes for a period from: to 04/30/2014 04/30/2016 1/4 C J. ols, Secretary Florida Dep n of Management Services 7"lirfice. cf Supplier Diversity 0 4.050 Esplanade Way, SUUSE 380 Falrgahassee,l,L 32399 - i850j 487-0915 ,” www.osdArns.statt.' Response to Request for Qualifications for Municipal Bond Underwriting Services CITY OF MIAMI, FLORIDA Janney Montgomery Scott LLC Wayne A. Seaton, Managing Director 575 Lexington Avenue, 20th Floor New York, NY 10022 0: (212) 829-3830 • F: (212) 223-2508 • wseaton@janney.com Request for Qualifications for Municipal Bond Underwriting Services #521381,1 FIN: 23-0731260 575 Lexington Avenue New York, NY 10022 (212) 829-3830 www.j anney.com December 16, 2015 Yadissa Calderon City of Miami, Florida 3500 Pan American Drive Miami, Florida 33133 ycalderon@miamigov.com Ms. Calderon: Janney Montgomery Scott LLC ("Janney" or the "Firm") appreciates the opportunity to present its qualifications to serve as underwriter to the City of Miami (the "City"). Highlighted below and detailed in our proposal are several key factors for consideration: Janney: A Well -Established Firm with a Cadre of Experienced Public Finance Bankers. Janney is a leading middle -market investment bank and one of the oldest continuously operating broker -dealers in the country, with a seat on the New York Stock Exchange dating back to 1832. In recent years we have dramatically but selectively upgraded our public finance team with several bankers averaging over 20 years' experience. Sign ficant Presence in the `Sunshine State'. Janney's origin in Florida dates back to the opening of its first office in Fort Lauderdale in July of 1999. Our Firm now employs a total of 56 professionals in seven offices throughout the State. Since 2014 Janney executed 5,708 trades in Florida's secondary market for a total volume of over $1.0 billion. The team we have assigned to the City brings a fresh perspective as well as decades of experience with Florida issuers both at Janney and from affiliations at prior firms. Our team members have managed transactions for the City of Cape Coral, Florida Housing Finance Corporation, Florida Municipal Power Agency, City of Jacksonville, Miami -Dade County, Miami -Dade International Airport, Miami -Dade School District, City of Orlando and Palm Beach Housing Authority, among others. Balanced Distribution System. Janney truly has a balanced distribution network that blends substantial access to Florida retail as well as an extensive institutional sales network. We consistently receive sales designations larger than our participation in municipal transactions, a fact we hope resonates as the City considers the composition of its underwriting team. Superior Pricing Results for Our Clients. The factor that truly sets Janney apart from its competitors, is Janney's ability to consistently achieve superior pricing of municipal bonds. As detailed in our proposal, Janney has developed a reputation for being able to consistently produce strong and aggressive pricing for its clients in both strong and weak markets. The Firm would be delighted to execute on the City's behalf as a member of your underwriting team. Sincerely, .44.4.- a. ..„efezea--- Wayne. A. Seaton, Managing Director Email: wseaton@janney.com Janney Montgomery Scott LLC Member: NYSE • FINRA • SIPC Response to Request for Qualifications for Municipal Bond Underwriting Services RFQ Number: 521381,1 Table of Contents Subiect Page Certification Statement Executive Summary 1 Minimum Requirements 5 Ability to Underwrite Capacity Bond 8 Qualification and Experience of Personnel 11 Understanding of City 18 Approach to Providing Services 19 Trade Secrets Execution 19 Exhibit Exhibit 1: SEC Municipal Advisor Disclosure Exhibit 2: Most Recent G-37 Exhibit 3: Janney's Red Book Listings Exhibit 4: Affidavit of Compliance Exhibit 5:Applicable Licenses and Certifications Certification Statement Please quote on this form, if applicable, net prices for the item(s) listed. Return signed original and retain a copy for your files. Prices should include all costs, including transportation to destination. The City reserves the right to accept or reject all or any part of this submission. Prices should be firm for a minimum of 180 days following the time set for closing of the submissions. In the event of errors in extension of totals, the unit prices shall govern in determining the quoted prices. We (I) certify that we have read your solicitation, completed the necessary documents, and propose to furnish and deliver, F.O.B. DESTINATION, the items or services specified herein. The undersigned hereby certifies that neither the contractual party nor any of its principal owners or personnel have been convicted of any of the violations, or debarred or suspended as set in section 18-107 or Ordinance No. 12271. All exceptions to this submission have been documented in the section below (refer to paragraph and section). EXCEPTIONS: We (I) certify that any and all information contained in this submission is true; and we (I) further certify that this submission is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a submission for the same materials, supplies, equipment, or service, and is in all respects fair and without collusion or fraud. We (I) agree to abide by all terms and conditions of this solicitation and certify that I am authorized to sign this submission for the submitter. Please print the following and sign your name: SUPPLIER NAME. `J 0 on t' \/ Pion4-3 pole r y Se o + L. ?._ C ADDRESS. 576LLK;VI34t�"k f�� if I Neu.))-&-e,kY /O 2 s PHONE: ? / ' Sd 9- 38,30 FAX• 0 j* -J0 3 - 02(5 0 EMAIL: W,Seq fl C0Janney Comb BEEPER. SIGNED BY Air redo(' DATE. bee e.r ber )s-; a 0 fLJ- TITLE: Ma/A FAILURE TO COMPLETE. SIGN. AND RETURN THIS FORM SHALL DISOUALIFY THIS BID. Page 2 of 42 Certifications Legal Name of Firm: tt nFrey° P')onTlornery SCoH L Entity Type: Partnership, Sole Proprietorship, Corporation, etc. Lm;-&i ,ifib;i; yeorrpal Year Established: G ab,shed 1 S39 t d blA,,/(s GLe of �tlitlS/ 7,,+ /999 Office Location: City of Miami, Miami -Dade County, or Other One So r 1,504v "rarer, 62N To.f rim I i^a I, She 608,Sara,5a a,FA 3 a3 Occupational License N tuber: og7d Occupational License Issuing Agency: Florida Lepo.r4mel%+ o'f ( C Its¢ ia1 ScrviceS Occupational License Expiration Date: 0 CO 0/c90 Please list and acknowledge all addendum/addenda received. List the addendum/addenda number and date of receipt (i.e. Addendum No. 1, 7/1/07). If no addendum/addenda was/were issued, please insert N/A. Aride l�C��,��'n ATh. /, ic2/////c 4ddenc/U M AM.)) lcr1i1/e1— If Proposer has a Local Office, as defined under Chapter 18/Articlle III, Section 18-73 of the City Code, has Proposer filled out, notarized, and included with its bid response the "City of Miami Local Office Certification" form? YES OR NO? (The City of Miami Local Office Certification form is located in the Oracle Sourcing system ("iSupplier"), under the Header/Notes and Attachments Section of this solicitation) / WiO Page 3 of 42 Line: 1 Description: Please disregard this Line Item and refer to Section 3.1, Specification/Scope of Work, and Section 4.0, Submission Requirements. Category: 94656-00 Unit of Measure: / Unit Price: $ (V' Number of Units: Total: $ Page 4 of 42 4.1 Submission Requirements 3. Executive Summary A signed and dated summary of not more than three (3) pages containing the Proposer's Overall Expertise, Qualifications and Experience. Include the name of the organization, business phone, contact person, and phone/fax/email address. Describe its overall organization, history and background, tax status, principals, owners, board of directors and/or board of trustees, number of professionals employed, and the date Proposer was incorporated/organized; State(s) incorporated/organized in. Firm Overview Janney is a limited liability corporation formed under the law of the state of Delaware, and maintains its corporate headquarters in Philadelphia. The Firm employs over 1,800 people in 110 offices throughout 19 states and the District of Columbia, including seven offices in the State of Florida ("Florida" or the "State"). Janney is privately held by Penn Mutual Life Insurance Company ("Penn Mutual"), a conservative life insurance mutual fund and one of the largest mutual life insurance companies in the United States, with assets of $24 billion and insurance in force of $106 billion. Penn Mutual is a mutually owned insurance company and has no stock holders. Penn Mutual is also one of the most financially stable life insurance companies, maintaining an "Aa3" rating from Moody's and an "A+" rating from Standard & Poor's. Please see Penn Mutuals Board of Trustees in the table below. As a result of sound business practices and policies, Janney has not experienced any negative impact from the financial and credit events of the past few years. Janney has been profitable for over 100 consecutive quarters. Janney maintains business lines in Public Finance, Municipal and Taxable Fixed Income, Investment Banking, Equity Research, Sales and Trading, and Private Client Services. Janney is a leading middle market investment bank, providing: • Extensive capital markets and advisory expertise; • Highly regarded research product; • Strong retail distribution; and • Leading institutional sales and trading capabilities Public Finance Private Client Services Investment Banking Municipal Fixed income Equity Research Taxable Fixed Income Equity Sales & Trading On a national basis, Janney underwrites in 46 states (including Florida), and in terms of volume, is ranked as the 22"d negotiated underwriter, 11th competitive underwriter and 18th overall underwriter for 2014, based on total par. The Firm's skilled coverage team is comprised of seasoned, experienced individuals with decades of proven expertise in their respective functional area. Janney presents a first in class investment banking firm with seasoned talent providing: • Excellence in execution — depth and breadth of coverage • Solid market penetration with "boots on the ground" (seven Florida offices) • A culture of service, accessibility and collaboration 1 Janney Montgomery Scott LLC 575 Lexington Avenue New York, NY 10022 (212) 906-1950 The Penn Mutual Board of Trustees The Penn Mutual Board of Trustees Board Member Edward G. Boehne, Former Pres Company Federal Reserve Bank of Philadelphia Joan Carter, Pres UM Holdings, Ltd. Robert E. Chappell, R Chairman The Penn Mutual Life Insurance Company William R. Cook, R Chairman BetzDearborn Inc. James S. Hunt, R Exec VP & CFO Disney Parks and Resorts Worldwide Charisse R. Lillie, VP & Pres Community Inv Comcast Corp & Comcast FND Eileen C. McDonnell, Chairman, Pres & CEO The Penn Mutual Life Insurance Company Helen P. Pudlin, R Exec VP & GC PNC Financial Services Group, Inc. Edmond F. Notebeat, Former Healthcare Exec Robert H. Rock, Pres MLR Holdings LLC Anthony M. Santomero, Former Pres Federal Reserve Bank of Philadelphia Susan D. Waring, R Exec VP & CAO State Farm Life Insurance Company History of the Firm The Firm has operated under the name Janney Montgomery Scott LLC since 1999. A timeline of Janney's history can be found below. 2010 The Janney Timeline Janney Montgomery Scott LLC is the largest Philadelphia -based financial services firm 2007 Janney Montgomery Scott LLC celebrates its 175th anniversary; Timothy C. Scheve joins the Firm as President and CEO 2005 Parker/Hunter Incorporated is acquired by Janney Montgomery Scott LLC 1999 Janney Montgomery Scott, Inc. changes its corporate structure and is renamed Janney Montgomery Scott LLC 1982 Janney Montgomery Scott, Inc. acquired by The Penn Mutual Life Insurance Company 1978 Janney Montgomery Scott, Inc. and Hoppin, Watson Inc. merge 1971 Janney, Battles & E.W. Clark, Inc. and Montgomery Scott & Co. merge to become Janney Montgomery Scott Inc. 1960 Janney, Dulles & Battles, Inc. merges with E.W. Clark & Co. and becomes Janney, Battles & E.W. Clark, Inc. 1956 In January, Janney & Co. acquires Wurts, Dulles & Co., becoming Janney, Dulles & Co. In December, Janney Dulles & Co. acquires Winthrop H. Battles, changing the name to Janney, Dulles & Battles, Inc. 1929 Col. Montgomery starts Montgomery Scott & Co. 1921 Montgomery Clothier & Tyler is renamed Janney & Co.; Col. Montgomery leaves the firm 1911 Walter Janney joins Montgomery Clothier & Tyler 1907 Col. Robert L. Montgomery co-founds Montgomery Clothier & Tyler in Philadelphia 1904 Wurts, Dulles & Co. established 1890 Battles & Co. is founded 1837 E.W. Clark & Co. is established 1832 Lawrence Turnure & Co. is formed— later merges with T.L. Watson & Co. to become Hoppin, Watson, Inc.; Thomas Watson purchases seat on the NYSE Janney Montgomery Scott LLC 575 Lexington Avenue New York, NY 10022 (212) 906-1950 Municipal Capital Markets Since 2010, the Firm has strengthened its long- standing commitment to the municipal market and has had ongoing expansion within its Municipal Capital Markets group, which includes Public Finance and Municipal Underwriting, Sales and Trading. Currently, there are 85 professionals who focus on public finance, municipal, underwriting, sales, trading and research. Municipal Ca )ital Markets Professionals Public Finance 1Vfu�ptl Inderwritln Taxable Sales Traders & Strategists n 1' Total Professionals 2010 14 12 46 2015 17 4' 32 13 85 Public Finance Janney's public finance group specializes in a wide range of municipal areas within its footprint, including state and local government issuance, drinking water and clean water bond issues, health care, higher education, transportation, private student loans, and housing bonds. The Firm's public finance department includes 17 professionals located in Office Location # of Professionals Philadelphia, PA New York, Philadelphia, Pittsburgh, and Bedminster, NJ, as well as two paraprofessionals. Experienced Public Finance Bankers We have dramatically but selectively upgraded our public finance team with several senior bankers averaging over 20 years' experience. We most recently added Wayne Seaton as senior banker responsible for expanding our coverage of major cities across the Southeast, particularly in Florida. Mr. Seaton has 22 years' experience providing financial solutions to major cities and counties across the country. A select list of senior managed clients includes Atlanta, District of Columbia, Jacksonville, Philadelphia, Miami -Dade, St. Louis and New York. Significant New Appointments Evidencing Our Underwriting Ability In the last two years, Janney has either been appointed to or elevated its position in the following major issuers' underwriting syndicates: California State Treasurer's Office, State of Connecticut; as well as the cities such as Chicago, District of Columbia, San Francisco and New York. In addition, Janney continues its longstanding relationships with the Commonwealth of Massachusetts, City of Philadelphia and State of Rhode Island (multiple book -running senior manager). Principal Contact The principal contact for the City's proposed financing program will be: Wayne A. Seaton, Managing Director 575 Lexington Avenue, 20th Floor New York, NY 10022 Telephone: 212-829-3 83 0 Fax: 212-223-2508 Email: wseaton@janney.com a• Signed and Dated: December 15, 2015 3 Janney Montgomery Scott LLC 575 Lexington Avenue New York, NY 10022 (212) 906-1950 4. Proposer's Overall Qualifications and Experience a) Proposer shall satisfy each of the minimum. requirements listed under Section 2.9, Proposer's Minimum Qualifications, of the RFQ. Proposer must also submit an affidavit of Proposers declaration of compliance to the Minimum Requirements and Pre -Requisites as stated in Section 2.9; Janney is in compliance with the Minimum Requirements and Pre -requisites as stated in Section 2.9 of the Request for Qualifications. Please see Exhibit 4 for the Affidavit of Compliance. 2.9 Minimum Qualifications A. Have national, regional, and/or local recognition as an underwriting firm as exemplified by continuously maintaining a Red Book listing within the area of Dealers & Underwriters for at least two (2) years (Fall 2012 through Fall 2014). Proposers will be required to submit photocopies of Red Book listings. Proposers meeting this requirement shall include within their proposals, an affirinative statement indicating that their firm qualifies under this criterion; The Bond Buyer's Municipal Marketplace Directory (the Red Book) maintains records from 1972 and Janney has been listed in the Red Book since 1972. Please see Exhibit 3 for photocopies of Janney's Red Book listings from Fall 2012 through Fall 2014. B. Be current and in compliance with all filing requirements of Rule G-37. Proposers represent by virtue of their response to this RFQ that their respective officers, directors, employees or agents have not made any contributions or undertaken any actions in violation of Rule G-37 which may serve to disqualify the Proposer from acting as underwriter to the City; Janney is current and in compliance with all filing requirements. Further, Janney's respective officers, directors, employees or agents have not made any contributions or undertaken any actions in violation of Rule G-37 which may serve to disqualify the Proposer from acting as underwriter to the City. C. Submit a copy of its latest G-37 filing, if applicable. Otherwise, Proposer must provide a statement, per the attached sample in the Header Section of this RFQ, affirming that it is in full compliance with Rule G-37 and not required to file; Please see Exhibit 2 for Janney's most current G-37 filing. D. Carry any and all necessary licenses and authorizations to act as an underwriter of municipal debt in the State of Florida. If selected, Proposer shall maintain such licenses and authorizations as required to complete the Engagement. It is the underwriter's responsibility to notify the City immediately in the event that it is no longer licensed or authorized to act as an underwriter of municipal debt within the State of Florida. Proposer shall submit evidence that the Proposer is qualified to do business in the State of Florida, including (if a corporation) a current Certificate of Good Standing from the State of Florida Secretary of State's office. All documentation provided shall be current and included in an appendix to the submission; Janney Montgomery Scott carries any and all necessary licenses and is authorized to act as underwriter of municipal debt in the State of Florida. Janney is a Limited Liabilities Corporation in the State of Delaware, Please see Exhibit 5 for the Certificate of Formation and to review the FINRA Broker Check document detailing our state registration. 4 Janney Montgomery Scott LLC 575 Lexington Avenue New York, NY 10022 (212) 906-1950 E. Be registered with the Financial Industry Regulatory Authority (FINRA) in addition the City encourages securities broker -dealers that are registered with the Securities and Exchange Commission and the Municipal Securities Rulemaking Board and that are members of the Financial Industry Regulatory Authority to apply for inclusion in the pool; Janney Montgomery Scott is registered with FINRA, SEC and MSRB. See attached FINRA Broker Check document detailing this registration in Exhibit 5. F. Be registered as a Broker -Dealer with the applicable State agency. The registration must be maintained throughout the term of the agreement; Janney Montgomery Scott understands and expects to be registered as a Broker -Dealer throughout the term of the agreement. G. Be properly licensed, as applicable, to conduct business in the State of Florida; and have a minimum of five years' experience in bond underwriting services; Janney Montgomery Scott is properly licensed and has more than five years' experience in bond underwriting. H. Have sufficient financial support, personnel, and organization to ensure that it can satisfactorily execute the services if awarded a Contract/Agreement under the terms and conditions herein stated; Janney has sufficient financial support, personnel, and organization to ensure that it can satisfactorily execute the services if awarded a Contract/Agreement under the terms and conditions of the Request for Qualifications. The City will have a diverse and seasoned group of Janney Public Finance bankers, underwriters, and research professionals available to carry out its financing needs. Our financing team consists of eight members with over 121 years of experience. Please see response to question 6a for a complete listing of the Teams resumes. I. Have no record of judgments, bankruptcies, pending lawsuits against the City or criminal activities involving moral turpitude and not have any conflicts of interest that have not been waived by the City Commission; and Janney Montgomery Scott does not have any judgments, bankruptcies, pending lawsuits against the City nor is involved in any moral turpitude. Janney does not have any conflicts of interest with the City. J. Neither Proposer(s) nor any principal, officer, or stockholder of Proposer(s) shall be in arrears or in default of any debt or contract involving the City, (as a party to a contract, or otherwise); nor have failed to perform faithfully on any previous contract with the City. Janney Montgomery Scott nor any principal, officer, is in arrears or in default of any debt or contract involving the City; nor has failed to perform faithfully on any previous contract with the City. b) Describe your firm's underwriting practice as related to public finance. Compare public finance staffing in your firm three (3) years ago and that of today; Janney Montgomery Scott LLC 575 Lexington Avenue New York, NY 10022 (212) 906-1950 Janney has maintained a strong commitment to public finance and for investment grade municipal issues, the Firm's internal limit is $250 million. Considering most municipal transactions of size have a syndicate with the bookrunner having a 50% liability, Janney has the ability within its internal limits to serve as lead on underwritings up to $500 million in par. The adjacent table outlines Janney's committed by Municipal Finance. Date January 1, 2015 Tanlia y 13 2014 January 1, 2013 Jutip,t'y 1, 2012 Legal Underwriting Ca acit ($) 933,000,000 45,OOO,Qo 967,000,000 Municipal Finance Allocation ($) 13,100,000 13,600,000 legal underwriting capacity and the portion of the total The Firm has strengthened its long-standing commitment to the municipal market and has had ongoing expansion within its Municipal Capital Markets ("MCM") group, which includes Public Finance and Municipal Underwriting, Sales and Trading. Specifically, Janney's public finance staffing has grown by 11 professionals since 2012. As part of Janney's 2015 Public Finance five-year plan, the group is seeking to expand its Public Finance practice with additional bankers throughout Janney's footprint. In October 2015 Janney added a Managing Director (Wayne Seaton) specializing in variety of transactions for airport, energy efficiency, general infrastructure, renewable, transportation and utility sectors as well as an analyst. Janney most recently hired an Associate in December 2015. c) Disclosure by the underwriter of any conflicts of interest, as stated in MSRB Rule "G-17, including finder's fees, fee splitting, or other contractual arrangements of the firm that could present a real or perceived conflict of interest. Additionally, the firm should disclose if there are any pending investigations of the firm or enforcement or disciplinary actions imposed on the firm within the past three (3) years by the Security Exchange Commission (SEC) or other regulatory bodies; The firm has been a party to regulatory investigations, administrative proceedings and federal or state investigations and audits throughout the time period requested as a normal course of business. Any inquiries, investigations and/or questionnaires which have resulted or will result in reportable formal action, fine or sanction against the Firm are appropriately disclosed on the Firm's Form B/D, a publicly available document. From time to time, in the normal course of business the firm is subject to either actual or threatened litigation by customers of Janney. None of the claims received in the timeframe requested has been determined to have a material adverse impact on the current financial status or operations of the firm. d) Certify the Proposer's Excess Net Capital position as of September 30, 2014 to date; and Based on the Firm's Excess Net Capital of $70.6 million, as reported in the 2015 third quarter Focus Report, Janney has the legal limit for underwriting new, long-term bonds of $1 billion. This is in addition to the $250 million limit for the trading desk's use in secondary market and competitive bids which is already built into the Excess Net Capital number. Being a conservatively -managed firm, Janney sets lower internal limits, which vary depending upon the issue and issuer. Considering that most municipal transactions of size have a syndicate with the bookrunner having a 50% liability, Janney has the ability within its internal limits to serve as bookrunner on underwritings up to $500 million in par. Janney's Excess Net Capital Feriad Ending Excess Net Ca iital 3Q 2015 2' 1Q 2015 $70,659,780 G6,378323 71,200,150 70,31I 418 68,158,572 Janney Montgomery Scott LLC 575 Lexington Avenue New York, NY 10022 (212) 906-1950 3Q 2014 e) Disclose whether your Firm has been involved in the prior trade of securities for the City of Miami? If so, please specify dates and provide detailed information concerning the services provided. It is essential for a successful sales force to be able to sell and trade municipal securities to and for its institutional customers in the secondary market. Like competitive transactions, secondary sales are another avenue for Janney's municipal sales professionals to maintain daily contact with all national institutional investors. The Finn currently has 368 accounts holding the City's credit with a total market value of $14.7 million. Janney is able to provide our secondary trading history from 2009 through 2015 year-to-date and during that time Janney completed 794 trades for the City totaling $53.0 million. The table below summarizes Janney's involvement in the City's credit since 2009. Year Trades Volume ($ 2015 YTD :2014. 2013 2011 01 2009 70 80 95 148 2,605,000 6,420,000 11,240,000 5,120,000 15, 20,000 8,185,000 5. Proposer's Ability to Underwrite Capacity Bond a) Describe the Proposer's bond sales abilities with emphasis on the Proposer's institutional and/or retail distribution capabilities and ability to place Florida paper. Include in a tabular format the following (limit to three pages): 1) Number of sales personnel in Florida; 2) Number of offices in Florida; and 3) Number of offices nationally. Janney opened its first office in Florida in Fort Lauderdale in July of 1999. Janney now employs 56 financial advisors in seven offices throughout the State, including two offices in Palm Beach County. Janney's retail distribution capabilities, combined with its deep institutional investor coverage, provide the Firm with a strategic advantage in the current market. The Firm manages over 14,000 accounts out of its seven Florida offices, with assets under management of $2.7 billion and $407.9 million in directly held municipal bonds. Janney's retail investor base provides consistent demand for municipal issues, which provides the Firm's institutional sales force with valuable secondary market liquidity for its institutional clients. Janney has two capital markets offices in Florida located in Ponte Vedra Beach and Palm Beach Gardens through which it has built relationships with the regional institutional accounts. In total, Janney employs 83 professionals throughout the State with a 2014 payroll of $13.8 million. Florida Office Locations Boca Raton a; Ponte Vedra Beach Stuart Janney Montgomery Scott LLC 575 Lexington Avenue New York, NY 10022 (212) 906-1950 Total Professionals 13 Financial Advisors 12 7 The Firm employs over 1,800 people in 110 offices throughout 19 states and the District of Columbia. The graphic on the below shows Janney's office locations nationally. b) For each of calendar years 2012, 2013 and 2014 and in tabular format, set forth the total number of municipal bond transactions the Proposer has served as Senior Manager and the total par amount involved (limit to one page); From 2012 through 2014, Janney has served as Senior Manager on 822 transactions with a total par amount of approximately $9.1 billion. Janney's National Senior Managed Underwriting Experience Year 2014 2012 Total Issues 249 339 Total: Isar ($inxn) 2,716.696 3,393.073 c) For each of calendar years 2012, 2013 and 2014 and in tabular format, set forth the total number of municipal bond transactions the Proposer has served as Co -Manager and the total par amount involved (limit to one page); 8 Janney Montgomery Scott LLC 575 Lexington Avenue New York, NY 10022 (212) 906-1950 From 2012 through 2014, Janney has served as Co -Manager on 287 transactions with a total par amount of approximately $64.4 billion. Janney's National Co -Managed Underwriting Experience x ear 2014 2012 Total Issues 92 115 Total Par ($nam) 19,028.795 26,434.980 d) Provide information related to the Proposer's capitalization, as follows: A table that reflects the most recent available data (include date) for the Proposer's total capital and excess net (uncommitted) capital; and Based on the Firm's Excess Net Capital of $70.6 million, as reported in the 2015 third quarter FOCUS Report period ending September 30, 2015. Janney has the legal limit for underwriting new, long- term bonds of $1 billion. This is in addition to the Period Ending Total Firm Capital 3Q 2015 $403,101,961 2013 388,456,518 2011 338,465,523 Total Equity Capital $198,101,961 184,46,(10 193,465,518 248 465 523 7 7 Net Capital $76,966,162 77,851,044 89,117,636 Uncommitted (Excess Net) Ca rital' $70,659,780 72,919,835 47,%l6: 84,160,724 $250 million limit for the trading desk's use in secondary market and competitive bids which is already built into the Excess Net Capital number. Being a conservatively -managed firm, Janney sets lower internal limits, which vary depending upon the issue and issuer. Considering that most municipal transactions of size have a syndicate with the bookrunner having a 50% liability, Janney has the ability within its internal limits to serve as bookrunner on underwritings up to $500 million in par. e) Describe Proposers access to sources of current market information to provide bond pricing data before, during and after the sale. The City's financings would be the highest priority for Janney, and the Firm has assigned its most experienced investment banking professionals who specialize in the quantitative structuring of bond issues. Janney's public finance team has the advanced quantitative capabilities necessary to successfully structure new money and refunding transactions for the City. Janney uses Bloomberg and TM3 to provide market comparables leading up to the transaction to ensure the issuer is receiving the most competitive rates. Software programs that our team has used and currently uses include DBC and modeling in Excel. The individuals at Janney who will be responsible for providing quantitative support to the City are .qualified and experienced in preparing sophisticated analyses. The ability of our team to use a variety of modeling platforms to structure bond issues affords Janney's clients the optimum structuring and sensitivity analyses. Janney's quantitative support team uses numerous additional sources in its analysis, research, and presentations, including Bloomberg, Thomson Reuters, Securities Data Corporation, Moody's, Standard & Poor's, Fitch, Kroll, and Credit Scope, as well as bond pricing data, before, during and after the bond sale. 9 Janney Montgomery Scott LLC 575 Lexington Avenue New York, NY 10022 (212) 906-1950 Name Roscoe Murphy Position Ex erience Managing Director ta—WO Associate 22 years ears 6 years 6. Qualifications and Experience of Personnel A )lications DBC, Excel DBC, Excel, Bloomber 78,,ee1,loombe Thomson Reuters a) Provide resumes of each public finance professional that will be assigned to the Engagement. Describe the role of each in, and level of commitment to, the Engagement as well as their experience with municipal clients (limit to one page per professional); Our team with the depth and breadth of experience to serve the City. The City will have a diverse and seasoned group of Janney Public Finance bankers, underwriters, and research professionals available to carry out its financing needs. Our team consists of eight members with over 121 years of experience. Team Member Role/Res )onsibility Location Ex )erience Wayne A. Seaton, Managing Director Jo tf elly . 1, t an tgfrg Direct r Roscoe Murphy, Associate E1Ie Enos Anixt, st `. Mike McNamara, Managing Director Ova Matt Davis, Managing Director luren Carter,.bzrect�t^ Resumes of our team are listed below. Engagement Manager Banking Support Quar tttatiVe Head of Fixed Income Sales Ott Long Term Underwriter ,short Tenn inderwrter Wayne A. Seaton, Managing Director 575 Lexington Avenue, 20th Floor, New York, NY 10022 New York 1 Philadelphia uiJaa Philadelphia Philadelphia Philaeleltihia 22 years i_year 6 ears Y u�th- 30 years tea_ 17 years "3 years` Phone: (212) 829-3830 wseaton@janney.com Mr. Seaton is a Managing Director in the firm's New York Public Finance office. With over 22 years of experience, Mr. Seaton has served as lead investment banker for over $20 billion in municipal issuance for some of the largest and most complex capital programs in the nation. Mr. Seaton has served as lead banker to a significant number of municipal issuers in Florida, including: Miami -Dade County, Miami -Dade International Airport, Palm Beach Housing Authority and City of Jacksonville, among others. Prior to joining Janney, Mr. Seaton was Head of Sustainable Public Infrastructure at Wells Fargo Securities, with a nationwide mandate for sourcing and leading a variety of transactions for airport, energy efficiency, general infrastructure, renewable, transportation and utility sectors. Before joining Wells Fargo Securities, he was Head of Public Finance for a minority -owned firm for four years, and previously, Managing Director at Bear, Stearns & Co. Inc. Mr. Seaton received his A.B. from Harvard University and an M.B.A. in Finance and International Business from Columbia Business School. His industry affiliations include the U.S. EPA's Environmental Financial Advisory Board, Municipal Forum of New York and National Association of Securities Professionals. Mr. Seaton holds the Series 7, 24, 53 and 63 licenses. 10 Janney Montgomery Scott LLC 575 Lexington Avenue New York, NY 10022 (212) 906-1950 John B. Kelly, III, Managing Director Phone: (215) 665-6382 1717 Arch Street, 22nd Floor, Philadelphia, PA 19103 jkelly@janney.com Mr. Kelly has over 21 years' experience in public finance, with a focus on large governmental issuers in Pennsylvania, Florida, and the Midwest. His clients have included the City of Philadelphia, Pennsylvania Turnpike Commission, Louisville Regional Airport Authority, Delaware River Port Authority, Pennsylvania Commonwealth Financing Authority, Philadelphia Municipal Authority, and Philadelphia Parking Authority, among others. A list of his Florida clients includes Florida Municipal Power Agency, Florida Housing Finance Corporation and the City of Cape Coral. Prior to joining Janney, Mr. Kelly was an investment banker at PNC Capital Markets. He also has significant experience with Public -Private Partnership ("P3") studies and financings, as a credit and liquidity enhancement banker at Lloyds Bank, and as financial advisor at Public Financial Management. Mr. Kelly received his bachelor's degree in Economics from Harvard University. He is active in his community, serving on the boards of the Fairmount Park Conservancy and the Prince Albert II of Monaco Foundation — USA. Previously, he has served on the boards of the Philadelphia Police Foundation, Vesper Boat Club, and Medical College of Pennsylvania. Mr. Kelly holds the Series 53, 66 and 7 licenses. Roscoe Murphy, Associate Phone: (215) 665-6038 1717 Arch Street, 22nd Floor, Philadelphia, PA 19103 rmurphy@janney.com Mr. Murphy joined Janney's Municipal Capital Markets group in 2012 as an Analyst. He is responsible for providing banking and research support to members of the Public Finance team, as well as quantitative analysis and debt structuring for the Firm's issuer clients. Mr. Murphy has experience with several types of financings for various types of clients, including cities, school districts, economic development agencies, municipal authorities, and local municipalities. Prior to joining Janney, Mr. Murphy spent one year as an Analyst/Consultant in Public Finance at PNC Capital Markets. Prior to PNC, Mr. Murphy spent three years as an Associate Analyst in the Public Finance Group at Commerce Capital Markets. Mr. Murphy graduated from Lower Merion H.S and holds a Series 52 license. Elle Enos, Analyst Phone: (215) 665-6019 1717 Arch Street, 22nd Floor, Philadelphia, PA 19103 eenos@janney.com Ms. Enos joined Janney's Municipal Capital Markets group in 2015 as an Analyst. She is responsible for providing banking and research support to members of the Public Finance team, as well as quantitative analysis and structuring scenarios for the Firm's issuer clients. Ms. Enos graduated from the University of South Carolina with a B.S. in Business Administration concentrating in Business Economics. Mike McNamara, Managing Director Phone: (215) 665-6060 1717 Arch Street, 19th Floor, Philadelphia, PA 19103 mmcnamara@janney.com Mr. McNamara joined Janney in September of 2014 with over 30 years of Institutional Fixed Income experience. He was previously at Citi Global Markets where he was a Managing Director and Head of Fixed Income Core Client and Multi -Product Sales. Prior, Mr. McNamara was a Corporate Vice President and National Account manager at PaineWebber where he oversaw National Middle Market Fixed Income sales. He also worked as a Vice President for Kidder Peabody where he was Co -Head of Middle Market Fixed Income sales and trading. Mr. McNamara graduated from Mount Saint Mary's University with a B.S. in Finance and Economics. Mr. McNamara holds Series 3, 7, 24, 53 and 63 licenses. 11 Janney Montgomery Scott LLC 575 Lexington Avenue New York, NY 10022 (212) 906-1950 Tom Bajus, Managing Director 1717 Arch Street, 19t"1 Floor, Philadelphia, PA 19103 Phone: (215) 665-6370 tbajus@janney.com Mr. Bajus joined Janney in October 2009. He was previously at Sovereign Bank where he was Senior Managing Director of Municipal Trading and Underwriting for their securities group. At Sovereign, he was responsible for all Municipal Trading, Underwriting, Risk Management, and Strategy for the municipal securities group. Prior, Mr. Bajus was First Vice President, Managing Director of National Municipal Trading at Janney where he oversaw National Municipal Retail/Institutional Trading and Underwriting. In addition, he also worked as an Assistant Vice President for First Albany Corp and RRZ Public Markets in their municipal areas. Mr. Bajus has been in the municipal securities business for over 18 years. He graduated from the Pennsylvania State University with a Bachelor of Science in Finance and has Series 7, 24, 53 and 63 licenses. Matt Davis, Managing Director Phone: (215) 665-6521 1717 Arch Street, 19th Floor, Philadelphia, PA 19103 mdavis@janney.com Mr. Davis joined Janney in November 2009 to help lead the municipal underwriting and finance business. He comes to Janney with 17 years' experience trading and underwriting municipal bonds, most recently as the head of municipal trading and underwriting for TD Securities (USA) LLC, formerly Commerce Capital Markets. He brings extensive experience with competitive transactions, having successfully committed capital to purchase/underwrite over 400 transactions. Mr. Davis is a 1996 graduate from Colgate University and holds the Series 7 and 63 licenses. Lauren Carter, Director Phone: (215) 665-1189 1717 Arch Street, 19th Floor, Philadelphia, PA 19103 lcarter@janney.com Ms. Carter joined Janney in June 2011. She has come to Janney with 13 years of experience in trading and underwriting notes and bonds. She most recently lead the short term desk at TD Securities (USA) LLC where she was responsible for underwriting over $2.7 billion of tax exempt notes in 2010. Ms. Carter has cultivated relationships with financial advisors and bond counsels in Massachusetts, New Jersey and New York. She has previously worked at the Vanguard Group, Commerce Capital Markets, and Goldman Sachs. Ms. Carter graduated from Drexel University in 1999 and holds the Series 7, 63 and 55 licenses. b) For the Proposer and for each employee of the Proposer listed above (i.e. the primacy account executive and public finance professionals assigned to the Engagement), a brief explanation of: (i) litigation pending or past judgments entered against the individual or his or her Proposer, because of an act or omission of such individual in a professional liability action, if any; and (ii) regulatory or criminal actions, proceedings or investigations to which the individual or the Proposer has been subject over the last three years, whether or not the same has resulted in charges, convictions, suspensions or debarments (no page limit); None of the employees listed above have any litigation pending or past judgments entered against the individual or his or her Proposer, because of an act or omission of such individual in a professional liability action or regulatory or criminal actions, proceedings or investigations to which the individual or the Proposer has been subject over the last three years that have resulted in charges, convictions, suspensions or debarments. c) Documentation of the Proposer's participation in the City's recent negotiated sale or the negotiated sales of other municipalities in the State of Florida; and 12 Janney Montgomery Scott LLC 575 Lexington Avenue New York, NY 10022 (212) 906-1950 The Firm has not participated in the City's recent negotiated sale, but Janney's Florida clients have included Broward County, Palm Beach County, Palm Beach County Solid Waste Authority, and the Florida Housing Finance Corporation. Most recently Janney served as co -manager on the $70.070 million Florida Housing Finance Corporation's Home Mortgage Revenue Bonds, Series of 2014 A and B. This experience is a valuable addition to the City's pool of underwriters in terms of bringing ideas and tools to the table. d) Provide no less than a list of three (3) references within the past five (5) years for whom similar services were performed. Include the term of the contract, the compensation structures, and include the address, phone number(s) and contact persons within the organization. Below are three references should the City have any questions regarding Janney's ability to serve as senior manager or co -manager for the proposed financing program. For most multi -year financing programs, compensation is detailed and governed by the Bond Purchase Agreement and the amount of compensation is directly impacted by our liability and sales performance. Miami -Dade County, FL Frank P. Hinton atton (305) 375-5147 1 x St eet, t ite 2 Miami. FL 33128-1929 Northern Palm Beach County Im )rovenient Authorit Katie Brunk (561) 624-7830 Palm Beach Gardens, FL 33418 Florida housing Finance Cor )oration Barbara Goltz (850) 488-4198 22 7 wBtor ough t Snt 000 Tallahassee, FL 32301-1329 e) Relevant experience of the firm and the individuals assigned to the issuer, and the identification and experience of the individual in charge of the day-to-day management of the bond sale, including both the investment banker(s) and the underwriter(s). Experienced Public Finance Bankers We have dramatically but selectively upgraded our public finance team with several senior bankers averaging over 20 years' experience. We most recently added Wayne Seaton as senior banker responsible for expanding our coverage of major cities across the Southeast, particularly in Florida. Mr. Seaton has 22 years' experience providing financial solutions to major cities and counties across the country. A select list of senior managed clients includes Atlanta, District of Columbia, Jacksonville, Philadelphia, Miami -Dade, St. Louis and New York. Significant New Appointments Evidencing Our Underwriting Ability In the last two years, Janney has either been appointed to or elevated its position in the following major issuers' underwriting syndicates: California State Treasurer's Office, State of Connecticut; as well as the cities such as Chicago, District of Columbia, San Francisco and New York. In addition, Janney continues its longstanding relationships with the Commonwealth of Massachusetts, City of Philadelphia and State of Rhode Island (multiple book -running senior manager. f) A description of the firm's bond distribution capabilities including the experience of the individual primarily responsible for underwriting the proposed bonds. The firm's ability to access both retail and institutional investors should be described. Matt Davis will serve as the long-term underwriter for the proposed bonds. Mr. Davis joined Janney in November 2009 to help lead the municipal underwriting and finance business. He comes to Janney with 17 years' experience trading and underwriting municipal bonds, most recently as the head of municipal trading 13 Janney Montgomery Scott LLC 575 Lexington Avenue New York, NY 10022 (212) 906-1950 and underwriting for TD Securities (USA) LLC, formerly Commerce Capital Markets. He brings extensive experience with competitive transactions, having successfully committed capital to purchase/underwrite over 400 transactions. Balanced Distribution System Janney truly has a balanced distribution network that blends one of the region's largest retail systems with an extensive institutional sales network. As a result, Janney consistently receives sales designations in amounts larger than its participation in municipal transactions, a fact we hope resonates as the City considers the composition of its underwriting team. Janney has 110 offices in 19 states and the District of Columbia. Snapshot of Janney's Balanced Distribution Network Syndicate Institutional Sales, Trading and Underwritin Private Client Group • Broad distribution capability through retail offices and long- standing institutional investor relationships _ ressive tj ion capability ail nit capi • Increasing share of' designations provides objective measure of Janney's value to investors • Over 100 institutional salespeople, traders and underwriters ■ Over 730 financial advisors ■ 110 offices in 19 states and D.C. ■ Secondary market inventory • Retail is a top priority at Janney. catered to institutional buyer This focus has led to robust base retail distribution We believe a balanced distribution network maximizes the number of investors and is always beneficial as it creates additional demand (and better pricing) for a bond issue. As a broker dealer with a sizeable branch network across the country, Janney will utilize its financial advisors, particularly the 56 advisors located in Florida offices to target retail investors. We are confident that adding a firm such as Janney (with a strong retail distribution system) to the City's syndicate will ensure the lowest cost of capital for two important reasons. First, retail investors do not purchase large blocks of bonds and will accept lower yields on their purchases. Including a significant number of investors who will buy the City's issue at higher prices will ensure that institutional accounts cannot dictate less favorable levels. Secondly, institutional investors will pay a premium for bonds in the primary market when there is sufficient liquidity in the secondary market. Having retail participation in the primary market often demonstrates to institutional investors that there will be a strong secondary market among retail investors. This, in turn supports the pricing among institutional investors in the primary market. Retail Sales Capabilities Janney's unique position as a retail brokerage firm allows the Firm to bring to the City a tangible ability to provide true retail sales. The Firm's primary business is managing the investments of its retail clients. Janney's 730+ retail brokers manage over 430,000 retail accounts with nearly $68 billion in assets under management of which over $7.1 billion is in the form of directly -held municipal bonds. Municipal bonds are the largest single asset class held at Janney. Of the Firm's 430,000 accounts, 18,771 hold Florida municipal credits. 14 Janney Montgomery Scott LLC 575 Lexington Avenue New York, NY 10022 (212) 906-1950 Institutional Sales Capabilities With Janney's institutional professionals located across the country in Atlanta, Baltimore, Boston, Chicago, Dallas, Irvine, Ponte Vedra Beach, New York City, Philadelphia, Pittsburgh, Providence and San Francisco. Janney has a strong institutional distribution presence and the Firm's institutional sales, trading and underwriting team consists of: • 52 taxable institutional salespeople • 18 municipal institutional salespeople • 4 underwriters and syndicate professionals • 3 dealer sales professionals • 9 taxable institutional traders • 8 research and credit analysts Like all firms, Janney calls on the largest and most active institutional investors. More important, however, is the Firm's focus on regional investment funds, banks, middle -market trust funds and institutional buyers. We believe our approach can make the difference between a reasonably successful and a highly cost- effective bond sale(s) for the City. We have the ability to target the following: 1) Institutional investors that have previously purchased Florida bonds 2) Institutional investors that purchase similar nationally -issued bonds, and 3) Tier II and III accounts which are often overlooked but can be, and often are, large buyers of tax-exempt bonds. Janney's institutional sales force maintains strong, long-standing relationships with over 900 institutional investors and would target the accounts shown below. Eea m A steams Bea wolframs Open an (George D.)aAssaiates CaptaReseauaelgnt Coracle AImagempnt Danis Suggs euesarant egml Dearer aweataent Dorado VOW Mget Ores M r RCllGrooa[mesas DunCav+luesl Captialgmt Emeryrg Gm10tn Aousos. ranee's Cacts alga; ',amain Tsmpenn Mott* isa Wl5y Capta MY}nt ICM ease alannenen in/taco FunlaWmer $Jan J eaJ1 CapFla Corp Jakad Vo)tes NkrK1as.Appttgate capes Mgn. Pao ARo Modes PgNOere In reetmmlCO creel R5'Ares Dammamgaeon Raise ta:enew Alpena rake, M al, James aAsso1axs 5VKo Capos n a*Aar Captly wawa Paciec CaTAta SOLdrq JmraeOn T NstC amp my dewlap Unhaa Capital Wit Sancta As mimes Weis C adlei Wets rargp Aat AOvisaarWeegaren M,gmt calm Copts JPAlaganFlemhgICas! MG Mt ,/ (J an) rarest rren t PhnatltµsoCaes PRccet Minnema t aecon, S eroy, Alonirrq/ d Want woe rrinqs vitalMgmt MancetreJrane el (ACV FUMs CoUnDiaPanne m ktlebOanEx¢ress WAWA trun Cave Wet aids[ AfWrCapuilatgnt Munn Farm*muUt ArisanPermo Ant RN? Measo.Capta clone Cia5sr%Andltage 5aintPaaalsuera CCeansCapiaiMgmt Dtascne Aran?! Wing Captel Mpn. Pan AmeritanLife FtstAmerican CaaquWma traee:mert Pretective LLY Fitsterinvesmtent SWTnts1Atotra5e Ri1rmmn4 CaptalMgat Waage Asset Mont VE9!Wm c Limon Life MOMS Assaiatesirq. Val mew Amettan Marra Avestmentatoce Wage Asset Mont Ker a*/ Cep1Naigmt Whstee Copse Mr% McCow7inet5r(e YOR; Mtiatl WW1 !C0 MAO)/MUsMUUa Catente Copts Agent Wetllresmen elgrt Fiddly Mgmt FroterCapts Mont MPS NewYo Chicago Philadelphia Pont*Yedra PicneeitgMgmt. Corp Puimw, Atpnt- Sw07er horden lrNKOMmtlrr Suitt %met Raman" VUiSµselalpnt WeanffimMgmi Atlan Aae nC a C ap1 t Alg rR. Ndsey Penran µe^MOJg/tm Mrtt Labs Landaus& Cayman yen Wen (5ar enrd C.) d Co. Eclat Alootain tsiownSmthas CnttAins wan ce Cif Dint mreSinati Cscmdss CGcte Cramer, Rosanna a McGFym CtCwaterµ Let oaten, Greiner, PI& ON Mal& DWnme Sam Asset Alpit. Credo algae, me PietNen YOet decades ad Aim Mom CowlOnward] G50man SKnsAmtMgat aoesel Fwas Manion Capta MWapnmelt Jennison Assodales JP Mown KeinCap uiMgrat. Lows fMurarce Lao, Adana Co dNcKay-Mimeinanda Atacsuadeeant Meade 16:141a iC D eaaae Imes atonal starry/ Netaegera Berman NY CA* Oppmeimer Capital Gppemdme rants, ant. P*iladeCapalitova PFuca die I RotscriaO Mackie rte Royce a Ass0dats 5 anso5Capls SESµsetatglt. donor alreirtan. Trree Stag es 04061 U.S. TmetCompart/ Weis, Petka Greer Vkaq aa0a 12a l 'dim. .....».—.,... ADar0e,nµset M9mt etact ROCS CarMASSNMgnt anemia tncesanen Palle* D evict, InrtAme Ke Emma MAWS FSISSAUXSI*4i Inc. Game teed µse Alpe Gstmtrt4COs alYt dm arts G.d..Cepla Ow mace Tnet Com(an/ Creenr ie Capital MietiMI In karat Kar074IMennertS_ loganCude aaNin&Patter MelOn5ant New JeneyDV dmaenad Pam Captau5pTet Pam MMoallrfva%e Pdgram, Mau &µsoc. as IneCetCapta 5t51 entaaart ,54 T. Rowe Price ID Back Tow lealianera PsYeta VON ualO Secondary Market Capabilities Secondary activity is also an integral part of our business and another avenue for Janney's municipal sales professionals to maintain daily contact with all national institutional investors. Janney's recent expansion of its municipal desk has, among other things, increased our daily secondary trading volume by over 300% since 2008. Since 2009, Janney has executed 794 secondary market trades for the City's bonds totaling $53,050,000 in value. 15 Janney Montgomery Scott LLC 575 Lexington Avenue New York, NY 10022 (212) 906-1950 Summary and Relevant Case Studies As a co -manager, Janney has consistently generated strong "going away" orders and received designations that exceed our liability on numerous past transactions and we are confident we will achieve similar results as part of the City's underwriting team. The transactions highlighted below and on the following page demonstrate the Firm's distribution capabilities and ability to add significant value to transactions as both a co -senior and co -manager. The City of Philadelphia $191,585,000 General Obligation Bonds, Series 2015B Firm Role: Co — Senior Manager Janney served as co -senior manager with 15% liability on the City of Philadelphia's $191.585 million General Obligation Bonds, Series 2015B. The fixed rate, tax-exempt bond issue received underlying ratings of A2/A+/A- by Moody's, Standard & Poor's and Fitch, respectively. This issue priced on September 16, 2015 which was timed in order to avoid the uncertainty with regards to the FOMC meeting and a possible rate hike the next day. Citi Private Wealth asked Janney for language to be added to allow them to enter an order in which Citibank dealer would not share in the economic benefit of that order (as is mandated by Citi Private Wealth's internal policy). Once the change was made, that allowed Citibank Private to enter their order during the professional retail order period through Janney. Janney received a $45 million bond order from Citibank Private Wealth during the professional retail order period, exceeding the Firm's liability by almost 100%. Janney received $18.375 million in allotments. Citi Private Wealth rewarded Janney's efforts with a 50% designation on their allotment. With modest activity in the longer maturities, once the bonds freed to trade, Janney made a market in the long end providing buy side clients with liquidity. Janney placed orders for the entire maturities in 2017 ($6.150MM), 2018 ($6.235MM), 2027 ($9.920MM) and 2028 ($10.430MM). The Firm also placed orders of $4.600MM (66% of the maturity) in 2020, $2.750MM (31% of the maturity) in 2025 and $5.950MM (63% of the maturity) in 2026. In total, Janney placed 10 orders totaling $55.565 million. State of Connecticut $250,000,000 — State Revolving Fund General Revenue Bonds, 2015 Series A Firm Role: Co -Senior Manager On April 22, 2015 (Earth Day), Janney co -senior managed $250,000,000 in tax-exempt State Revolving Fund General Revenue Bonds for the State of Connecticut. The State began planning its first "Green Bond" issue months in advance, with Earth Day as the targeted pricing date. The POS was posted two weeks in advance of pricing to allow a long marketing period due to the new designation. Janney held internal calls with its sales force to discuss the Green Bond designation and potential marketing strategies. In addition to higher premium bonds favored by institutional investors, both low -premium and discount bonds were offered along the yield curve to appeal to every investor type. Janney placed 13 orders totaling $1.995 million for the issue — all from retail investors despite near record low interest rates. Additionally, the Firm's institutional designations ranked 4th of 17 managers on the transaction. State of Illinois $1,300,000,000 — General Obligation Bonds, Series of June 2013 Firm Role: Co -Manager On the State of Illinois' June 2013 transaction, Janney was a 3% co -manager, with $39 million of liability. The State typically employs group net sales rules. Despite meeting its designation proportion, Janney placed orders for $59.5 million of bonds, well in excess of its liability. The Firm's orders included $4 million of retail. 16 Janney Montgomery Scott LLC 575 Lexington Avenue New York, NY 10022 (212) 906-1950 7. Understanding of City a) Describe the Proposer's understanding of the City's financial situation, including ideas on how the City should approach its current financing issues, such as bond structures, credit rating strategies and investor marketing strategies (limit to two pages); and Several perspectives can impact a viewpoint of an issuer's financial situation or credit. In developing our understanding of the City's financial position as well as generally of its credit, we started with the thesis that as a potential underwriter, it is our job to best crystallize our opinion from the vantage point of obtaining the optimal price and distribution of the City's bonds in the marketplace. We have thoroughly reviewed the City's CAFR and related credit and summarize below positive aspects related to the financial position of the City: A remarkable "turnaround" from a series of deficits to four years of surpluses, a significant General Fund balance and operating reserves (2014 reserves of $112 million, 24% better than budgeted) Increase in liquidity with over $130 million in cash and investments as of FY 2014 Stable mix of revenues to provide a `cushion' in the event of an economic downturn - Exceeding budget projections in terms of revenues Effective expense control through effective cost -management systems Effective and strong management Certain challenges remain in terms of pension liabilities (27% of 2014 operating revenues) and low income levels of many City residents. In many respects, the impact of effective bond structures, rating strategies and investor marketing strategies can be somewhat interrelated. In our opinion, the City has a `story' to convey to the marketplace that can be enhanced and potentially maximized in conjunction with its upcoming bond issuances. We list several steps that the City can take in order to educate the rating agencies, as well as existing and potential investors. • Continue to update rating agencies regularly. We underscore the importance of consistent dialogue with rating agencies. • Periodic investor calls. Periodic calls will provide a formal way of reaching out the City's investor base in order to communicate any updates with regards to City's financial situation. • Broadened investor outreach. In addition to targeting national buyers of Florida tax-exempt paper the City should also pay special attention to the Tier II and III accounts which are often overlooked but can be and often are, large buyers of tax-exempt bonds. Janney has the proven ability to bring Tier II and III accounts to the `table'. • Advertising. Janney recommends that the City choose from a menu of potentially effective media such as radio, print, and the web, focused on appropriate media outlets. The choice of (and extent of) advertising method(s) should be made by the City in consultation with its financial advisor and senior manager. b) Describe the Proposer's understanding of the City's local political, economic, legal and other issues that may affect the proposed financing (limit to two (2) pages). Of the factors stated above, the only one we can tangibly evaluate that could potentially affect the proposed financing is the current economic situation. We view the current economic climate as both positive and challenging. On one hand, the economy of downtown Miami is booming — record property values that have rebounded well past depressed levels of the Great Depression; a large number of construction starts for 17 Janney Montgomery Scott LLC 575 Lexington Avenue New York, NY 10022 (212) 906-1950 residential, mixed -use and commercial properties; high population growth and new levels of tax revenues are all positives. On the other hand (and as mentioned in our response to Question 7 b), the City's overall credit profile is weakened somewhat by the low income of many of its residents. According to a Moody's Investor Service report dated May 14, 2015, the "...median family income (MFI) [of the City] was 53.5% of the US rate in 2012 and lags cities with similar full value and population...The poverty level (27.3%) was nearly twice that of the state and national rate (13.8%) from 2006 to 2010..." In no way should the economic situation should not be viewed as the complete `story' but it is a factor that should be addressed early on in advance of the proposed financing with rating agencies as well as potential investors. 8. Description of the approach to providing services requested in the solicitation Provide a synopsis the Proposer's process and procedures, the standards it adheres to, and its general philosophy to the underwriting process. Describe how the Proposer views the roles of the other parties, such as the client, in the process. Janney has strict internal policies and procedures that it has put into place to ensure that as an underwriter, the Firm, is in compliance with all the regulations. The Firm works together with the issuer and the financial advisor to make sure all parties are aware and signed off on all steps throughout the underwriting process. Internally, Janney maintains transparency and coordination between banking and underwriting. This flexibility allows both groups to focus on the clients financing and needs and the discussion between the bankers and the underwriting desk allows the desk to be more comfortable to ask questions the investors may have. Janney has established a tiered transaction approval system to ensure transparency. The first level of Firm oversight is commitment committee, where the transaction is pre -approved by senior members of Fixed Income and the Firm, including Head of Fixed Income and Janney's Chief Financial Officer ("CFO"). Upon approval in committee, Janney has approved a liability up to the full amount of the deal. In the course of an underwriting, "routine" issues ($10 million to $25 million) do not require additional approvals; underwriters. can make the decision to commit capital on the spot. A larger liability requires the approval of the Head of Fixed Income, who oversees the trading desk on the floor in Philadelphia. The Head of Fixed Income does not need additional approval unless the liability amount exceeds the total Firm capital allocated to fixed income, in which case the Head of Fixed Income consults with the CFO for approval. Janney understands the need for a quick decision during an underwriting, and no additional approvals are required beyond the level of the CFO. 9. Trade Secrets Execution to Public Records Disclosure All Proposals submitted to the City are subject to public disclosure pursuant to Chapter 119, Florida Statutes. An exception may be made for "trade secrets." If the Proposal contains information that constitutes a "trade secret", all material that qualifies for exemption from Chapter 119 must be submitted in a separate envelope, clearly identified as "TRADE SECRETS EXCEPTION," with the Proposer's name and the RFQ number marked on the outside. Please be aware that the designation of an item as a trade secret by you may be challenged in court by any person. 18 Janney Montgomery Scott LLC 575 Lexington Avenue New York, NY 10022 (212) 906-1950 By your designation of material in your Proposal as a "trade secret" you agree to indemnify and hold harmless the City for any award to a plaintiff for damages, costs or attorney's fees and for costs and attorney's fees incurred by the City by reason of any legal action challenging your claim. Janney's response to the City of Miami's Request for Qualification for Municipal Bond Underwriting Services does not include any information that constitutes a "trade secret". 19 Janney Montgomery Scott LLC 575 Lexington Avenue New York, NY 10022 (212) 906-1950 SEC Municipal Advisor Disclosure Exhibit 1: SEC Municipal Advisor Disclosure Janney Montgomery Scott LLC has sent you this information based on your request. All information included herein is not intended to be advice under the Securities Exchange Commission's Municipal Advisor Rule, and should therefore not be construed as such. The information provided is for discussion purposes only in anticipation of being engaged to serve as underwriter. In accordance with financial regulations and requirements, including, but not limited to, the Securities Exchange Commission's Municipal Advisor Rule, it is important that you understand that Janney seeks to serve as an underwriter on a future transaction. Janney is not nor does Janney intend to act as your municipal advisor, swap advisor, financial advisor or in any other fiduciary or advisory capacity. Janney does not guarantee the accuracy or completeness of any such information, and therefore Janney assumes no liability for any loss resulting from reliance thereon. Any terms, prices, and structure in this material are subject to changing market conditions, are indicative only, and do not constitute an offer or commitment. All final prices are subject to market conditions at deal time and agreement on deal terms. Historical data, past trends, and past performance do not reflect or guarantee future trends or performance. Member: NYSE, FINRA, S[PC FORM G-37 Name of dealer: Report period: JANNEY MONTGOMERY SCOTT LLC July 1, 2015 through September 30, 2015 I. CONTRIBUTIONS made to issuer officials (list by state) State NONE Complete name, title (including any city/county/state or other political subdivision) of issuer official TmsgB, Contributions by each contributor category (1.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals and non-MFP executive officers). For each contribution, list contribution amount and contributor category (For example, $500 contribution by non-MFP executive officer) If any contribution is the subject of an automatic exemption pursuant to Rule G-37(j), list amount of contribution and date of such automatic exemption. IL PAYMENTS made to political parties of states or political subdivisions (list by state) State Complete name (including any city/county/state or other political subdivision) of political party Payments by each contributor category (i.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals and non-MFP executive officers). For each payment, list payment amount and contributor category (For example, $500 payment by non-MFP executive officer) NONE III. CONTRIBUTIONS made to bond ballot campaigns (list by state) A. Contributions State Official name of bond ballot campaign and Contributions by each contributor category (i.e., jurisdiction (including city/county/state or other dealer, dealer controlled PAC, municipal finance political subdivision) for which municipal professional controlled PAC, municipal finance securities would be issued professionals and non-MFP executive officers). For each contribution, list contribution amount and contributor category (For example, $500 contribution by non-MFP executive officer) NONE B. Reimbursement for Contributions List below any payments or reimbursements, related to any disclosed bond ballot contribution, received by each broker, dealer or municipal securities dealer, municipal finance professional or non-MFP executive officer from any third party, including the amount paid and the name of the third party making such payments or reimbursements, NONE IV. ISSUERS with which dealer have engaged hi municipal securities business (list by state) A. Municipal Securities Business State CT DE MA NJ NJ NJ NJ NJ Complete name of issuer and city/county Connecticut Housing Finance Authority Housing Mortgage Finance Program Bonds Series C consisting of: -Subseries C-1 -Subseries C-2 Revenue Bonds State of Connecticut The Wilmington Parldng Authority Series of 2015 Guaranteed Parking Revenue Bonds New Castle County Massachusetts Housing Finance Agency Housing Bonds 2015 Series E (Non-AMT) Revenue Bonds State of Massachusetts Borough of Caldwell General Improvement Refunding Bonds Sewer Utility Refunding Bonds General Obligation Refunding Bonds Essex County The Gloucester County Improvement Authority Rowan University Business and Engineering School Project Series 2015C Revenue Bonds Gloucester County Hudson County Improvement Authority Hudson County Plaza Completion Refunding Project Series 2015 County Secured Lease Revenue Refunding Bonds Hudson County New Jersey Economic Development Authority School Facilities Construction Bonds -2015 Series WW School Facilities Construction Refunding Bonds -2015 Series XX -2015 Series YY (Federally Taxable) -2015 Series ZZ (Federally Taxable) Revenue Bonds State, of New Jersey North Jersey District Water Supply Commission Wanaque North Project Series 2015A Series 2015B Revenue Bonds Essex, Bergen, Hudson & Passaic Counties Type of municipal securities business (negotiated underwriting, agency offering, financial advisor, or remarketing agent) Negotiated Underwriting Negotiated Underwriting Negotiated Underwriting Negotiated Underwriting Negotiated Underwriting Negotiated Underwriting Negotiated Underwriting Negotiated Underwriting State Complete name of issuer and city/county NJ NY NY NY NY NY NY North Jersey District Water Supply Commission Wanaque South Project Series 20I5A (Tax -Exempt) Series 2015B(Taxable) Revenue Bonds Essex, Bergen, Hudson & Passaic Counties Metropolitan Transportation Authority Series 2015C -Subseries 2015C-1 (Fixed Rate) -Subseries 2015C-2 (Mandatory Tender Bonds) Transpiration Revenue Refunding Bonds City of New York Metropolitan Transportation Authority Series 2015D -Subseries 2015D-1 (Fixed Rate) -Subseries 2015D-2 (Mandatory Tender Bonds) Transpiration Revenue Refunding Bonds City of New York The City of New York Fiscal 2016 Series A and B General Obligation Bonds City of New York New York City Housing Development Corporation Multi -Family Housing Revenue Bonds Sustainable Neighborhood Bonds 2015 Series D-2 (Fixed Rate) Multi -Family Housing Revenue Bonds City of New York New York Convention Center Development Corporation Hotel Unit Fee Secured Series 2015 Revenue Refunding Bonds City of New York New York State Environmental Facilities Corporation New York City Municipal Water Finance Authority Projects -Second Resolution Bonds Series 2015 A Subordinated SRF Bonds State Clean Water and Drinking Water Revolving Funds Revenue Bonds State of New York NY Environmental Facilities Corporation 2010 Master Financing Program — Green Bonds Series 2015 B (Tax -Exempt) Series 2015 C (Federally Taxable) State Revolving Funds Revenue Bonds State of New York Type of municipal securities business (negotiated underwriting, agencyoffering, financial advisor, or remarketing agent) Negotiated Underwriting Negotiated Underwriting Negotiated Underwriting Negotiated Underwriting Negotiated Underwriting Negotiated Underwriting Negotiated Underwriting Negotiated Underwriting State PA PA PA PA PA PA PA PA PA Complete name of issuer and city/county Laurel Highlands School District Series C of 2015 General Obligation Bonds Fayette County McKeesport Area School District Series of 2015 General Obligation Notes Allegheny County Philadelphia Authority For Industrial Development First Series of 2015 First Series of 2016 Temple University Revenue Bonds Philadelphia County The City of Philadelphia Series 2015B General Obligation Bonds Philadelphia County Punxsutawney Area School District Series of 2015 General Obligation Bonds Jefferson and Indiana Counties Saint Clair Area School District Series of 2015 General Obligation Notes Schuyllcill County State Public School Building Authority, Community College of Philadelphia Project Series of 2015 College Revenue Bonds State of Pennsylvania West Mifflin Area School District Series of 2015 General Obligation Bonds Allegheny County Borough of Wllkinsburg Series of 2015 General Obligation Bonds Allegheny County RI City of Cranston, Rhode Island Community College of Allegheny County Project Series of 2015 College Revenue Bonds Providence County RI State of Rhode Island and Providence Plantations Refunding Series A Consolidated Capital Development Loan of 2015 General Obligation Bonds State of Rhode Island Type of municipal securities business (negotiated underwriting, agency offering, financial advisor, or remarketing agent) Negotiated Underwriting Negotiated Underwriting Negotiated Underwriting Negotiated Underwriting Negotiated Underwriting Negotiated Underwriting Negotiated Underwriting Negotiated Underwriting Negotiated Underwriting Negotiated Underwriting Negotiated Underwriting State. RI Complete name of issuer and city/county Rhode Island Health and Educational Building Corporation Providence College Issue Series 2015 Higher Education Facility Revenue Bonds State of Rhode Island RI Rhode Island Housing and Mortgage Finance Corporation Homeownership Opportunity Bonds Series 66-Al (Non-AMT) Series 66-A2 (Non-AMT) Series 66-C1 (AMT) Series 66-C2 (AMT) Revenue Bonds State of Rhode Island B. Ballot -Approved Offerings Type of municipal securities business (negotiated underwriting, agency offering, financial advisor, or remarketing agent) Negotiated Underwriting Negotiated Underwriting Full issuer name and full issue description of any primary offering resulting from the bond ballot campaign to which each contributor category (1, e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals and non-MFP executive officers) has made a contribution and the reportable date of selection on which the broker, dealer or municipal securities dealer was selected to engage in such municipal securities business. Full Issuer Name Full Issue Description NONE Signature: (must be officer f e Name: Christina Anne Nagy f� Address: Janney Montgomery Scott LLC 1717 Arch Street , Philadelphia, PA 19103 Phone: (215) 665-6573 Reportable Date of Selection Date: /e,26 Exhibit 3 Janney's Red Book Listings DEALERS & UNDERWRITERS PENNSYLVANIA Philadelphia JANNEY MONTGOMERY SCOTT LLC Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member: SIFMA FINRA 1717 Arch St. Philadelphia, PA 19103 Tel: 215-665-6000 Tel: 800-526-6397 Fax: 215-557-8648 www.janney.com DTC: 0374 NSCC: 0374 Alpha: JANY Tax ID: 23-0731260 Experience: Underwriter FIXED INCOME CAPITAL MARKETS Steve Genyk, Mng Dir, 215-665-6240 Fax:215-557-8648 sgenyk@janney.com Melissa Pressley, 215-665-6587 www.Janneymm • 02013 Janney Montgomery Scott LLC • Member: NYSE, fNRA,SIPC mpressley@janney.com PUBLIC FINANCE Tel: 215-665-4528 Fax: 215-587-9943 Thomas Henson, Mng Dir & Mgr, 215-665-1525 thenson@janney.com John 8. Kelly, Mng Dir, 215-665-6382 Jkelly@Janney.com Kirwan Elliott, Dir, 215-665-4565 kelllott@janney.com Roscoe Murphy, Analyst, 215-665-6038 rmurphy@janney.com Mary Kathryn Poole, Analyst, 215-665-4435 mpoole@Janney.com Brigid Lau, Admin Asst, 215-665-4528 blau@janney.com Mary Lou Walsh, Admin Asst, 215-665-6019 mwalsh@Janney.com Pittsburgh Public Finance One PPG Place, 22nd FI. Pittsburgh, PA 15222 Tel: 412.562.8013 Fax: 412-562-8007 Listing continued 194 The Bond Buyer's Municipal Marketplace@ Spring 2014 www.munimarketplace.com JANNEY MONTGOMERY SCOTT LLC cont. Bob Aumer, Mng Dir, 412-562-8006 baumer@Janney.com Michael McCaig, Mng Dir, 412-562-8012 mmccalg@Janney.com Alisha Phillips, Mng Dir, 412-562-8067 aphIllIps@Janney.com Tim Frenz, Dir, 412-562.8233 tfrenz@Janney.com Kathy Hanna, Assoc, 412-562-8013 khanna@Janney.com Boston Public Finance 60 State St., 35th FI. Boston, MA 02109 Tel: 617-557-2974 Fax: 617-367-1153 Kimberly Welsh, Mng Dir, 617-557-2973 kwelsh@Janney.com Sharon Flynn, Analyst, 617-557-2974 sflynn@Janney.com New York Public Finance 575 Lexington Ave. New York, NY 10022 Tel: 212-888-2529 Fax: 212-759-6215 Vivian Altman, Mng DIr, 646-840-3202 908-470-3178 valtman@Janney.com Joseph Bosch, Mng Dir, 212-888-2527 Jbosoh@Janney.com Daniel Froehlich, VP, 212-888-2528 dfroehlIch@Janney.com Elizabeth Charriez, Admin Asst, 212-888-2529 echardez@Janney.com Sean Fisher, Assoc, 212-888-2389 sfisher@Janney.com New Jersey Public Finance 1580 Route 206 North Bedminster, NJ 07921 Vivian Altman, Mng Dir, 908-470-3178 Fax: 908-781-9690 valtman©Janney.com Rhode Island Public Finance One Turks Head Place Ste. 700 Providence, RI 02903 Kimberly Welsh, Mng Dir, 401-831-8207 Fax: 401-455-0348 kwelsh@Janney.com MUNICIPAL FIXED INCOME Dale Foard, Mng DIY & Mgr, 215-665-4521 Fax: 215-557-8648 dfoard@Janney.com MUNICIPAL UNDERWRITING Matt Davis, Mng Dir, 215-665-6521 mdavis®Janney.com Linda Armstrong, Dir, 215-665-6521 larmstrong@Janney.com Lauren Carter, DIr, 215-665-6521 loarter@Janney.com MUNICIPAL TRADING Tom Bajus, Mng Dir, 215-665-6370 tbajus@janney.com Jenny Stark, Trader, PA, WV, OH, 215-665-6370 jstark@Janney.com Walter Webb, Trader, NJ, DE, VA, DC, MD, SC, NC, GA, FL, 215-665-6370 wwebb2@Janney.com Heather Stevens, DIr, Trader, 215-665-6370 hstevens@janney.com David Quarello, Dir, Trader, NY, PR, VI, GU, 215-665-6370 dguarello@Janney.com Roddy McGibbon, Muni Mktg Specialist, 215.665-6370 rmcgIbbon@Janney.com PatGrlmail, Sr Muni Mktg Specialist, 215-665-6370 pgrImall@Janney.com Tim Walker, Assoc, Muni Mktg, 215-665-6370 twalker@Janney.com David Grimmig, Muni Trader, 215-665-6555 dgrimmlg@Janney.com Brendan Shanahan, Muni Trader, 646-840-4614 bshanahan@janney.com MUNICIPAL INSTITUTIONAL SALES Mark Grimmig, Mng Dir & Mgr, 646-840-3204 mgrImmIg@Janney.com Mark Marion, Mng Dir, 215-665-4555 mmarion@Janney.com Mark Nelson, DIr, 215-666-4553 mnelson@Janney.com Alan Latoff, Dir, 215-665-4437 alatoff@Janney,com Joe Kotarra, Dir, 215-665-4437 jkotarra@Janney.com J. Wingerter, Dir, 215-665-6216 Jwingerter @ Janney.com Steve Kennedy, VP, 215-665-1433 skennedy@Janney.com Kyle Kucharski, Sales Asst, 215-665-6380 kkucharskI@Janney.com Mike Festa, Mng Dir, 617-367-3271 mfesta@janney.com Dan Lang, Assoc, 617-367-3272 dlang@janney,com Amy Festa, Sales Asst, 617-367-3293 afesta@Janney.com Donna Swierski, DIr, 312-283-8062 dawlerskI@Janney.com Matthew Llndemulder, VP, 312-705-4207 DEALERS & UNDERWRITERS PENNSYLVANIA Philadelphia mllndemulder@Janney.00m Paul Azzaro, Dir, 904-280-4918 pazzaro@Janney.com MUNICIPAL NOTES Carolyn Kestner, Assoc, 215.665.4557 ckestner@Janney.com MUNICIPAL FIXED INCOME MARKETING Tom Bajus, Mng Dir, 215-665-6370 tbajus@Janney.com Pat Grimail, Sr Muni Mktg Specialist, 215-665-6370 pgrImall@Janney.com Heather Stevens, Dir, Trader, 215-665-6370 hstevens@Janney,com Roddy McGibbon, Dir, Muni Mktg Specialist, 215-665-6370 rmcgIbbon @J anney,com Tim Walker, Assoc, Muni Mktg, 215-665-6370 twaiker@Janney.com TAXABLE RESEARCH & STRATEGY Guy LeBas, Mng Dir & Mgr, 215.665.6034 glebas@Janney.com Jody Lurie, Credit Analyst, 215-665-6191 Jlurle@Janney.com Jill Kalani, Assoc, 215-665-1142 Jkalanl@lanney,com Caesar Silvestro, HY/Distressed Analyst, 646-840-3212 cavestro@janney.com Meredith Contente, Credit Research, 646-840-3205 mcontente@lanney.com MUNICIPAL RESEARCH & STRATEGY Alan Sehankel, Mng Dir, 215-665-6088 aschankel @Janney.com Tom Kozlik, Dir, Muni Credit Analyst, 215-665-4422 tkozlik@Janney,com BRANCH OFFICES: CA: San Francisco CT: Darien, Fairfield, Glastonbury, Hartford, New Haven, New London, West Hartford DE: Greenville DC: Washington FL: Boca Raton, Ft. Lauderdale, Palm Beach Gardens, Ponte Vedra Beach, Sarasota, Stuart GA: Atlanta IL: Chicago MD: Baltimore, Bel Air, Fredrick, Towson, Westminster Listing continued The Bond Buyer's Municipal Marketplace® Spring 2014 www.munimarketplace,com 195 DEALERS & UNDERWRITERS PENNSYLVANIA Philadelphia JANNEY MONTGOMERY scorr LLC Cont. MA: Boston, Danvers, Falmouth, Norwell, Osterville NJ: Bedminster, Cherry Hill, Edison, Hackensack, Haddonfield, Linwood, Marlton, Mt. Laurel, Red Bank, Toms River, Upper Saddle River NY: Albany, Brooklyn, East Hampton, Garden City, Hauppauge, Johnston, Lake Placid, Melville, Midtown, New York/Whitehall, Purchase, Saratoga Springs, Skaneateles, Syracuse, Williamsville NC: Charlotte, Hendersonville, Raleigh OH: Chillicothe, Cleveland, Elyria, Mansfield, Marietta PA: Allentown, Beaver, Berwyn, Bethlehem, Blue Bell, Bryn Mawr, Canonsburg, Clarion, Doylestown, DuBois, Hazleton, Kingston, Lancaster, Lemoyne, Ligonier, McMurray, Meadville, Media, New Castle, New Hope, Newtown/Yardley, Oil City, Philadelphia, Pittsburgh, Pottstown, Radnor, Reading, Scranton, Sewickley, Sunbury, Uniontown, Valley Forge, West Chester, Wexford, Williamsport, Wyncote, Yardley, York RI: Providence SC: Aiken, Columbia, Hilton Head, Spartanburg VA: Richmond WV: Charleston LOOP CAPITAL MARKETS, LLC Member: SIFMA FINRA SIPC Two Penn Center 1500 John F. Kennedy Blvd. Ste. 200 Philadelphia, PA 19102 Tel: 215-854-6404 Fax:215.854.6382 www.loopcapital,com DTC: 0443 NSCC: 0443 Alpha: LOOP Tax ID: 36-4164012 Clear Thru: Pershing MUNICIPAL BOND DIVISION James Reynolds, Jr., CFA, Chair & CEO, 312-913-4901 Fax: 312-922-7137 Ii m. reynolds @ loopcapital.com Albert Grace, Jr„ Pres, 312-913-4905 Fax: 312-922-7137 albert.graco@loopoapltal.com Wanda White, Exec Asst, 312-913-4921 Fax: 312-922-7137 wanda.whlte@loopoapItal.com INVESTMENT BANKING James Reynolds, Jr., CFA, Chair & CEO, 312-913-4901 Fax: 312-922-7137 Ilm.reynolds@loopoapltal.com Deborah Knox, SVP, 312-913-5692 Fax: 312-913-4927 deborah.knox@loopoapItal.com Frank Oh, Mng Dir, 212-701-8723 Fax: 212-619-4274 frank.oh@loopoapItal.com Joyce Davis, Admin Asst, 312-913-2264 Fax: 312-913.4927 Joyce.davls@loopcapital.com Rashela Johnson, VP, 215-854-6404 Fax: 215-854-6382 rasheladohnson@loompltal.com BRANCH OFFICES: CA: Los Angeles, Oakland, San Francisco CO: Denver CT: Hartford DC: Washington FL: Orlando, Tampa, West Palm Beach IN: Indianapolis LA: New Orleans MD: Baltimore MI: Detroit NJ: Newark NY: New York OH: Cleveland PA: Philadelphia TX: Dallas, Houston, San Antonio OPPENHEIMER & CO. INC. Issue Specialization: Education, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member: SIFMA FINRA SIPC 1818 Market St. Ste. 2430 Philadelphia, PA 19103 Tel: 215-656-2893 Fax: 215-656-2896 www.opco.com DTC: 0571 NSCC: 0571 Alpha: OPCO Tax ID: 13-5657518 Experience: Underwriter INSTITUTIONAL SALES Cynthia Henry, Inst Sales Mgr & Mng Dir, 215-340-6635 Fax: 215-230-3427 cynthla.pInto@opoo.com MUNICIPAL NOTE PUBLIC FINANCE Al Fleitas, SVP & Mng Dir, 215-656-2894 Fax: 215-656-2896 al.fleltas@opco.com Darren Smith, Sr Dir, 215.656-2893 Fax: 215-656-2896 darren.smith @opco.com OPERATIONS Mary Starkey, 215-656-2892 marystarkey@opco.com PIPER JAFFRAY & CO, Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member: SIFMA FINRA SIPC 100 N. 18th St. Two Logan Square Ste. 1820 Philadelphia, PA 19103 www.piperjaffray,com DTC: 0311 NSCC: 0311 Alpha: PIPR Tax ID: 41-0953246 Experience: Underwriter Main Office: Minneapolis, MN Listing continued 196 The Bond Buyer's Municipal Marketplace® Spring 2014 www.munimarketplace,com DEALERS & UNDERWRITERS PENNSYLVANIA Philadelphia JANNEY MONTGOMERY SCOTT LI C Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member: SIFMA FINRA 1717 Arch St. Philadelphia, PA 19103 Tel: 215-665-6000 Tel: 800-526-6397 Fax: 215-557-8648 www.janney.com DTC: 0374 NSCC: 0374 Alpha: JANY Tax ID: 23-0731260 Experience: Underwriter FIXED INCOME CAPITAL MARKETS Steve Genyk, Mng Dir, 215-665-6240 Fax: 215-557-8648 sgenyk@janney.com Melissa Pressley, 215-665-6587 wwdanneymm • 02013 Janney Montgomery Stitt LLC • Member: NYSE, FROM, SIPC mp ressl ey@j an ney, com PUBLIC FINANCE Tel: 215-665-4528 Fax: 215-587-9943 Thomas Henson, Mng Dlr & Mgr, 215-665-1525 thenson@janney.com John B. Kelly, Mng Dir, 215-665-6382 jkelly@janney.com Kirwan Elliott, Dir, 215-665-4565 kelllott@janney.com Roscoe Murphy, Analyst, 215-665-6038 rmurphy@janney.com Mary Kathryn Poole, Analyst, 215-665-4435 mpoole@janney.com Brigid Lau, Admin Asst, 215-665-4528 btau@Janney.com Mary Lou Walsh, Admin Asst, 215-665-6019 mwalsh@janney.com Pittsburgh Public Finance One PPG Place, 22nd Fl. Pittsburgh, PA'15222 Tel: 412-562-8013 Fax: 412-562-8007 Listing continued 186 The Bond Buyer's Municipal Marketplace@ Fall 2014 www.munimarketplace.com JANNEY MONTGOMERY SCOTT LLC cont. Bob Aumer, Mng Dir, 412-562-8006 baumer@Janney.com Michael McCaig, Mng Dir, 412-562-8012 mmccalg@janney.com Alisha Phillips, Mng Dir, 412-562-8067 aphIllIps@janney.com Tim Franz, Dir, 412-562-8233 tfrenz@janney.com Kathy Hanna, Assoc, 412-562-8013 khanna@janney.com Boston Public Finance 60 State St., 35th FI. Boston, MA 02109 Tel: 617-557-2974 Fax: 617-367-1153 Kimberly Welsh, Mng Dir, 617-557-2973 kwelsh@janney.com Sharon Flynn, Analyst, 617-557-2974 sflynn@janney.com New York Public Finance 675 Lexington Ave. New York, NY 10022 Tel: 212-888-2529 Fax: 212-759-6215 Vivian Altman, Mng Dir, 646-840-3202 908-470-3178 vaitman@janney.com Joseph Bosch, Mng Dir, 212-888-2527 jbosch@janney.com Daniel Froehlich, VP, 212-888-2528 dfroehlich@janney.com Sean Fisher, Assoc, 212-888-2389 sflsher@janney.com Elizabeth Charriez, Admin Asst, 212-888-2529 echardez@janney.com New Jersey Public Finance 1580 Route 206 North Bedminster, NJ 07921 Vivian Altman, Mng Dir, 908-470-3178 Fax: 908-781-9690 valtman@janney.com Rhode Island Public Finance One Turks Head Place Ste. 700 Providence, RI 02903 Kimberly Welsh, Mng Dir, 401-831-8207 Fax: 401-455-0348 kwelsh@janney.com MUNICIPAL FIXED INCOME Thomas Bajus, Head of Muni Fixed Income, 215-665-6370 tbaJus@janney.com MUNICIPAL UNDERWRITING Matt Davis, Mng Dir, 215-665-6521 mdavls@janney.com Linda Armstrong, Dir, 215-665-6521 larmstrong@janney.com Lauren Carter, Dir, 215-665-6521 Icarter@janney.com MUNICIPAL TRADING - RETAIL Thomas Bajus, Head of Muni Fixed Income, 215-665-6370 tbaJus@janney.com Heather Stevens, Dir, Trader, 215-665-6370 hstevens@janney.com Jenny Stark, Trader, PA, WV, OH, 215-665-6370 jstark@janney.com Tim Walker, Trader, NJ, DE, VA, DC, MD, NC, SC, GA, FL, 215-665-6370 twalker@janney.com Walter Webb, Trader, NJ, DE, VA, DC, MD, SC, NC, GA, FL, 215-665-6370 wwebb2@janney.com Roddy McGibbon, PA, WV, OH, 215-665-6370 rmcgIbbon@janney.com Pat Grimail, Muni Mktg Specialist NY Territory, 215-665-6370 pgrimail@janney.com INSTITUTIONAL TRADING David Grimmig, Inst Trading, 215-665-6555 dgrimmig@janney.com Brendan Shanahan, lnst Trading, 646-840-4614 bshanahan@janney.com MUNICIPAL INSTITUTIONAL SALES Mark Grimmig, Mng Dir & Mgr, 646-840-3204 mgrimmig@janney.com Mike Festa, Mng Dir, 617-367-3271 mfesta@janneycom Mark Marion, Mng Dir, 215-665-4555 mmarfon@janney.com Mark McCabe, Mng Dir, 646-840-3214 markmccabe@janney.com Paul Azzaro, Dir, 904-280-4918 pazzaro@janney.com John Bingham, Dir, 646-840-4613 Jbingham@janney.com Joe Kotarra, Dir, 215-665-4437 jkotarra@Janney.com Alan Latoff, Dir, 215-665-4437 alatoff@janney.com Mark Nelson, Dir - Dealer Sales, 215-665-4553 mnelson@Janney.com David Quarello, Dir, 215-665-4403 dquarello@janney.com Donna Swierski, Dir, 312.283-8062 dswierski@janney.com J. Wingerter, Dir, 215-665-6216 jwingerter@janney.com Steve Kennedy, VP, 215-665-1433 skennedy@janney.com The Bond Buyer's Municipal Marketplace® Fall 2014 DEALERS & UNDERWRITERS PENNSYLVANIA Philadelphia Kyle Kucharski, lnst Sales, 212-888-2436 kkucharski@janney.com Dan Lang, Inst Sales, 617-367-3272 dlang@janney.com Linda Vara, 64,-840-3216 Ivara@janney:com Amy Feste, Sales Asst, 617-367-3293 efasta@janney.com Brendan Magarity, Sales Asst, 215-665-6613 bmagadty@janney.com MUNICIPAL NOTES Carolyn Kestner, Assoc, 215-665-4557 ckestner@janney.com MUNICIPAL RESEARCH & STRATEGY Alan Schankel, Mng Dir, 215-665-6088 esohankel@Janney.com Tom Kozlik, Dir, Muni Credit Analyst, 215-665-4422 tkozlik@janney.com TAXABLE RESEARCH & STRATEGY Guy LeBas, Mng Dir & Mgr, 215-665-6034 glebas@Janney.com Jody Lurie, Credit Analyst, 215-665-6191 jlurle@Janney.com JIII Kalanf, Assoc, 215-665-1142 jkalani@Janney.com Caesar Silvestro, HY/Distressed Analyst, 646-840-3212 csl Ivestro@Janney. com Meredith Contente, Credit Research, 646-840-3205 mcontente@janney.com BRANCH OFFICES: CA: San Francisco CT: Darien, Fairfield, Glastonbury, Hartford, New Haven, New London, West Hartford DE: Greenville DC: Washington FL: Boca Raton, Ft. Lauderdale, Palm Beach Gardens, Ponte Vedra Beach, Sarasota, Stuart GA: Atlanta IL: Chicago MD: Baltimore, Bel Air, Fredrick, Towson, Westminster MA: Boston, Danvers, Falmouth, Norwell, Osterville NJ: Bedminster, Cherry Hill, Edison, Hackensack, Haddonfield, Linwood, Marlton, Mt. Laurel, Red Listing continued www.munimarketplace.com 187 DEALERS & UNDERWRITERS PENNSYLVANIA Philadelphia JANNEY MONTGOMERY SCOTT LLC cont. Bank, Toms River, Upper Saddle River NY: Albany, Brooklyn, East Hampton, Garden City, Hauppauge, Johnston, Lake Placid, Melville, Midtown, New York/Whitehall, Purchase, Saratoga Springs, Skaneateles, Syracuse, Williamsville NC: Charlotte, Hendersonville, Raleigh OH: Chillicothe, Cleveland, Elyria, Mansfield, Marietta PA: Allentown, Beaver, Berwyn, Bethlehem, Blue Bell, Bryn Mawr, Canonsburg, Clarion, Doylestown, DuBois, Hazleton, Kingston, Lancaster, Lemoyne, Ligonier, McMurray, Meadville, Media, New Castle, New Hope, Newtown/Yardley, 011 City, Philadelphia, Pittsburgh, Pottstown, Radnor, Reading, Scranton, Sewickley, Sunbury, Uniontown, Valley Forge, West Chester, Wexford, Williamsport, Wyncote, Yardley, York RI: Providence SC: Aiken, Columbia, Hilton Head, Spartanburg VA: Richmond WV: Charleston LOOP CAPITAL MARKETS, LLC Member: SIFMA FINRA SIPC Two Penn Center 1500 John F. Kennedy Blvd. Ste. 200 Philadelphia, PA 19102 Tel: 215-854-6404 Fax: 215-854-6382 www.loopcapital.com DTC: 0443 NSCC: 0443 Alpha: LOOP Tax ID: 36-4164012 Clear Thru: Pershing MUNICIPAL BOND DIVISION James Reynolds, Jr., CFA, Chair & CEO, 312-913-4901 Fax: 312-922-7137 jim.reynolds@loopcapItal.com Albert Grace, Jr., Pres, 312-913.4905 Fax: 312-922-7137 . albert.g race@loopcapital.com Wanda White, Exec Asst, 312-913-4921 Fax: 312-922-7137 wanda.white@loopcapital.com INVESTMENT BANKING James Reynolds, Jr., CFA, Chair & CEO, 312-913-4901 Fax: 312-922-7137 Jim.reynolds@loopcapital.com Deborah Knox, SVP, 312-913-5692 Fax: 312-913-4927 deborah.knox@loopcapital.com Frank Oh, Mng Dir, 212-701-8723 Fax: 212-619-4274 frank.oh@loopcapital.com Joyce Davis, Admin Asst, 312-913-2264 Fax: 312-913-4927 joyce.davis@loopeapital.com Rasheia Johnson, VP, 215-854-6404 Fax: 215-854-6382 rashelajohnson@loopcapital.com BRANCH OFFICES: CA: Los Angeles, Oakland, San Francisco CO: Denver CT: Hartford DC: Washington FL: Orlando, Tampa, West Palm Beach IN: Indianapolis LA: New Orleans MD: Baltimore MI: Detroit NJ: Newark NY: New York OH: Cleveland PA: Philadelphia TX: Dallas, Houston, San Antonio OPPENHEIMER & CO. INC. Issue Specialization: Education, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member: SIFMA FINRA SIPC 1818 Market St. Ste, 2430 Philadelphia, PA 19103 Tel: 215-656-2893 Fax: 215-666-2896 www.opco.com DTC: 0571 NSCC: 0571 Alpha: OPCO Tax ID: 13-5657518 Experience: Underwriter 188 The Bond Buyer's Municipal Marketplace@ Fall 2014 INSTITUTIONAL SALES Cynthia Henry, Inst Sales Mgr & Mng Dir, 215-340-6635 Fax: 215-230-3427 cynthla,pInto@opco.com MUNICIPAL NOTE PUBLIC FINANCE Al Fleitas, SVP & Mng Dir, 215-656-2894 Fax: 215-656-2896 al.fleitas@opco.com Darren Smith, Sr Dir, 216-656-2893 Fax: 215-656-2896 darre n.sm Ith @opco,co m OPERATIONS Mary Starkey, 215-656-2892 mary.starkey@opco.com PIPER JAFFRAY & CO. Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member: SIFMA FINRA SIPC 100 N. 18th St. Two Logan Square Ste. 1820 Philadelphia, PA 19103 www.piperJaffray.com DTC: 0311 ' NSCC: 0311 Alpha: PIPR Tax ID: 41-0953246 Experience: Underwriter Main Office: Minneapolis, MN PUBLIC FINANCE David Klinges, Mng Dir, 212-284-9576 david.h.klinges@pja.com Marc Sliver, Mng Dir, 518-591-4670 marc.g.slIver@pjc.com George Werner, Mng Dir, 267-844-1376 george.c.werner@pic.com Jeremy Gerber, VP, 215-446-9320 jeremy.j,gerber@pjc.com Damien Palantlno, Analyst, 215-446-9326 damlen.r.palantino@pjc.com Derek Eckhart, Assoc, 215-446-9327 derelcd.eckhart@pjc.com OTHER PENNSYLVANIA OFFICES: PA: Pittsburgh www.munimarketplace.com JANNEY MONTGOMERY SCOTT LLC Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member: SIFMA FINRA 1717 Arch St. Philadelphia, PA 19103 Tel: 215-665-6000 Tel: 800-526-6397 Fax: 215-557-8648 www.janney.com DTC: 0374 NSCC: 0374 Alpha: JANY Tax ID: 23-0731260 Experience: Underwriter FIXED INCOME CAPITAL MARKETS Steve Genyk, Mng Dir, 215-665-6240 Fax: 215-557-8648 sgenyk@janney.com Megan Prifer, Admin Asst, 215-665-6381 mprifer@Janney.com PUBLIC FINANCE Tel: 215-665-4528 Fax: 215-587-9943 Thomas Henson, Mng Dir & Mgr, 215-665-1525 thenson@Janney.com John B. Kelly, Mng Dir, 215-665-6382 Jkelly@Janney.com Anne Morse, Mng Dir, 215-665-4587 amorse@Janney.com Kirwan Elliott, Dir, 215-665-4565 kelllott@Janney.com Alex Greenwald, VP, 215-665-4564 agreenwald@janney.com Dan O'Brien, VP, 215-665-1269 dobrlen@janney.com Sean Fisher, Analyst, 215-665-4435 sflsher@janney.com Roscoe Murphy, Analyst, 215-665-6038 rmurphy@janney.com Nick Petrick, Analyst, 215-665-1236 npetrick@Janney.com Brigid Lau, Admin Asst, 215-665-4528 blau@janney.com www.Jenney.com • 02013 Janney Montgomery Scott LLC • Member: NYSE, ONRA, SIPC DEALERS & UNDERWRITERS PENNSYLVANIA Philadelphia Pittsburgh Public Finance One PPG Place, 22nd FI, Pittsburgh, PA 15222 Tel: 412-562-8013 Fax: 412-562-8007 Bob Aumer, Mng Dir, 412-562-8006 baumer@janney.com Michael McCaig, Mng Dir, 412-562-8012 mmccalg@janney.com Tim Frenz, Dir, 412-562-8233 tfrenz@Janney.com Allsha Phillips, Dir, 412-562-8067 aphIllIps@janney.com Kathy Hanna, Analyst, 412-562-8013 khanna@Janney.com Boston Public Finance 60 State St., 35th FI. Boston, MA 02109 Tel: 617-557-2974 Fax: 617-367-1153 Listing continued The Bond Buyer's Municipal Marketplace@ Spring 2013 www.munimarketplace.com 203 DEALERS & UNDERWRITERS PENNSYLVANIA Philadelphia JANNEY MONTGOMERY SCOTT LLC cont. Kimberly Welsh, Mng Dir, 617-557-2973 kwelsh@Janney.com Sara Desens, VP, 617-367-3276 sdesens@janney.com Sharon Flynn, Admin Asst, 617-557-2974 sflynn@janney.com New York Public Finance 575 Lexington Ave. New York, NY 10022 Tel: 212-888-2529 Fax: 212-759-6215 Vivian Altman, Mng Dir, 646-840-3202 908-470-3178 valtman@janney,com Joseph Bosch, Mng Dir, 212-888-2527 jbosch@Janney.com Elizabeth Caputo, Dir, 646-840-3211 ecaputo@Janney.com Daniel Froehlich, VP, 212-888-2528 dfroehlIch@Janney.com Steve Nelson, VP, 212-888-2622 snelson@Janney,com Elizabeth Charriez, Admin Asst, 212-888-2529 echarriez@janney.com New Jersey Public Finance 1580 Route 206 North Bedminster, NJ 07921 Vivian Altman, Mng Dir, 908-470-3178 Fax: 908-781-9690 valtman@janney.com Rhode Island Public Finance One Turks Head Place Ste. 700 Providence, RI 02903 Kimberly Welsh, Mng Dir, 401-831-8207 Fax: 401-455-0348 kwelsh@janney.com MUNICIPAL FIXED INCOME Dale Foard, Mng Dir & Mgr, 215-665-4521 Fax: 215-557-8648 dfoard@Janney,com MUNICIPAL UNDERWRITING Matt Davis, Dir, 215-665-6521 mdavls@janney.com Linda Armstrong, Dir, 215-665-6521 larmstrong@janney.com Lauren Carter, VP, 215-665-6521 Icarter@Janney.com MUNICIPAL TRADING. Tom Bajus, Mng Dir, 215-665-6370 tbaJus@ianney.com Jenny Stark, Trader, PA, WV, OH, 215-685-6370 Jstark@Janney.com Walter Webb, Trader, NJ, DE, VA, DC, MD, SC, NC, GA, FL, 215-665-6370 wwebb2@Janney.com Heather Stevens, Dir, Trader, 215-665-6370 hstevens@Janney.com David Quarello, VP, Trader, NY, PR, VI, GU, 215-665-6370 dguarello@Janney.com Roddy McGibbon, Muni Mktg Specialist, 215.665-6370 rmcgIbbon@janney.com Pat Grimall, Sr Muni Mktg Specialist, 215-665-6370 pgrimall@janney.com Tim Walker, Assoc, Muni Mktg, 215-665-6370 twaiker@janney.com David Grimmig, Muni Trader, 215-665-6555 dgrlmmIg@janney.com Brendan Shanahan, Muni Trader, 646-840-4614 bshanahan@janney.com Rich Petruzzo, HY Trader, 215.600-1011 rpetruzzo@janney.com Melissa Pressley, Opers, 215-665-6587 mpressley@janney.com MUNICIPAL INSTITUTIONAL SALES Mark Grimmig, Mng Dir & Mgr, 646-840-3204 mgrImmig@Janney.com Mark Marion, Mng Dir, 215-665-4555 mmarion@janney,com Mark Nelson, Dir, 215-665-4553 mnelson@janney,com Alan Latoff, Dir, 215-665-4437 alatoff@Janney.com Joe Kotarra, Dir, 215-665-4437 Jkotarra@Janney.com J. Wingerter, Dir, 215-665-6216 JwIngerter@Janney.com Steve Kennedy, VP, 215-665-1433 skennedy@Janney.com Carolyn Kestner, Sr Sales Asst, 215-665-4557 ckestner@janney,com Kyle Kucharski, Sales Asst, 215-665-6380 kkucharskl@lanney.com Mike Festa, Mng Dir, 617-367-3271 mfesta@Janney.com Dan Lang, Assoc, 617-367-3272 dlang@ianney.com Donna Swierski, Dir, 312-283-8062 dswierskl @lanney.com Steve Wool, Dir, 312-283-8064 swooi@janney,com Matthew Lindemulder, AVP, 312-705-4207 mIindemuider@'Janneycom Paul Azzaro, Dir, 904-280-4918 pazzaro@janney.com MUNICIPAL NOTES Megan Mulvihill, Dir, 646-840.4613 Fax: 212-759-6215 mmulv1h111@janney.com MUNICIPAL FIXED INCOME MARKETING Tom BaJus, Mng Dir, 215-665-6370 tbaJus@Janney.com Pat Grimaif, Sr Muni Mktg Specialist, 215.665-6370 pgrirnall@janney.com Heather Stevens, Dlr, Trader, 215-665-6370 hstevens@Janney.com Roddy McGibbon, VP, Muni Mktg Specialist, 215-665-6370 rmcglbbon@janney.com Tim Walker, Assoc, Muni Mktg, 215-665-6370 twalker@Janney.com Melissa Pressley, Opers, 215-665-6587 mpressley@janney.com TAXABLE RESEARCH & STRATEGY Guy LeBas, Mng Dir & Mgr, 215-665-6034 glebas@janney.com Jody Lurie, Credit Analyst, 215-665-6191 jiurle@janney.com Jill Kaiani, Ass"bc, 215-665-1142 JkalanI@Janney.com Caesar Silvestro, HY/Distressed Analyst, 646-840-3212 cslIvestro@Janney.com Meredith Contente, Credit Research, 646-840-3205 mcontente@janney.com MUNICIPAL RESEARCH & STRATEGY Alan Schankel, Mng Dir, 215-665-6088 aschankel@janney.com Tom Kozilk, Dir, Muni Credit Analyst, 215-665-4422 tkozlik@Janney,com Debbie Hontz, Dir, HY Muni Analyst, 410-583-5964 dhontz@janney.com BRANCH OFFICES: CA: San Francisco CT: Darien, Fairfield, Glastonbury, Hartford, New Haven, New London, West Hartford DE: Greenville DC: Washington FL: Aventura, Boca Raton, Ft. Lauderdale, Palm Beach Gardens, Ponte Vedra Beach, Sarasota, Stuart GA: Atlanta IL: Chicago MD: Baltimore, Fredrick, Towson MA: Boston, Danvers, Falmouth, Norwell, Osterville Listing continued 204 The Bond Buyer's Municipal Marketplace® Spring 2013 www.munimarketplace.com JANNEY MONTGOMERY SCOTTLLC cont. NJ: Bedminster, Edison, Hackensack, Haddonfield, Linwood, Margate, Marlton, Mt. Laurel, Red Bank, Toms River, Upper Saddle River NY: Albany, Brooklyn, East Hampton, Garden City, Hauppauge, Johnston, Lake Placid, Melville, Midtown, New York/Whitehall, Saratoga Springs, Skaneateles, Syracuse, Tarrytown, Williamsville NC: Charlotte, Raleigh OH: Chillicothe, Cleveland, Elyria, Mansfield, Marietta, Salem PA: Allentown, Beaver, Bethlehem, Blue Bell, Bryn Mawr, Clarion, Doylestown, DuBois, Hazleton, Kingston, Lancaster, Lemoyne, Ligonier, McMurray, Meadville, Media, New Castle, New Hope, Newtown/Yardley, 011 City, Philadelphia, Pittsburgh, Pottstown, Radnor, Reading, Scranton, Sunbury, Uniontown, Valley Forge, West Chester, Wexford, Williamsport, Wyncote, York RI: Providence SC: Aiken, Columbia, Hilton Head, Spartanburg VA: Richmond WV: Charleston LOOP CAPITAL MARKETS, LLC Member: SIFMA FINRA SIPC Two Penn Center 1500 John F. Kennedy Blvd. Ste. 200 Philadelphia, PA 19102 Tel: 215-854-6404 Fax: 215-854-6382 www.loopcapital.com DTC: 0443 NSCC: 0443 Alpha: LOOP Tax ID: 36-4164012 Clear Thru: Pershing MUNICIPAL BOND DIVISION James Reynolds, Jr., CFA, Chair & CEO, 312-913-4901 Fax: 312-922-7137 JIm.reynolds@loopcapItal.com Albert Grace, Jr., Pres, 312-913-4905 Fax: 312-922-7137 albert.grace@loopcapItal.com Wanda White, Exec Asst, 312-913-4921 Fax: 312-922-7137 wanda.whIte@loopoapItal.com INVESTMENT BANKING James Reynolds, Jr., CFA, Chair & CEO, 312-913-4901 Fax: 312-922-7137 jim.reynolds@loopcapItal.com Deborah Knox, SVP, 312-913-5692 Fax: 312-913-4927 deborah.knox@loopcapital.com Frank Oh, Mng Dir, 212-701-8723 Fax: 212-619-4274 frank.oh@loopcapital.com Joyce Davis, Admin Asst, 312-913-2264 Fax: 312-913-4927 Joyce.davis@loopcapItal.com Rashela Johnson, VP, 215-854-6404 Fax: 215-854-6382 rasholn.johnson@loopcapital.com BRANCH OFFICES: CA: Los Angeles, Oakland, San Francisco CO: Denver CT: Hartford DC: Washington FL: Orlando, Tampa, West Palm Beach IN: Indianapolis LA: New Orleans MD: Baltimore MI: Detroit NJ: Newark NY: New York OH: Cleveland PA: Philadelphia TX: Dallas, Houston, San Antonio OPPENHEIMER & CO. INC. Issue Specialization: Education, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member: SIFMA FINRA SIPC 1818 Market St. Ste. 2430 Philadelphia, PA 19103 Tel: 215-656-2893 Fax: 215-656-2896 www.opco.com DTC: 0571 NSCC: 0571 Alpha: OPCO Tax ID: 13-5657518 Experience: Underwriter INSTITUTIONAL SALES Cynthia Henry, Inst Sales Mgr & Mng Dir, 215-340-6635 Fax: 215-230-3427 cynthla.pInto@opco.com DEALERS & UNDERWRITERS PENNSYLVANIA Philadelphia MUNICIPAL NOTE PUBLIC FINANCE Al Relies, SVP & Mng Dir, 215-656-2894 Fax: 215-656-2896 al.fleitas@opco,com Darren Smith, Sr Dir,' 215-656-2893 Fax: 215-656-2896 darren.smIth@opco.com OPERATIONS Mary Starkey, 215-656-2892 maty.starkey@opco.com PIPER JAFFRAY & CO. Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member: SIFMA FINRA SIPC 100 N. 18th St. Two Logan Square Ste. 1820 Philadelphia, PA 19103 www.piperjaffray.com DTC: 0311 NSCC: 0311 Alpha: PIPR Tax ID: 41-0953246 Experience: Underwriter Main Office: Minneapolis, MN PUBLIC FINANCE David Klinges, Mng Dir, 212-284-9576 david.h.klinges @ pjc.com Sam Miller, Mng Dir, 267-615-9099 samuol.b.mIller@pjo.com George Werner, Mng Dir, 267-844-1376 george.o,werner@plc.com Jeremy Gerber, AVP, 215-446-9320 jeremy.j.gerber@pjc.com Jordan Eizenga, Jr Assoc, 212-446-932'5 Jordan.g.olzenga@pjo.com OTHER PENNSYLVANIA OFFICES: PA: Pittsburgh The Bond Buyer's Municipal Marketplace® Spring 2013 www.munimarketplace.com 205 JANNEY MONTGOMERY SCOTT LLC ssue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member: SIFMA FINRA 1717 Arch St. Philadelphia, PA 19103 Tel: 215-665-6000 Tel: 800-526-6397 Fax: 215-557-8648 www.Janney.com DTC: 0374 NSCC: 0374 Alpha: JANY Tax ID: 23-0731260 Experience: Underwriter FIXED INCOME CAPITAL MARKETS Steve Genyk, Mng Dir, 215-665-6240 Fax: 215-557-8648 sgenyk@Janney.com Melissa Pressley, 215-665-6587 mpressley@Janney.com PUBLIC FINANCE Tel: 215-665-4528 Fax: 215-587-9943 Thomas Henson, Mng Dir & Mgr, 215-665-1525 thenson@Janney.com John B. Kelly, Mng Dir, 215-665-6382 jkelly@janney.com Kirwan Elliott, Dir, 215-665-4565 kelllott@Janney.com Alex Greenwald, VP, 215-665-4564 agreenwald@Janney.com Dan O'Brien, VP, 215-665-1269 dobrlen@Janney.com Roscoe Murphy, Analyst, 215-665-6038 rmurphy@Janney.com Nick Petrick, Analyst, 215-665-1236 npetrick@Janney.com Brigid Lau, Admin Asst, 215-665-4528 blau@janney,com Mary Lou Walsh, Admin Asst, 215-665-6019 mwalsh@Janney.com Pittsburgh Public Finance One PPG Place, 22nd FI. Pittsburgh, PA 15222 Tel: 412-562-8013 Fax: 412-562-8007 wwwfanneyoom • 020181anney Montgomery Scott LLC • Member: NYSE, FINRA, SIPC DEALERS & UNDERWRITERS PENNSYLVANIA Philadelphia Bob Aumer, Mrig Dir, 412-562-8006 baumer@Janney.com Michael McCaig, Mng Dir, 412-562-8012 mmccalg@Janney.com Allsha Phillips, Mng Dir, 412-562-8067 aphillips@Janney.com Tim Frenz, Dir, 412-562-8233 tfrenz@Janney.com Kathy Hanna, Assoc, 412-562-8013 khanna@lanney.com Boston Public Finance 60 State St., 35th FI. Boston, MA 02109 Tel: 617-557-2974 Fax: 617-367-1153 Kimberly Welsh, Mng Dir, 617.557-2973 kwelsh@janney.com Sara Desens, VP, 617-367-3276 sdesens@Janney.com Sharon Flynn, Analyst, 617-557-2974 sflynn@janney.com Listing continued The Bond Buyer's Municipal Marketplace® Fall 2013 www.munimarketplace.com 199 DEALERS & UNDERWRITERS PENNSYLVANIA Philadelphia JANNEY MONTGOMERY SCOTT LLC cont. New York Public Finance 575 Lexington Ave. New York, NY 10022 Tel: 212-888-2529 Fax: 212-759-6215 Vivian Altman, Mng Dir, 646-840-3202 908-470-3178 valtman@Janney.com Joseph Bosch, Mng Dir, 212-888-2527 jbosch@Janney.00m Elizabeth Caputo, Dir, 646-840-3211 ecaputo@Janney.com Daniel Froehlich, VP, 212.888.2528 dfroehlIch@Janney.com Steve Nelson, VP, 212-888-2622 snelson@Janney.com Elizabeth Charrlez, Admin Asst, 212-888-2529 echarriez@Janney.com Sean Fisher, Assoc, 212-888-2389 sfisher@Janney,com New Jersey Public Finance 1580 Route 206 North Bedminster, NJ 07921 Vivian Altman, Mng Dir, 908-470-3178 Fax: 908-781-9690 valtman@janney.com Rhode Island Public Finance One Turks Head Place Ste. 700 Providence, RI 02903 Kimberly Welsh, Mng DIr, 401-831-8207 Fax: 401-455-0348 kwelsh@Janney.com MUNICIPAL FIXED INCOME Dale Foard, Mng Dir & Mgr, 215.665-4521 Fax: 215-557-8648 dfoard@janney.com MUNICIPAL UNDERWRITING Matt Davis, Mng Dir, 215-665-6521 mdavls@Janney.com Linda Armstrong, Dir, 215-665-6521 larmstrong@Janney.com Lauren Carter, Dir, 215-665-6521 (carter@Janney.com MUNICIPAL TRADING Tom Bajus, Mng Dir, 215-665-6370 tbajus@Janney.com Jenny Stark, Trader, PA, WV, OH, 215.665-6370 jstsrk@janney.com Walter Webb, Trader, NJ, DE; VA, DC, MD, SC, NC, GA, FL, 215-665-6370 wwebb2@Jsnney.com Heather Stevens, Dir, Trader, 215-665-6370 hstevens@Janney.com David Quarello, Dir, Trader, NY, PR, VI, GU, 215-665-6370 dquarello@Janney.com Roddy McGibbon, Muni Mktg Specialist, 215-665-6370 rmcgIbbon@Janney.com Pat Gilman, Sr Muni Mktg Specialist, 215-665-6370 pgrlmall@ianney.com Tim Walker, Assoc, Muni Mktg, 215-665-6370 twalker@Janney.com David Grimmig, Muni Trader, 215-665-6555 clgrImmIg@Janney.com Brendan Shanahan, Muni Trader, 646-840-4614 bshanahan@Janney.com Rich Petruzzo, HY Trader, 215-600-1011 rpetruzzo@janney.com MUNICIPAL INSTITUTIONAL SALES Mark Grimmig, Mng Dir & Mgr, 646-840-3204 mgrlmmig@Janney.com Mark Marlon, Mng DIr, 215-665-4555 mmadon@Janney.com Mark Nelson, Dir, 215-665-4553 mnelson@Janney.com Alan Latoff, Dir, 215-665-4437 alatotf@Janney.com Joe Kotarra, DIr, 215-665-4437 Jkotarra@Janney.com J. Wingerter, DIr, 215-665-6216 Jwingerter@janney.com Steve Kennedy, VP, 215-665-1433 skennedy@janney.com Kyle Kucharski, Sales Asst, 215-665-6380 kkucharskl@janney.com Mike Festa, Mng DIr, 617-367-3271 mfesta@Janney.com Dan Lang, Assoc, 617-367-3272 diang@janney.com Amy Festa, Sales Asst, 617-367-3293 afesta@janney.com Donna Swierski, Dir, 312-283-8062 dswlerskl@Janney.com Matthew Lindemulder, VP, 312-705-4207 mlIndemulder@Janney.com Paul Azzaro, Dir, 904-280-4918 pazzaro@Janney,com MUNICIPAL NOTES Carolyn Kestner, Assoc, 215-665-4557 ckestner@janney.com MUNICIPAL FIXED INCOME MARKETING Tom Bajus, Mng Dir, 215-665-6370 tbaJus@janney.com 200 The Bond Buyer's Municipal Marketplace@ Fall 2013 Pat Grimail, Sr Muni Mktg Specialist, 215-665-6370 pgrimall@Janney.com Heather Stevens, Dir, Trader, 215-665-6370 hstevens@janney.com Roddy McGibbon, Dir, Muni Mktg Specialist, 215-665-6370 rmcgIbbon@Janney.com Tim Walker, Assoc, Muni Mktg, 215-665-6370 twalker@Janney.com TAXABLE RESEARCH & STRATEGY Guy LeBas, Mng Dir & Mgr, 215-665-6034 glebas @Janney.00m Jody Lurie, Credit Analyst, 215-665-6191 Jlurie@janney,com Jill Kalani, Assoc, 215-665-1142' Jkalanl@Janney.com Caesar Silvestro, HY/Distressed Analyst, 646-840-3212 cslIvestro@Janney.com Meredith Contente, Credit Research, 6'46-840-3205 mcontentb@Janney.com MUNICIPAL RESEARCH & STRATEGY Alan Schankel, Mng Dir, 215-665-6088 aschankel@Janney.com Tom Kozlik, Dir, Muni Credit Analyst, 215-665-4422 tkozlIk@Janney.com Debbie Hontz, Dir, HY Muni Analyst, 410-583-5964 dhontz@Janney.com BRANCH OFFICES: CA: San Francisco CT: Darien, Fairfield, Glastonbury, Hartford, New Haven, New London, West Hartford DE: Greenville DC: Washington FL: Boca Raton, Ft. Lauderdale, Palm Beach Gardens, Ponte Vedra Beach, Sarasota, Stuart GA: Atlanta IL: Chicago MD: Baltimore, Fredrick, Towson, Westminster MA: Boston, Danvers, Falmouth, Norwell, Osterville NJ: Bedminster, Cherry Hill, Edison, Hackensack, Haddonfield, Linwood, Margate, Marlton, Mt. Laurel, Red Bank, Toms River, Upper Saddle River NY: Albany, Brooklyn, East Hampton, Garden City, Hauppauge, Johnston, Lake Placid, Melville, Midtown, New York/Whitehall, Purchase, Saratoga Springs, Skaneateles, Syracuse, Williamsville Listing continued www.munimarketplace.com JANNEY MONTGOMERY SCOTT LLC cont. NC: Charlotte, Hendersonville, Raleigh OH: Chillicothe, Cleveland, Elyria, Mansfield, Marietta, Salem PA: Allentown, Beaver, Berwyn, Bethlehem, Blue Bell, Bryn Mawr, Canonsburg, Clarion, Doylestown, DuBois, Hazleton, Kingston, Lancaster, Lemoyne, Ligonier, McMurray, Meadville, Media, New Castle, New Hope, Newtown/Yardley, 011 City, Philadelphia, Pittsburgh, Pottstown, Radnor, Reading, Scranton, Sewickley, Sunbury, Uniontown, Valley Forge, West Chester, Wexford, Williamsport, Wyncote, Yardley, York RI: Providence SC: Aiken, Columbia, Hilton Head, Spartanburg VA: Richmond WV: Charleston LOOP CAPITAL MARKETS, LLC Member: SIFMA FINRA SIPC Two Penn Center 1500 John F. Kennedy Blvd. Ste. 200 Philadelphia, PA 19102 Tel: 215-854-6404 Fax: 215-854-6382 www.Ioopcapital.com DTC: 0443 NSCC: 0443 Alpha: LOOP Tax ID: 36-4164012 Clear Thru: Pershing MUNICIPAL BOND DIVISION James Reynolds, Jr., CFA, Chair & CEO, 312-913-4901 Fax: 312-922-7137 Jlm.reynolds @ loopcapltal.com Albert Grace, Jr., Pres, 312-913-4905 Fax: 312-922-7137 albert.grace @ Ioopoapital.com Wanda White, Exec Asst, 312-913-4921 Fax: 312-922-7137 wands.white @ Ioopoapltaicom INVESTMENT BANKING James Reynolds, Jr., CFA, Chair & CEO, 312-913-4901 Fax: 312-922-7137 jIm, reynolds @ loopcapital.com Deborah Knox, SVP, 312-913-5692 Fax: 312-913-4927 deborah.knox@ loopoapital.com Frank Oh, Mng Dir, 212-701-8723 Fax: 212-619-4274 trank.oh @ loopcapltal:com Joyce Davis, Admin Asst, 312-913-2264 Fax: 312-913-4927 Joyce.davls@loopospltal.com Rasheia Johnson, VP, 215-854-6404 Fax: 215-854-6382 rasheiajohnson @ Ioopcapital.com BRANCH OFFICES: CA: Los Angeles, Oakland, San Francisco CO: Denver CT: Hartford DC: Washington FL: Orlando, Tampa, West Palm Beach IN: Indianapolis LA: New Orleans MD: Baltimore MI: Detroit NJ: Newark NY: New York OH: Cleveland PA: Philadelphia TX: Dallas, Houston, San Antonio OPPENHEIMER & CO. INC. Issue Specialization: Education, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member: SIFMA FINRA SIPC 1818 Market St. Ste. 2430 Philadelphia, PA 19103 Tel: 215-656-2893 Fax: 215-656-2896 www.opco.com DTC: 0571 NSCC: 0571 Alpha: OPCO Tax ID: 13-5657518 Experience: Underwriter INSTITUTIONAL SALES Cynthia Henry, Inst Sales Mgr & Mng Dir, 215-340-6635 Fax: 215-230-3427 cynthla.pinto@opco.com MUNICIPAL NOTE PUBLIC FINANCE Al Fleitas, SVP & Mng Dir, 215-656-2894 Fax: 215-656-2896 al.fleltas@opoo.com Darren Sniith, Sr Dir, 215-656-2893 Fax: 215-656-2896 darron.smith@opco.com The Bond Buyer's Municipal Marketplace® Fall 2013 DEALERS & UNDERWRITERS PENNSYLVANIA Philadelphia OPERATIONS Mary Starkey, 215-656-2892 mary.starkey @ o poo.00m PIPER JAFFRAY & CO. Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public; Facilities, Transportation, Utilities Member: SIFMA FINRA SIPC 100 N. 18th St. Two Logan Square Ste. 1820 Philadelphia, PA 19103 www.piperjaffray.com DTC: 0311 NSCC: 0311 Alpha: PIPR Tax ID: 41-0953246 Experience: Underwriter Main Office: Minneapolis, MN PUBLIC FINANCE David Klinges, Mng Dir, 212-284-9576 davld.h.klinges@ pJo.com Sam Miller, Mng Dir, 267-615-9099 samuel.b.mlller@ pjc.com George Werner, Mng Dir, 267-844-1376 george.o.wernor@pjo.com Jeremy Gerber, AVP, 215-446-9320 Joromy.J.gerber@pic.com Derek Eckhart, Assoc, 215-446-9327 derek.d.eckharl @ pJo.com 4 r OTHER PENNSYLVANIA OFFICES: PA: Pittsburgh PNC CAPITAL MARKETS LLC Member: SIFMA FINRA SIPC 1600 Market St., 21st FI. Philadelphia, PA 19103 Fax: 215-585-5525 www.pnc.com DTC: 2835 NSCC: 2835 Tax ID: 20-3719138 Experience: Underwriter Listing continued www.munimarketplace.com 201 • ••a4.r, DEALERS&:UNDERWRITERS PENNSYLVANIA'Media EDwARD JONsS.cont, • Spring Grove, St, Marys, State College, Stewartstown, Stroudsburg, S'itgarloaf, Tamaqua, Titusville, Trapp, Uniontown; Washingtor5, • Waynesboro, Waynesburg, • West Chester, Whitehall; • Wilkes=Barre Williamsport, Wynnewood, Wyor iseing, ' Yardley, York;, zeliertople ♦ 'Phlladejphia BANK OF AMCR1CA, , MERRILL LYNCH Merrill Lynch, Pierce, Fenner & Smithlno, 1818 Market St,. Phlladelphla,: PA 19:103 Tel:215.446.7066 '. Fax: 215,446-7046. www.rnl.00m '„ PUBLIC FINANCE GROUP' H. Jay BetlWoar,.Mng: Dir, 216.446-7042,;: Tony Griffith,: Mng; Dir, 215.446.7015. , Carol Rein,.Mrig DIr, 21.6.40.-7078 Ralph A, Sagglorno, Mng Dir; 21.5.446.7076... : Eugene P. ?Omni, Ping Dir, 215446.7018 •. Adam Gentzel, VP; 215.446.7027 Ted Matozzo, VP, 215.446.7019 Geoffrey 'oyes, Assoc, 216-446.7020 BBB&T CAPITAL, MARKET'S A Division of Scott & Stringfellow, LLC Issue :Specializatk n: Education, General Purpose, Health Care, Housing, industrial Dev, Public Facilities, Transportation, Utilities: Member:' SIFMA FINRA ISDA SIPC Two Penn Ctr,, Ste, 200 Philadelphia, PA 19102 Tel: 215-864.6428 Fax:215-561-0587 www,bbtcapitatmarkets,00n t DTC: 0702 NSCC: 0702 Tax ID: 54-0294670 James P. Bodine, Mng Dir,' 215.854-3428 Jbodtne @ bbandtom.com CABRERA CAPITAL MARKETS, LLC Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Publio Facilities, Transportation, Utilities Member: FINRA SIPC MSRB 1500 Market St. • . 12th FI. East Tower Philadelphia, PA 19102.2107 Tel: 2.15.246.3417 Fax:216-666.5686• www.cabreraoapitat,com DTC: 0443 NSCC: CABR Tax ID: 01.0892965• s Clear Thrti:.Pershing, LLC,and othora Martin Cabrera, Jr„ CEO, 312-238.8888 mcabrerac0nabretacapltaLcom • PUBLIC.FINANCE Robert Libel -tint, Sr Mng Dir, 312.795.8912 rlibertini@oabreracapttal.com David S..Gonzalez, VP, 216.246.3417. dgonzalez@oabroracapttal.00m Formerly: Citigroup Corporate and , investment Banking iseue Speo'alization: Education, Electrio Power, Environmental Facilities; General Purpose, Health Care, Housing,Industrial Dev, Public Facilities, Transportation, Utilities Member: SIFMA F!NRA SIPC Ono Liberty Place 1650 Market St., 43rd' FI. Philadelphia, PA 19103 Fax: 215-563-7881 Tax ID: 18-1912900 . . Experience: Underwriter Math Office: New York, NY MUNi TRADING & UNDERWRITING Tel: 215-854-6075 Robert G. Uttal, Dir & Mgr Cheri Mitchell, DIr, 610.408-1922, MUNICIPAL RETAIL SALES & MARKETING Tel: 21.5.854.6074 Ned Geiger, DIr & Mgr Bryan Favilla PUBLIC FINANCE Tel: 215.854.6036 Fax: 215-563-7881 John D..Miller, Mng DIr Christopher W. McNichol, Mng DIr 200• The Bond. Buyer's Municipal Marketplace® Spring 2012 Jessica Donnelly; Kirsien Krug,.DIr Vlo Radina, DTr ? 4 Christopher'Boacjy Brandon Mannlop; DREXEL HAM[, Issue. Speoieltzati Education, Fn Facilities, Gen Health Care; Transportatlo Member: SIFMA I 2000 Market St, Philadelphia;'�'A 1'' Tel: 215.988.9688 www.drexelhamilt DTC: 0501 Tax ID: 20-80329 Clear Thru: Goldrn Execution &'Cloarj' EQUITY Cauldon Quinn,•C 215-988-8300 Fax:21:6.985.9508 cquinn@drextilh?si: Harry J, Gobora,•;. 215-988-..8.390.; , Fax: 215-68679808 hgobara©drex,'elh' Ray Haliy, SVP, 21 Fax:•215.9889.808 rhally@drexelhamt Daniel Hanley;. BVp Fax: 215.988.9808i, dtranle'edrexelhd John Riley, SVP2 Fax: 215-988.9808 Jrlieyc4 drexelharnli JANNEY MANT SCOTT LAC„ Issue Speeiatla Education; 'E' Environmental • General Pia;' Housing,'�'rid FacIlitles;,1 r,, Utilities; Member: SIFMA Fi 1801 Market St, Philadelphia, PA 4 Tel: 215-985.8170 Tel: 600.626-6397-• Fax: 215-567.8648 www.Janney.com OTC: 0374. NSCC: 0374 Alpha: JANY Tax ID: 23.073;(2? Experiertoe: Un ,e FiXED INCOM,,P MARKETS. Steve Genyk, Mrig 215-665-.624p,•,, Fax: 215-587.9943 sgenyk@)anney.cotit Www.nxunirnake 5-665-4665 -6382 216.665.4564 5-665.1269 215-665-1236. Daniel Frcehtic • 212-888-252, dfroeitlloh@Jam Elizabeth Chan 2.12-888.252 eoharrlez@lanr New Jersey PL 1580 Route 20 Bedminster, Nt Vivian Altman, 908-470-317 Fax: 908.781.5 valtman@lanne Rhode Island F One Turks Hee Ste, 700 Providence, Ri Kimberly Weis' 401-831.620 Fax: 401-455 kwelshC4Janne: MUNICIPAL FI Dale Foard, Mi 215-665.452 Fax: 216.557-t • dfoardajanney MUNICIPAL U. Matt Davis;•Dli mdavis©janna Linda Armstrot 215.665.65' larmstrong@Ja Lauren Carter, Icarter©Jzhnsy MUNICIPAL T Tom Bajus, Mi ihajus@lanney Jenny Stark, 1 216.665.63'2 jatarkeJanney, Walter Webb, NJ,DE,VA,D &WY,215-t wwebh2@Jana Heather Steve . 215-665.632 hstovenscejani David Querelle 215-665.44( 78 dquarelldc6Jan Roddy McGibl Specialist, 2 rmoglbbon4 ja Pat Grimall, S Specialist, 2 pgrimall@Dann Tim Walker, A twaiker®.Jannn David Grlrrimit 21'5.665.651 • dgrimmig@jan Brendan Sher 646-840.46' bshanahartall Melissa Press 215.665-651 mpressisy8Ja funicipal Marketpl rio Power., adilities, t,'Health Cara, fat Dev, Pubilo 'iortatioh'; MSRB 02.2107 om • , LLC,and )EO, litaLcom ,ng Dir, • al.00m fP, cltal.com orporate and . lo. Power, . acuities,: , Health Care, al Dev, Public ortation, qA SIPC • FI 13 • ter` <, NY Mgr 0-408.1922 SALES & Jessica Donnelly, Dir Kiraten Krug, Dlr Vic Radlna, Dlr Christopher Beaohu Brandon Mannion, DFiEXEL HAMILT Issue Spaclalizatforr Education, Envi Facilities, Genera Health Care, H Transportation Member: SIFMA ISDA 2000 Market St. Philadelphia; PA 19103 Tel: 216.988-9888 www,drexelhamilton.coni DTC: 0601 Tax ID: 20-8032934 Clear Thru: Goldman Execution &Clearing EQUITY Cauidon Quinn, CFO, 215-988-8300 Fax: 215-988-9808 cqutnn w drexeihamilto Harry J. 0obora, COO, 215-988-8300 Fax: 216.988.9808 hgobora@drexelhamilt Ray Hally, SVP, 215- Fax:215.988.9808 rhally@drexelhamlfton.com Daniel Hanley, $VP, 21 Fax:215-988-9808 dhaniey@ drexelhamllt John Riley, SVP; 215 Fax: 215-988-9808 frIley@drexelhamIlton.com JANNEY NIONTGO sscoTT LAC Issue Specialization: Education, Electric Environmental Fac General Purpose,. Housing, Industrial Facilities, Transpo Utilities, Member: SIFMA FlNRA 1801 Market St, Philadelphia, PA 19103 Tel: 216-665-6170 Tel: 600.626.6397 Fax:215.557.8648 www,Janney.com DTC: 0374 NSCC: 0374 Alpha: JANY Tax ID: 23-0731260 Experience: Underwriter FIXED INCOME GAPIT MARKETS Steve Genyk, Mng Dir, 215.666-6240 Fax: 215-587-9943 sgenyk@ianney,com jir ' Lleline :hol, Mng Dir Spring 2012 www.munitnarketplace,coa _sepT:r LLC' Dir & Mgr, 215.665.4565 65.6382 v •215-665.4564 com. 216-665.1269.. 21.6y668.1239 09 74 Mng Dir, :com ,617-367-3278 ,nom Admin Asst, 4' Finance Ave., 15th FI, 10022 15 Mng Dir, .com Mng Dir, oom Daniel Froehlich, VP, ' 212-888.2528 • dtroehl lch wl anney.com Elizabeth Charrlez, Admin Asst, 212-888-2629 • coharlez@lanney.com New Jersey Public Finance 1680 Route 206 North Bedminster, NJ'0792.1 . Vivian Altman, Mng Dir; 908.470-3176 Fax: 908.781-9690, valtman 3 janney,aom Rhoda Island Public' FJnanod One Turks Head' Place Ste. 700 .. Providonoe,RI 02903 Kimberly Welsh, Mng Dir, 401-831-8207 Fax: 401.455-0348 kwalah@janney.com • MUNICIPAL FIXED INCOME Dale Foard, Mng 'Dir &'Mgr, • 216.665.4521 • •• Fax:215.657.8648 • droard@jannoy,aom MUNICIPAL UNDERWRITING Matt Davis, Dir, 215.665.4418 • mdavis@janney.com Linda' Armstrong; Dir, 216-665.6523 tarmstrong@jannoy.cam Lauren Carter, VP, 215-665-1189 • Icarter@Janney.com . • . MUNICIPAL TRADING Tom 4ajus, Mng Dir, 215.665.6370 tbajus@'Janneycom Jenny Stark, Trader, PA & PR, 215-665.0375 Jstark@fanney.com . •MUNICIPAL NOTES Walter Webb, Trader, • Megan Mulvihill, Dtr; 646=840-4613 NJ,DE,VA,DC,MD,OH,SC;NC,GA,FL Fax:212.759-6215 & WV,• 215-665.6376 • ' mwulvihllt@janney,com wwebb2@janney.com Heather Stevens, Dir; Trader, 215-666-6370 hstevons@Janney.com David Quarello, VP, Trader, 216-665.4403 dquarollo etjan ney.com Roddy McGibbon, Muni Mktg Specialist, 215-665.6377 rmagib bon @Jan ney,can Pat Grimall, Sr Muni Mktg . Specialist, 215-665-6378 pgdmalt@lannay.com Tim Walker, Assoc, 215.665-6379 twaiker@jannoy,com • David Grimmig, Muni Trader, 216-665.6565 dgrimmlgOianney,com Brendan Shanahan, Muni Trader, DEALERS & UNDERWRITERS PENNSYLVANIA Philadelphia 646-840-4614 • bshanahan @lanney,com Melissa Pressley, Opers, 215-665.6587 mpreesley@ianney,00m MUNICIPAL INSTITUTIONAL SALES Mark Grimmlg, Mng Dir & Mgr, 646-840.3204 mgrlmmig@ Jan ney.com Mark Marlon, Mng Dir, 215.666 4555 mmerlon@lanney.com. Mark Nelson, Dir, 215.666.4553_ mnelson@Janney,coru Alan Latoff, Dir, 215.666.4437 aiatoft@Janney.com Joe Kotarra, Dir, 215-605.6384 Jkotarraeojanney.00m J. Wingerter, Dlr, 215.665.6216 jwingeder@janney,com Steve Kennedy, VP, 215.:665.1433 akennedy@Ianney.com. Carolyn 'Kesiner, Sr Sales Asst, 215-866.4557 okestner@janney,com David Axelrod, 215-572.7772' daxotrod@Jannoy:aom Mike Festa, Mng Dir, • 617.367-3271 mfesta@ianney,com • Dan Lang, Assoc, 617.367-3272 ' •dlang@Ianney,com Donna Swierskl, Dir, 312.283-8062 dswierskl@janney.cam ' • • Stove Wool, Dir, 312-283-8004 swooi@lannay,com. Matthew Liridaniulder, AVP, 312-705-4207 milndemuider@Janney.00m Brian Dimly, Sales Asst, 312-283.8072 boleary@lanney,com Paul Azzaro,' Pk, 904-280.4918 pexzaro@Janney,com MUNICIPAL FIXED INCOME ' MARKETING Tom BaJus, Mng DIY, 215-665-6370 tbajus®Janney.com . Pat Grimail, Dir,,215-665.6555 pgrImall@Janney.com.,, • Hoather.Stevens,.D1r, Trader, 215-895.6370 nstovensaiannay.com Roddy McGibbon, VP, ., 215-665-63.77 . rmcglbb om t lariney:corn Tim' Walker,'Assac, 215.865.6379 tweiker@lanney.com • Melissa,Pressley, Opera, •215-665-6567' mpressley@Janney.00m • FIXED INCOME,RESEARCH & STRATEGY Alan Schenkel, Mng Dir, 216-665-6088 Listing continued & o d 'Buyer's. Municipal Marketplace® Spring 2012 'www,rnunirnarketplace.corn 201. DPALERS• & UNDERWRITERS P.ENNSVLVANIA .Philadelphia JANNEY MONTGOMEtY SCOTT LLC cont, aschankotC9Janney,com , Guy LoBas, Mng Dir," 215.666-6034 globas©jannoy,com . Tom Koxl'ik, Dir, Muni Credit' Analyst, 215.665.4422 tkozflkC Janney.cora JodyKrieger, Credit Analyst, 2'15.665.6191 Jkrleger,Jannsy,com Jill Kalani,.Assoc, 216.665.1142 jkalani@Janney,gom Anup Goswami, Credit Analyst, 646-840-3206,. agoswami®jannoy,com, BRANCH OFFICES; CA: San Franctsoo . CT: Darien, Fairfield,. Glastonbury, Hartford, New Haven, New.. •: London, West Hartford. DE: Greenville . . . DC: Washington FL: Aventuray Boca Reton,.Ft.' Lauderdale, Palm • Beach Gardens, Ponte Vedra'Beach, Stuart GA: Atlanta IL: Chicago MD: Baltimore, Towson' ' MA: Boston, banvera, 'Falmouth, Norwell, Osteryille', NJ: Bedminster, .Edison„ Hackensack,'Haddonfleld, Linwood, --Margate, ;Marlton,. Mt: Laurel, Red Bank,. Toms River, Upper Saddle Rivera NY: Albany, Broadway, Brooklyn, East Hampton,; Garden City, Great:Neck, Hauppauge; Johnston, Lake Placid, . Melville, Midtown; Saratoga Springs, Skaneateles, Syracuse; Tarrytewh, Williamsville NC: Charlotte,Raleigh OH: Chillicothe, Cleveland, Elyria, Mansfleld,.:M'arletta, Salem PA: Allentown; Beaver, • .. Bethlehem,' BlOonisburg, Blue Bell, Bryn Mawr; Clarion, Doylestown, `DuBois;" Hazleton,'Kingstort',' '• Lancaster, Lemoyne, Ligonier, McMurray, Meadville; ,Media,. New Castle, New i-iep6; ,' Newtown/Yardley, 011 City, Philadelphia, Pittsburgh; .. Pottstown, Radnor, Reading, Scranton, Sunbury, Uniontown, Valley Forge, West Chester, Wexford, Williamsport, Wyncote, York, RI: Providence SO: Spartanburg VA: Riohmond WV: Charleston LOOP CAPITAL' • MARKETS, LLC: Member: SIFMA FINRA SIPC Two Penn Center, 1600 John F. Kennedy Blvd. Ste. 200 Philadelphia; PA 19102.: Tel: 216-854.0404 Fax: 215-854-6382 www.loopcapitai.co•m DTC: 0443 NSCC: 0443'• •. Alpha: LOOP Tax iD: 36.4104012 Clear Thru: Pershing MUNICIPAL BOND DIVISION James Reynolds, Jr., CFA, Chair & CEO, 312.913.4901.. , Fax: 312-922-7137., jlm. reynolds ©loopcap italcom Albert Grace, Jr., -Pros, 312-913.4905 . Fax: 312.922.7137 albort.gracegloopcapitgi.com Wanda White, Exeo Asst, 312-913-4921 Fax: 312.922.7137 wande.whitoOloopcapltahoorn INVESTMENT BANKING James Reynolds, Jr., CFA, .Chair•& CEO, 312-913-4901 Fax: 312-922.7137 Jlm:reynolds@loopcapltal,com': Deborah Knox, SVP, 312.913-5692 Fax: 312-913.4927 ' daborah. knox@ loopcapltal.00m Frank Oh, Mng Dir; 212-70.1-8723 Fax: 212-619.4274- frank,oh©loopoapitaLcom Joyce Davis, Admin Asst, 312-913-2264 • . Fax: 312-9.13-4927, Joyoe.davls@ Ioopcapltai.cam Rasheia Johnson, VP, 215-854.6404 Fax: 215.854.6382 ranhern.johnson@loopoapItal.com BRANCH OFFICES:' CA: Los Angeles, Oakland, San Francisco . CO: Denver CT: Hartford DC; 'Washington FL: Oriando, Tampa, West: Palm Beach . IN: Indianapolis LA: New Orleans MD: Baltimore MI: Detroit .. NJ: Newark. NY: Now York OH: Cleveland PA: Philadelphia 202 The Bead Buyer's Municipal Marketplace® Spring 2012. TX: Dallas, Houstoni'8 OPPENHCIMRB• &'C Issue Specialization:4, .5 Education, En orint Facilities, General; P' Health Care, Hotisln; Industrial Doff, l u1illc Facilities, Transpotlt.', Utilities Member: SIFMA FINRA 1818 Market St, Ste. 2430. Philadelphia,PA 1910,8ii Tel: 215.65642842 Fax: 215.666.2838';`"• www,opco.com DTC: 0571 NSCO: 05'71' Alpha: OPCO Tax ID: 13-5657518„•.;' Experience: Underklter` INSTITUTIONAL SALES Cynthia Henry,,Insi.S'al 215.340-;6635 • Fax: 215-230.3427 cynih la.pinto & apoononn MUNICIPAL. BOND:IDE Sheryl Barbin, Sr.•Dir;';; 215-656.2842 Fax: 215-656.2836 .: �'•; sheryi.barbin 5opco.54Yn;- Carol Lancaster,Dir,, 21 Fax: 216.656-2838' ;;':;:; oarol.lancaster' opcoV MUNICIPAL NOTS',P.. FINANCE Al Flaltas, SVP ,& Wing: 218-656-2894,„; ;• Fax: 215.656.2838 aimeriasroopoo;com:::: ;,,_ Charles Ziese; Mng"DIY;'. 215-666-2833 Fax: 2154656-2896.:. charles.ziescc opgo;pornl Darren Smith, Sr Dirt; 216-656.2893 Fax:215.656.2838 darron.smith @ opco.00, ,www,munimarketpl,a,ce RAY & CO. Ization: • Electric_ Power, ntal Facilities, Purpose, .Health. Care, Industrial Dev, •Pubilo Transportation; FINRA`SIPC $t. Square PA 19103 y.den1 Minneapolis, MN CE n ng DI , 257 615.9099 . Mng Dir; ' 1376 placom - n, SVP; noplc.00m 8pJo,corn .. YLVANIA A FINRA SIPC 2 l st Fi. PA 19103 25 rwrlter. • . BANKING' .%lar, Jr., Mng Dir, pa1o,com • Mng Dir; pxrc.com 911, Mng'Dir,' III, Mng Dir, • corn Mng Dir, Jason.froxsil19 Christopher Tu 215-585.640 christopheraucl Christopher He 215:685.124 christaphar.hot Jeffrey D. Mills leffrey.mlllo@pr Niohoias Tripici 216-585.7411 nlohoias,triploiai Michael C. Gat, 215.585.438E michael.gaugha Kimberly Wagri' 215-585 1324 klmbofty.wegnot -MUNICIPAL bE R. Kyle Patine, 215-685.1204 Fax: 215-585-1' ' kyle.patlno5pnc MUNICIPAL TR, UNDERWRiTiNI REMARKETING Tel: 216-585-14, Fax:215-585.14 Shahln Zandfard Mark DeNlck, Mi Michael Gilmore, Trading Adam Maisano,' brita Bell, Analye Steven Ciminero, Matthew Sohiavi, Trading Anthony Taormin PHILADELPHIA 1 MUNI BOND SAL Shahin Zandfard, 215.585-1441 David W Williams 215.685.052 Deborah Audino, Short -Tenn Salt Chad Lindgren, Si Shoff -Term Salt QUOIN CAPITA issue 9peoializat; Education; He Transportatlor Member: FINPA S 1615 Market St., S. Philadelphia, PA 1 Tel: 215-564.1222 Fax: 216.564-1799 Email: quolnuna@quo www.quoincapital,c DTC: 0309 NSCC: OU01 Tax iD: 11.3725671 Clear Thru: First St Corporation nd Buyer's Municipal'Marketplace .LENS & UNDERWRITERS INSYLVANEA Media ARO JONES coot_ Sugarloaf, Tamaqua, Titusville, Trappe, Uniontown, Washington, Washington Crossing, Waynesboro, Waynesburg, West Chester, Whitehall, Wilkes-Barre, Williamsport, Wynnewood, Wyomissing, Yardley, York, Zelienopie 'hiladelphia IK OF AMERICA ;RILL LYNCH °II Lynch, Pierce, Fenner & inc. Market St. delphia, PA 19103 215 116-7066 215 146-7045 .mLcom LIC FINANCE GROUP ty Bellwoar, Mng Dir, 5-446-7042 Griffith, Mng Dir, 5 146 7015 I Rein, Mng Dir, 215-446-7078 z A. Saggionto, Mng Dir, 5-446-7075 -ne P. Spinelli, Mng Dir, 5-446-7018 Gentzel, VP, 215-446-7027 Matozzo, VP, 215-446-7019 fray Hoyes, Assoc, 5-446-7020 _T CAPITAL MARKETS 4sion of Scott & Stringfellow, Specialization: Education, General Purpose, -iealth Care, Housing, ndustrial Dev, Public 'edifies, Transportation, Jtilities ben_ SIFMA FINRA ISDA Penn Ctr_, Ste. 200 delphia, PA 19102 .315-854-6428 626-605-8573 h btcapital markets.com 0702 0702 D: 54-0294670 s P. Bodine, Mng Dir, 3-854-6428 ine@bbandtan:com CABRERA CAPITAL MARKETS, LLC Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member- FINRA SIPC MSRB 1500 Market St. 12th FI. East Tower Philadelphia, PA 19102-2107 Tel: 215-246-3417 Fax: 215-665-5686 www.cabreracepitatcom DTC: 0443 NSCC: CABR Tax ID: 01-0892965 Clear Thru: Pershing, LLC and others Martin Cabrera, Jr_, CEO, 312-236-6888 mcabreradcabreracapitatcom PUBLIC FINANCE Robert libertini, Sr Mng Dir, 312-795-8912 rtbertin i @ cab reracapitalco m David S. Gonzalez, VP, 215-246-3417 dgonzaleztticabreracapitaIcom CITJ Formerly: Citigroup Corporate and Investment Banking Issue Specialization: Education, Electric Power, Environmental Facrhifies, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member SIFMA FINRA SIPC One Liberty Place 1650 Market St, 43rd FL Philadelphia, PA 19103 Fax: 215-563-7881 Tax ID: 13-1912900 Experience: Underwrker Main Office: New York, NY MUNI TRADING & UNDERWRITING Tel: 215-854-6075 Robert G. Uttal, Dir & Mgr bob-uttal@citi.00m Cheri Mitchell, Dir, 610-408-1922 cheri.miicheti @ ci 6. co m MUNICIPAL RETAIL SALES & MARKETING Tel: 215-854-6074 Ned Geiger, Dir & Mgr ned.geiger@ciU.com Bryan Favilla bryan.faviRa@ citrcom PUBUC FINANCE Tel: 215-854-6036 Fax: 215-563-7881 John D. Miller, Mng Dir john.d.miller@citLcom Christopher W. McNichol, chris.mcnrchol @citi.com Jessica Donnelly, Dir jessicar donnelly@ali com Kiraten Krug, Dir ldrsten.e.krug@citi.com Vic Radina, Dir victor.rad i na@ citicom Christopher Beacham, A chriatopher beacham@cltl. Brendan Mannion, Analya brendan.mannion@c ilLcarn DREXEL HAMILTON, Issue Specialization: Education. Electric Pa Environmental Facli( General Purpose, He Housing, Industrial I) Facilities, Transportall Utilities Member SIFMA ISDA SI 2000 Market St Philadelphia, PA 19103 Tel: 215-988-9888 www.drexelhamilton.coin DTC: 0443 Alpha: DREX Tax ID: 20-8032934 Clear Thnr: Pershing LLO ;. Income Goldman Sachs Execution Clearing - Equity Cauldoe Quinn, CFO, 215-988-8300 Fax 215-988-9808 - cquirtn'3 drexelhamlton.coni Harry J_ Gobora, COO, 215-988-0441 Fax 215-988-9808 hgobo ra @ drexe lhemiltan.cOM John Riley, SVP, 404-2101_ Fax: 215-988-9808 jrirey©drexe!hamltoncom Bernard Ward, SVP, 215-9 Fax: 215-988-9808 bward @drexetharrlilton.com Fred Phelan, VP, 215-988- Fax: 215-988-9808 tphetan@drexelhar, ilton.cori MONTGOMERY I:LC !lnllzation: tilinn, Electric Power, natontal Facilities, till Purpose, Health Care, ie. Industrial Dev, Public , Transportation, If MA FINRA liitr, PA 19103 ilia, I1000 tin 6397 r t-8648 :om IY 14/131260 I lnderwriter TIME CAPITAL a,yk, Mng Dir, ;t i1140 t8t-8648 nnlioy.cor riiiir, Admin Asst, h 4:381 eivonny_com INANCE milt4528 4111-9943 lonson, Mng Dir & Mgr, •1525 Inuney.com oily, Mng Dir, 6382 i3nrlPy.com ne. Mng Dir, Ili 4587 lnlnrey.com Ilion, Dir, 215-665-4565 ttlaiutoy.com 31Faatmaid, VP, 215-665-4564 rtk lsjanney.com tlinn, VP, 215-665-1269 ivatminey.00m relinr, Analyst, oft-435 i ti lhnitey.00m t:k, Analyst, -1235 eimmey com !AIL Admin Asst, itF.4528 e ny.com Public Finance alit St., Ste. 3100 alb, PA 15219 h12-8013 662--8007 nnur, Mng Dir, i 1 hn'-8006 mirna trnney.com tent, Dir, 412-562-8233 rt ihlni iney.com a I'Iriliips; Dir, 412-562-8067 itndrjanney.corn Kathy Hanna, Analyst, 412-562-8013 khanna@janney.com Boston Public Finance 60 State St., 35th FL Boston, MA 02109 Tel: 617-557-2974 Fax: 617-367-1153 Kimberly Welsh, Mng Dir, 617-557-2973 kwelsh@janney.com Sara Desens, VP, 617-367-3276 sdesens@janney.com Sharon Flynn, Admin Asst, 617-557-2974 ailynn@janney.cam New York Public Finance 575 Lexington Ave., 15th FL New York, NY 10022 Tel: 212-888-2529 Fax: 212-759-6215 Vivian Aitrnan, Mng Dir, 646-840-3202 908-470-3178 valtman@janney.com Joseph Bosch, Mng Dir 212 888-2527 jbosch@janney.com Elizabeth Caputo, Dir, 646-840-3211 ecaputo@janney_com Daniel Froehlich, VP, 212-888-2528 dfroehlich @janney.com Steve Nelson, -VP, 212-888-2622 snelson8janney.com Elizabeth Charriez, Admin Asst, 212-888-2529 echartiez@ janney.Com New Jersey Public Finance 1580 Route 206 North Bedminster, NJ 07921 Vivian Altman, Mng Dir, 908-470-3178 Fax: 908-781-9690 valtnan@janney.com Rhode Island Public Finance One Turks Head Place Ste. 700 Providence, RI 02903 Kimberly Welsh, Mng Dir, 401-831-8207 Fax: 401-455-0348 kwelsh@janney.com MUNICIPAL FIXED INCOME Dale Foard, Mng Dir & Mgr, 215-665-4521 Fax: 215-557-8648 dfoard@jenney.com MUNICIPAL UNDERWRITING Matt Davis, Dir, 215-665-6521 mdavis@janney.com Linda Armstrong, Dir, 215-665-6521 larrnsirong@jartney.com DEALERS & UNDERWRITERS PENNSYLVANIA Philadelphia Lauren Carter, VP, 215-665-6521 Icarter@janney.com MUNICIPAL TRADING Tom Bajus, Mng Dir, 215-665-6370 ibajus@janney.com Jenny Stark, Trader, PA & PR, 215-865-6370 jstark48anneycom Walter Webb, Trader, N J, D E, V A, D C,M D, O H, S C, N C, GA, F L & WV, 215-665-6370 wwebb2@janney.com Heather Stevens, Dir, Trader, 215-665-6370 hstevens@janney.com David Quarelto, VP, Trader, 215-665-M, 70 dquarello@janney.com Roddy McGibbon, Muni Mktg Specialist, 215-665-6370 rmcgbbort@janney.com Pat Grimait, Sr Muni Mktg Specialist, 215-665-6370 pgrirnail@ianney.com Tim Walker, Assoc, 215-665-6370 twalker@janney.com David Grimmig, Muni Trader, 215-665-6555 dgr1mmig@janney.com Brendan Shanahan, Muni Trader, 646-840-4614 bshanahan @Ianney_com Melissa Pressley, Opers, 215-665-6587 mpreslay@janney.cam MUNICIPAL INSTITUTIONAL SALES Mark Grimmig, Mng Dir & Mgr, 646-840-3204 mgrimmig@janneycom Mark Marion, Mng Dir, 215-665-4555 nmtarion @ jan ney.00rn Mark Nelson, Dir, 215-665-4553 mnelson@Janney-com Alan Latoff, Dir, 215-665 1437 alatoil@fenney.com Joe Kotarra, Dir, 215-665-4437 jkotarra@janney.com J. Wingerter, Dir, 215-665-6216 jwingerter@ janney.com Steve Kennedy, VP,215-665-1433 skennedy@janney.com Carolyn Kestner, Sr Sales Asst, 215-665-4557 . Ckestner@janney.com Kyle Kucharski, Sales Asst, 215-665-6380 kkucharsla @jann ey.cc m Mike Festa, Mng Dir, 617-367-3271 mfesta@janney.com Dan Lang, Assoc, 617-367-3272 dlang@janneycom Donna Swierski, Dir, 312 283-8062 dswierski@janney.com Listing can&rued t EALERS &' UNDERWRITERS PENNSYLVANIA `Philadelphia JANNSY MONTQOMERY SCOTl'. LLC cont. Steve Wool, Dir, 312-263-8064 swoot@lanney.com Matthew Llndomuider, AVPt 312-705-4207 • mtlndemulder@lanney.com Brian Cleary, Sales Asst; • 312-283.8072 boieary@ianneycom • Paul Azzaro, Dir, 904-280.4918 pazzaro@Janney.com MUNICIPAL NOTES Megan Mulvihill, Dir, 646-84.0.4613 Fax: 212-759-6215 ' mmulvlhlli e Janney.com MUNICIPAL FIXED INCOME MARKETING Tom Bajus; Mng Dir, 215.665-6370 tbaius@lenney.com Pat Grlmall,'Sr Muni Mktg Specialist, 216-665-6370 pgrImall@lanney.c m Dlr,'TCad'er, Heather•Stevens, 215-665.6370 • hstevens@Janney com' Roddy McGibbon VP; Muni Mktg Specialist, 215 665.6370' rmcgibban@lanneydom• ' Tim'Watker, Assoc,•216.665•6370 twatkarOtanney.com�' Melissa Pressley, peTB, 215-665,6587 mpressiey@lanney.com TAXABLE RESEARCF'I.& • STRATEGY GUY LeBas, Mng Dlr & Mgr; 215-665-6034 giebas@Janneycom Jody Lurie, Credit.Analyst, • 215-665.6191 Jlurle@tanney.com '• • Jill Kalani, •Assoc, 215.665-1142 JkaI 1I8fanney.com ..: .'. Caesar'SJlvestro; Sr. Credit Analyst; 646-840-3212 • • ' csllvestro @ l anney.bom Meredith Contente; Credit • Research, 646.840.3205 • mcontente@lanney.com MUNICIPAL RESEARCH &' STRATEGY Alan Schankel, Mng DIr,, 215-865.6088 • • aschankel@Janneycorn Torn Kozltk, Dir, Munl, Credk Analyst, 215=665.4422 tkoziik@tanneyconr BRANCH OFFICES;'..' CA; San Francisca' • CT; Darien, Fairfield, Glasfonbury,, Hartford, Now Haven, News,. London, West Hartford DC: 'Washington; . , • FL: Aventura, Boca Raton';' Ft•.' Lauderdale, Palm Beach! • Gardens, Ponte Vedra Beach,, Stuart GA: Atlanta . • IL: Chicago MD:. Baltimore, Towson MA: Boston, Danvers, Falmouth, Norwell, Ostervtlle NJ: Bedminster, Edison, Hackensack, Hadcionttetd, Linwood, Margate, Marlton, Tos Mt: Laurr, Upl, Red Bank, p0 Saddle River River, pp NY: Albany, BroadwaY,.l3rooktyn, East Hampton, Garden City; Great Neck, Hauppauge, .Johnston, Lake Placid, Melville, Midtown, Saratoga, Springs, Skaneateles,• Syracuse, Tarrytown, Williamsville NC: Charlotte, Raleigh 011. Chillicothe, Cleveland, Eiyrta, Mansfield, Marietta,'salem . PA: Allentown, Beaver, • Bethlehem, Blue pelf, Bryn Mawr, Clarion,;Doylestown,• • DuBois, Hazleton, Kingston, Lancaster, Lemoyne, Ligonier, McMurray, Meadville, Media,' New Castle, Now Hope, . Newtown/Yardley, Oil City, Philadelphia, Pittsburgh, • Pottstown, Radnor). Reading, Scranton, Sunbury, �or • • .Unlontown, Valley g West Chester, Wexford,Yark Wllliamspott Wyncote, RI: Providence SC; Aiken, Spartanburg VA; Richmond WV; Charleston Aitbett. Grace.; Jr,; ties, 312-913-4905 Fax: 312-922-71 V alb ert.grace @ loopcapltat.com Wanda White, Exec Asst, 312-913-49 7 37 Faic 12'9 eplvopoaplial,abnt wanda.wY . INVESTMENT BANKING James Reynolds, Jr., •CFA, CEO, 312.91.3.4901 Fax: 312-9221713tl "''Itai,cbm:' Jim.ro holds@lonp ap 31em Deborah Knox, SVP, . 2-9 Fax: 312-913,4927 • " deh orah,knox 0loopoapital Frank Oh,•Mng D1r, 212-7 Fax: 212-619-4274 rank.ohC4loopmittalmorn Joyce Davis, Admin Asst♦'' 312-913-2264 • Fax: oe.. av9lsdfoopcapttrat, Rashela Johnson, VP, 215-654-6404 Fax: 215,854.6382 rasheta.Johnso n 5l dos BRANCH .OFFICES; .. CA: Los Angeles, .Oa Francisco CO; Denver Hartford DC: Washington FL; Orlando, Tampa,, Beach Jty; • .lndlanapalls ,a LA: New Orleans MD; Baltimore. MI: Detroit NJ: Newark NY; . New York OH; Cleveland PA: Phtladelphta ' TX: Dallas, Houston Member: SiFMA FINRA SIP° Two Penn Center • Blvd. 1500 John F. Kennedy Ste. 200 PA 19102 Philadelphia, Tel: 2i 5.854-6404• Fax: 216.664-6382 www.loopoapital.com' DTC: 0443 NSCC: 0443 Alpha; LOOP Tax ID: 36-4164012.' Clear Thru: Pershing MUNICIPAL BOND DIVISION James Reynolds, yn ids Jr. CFA, Chair & CEO, Fax:312-922-7137 tim.reynolds@loopoapttal.obm OPPENHEINIEs &'`• f§sue Specta►iz hv8, Education; E Faculties, Gene. Health Care,,' Industrial Dev, •P Facllitles, Trap Ulllitlas Member: SIFMA PIN 18'18 Market St. Ste, 2430 PA 19; Philadelphia, Tel: 215-656.2896' Fax: 2i5-856-2838. www,opce.c'0nl • DTC; 0571 ' NSCC; 0571 Alpha: OPCO Tax 1D; 13-56676''1 Experience: Unde aE; Greenville 212 The Pond 13ixyer's' luntcipat Marketplace® Fall 2012 www.rnuninaar cetp "a Henry, iast•: „5-340-6635 • 215.2303427 -a.pinteCopc°.com . OPAL NOTE PUBLIC 10E ,SVP&Mng 01r, 2896 5-656.2836 Bopco.cam Smith, Sr Dir, 2896 8 2838 ltrgopco.com FRAY & CO, salizatlon: "on, Electric Power, tal Facilities, Purpose, Health Care, Industrial Dev, Puhilo Transportation, FINRA SIPC• 19103 :.com ika, MN i-6i5.9099 I3f Ii Far 2146e5-5$25' DTC: 2835 NSCC: 2835 Tax ID;20-371913E Experience; linden INVESTMENT BAP Robert e. Dailey, I+ 215-585.7357 robertdailey@pnc.t William J. Carlin, 215.586.7373 williem.cariin @ pnc, Rebecca C. Della, 215-585.7350 rebecca.delia@pn. Mark F, Quinn, i!1 216-585-1245 marlcqulnn@pnc,r Jason Traxeli, Mt 215.685-4330 Jason.troxetl@pnc Christopher TucP 215.585-6407 ehristophor,tuoke Christopher Hoff 216-585-1244 christopher.hoffe Nloholas Triptcit 2,15-565.741 E nicholas.tripiclar Michael C. Gau 215-585-4381 mlohael.gaugha Danielle Kauftn 215.585-110 daniolle.kauftm Kimberly Wagr 215-585-132 kimberlywagn. MUNICIPAL C R. Kyle Patin( 215.585.121 Fax; 215-565• kyle.patlno@1 MUNICIPAL - UNDERWRI1 REMARKETI Tel: 215-585• Fax; 215.581 Shahin, Zand Mark DeNicl Michael Gin Trading Adam MaLs Ste Bell, A Steven C1m Matthew Sc Trading Anthony Te PHIIADELI icipal Mark Affidavit of Compliance COMMOMWEALTH OF PENNSYLVANIA COUNTY OF PHILADELPHIA AFFIDAVIT OF MEGAN MULVIHILL I, Megan Mulvihill, hereby declare and state as follows: 1. I am competent and authorized to make this Affidavit 2. I am the Managing Director, and Head of Public Finance of Janney Montgomery Scott LLC ("Janney"), and have a business address of 1717 Arch Street, Philadelphia PA 19103. 3. I verify that the statement made herein are true and correct to the best of my knowledge, information and belief. 4. I submit this affidavit in connection with Janney's City of Miami Florida Request for Qualifications. 5. Janney is in compliance with the Minimum Requirements and Pre -requisites as stated in Section 2.9 of the Request for Qualifications. 6. The Bond Buyer's Municipal Marketplace Directory (the Red Book) maintains records from 1972 and Janney has been listed in the Red Book since 1972. 7. Janney is current and in compliance with all filing requirements. Further, Janney's respective officers, directors, employees or agents have not made any contributions or undertaken any actions in violation of Rule G-37 which may serve to disqualify the Proposer from acting as underwriter to the City. 8. Janney's most recent G-37 filing is included with this submission. 9. Janney carries any and all necessary licenses and authorizations to act as an underwriter of municipal debt in the State of Florida. Further, if selected, Janney shall maintain such licenses and authorizations as required to complete the Engagement. 10. Janney is registered with the Financial Industry Regulatory Authority (FINRA), the Securities and Exchange Commission and the Municipal Securities Rulemaking Board. 11. Janney is registered as a Broker -Dealer with the State of Florida. 12. Janney is properly licensed to conduct business in the State of Florida and has more than five years of experience in bond underwriting services. 13. Janney has sufficient financial support, personnel, and organization to ensure that it can satisfactorily execute the services if awarded a Contract/Agreement under the terms and conditions of the Request for Qualifications. 14. Janney has no record of judgments, bankruptcies, pending lawsuits against the City or criminal activities involving moral turpitude and does not have any conflicts of interest that have not been waived by the City Commission. 15. Neither Janney, nor any principal, officer, or stockholder of Proposer(s) is in arrears or in default of any debt or contract involving the City, (as a party to a contract, or otherwise); nor has failed to perform faithfully on any previous contract with the City. I hereby state that the foregoing information is true and correct. Megan Y)ulvihill Managing Director, Head of Public Finance Executed on December 15, 2015 Sworn to and subscribed before Me on this 15th day of December, 2015 Notary blic My Commission Expires: d 4a 3, cU / 9 COMMONWEALTH OF PENNSYLVANIA NOTARIAL SEAL BRIGID E. LAU, Notary Public City of Philadelphia, Phila. County My Commisston ExpiresAugust23, 2019 Exhibit 5 Applicable Licenses and Certifications State of Deiazvare Office of the Secretary of State PAGE 1 I,, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY "JANNEY MONTGOMERY SCOTT LLC" IS DULY FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND RAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE THIRTIETH DAY OF AUGUST, A.D. 1999. AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL REPORTS HAVE BEEN FILED TO DATE. AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES RAVE BEEN PAID TO DATE. 0260204 '8300 991361228 Edward J, Freed, Secretary of ytaa : 9945347 AUTHENTICATION: DATE: 08-30—,,99 State of Delaware Office of the Secretary of State PAGE 2 I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF "JANNEY MONTGOMERY SCOTT LLC" FILED IN THIS OFFICE ON THE THE TWENTY-SEVENTH DAY OF AUGUST, A.D. 1999, AT 1:30 O'CLOCK P.M. 0260204 8100V 991359848 Edzvard J. Freel, Secretary of State AUTHENTICATION: DATE: 9945043 08-30-99 CERTIFICATE OF FORMATION of JANNEY MONTGOMERY SCOTT LLC The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto), hereby certifies that: 1. The name of the limited liability company is Janney Montgomery Scott LLC (the "Company") 2. The address of the Company's registered office in the State of Delaware is c/o Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, 19805. The name of the Company's registered agent at such address is The Corporation Trust Company. IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Janney Montgomery Scott LLC as of this 27th day of August, 1999. es W. Wolitarslry 'or Vice President 1•NY:1406590.1 hief Financial Officer www.finra.oro/brokercheck Firm Operations Registrations This section provides information about the regulators (Securities and Exchange Commission (SEC), self -regulatory organizations (SROs), and U.S. states and territories) with which the brokerage firm is currently registered and licensed, the date the license became effective, and certain information about the firm's SEC registration. This firm is currently registered with the SEC, 4 SROs and 53 U.S. states and territories. Federal Regulator Status SEC Registration Questions This firm is registered with the SEC as: A broker -dealer: Yes A broker -dealer and government securities broker or dealer: Yes A government securities, broker or dealer only: No This firm has ceased activity as a govemment securities broker or dealer: No Self -Regulatory Organization NASDAQ Stock Market New York Stock Exchange Approved Date Effective Date Effective 01( 07/12/2006 '1 01/2008 11/17/1982 User Guidance F nr� ©2015 FINRA. All rights reserved. Report# 63315-91884 about JANNEY MONTGOMERY SCOTT LLC. Data current as of Friday, December 11, 2015. 10 www.finra.orq/brokercheck Firm Operations Registrations (continued) U.S. States & Territories Alaska Arkansas a�a Colorado Ci Delaware Florida G Hawaii Illinois lndiada, Iowa Isa�s Kentucky Maine Massachusetts Mi Minnesota Missouri Nebraska New Hampshire New Mexico • Status Approved oYed; Approved Approved Approved ved Approved proved proved Approved Approved Approved irovetl Approved „ Approve Approved Approved proveel Approved Approved Approved Approved ov Approved Approve Approved r; Date Effective 08/12/1988 02/01/1989 11 02/01/1983 03/10119 1 10/06/1981 1/ 5 04/27/1983 0 1 ' 09/23/1:999 09/23/1966 07/14/1983 07116/1982 02/09/1984 07/31/1981 07/15/1982 10/08/1981 02/02/1983 10/07/1981 U.S. States & Territories North Carolina Ohio Oregon Puerto Rico R o€ e l'slapd' i!' South Carolina Sot�rrt'r Tennessee Utah Virgin islands ashington Wisconsin 111 rr,4 Status Approved Approved gave Approved A�ppr Approved Approved ro• Approved Approved Approved wl i Approved /Iroved, Approved Date Effective 07/15/1982 07/16/1982 10/24/1981 09/01/1984 10/28/198'1 08/17/1981 04/21/1983 03/15/2007 04/20/1983 11/23/1983 ©2015 FINRA. All rights reserved. Report# 63315-91884 about JANNEY MONTGOMERY SCOTT LLC. Data current as of Friday, December 11, 2015. User Guidance 11 A DEPARTMENT of FIN C JANNEY MONTGOMERY SCOTT, LLC ONE SARASOTATOWER 2 N. TAMIAMI TRAIL, SUITE 608 Agency License Number L085708 Location Number: 251093 Issued On 09/30/2013 Pursuant To Section 626.382, Florida Statutes, This Agency's License Will Expire On 09/30/2016 Pursuant To Section 626.747, Florida Statutes, This Agency Shall Be In The Active Full -Time Charge Of A Licensed General Lines Agent Or Life Or Health Agent Who Is Appointed To Represent One Or More Insurers. Pursuant To Section 626_172, Florida Statutes, EachAgency Shall Display The License Or Registration Prominently InAManner That Makes It Clearly Visible To Any Customer Or Potential Customer Who Enters The Agency. 2ro‘ JeffAtwater Chief Financial Officer State of Florida. olhmlf aehs Request for Qualifications for Municipal Bond Underwriting Services (521381,1) ityo is December 16, 2015 Goldman, Sachs & Co. 200 West Street, 32nd Floor New York, NY 10281 Goldman, Sachs & Co. 1200 West Street I New York, New York 10282 Tel. 212-902-1000 Federal Tax ID: 13-5108880 s December 16, 2015 Yadissa Calderon City of Miami - City Clerk 3500 Pan American Drive Miami FL 33133 US Dear Ms. Calderon: We are pleased to submit Goldman, Sachs & Co.'s ("Goldman Sachs" or Firm") proposal to serve as an underwriter for the City of Miami ("City") pursuant to your Request for Statement of Qualifications ("RFQ") — Request for Qualifications for Municipal Bond Underwriting Services, 521381,1. The Firm wishes to be considered for all bond pools based on the experience we present herein. Additionally, while we believe the Firm's qualifications and experience make us well suited to serve as senior manager in any or all of the pools, we would request consideration for, and would be honored to serve the City in, any role (co - senior and co -manager, as well as lead underwriter) in your underwriting syndicates. • Value-added debt structuring approaches: The Goldman Sachs team has had opportunities to transact some of the most innovative and complicated financings within the State of Florida. A central reason for our success is the thoughtfulness and technical abilities we bring to the table. As a result of this RFP process, we hope to have the opportunity to apply our value-added structuring ideas to the City's bonds in the future just as we have been able to do on past transactions for Miami -Dade County, the State of Florida and other issuers in the State. • Credit -Focused Marketing Approach: Our approach to marketing the City's bonds recognizes that ratings are no longer sufficient information to drive investment decisions on a financing. In a changed municipal market, it is increasingly important for issuers to be guided by an experienced underwriter who understands how to execute a carefully tailored marketing program. If selected, we will work with the City to create a marketing program that brings investors far beyond the standard metrics published by the rating agencies. Through memos, one-on-one calls, sales force teach -ins, and potential investor roadshows, we would seek to educate our internal sales team, other managers, and potential investors regarding the strengths and improved performance of the City's credit. We believe that this is particularly true for the City, as it aims to emphasize the positive credit changes in recent years. • Underwriting and Distribution Strengths: The Firm has a track record of success in marketing, selling, and trading bonds for our clients. Any transaction that Goldman Sachs has the privilege of executing on behalf of the City will be managed by the Co -Heads of our Municipal Syndicate, Ed Droesch and Bervan Yeh. Through their management, the City would benefit from the Firm's broad and multi -faceted sales force, comprised of a global network of institutional sales professionals, and a diversified network of retail professionals which includes specific sales coverage for SMAs, full access to traditional retail buyers, and over 449 Private Wealth Advisors whose clients are high net worth individuals. • Commitment to Public Finance and Financial Strength of Goldman Sachs — The Public Sector and Infrastructure Banking Group has been an integral part of the firm for well over 50 years. Goldman Sachs has consistently maintained a strong capital position with over $13.4 billion in excess net capital as of September 2015. Goldman Sachs has a long track record of using our balance sheet to support our public sector clients' offerings by underwriting unsold balances as deemed appropriate, having underwritten over $4 billion across 102 transactions since 2012. N(otdmna"l' aClls David Levy, Carlos Pineiro and Francisco Brugueras will serve as the primary Goldman Sachs professionals working with the City. In this role, they will be the day-to-day contact for the City. David's role as the head of municipal banking in the southeast region will help the City receive the highest level of resource dedication and commitment from the Firm. Contact information for Mr. Levy and Mr. Pineiro is listed below. Please do not hesitate to contact us with any questions. Thank you for your time and thoughtful consideration. Regards, David A. Levy Managing Director 4, )3 Goldman, Sachs & Co. 200 West Street, 32nd Floor New York, NY 10282 david.a.levy(a gs.com Phone: 212-902-6495 Fax: 212-256-6277 Carlos Pineiro Vice President Goldman, Sachs & Co. 71 South Wacker Dr, Suite 500 Chicago, IL 60606 carlos.pineiro @,,gs.com Phone: 312-655-6156 Fax: 212-256-6299 Certification Statement Please quote on this form, if applicable, net prices for the item(s) listed. Return signed original and retain a copy for your files. Prices should include all costs, including transportation to destination. The City reserves the right to accept or reject all or any part of this submission. Prices should be firm for a minimum of 180 days following the time set for closing of the submissions, In the event of errors in extension of totals, the unit prices shall govern in determining the quoted prices. We (I) certify that we have read your solicitation, completed the necessary documents, and propose to furnish and deliver, F.O.B. DESTINATION, the items or services specified herein. The undersigned hereby certifies that neither the contractual party nor any of its principal owners or personnel have been convicted of any of the violations, or debarred or suspended as set in section 18-107 or Ordinance No. 12271. All exceptions to this submission have been documented in the section below (refer to paragraph and section). EXCEPTIONS: We (I) certify that any and all information contained in this submission is true; and we (I) further certify that this submission is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a submission for the same materials, supplies, equipment, or service, and is in all respects fair and without collusion or fraud, We (1) agree to abide by all terms and conditions of this solicitation and certify that I am authorized to sign this submission for the submitter. Please print the following and sign your name: SUPPLIER NAME• Goldman, Sachs & Co. ADDRESS 200 West Street New York, NY 10282 PHONE: (212) 902-6517 FAX: (646) 769-7441 EMAIL: jeffrey.scruggs@gs.com SIGNED BY: TITLE; Managing i irec4or EEPER: DATE• 12/15/2015 FAILIIRE TO COMPLETE. MN,, AND RETURN THIS FORM SHALL DISQVALIFY THISBID, Page 2 of 42 Certifications Legal Name of Firm: Goldman, Sachs & Co. Entity Type: Partnership, Sole Proprietorship, Corporation, etc. NY Limited Partnership Year Established: 1/3/1927 Office Location: City of Miami, Miami -Dade County, or Other Other Occupational License Number: B93000000260 Occupational License Issuing Agency: State of Florida Department of State Occupational License Expiration Date: N/A Please list and acknowledge all addendum/addenda received. List the addendum/addenda number and date of receipt (i.e. Addendum No. 1, 7/1/07). If no addendum/addenda was/were issued, please insert N/A. Addendum No. 1, 12/2/15 and Addendum No, 2, 12/11/15 If Proposer has a Local Office, as defined under Chapter 18/Articlle III, Section 18-73 of the City Code, has Proposer filled out, notarized, and included with its bid response the "City of Miami Local Office Certification" form? YES OR NO? (The City of Miami Local Office Certification form is located in the Oracle Sourcing system ("iSupplier"), under the Header/Notes and Attachments Section of this solicitation) Page 3 of 42 Line: 1 Description: Please disregard this Line Item and refer to Section 3.1, Specification/Scope of Work, and Section 4.0, Submission Requirements. Category: 94656-00 Unit of Measure: Unit Price: $ Number of Units: Total: $ Page 4 of 42 State of Florida Department of State I certify from the records of this office that GOLDMAN, SACHS & CO. LIMITED is a New York limited partnership authorized to transact business in the State of Florida, qualified on June 21, 1993. The document number of this limited partnership is B93000000260. I further certify that said limited partnership has paid all fees due this office through December 31, 2015 and that its status is active. I further certify that said limited partnership has not filed a Certificate of Withdrawal. Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capital, this the Third day of December, 2015 ieRAN 044A Secretary of State Tracking Number: CU0846534724 To authenticate this certificate,visit the following site,enter this number, and then follow the instructions displayed. https://services.sunbiz.org/Filings/CertificateOfstatus/CertificateAuthentication Table of Contents Response to Questions Executive Summary 1 4. Proposer's Overall Qualifications and Experience 3 5. Proposer's Ability to Underwrite Capacity Bond 6 6. Qualification and Experience of Personnel 9 7. Understanding of City 20 8. Description of the Approach to Providing Services Requested in the Solicitation 24 9. Trade Secrets Execution to Public Records Disclosure 26 Appendix A. Goldman Sachs Board of Directors 27 Appendix B. Goldman Sachs Red Book Listing 28 Appendix C. Disclosures Regarding Litigation and Regulatory Proceedings 29 Appendix D. G-37 Filing 31 Appendix E. Conflicts of Interest Disclosure 32 Appendix F. Certificate of Status 33 Appendix G. Goldman Sachs Senior Manager Role (2012-2014) 34 Appendix H. Goldman Sachs Co -Manager Role (2012-2014) 40 Appendix I. Florida Underwriting Experience 50 Appendix J. Comments Regarding Scope of Work 56 Appendix K. Comments Regarding Indemnification 57 Appendix L. Proof of Insurance 58 Appendix M. Comments Regarding Professional Services Agreement 59 Goldman, Sachs & Co. ("Goldman Sachs`) is providing the information contained in this document for discussion purposes only in anticipation of serving as underwriter to the City of Miami (the "City"). Goldman Sachs' response to this RFQ is being provided pursuant to the exemption from the definition of municipal advisor (as defined in Section 158 of the Securities Exchange Act of 1934 (the 'Act)) for responses to requests for proposals or qualifications for services in connection with a municipal financial product or the issuance of municipal securities. The primary role of Goldman Sachs, as an underwriter, is to purchase securities, for resale to investors, in an arms -length commercial transaction between the City and Goldman Sachs and Goldman Sachs has financial and other interests that differ from those of the City. Goldman Sachs is not acting as a municipal advisor, financial advisor or fiduciary to the City or any other person or entity. The information provided is not intended to be and should not be construed as "advice" within the meaning of Section 15B of the Act. The City should consult with its own financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the extent it deems appropriate. If the City would like a municipal advisor in this transaction that has legal fiduciary duties to the City, then the City is free to engage a municipal advisor to serve In that capacity. See our disclosures on Conflicts of Interest for other activities that Goldman Sachs may be engaged in during the course of this assignment. Nothing in Goldman Sachs's response to this RFQ is an expressed nor an implied commitment by Goldman Sachs to act in any capacity contemplated by this RFQ. Any such commitment to perform the services contemplated by this RFQ shall only be set forth in a separate agreement. Executive Summary A signed and dated summary of not more than three (3) pages containing the Proposer's Overall Expertise, Qualifications and Experience. Include the name of the organization, business phone, contact person, and phone/fax/email address. Describe its overall organization, history and background, tax status, principals, owners, board of directors and/or board of trustees, number of professionals employed, and the date Proposer was incorporated/organized; State(s) incorporated/organized in. OVERVIEW OF GOLDMAN SACHS Goldman, Sachs & Co. 200 West Street, 32nd FI New York, NY 10282 The Goldman Sachs Group, Inc., the parent company of Goldman, Sachs & Co. ("Goldman Sachs" or the "Firm"), is a bank holding company that provides a leading platform of investment banking and securities services. Goldman, Sachs & Co. is a New York Limited Partnership. Goldman, Sachs & Co.'s sole General Partner, The Goldman, Sachs & Co. L.L.C., holds 0.20% of Goldman, Sachs & Co. Goldman, Sachs & Co.'s sole Limited Partner, The Goldman Sachs Group, Inc., holds 99.80%. The Goldman Sachs Group, Inc. was incorporated on July 21, 1998 in the State of Delaware. The company is headquartered in New York, New York. A list of the company's Board of Directors has been included in Appendix A. Goldman Sachs provides a wide range of services worldwide to a substantial and diversified client base that includes corporations, financial institutions, governments, municipalities and high net worth individuals. Founded in 1869 as a commercial paper dealer, Goldman Sachs is an international firm headquartered in New York with 60 offices located in more than 30 countries around the world, employing over 36,000 professionals, including approximately 17,000 in the U.S. alone. Goldman Sachs is listed on the New York Stock Exchange with a market capitalization of $81.5 billion as of December 9, 2015. Through all the changes and volatility in the banking industry, Goldman Sachs has and will continue to have an unwavering focus on our core business principles: our clients, people, culture, and reputation. The Firm provides a wide variety of services to its many clients through the following main divisions: • The Investment Banking Division ("IBD") has long been considered one of the premier investment banks in the industry and is a leader in a wide range of investment banking activities, including municipal finance, public and private financings, mergers and acquisitions, and real estate sales and financings. The group within which we serve our municipal clients, the Public Sector and Infrastructure Banking Group, is housed within the Americas Financing Group which is part of IBD. • The Fixed Income, Currency and Commodities Division ("FICC") is a leading market maker and distributor of fixed income securities worldwide. The Firm has maintained its commitment to the fixed income and municipal market in the years following the financial crisis as many of our peers have retreated. The Firm makes secondary markets in virtually every type of fixed income product, including corporate, government and municipal bonds, mortgage -backed securities, money market instruments, and financial futures and options. • The Equities Division is a leader in trading large blocks of securities and in managing US and international equity offerings. It is also a leader in making markets in listed securities, NASDAQ equities, convertible securities and equity warrants. • The Investment Management Division ("IMD") provides a wide range of fixed income, equity portfolio and mutual fund management services to institutions, corporations, governments and individual investors worldwide. The Firm's Private Wealth Management group ("PWM") sits within IMD. • The Global Investment Research Division ("GIR") delivers value-added research on global institutions and economies to clients across all divisions in Goldman Sachs to assist in developing strategies. • The Merchant Banking Division houses the principal investing activities of the firm, including a fund that invests in infrastructure assets, Goldman Sachs Infrastructure Partners ("GSIP"). Goldman Sachs has received many industry awards and recognition over the past 10 years, recent awards include: Best Investment Bank and Best Equity House (Global Capital /Asiamoney; December 2014), Most innovative Investment Banker from North America (The Banker, October 2014), # 59 of Global 2,000 Leading Companies (Forbes; May 2014), Best Investment Banking Capabilities (Euromoney; February 2014); Best Bond Arranger (P3 Bulletin; October 2014). In addition the Firm has been involved on numerous award winning transactions during this period including transactions for: District of Columbia Water and Sewer (Bond Buyer, Northeast Region Deal of the Year, December 2014), State of Hawaii (International Finance Review; North America Structure Finance Issue of the Year, 2014) Lehigh County Authority (Bond Buyer, Northeast Region Deal of the Year, December 2013), Municipal Electric Authority of Georgia (SMITH's Research and Grading, 2010 All -Star Deal of the Year) and Missouri Joint Municipal Electric Utility Commission (Bond Buyer, Midwest Region Deal of the Year, December 2008). In addition, a full list of the Goldman Sachs Group's recent corporate awards and recognitions can be found at the following address: http://www.goldmansachs.com/who-we- are/awards/business-awards. html 1 Goldman Sachs' Organizational Structure InVestment Banking Mr - Equity Capital Markets Fixed Incorne, Currencies, and Commodities Debt Capital Markets Public Seutorand' Infrastructure Goldman Sachs Investment Management (GSAM 1 PWM) Investment Grade Syndicate Mi 84 professiana sthroughouttl,e country on municipal fir Y Broken into the folioWing subgroups Syndicate Desk infrastrtic'ture/ G overnnient — rransportati on -"' Project Finance and Sports Facilities Energy Healthcare Nigher Education C ultural -Institutions PUBLIC SECTOR AND INFRASTRUCTURE GROUP As we will discuss further in our response to question 4B, the Firm's public finance business has been an integral part of Goldman Sachs since the 1950s, and the Firm is strongly dedicated to serving our municipal clients. Our municipal bond franchise is comprised of 114 dedicated professionals who coordinate their activities to structure, underwrite, distribute, and trade municipal securities; originate structured finance transactions; and advise on infrastructure asset concessions and public private partnerships. The Firm's municipal business consists of: • 84 investment bankers and underwriting professionals, and s 30 institutional sales and trading professionals. To provide a diverse and high level of service for our municipal clients, PSI collaborates across all parts of the Firm to deliver comprehensive, creative and multi -faceted solutions. To help achieve this goal, the department is organized into the following groups, each providing a specific area of expertise, described in further detail below: • Industry Focus Groups contain specialists in infrastructure, transportation, energy, healthcare, higher education and cultural institutions, sports, and corporate -related financings. s Regional Coverage Groups serve clients across the country by region— Southeast, Northeast, Midwest, and West. • Credit, Technical Quantitative, Product and Tax Experts specialize in credit analysis, technical and tax issues, short-term products, and capital markets solutions. We believe our organizational structure helps us serve our clients by facilitating the transfer of new and innovative ideas from our industry coverage groups in IBD. For Global Investment Research Structured Finance using needs example, when Build America Bonds ("BABs") were first introduced, our PSI bankers were able to leverage the capital markets experience of their corporate counterparts to help structure and adapt municipal financing structures to the new market created by BABs. Furthermore, the integration of our municipal and investment grade syndicates has proven very effective in facilitating cross - marketing between investor bases, allowing us to most effectively leverage investor interest for a wide variety of structures. The municipal sales and trading efforts are located in the Fixed Income, Currency, and Commodities group within the Securities Division. We maintain a leading municipal bond sales organization, which facilitates broad distribution for our issuing clients and leverage our large credit trading and sales force from other sectors (including mortgages, asset -backed, and credit trading) to reach major investor classes, including non-traditional municipal buyers. Please see contact information for the Firm below: David A. Levy Goldman, Sachs & Co. 200 West Street, 32nd Floor New York, NY 10282 david.a.levy cis.com Phone: 212-902-6495 Fax: 212-256-6277 Carlos Pineiro Goldman, Sachs & Co. 71 South Wacker Dr, Suite 500 Chicago, IL 60606 carlos.pineiro a(�.gs.com Phone: 312-655-6156 Fax: 212-256-6299 2 4. Proposer's Overall Qualifications and Experience a) Proposer shall satisfy each of the minimum requirements listed under Section 2.9, Proposer's Minimum Qualifications, of the RFQ. Proposer must also submit an affidavit of Proposers declaration of compliance to the Minimum Requirements and Pre -Requisites as stated in Section 2.9; b) Describe your firm's underwriting practice as related to public finance. Compare public finance staffing in your firm three (3) years ago and that of today; c) Disclosure by the underwriter of any conflicts of interest, as stated In MSRB Rule G-17, including finder's fees, fee splitting, or other contractual arrangements of the firm that could present a real or perceived conflict of interest. Additionally, the firm should disclose if there are any pending investigations of the firm or enforcement or disciplinary actions imposed on the firm within the past three (3) years by the Security Exchange Commission (SEC) or other regulatory bodies; d) Certify the Proposer's Excess Net Capital position as of September 30, 2014 to date; and e) Disclose whether your Firm has been involved In the prior trade of securities for the City of Miami? If so, please specify dates and provide detailed information concerning the services provided. A. MINIMUM REQUIREMENTS RECOGNITION AS UNDERWRITER We have national, regional, and/or local recognition as an underwriting firm as exemplified by continuously maintaining a Red Book listing within the area of Dealers & Underwriters for at least two (2) years (Fall 2012 through Fall 2014). Please see Appendix B for a photocopy of our Red Book listing. FILING REQUIREMENTS FOR G-37 Goldman, Sachs & Co. ("GS") has policies and procedures that are reasonably designed to facilitate compliance with MSRB Rules. To our knowledge, and based on the information reported to us by the employees of GS, the (i) GS is in compliance with MSRB Rule G-37 with respect to the State of Florida; and (ii) neither GS, its affiliates or any person employed by GS (and covered by MSRB Rule G- 37) has made any contribution within the past three (3) years, directly or indirectly, to an official of the State of Florida or the City of Miami. While it does not in any way relate to engaging in municipal securities business with the State of Florida or the City of Miami, on September 27, 2012, the Securities and Exchange Commission and the Commonwealth of Massachusetts announced settlements with Goldman, Sachs & Co. relating to the unauthorized political activities of a former employee from 2008 until 2010 in connection with the former Massachusetts Treasurer. Please see Appendix C for additional information on the aforementioned settlement. G-37 FILING Please see Appendix D for our G-37 filing. CERTIFICATE OF GOOD STANDING Please see Appendix F for the Firm's Certificate of Good Standing. REGISTRATIONS Goldman, Sachs & Co. is registered with the Financial Industry Regulatory Authority (FINRA), the Securities and Exchange Commission, and the Municipal Securities Rulemaking Board. Goldman, Sachs & Co. became registered as a Broker Dealer on March 18, 1976 and as a Municipal Advisor on December 9, 2010. Goldman, Sachs & Co. maintains active registrations in all 53 U.S. states and territories. CRIMINAL JUDGEMENTS AND CONFLICTS OF INTEREST Have no record of judgments, bankruptcies, pending lawsuits against the City or criminal activities involving moral turpitude and not have any conflicts of interest that have not been waived by the City Commission. Please see Appendix C for our disclosure on criminal judgements and Appendix E for our disclosure on conflicts of interest. ARREARS AND DEFAULT DISCLOSURE While we do not maintain records that track information of this type, to our knowledge, to the extent Goldman, Sachs & Co. has entered into a bond purchase agreement with an issuer of municipal securities, Goldman, Sachs & Co. has not defaulted on its obligations under such bond purchase agreement. Please note that this response is made solely with respect to the Public Sector and Infrastructure Banking group in connection with our acting as managing underwriter of municipal offerings. B. FIRM EXPERIENCE AND EXPERTISE Goldman Sachs is one of the largest participants in the municipal bond market, serving municipal issuers across the country through our offices in New York, Chicago, Houston, San Francisco, Los Angeles, and Seattle. Since 2009 the firm has senior managed over $233.3 billion of municipal issuance for our clients nationwide and served as co -manager on over $426.4 billion in par. Such consistency demonstrates the commitment of the firm's management to the municipal business, a factor that we believe is important when selecting a senior manager for the City. In addition to the Firm's commitment to our municipal clients, one of the hallmarks of Goldman Sachs' culture is teamwork, and this is certainly true of the team dedicated to the City. David Levy and Carlos Pineiro will serve as co -team leaders and day-to-day contacts. David and Carlos will be available on an as needed basis to the City and will prioritize the City's needs from kick-off to closing. They will also ensure that the rest of the team and full resources of the Firm are available on an as needed basis to support the City and its financing needs. David is a Managing Director with 22 years in the business and lives in Jupiter, Florida. He leads our coverage in the State of Florida and has served as the lead banker on senior managed financings for Miami -Dade County and across the State. This experience includes transactions for 3 the Miami -Dade County, State of Florida, Florida Citizens, Florida Hurricane Catastrophe Fund, City of Jacksonville, City of Lakeland, Palm Beach County, JEA, Orlando Utilities Commission, Hillsborough County, and many others. Carlos is a Vice President and co -leads our banking coverage in the Miami -Dade region. He has 16 years of banking experience and 27 years of professional experience. Nationally, Carlos has worked transactions for Miami -Dade County, Miami -Dade School Board, the City of Chicago, the State of Illinois, State of Indiana and Chicago Public Schools, among others. They will be supported by Francisco Brugueras, Vice President, who is part of the core coverage team for the City. Francisco will provide management for the City's team and will work with David and Carlos to ensure the City's goals are appropriately reflected as part of any financing process. David, Francisco and Carlos will be further assisted by core team that includes seasoned professionals in each discipline needed to successfully execute the financing, including William DiBlasi, Associate and Dan Bracho, Analyst, who are in our PSI group and will provide support in all aspects of any financing transaction. In addition to the core coverage team, the City will benefit from the full support of our broader Public Sector and Infrastructure Banking team. Jeff Scruggs and Kevin Willens, both Managing Directors with over 25 years of municipal finance experience, are Co -Heads of PSI, responsible for day-to-day management of our municipal banking and syndicate operations. Three senior managing directors coordinate our underwriting, and sales and trading operations and include Ed Droesch, Head of Municipal Syndicate and Lead Underwriter for the City (25+ years), Dan Bingham, head of our Short and Intermediate Term Trading desk (25+ years) and Greg Larson, Head of Municipal Sales (15+ years). This senior leadership helps ensure the City receives the highest -possible level of resource dedication and commitment from PSI and across the Firm. Our capabilities and experience are additionally highlighted in the multiple specialty groups we maintain to serve our municipal clients, which we describe below. Credit Analysis Expertise Stacy Lingamfelter, Vice President and former Moody's lead analyst, became a part of the PSI team last year. Stacy has followed the City and its issuing authorities over the past nine years, during her time in the Credit and Risk Management Group at the Firm. In joining PSI, Stacy is now solely dedicated to help our clients evaluate their ratings vis-a-vis peers as well as develop powerful rating agency presentations and analyses, which we will discuss further in our response to Question 6. She will work directly with the City and the financing team to develop strategies to improve its credit strengths and ratings. She can also serve as a sounding board and a mock audience in rating agency presentation rehearsals and offer sophisticated insight into rating methodologies and biases. Stacy regularly speaks to and meets with rating agency analysts, attends their conferences and seminars, and solicits their thoughts with regard to credit issues. As mentioned above, Stacy previously worked as a lead analyst at Moody's and has considerable experience evaluating City ratings, which will be an ongoing and invaluable asset to the City. Legal and Tax Expertise Goldman Sachs' legal and tax specialists have a national reputation for translating the ever -evolving aspects of the tax code into practical applications for structuring new money and refunding issues. These specialists, led by Arthur Miller, Managing Director and a former tax counsel with a major municipal finance law firm, work with our investment bankers to address tax issues related to, among other issues, complex refundings, restructuring of established credits, changes to indentures, escrow structures, acquisition financings, and bond tender programs. PSI Quantitative Analysis Goldman Sachs' quantitative analysis group specializes in technically complex aspects of municipal transactions, such as advance refundings, new product development, debt structuring — including the use of derivative products — and the creation and restructuring of escrows. The group, led by Michael Borys, Vice President, is experienced in developing new financing strategies and structures and in developing financial models for complex financings. PSI Group Staffing Levels As shown in the table below, there have been no reorganizations, acquisitions or restructurings of the PSI Group over the last five years. Our strong and stable leadership is exemplified by the Co -Heads of the PSI Group, Jeff Scruggs and Kevin Willens, who have both been in their current roles for over 7 years and have 25+ years of experience in the industry. Further, the senior members of the banking team, David Levy, Carlos Pineiro and Francisco Brugueras have been with the firm for 22, 10 and 14 years respectively. 2009 2010 PSI Staffing Levels 2011 2012 2013 2014 2015 82 84 84 84 83 83 84 C. DISCLOSURES Please see Appendix C and Appendix E for the Firm's disclosure, D. GOLDMAN SACHS CAPITAL POSITION The strength of our Firm both now and during periods of economic stress is a unique attribute of Goldman Sachs. We are proud to have maintained stability, profitability, and balance sheet integrity through the economic cycle and remain well -positioned to support our client's needs today and in the future, The table below displays the Firm's capital position since 2011. 4 Goldman, Sachs Total Capital & Co. Capital Net Capital Position Excess Net Capital ($mm) Equity Capital Sep 15 N/A 16,038 13,406 N/A June 15 29,592 15,350 12,880 11,092 FY 2014 29,878 14,826 12,461 11,377 FY 2013 31,395 15,808 13,760 9,898 FY 2012 29,575 14,124 12,423 8,075 FY 2011 28,098 11,244 9,335 6,958 This strength is due in no small part to our comprehensive set of liquidity and funding policies. These policies are intended to maintain significant flexibility in the case of a liquidity event. The Firm's most important liquidity policy is to pre -fund estimated potential cash and collateral needs in the form of unencumbered, highly liquid securities and cash. As of September 2015, the total Global Core Excess capital averaged $192 billion. Goldman Sachs does not specifically allocate our regulatory excess net capital among our business units, including our municipal business, but instead manages and reports our capital on a consolidated basis. The Firm has no internal or external municipal underwriting liability limits that would prevent us from incurring 100% underwriting liability. The ultimate decision to commit capital is dependent on many factors at the time of pricing, and PSI uses its discretion when agreeing to commit capital. Goldman Sachs' willingness to commit capital We believe our strong capital position is an asset to the City, especially in challenging and volatile markets. To the extent investors are not able to commit at specific pricing levels, the Firm has a demonstrated track record of using its capital to underwrite unsold balances to support transactions and ensure pricing integrity. The following three examples are illustrative of our approach: • California State Public Works Board (April 2015): Goldman Sachs served as senior manager for $243 million of Lease Revenue Bond Sale. While the municipal market experienced a rally in March, new issue supply began to increase and a heavy forward calendar began to materialize at the end of the month In the week leading up to the sale, the feedback from investors was that many of them were already saturated with California tax-exempt debt and due to the upcoming $1.1 billion GO bond competitive sale in two weeks, would not participate in the offering. Others noted the lack of liquidity in the secondary market, rising dealer inventories, and weak municipal bond fund flows as causes for concern. In order to maintain pricing integrity Goldman Sachs agreed to underwrite $51 million of bonds; over 21% of the entire deal. • Illinois Housing Development Authority (April 2015): The firm underwrote $67.75 million of a $102 million financing for the Illinois Housing Development Authority — a deal for which Goldman served as sole manager. In response to the issuer's specific needs for a low-cost vehicle with long-term, highly -rated security, Goldman launched the first Fannie Mae -insured 10-year SIFMA FRN product. Goldman undertook extensive efforts to market the bonds during a time of significant rate volatility, especially in the short-term market. Goldman marketed the bonds with an aggressive scale, particularly given the unprecedented nature of the product. Ultimately, in order to maintain the integrity of the pricing, Goldman was willing and able to underwrite the unsold portion of the deal. • Foothill/Eastern Transportation Corridor Agency (January 2014): Goldman Sachs served as Joint Bookrunner on the $2.3 billion bond issue, which priced in December 2013. The transaction was the largest standalone municipal offering in 2013 as•well as the largest "BBB-" offering in over ten years. While the transaction was overall well -received, it priced during one of the busiest weeks of the month, as competing issuers participated in the year-end "rush" to market. As a result, the market saw particularly challenging conditions for certain segments of the yield curve, where bonds needed to be amortized. To ensure a successful financing, Goldman Sachs committed to underwrite $330 million of bonds. These transactions represent a few of the many examples in which Goldman Sachs has committed capital. Since 2012, Goldman Sachs has underwritten over $4 billion across 102 transactions. Additional examples of our capital commitments in the last few years are included below. 5 Select Ne• otiated Goldman Sachs Ca a ital Commitments ', 000s Date 11/19/2015 10/14/2015 10/6/2015 9/17/2015 6/25/2015 5/21/2015 4/30/2015 4/21/2015 4/15/2015 9/10/2014 4/16/2014 3/27/2014 3/26/2014 1/2/2014 11/15/2013 11/15/2013 11/13/2013 8/7/2013 8/7/2013 6/4/2013 Issuer State of Oregon GO San Diego Unified School District GO Sacramento Public Financing Authority Lease Revenue Metropolitan Transportation Authority Transportation New York City Transitional Finance Authority Indiana Finance Authority Illinois Housing Development State Public Works Board of the State of California Philadelphia Redevelopment Authority Harris County San Diego Unified School District New York State EFC State Clean Water Subs Southern California Public Power Authority; Apex Foothill/Eastern Transportation Corridor Agency Metropolitan Transportation Authority Metropolitan Transportation Authority New York City Transitional Finance Authority Lehigh County Authority Water and Sewer Lehigh County Authority Water and Sewer Los Angeles Dept of Water and Power E. PRIOR TRADE OF SECURITIES Goldman Sachs has served on three transactions for the City since 2009, totaling $232.97 million in par. The firm has served as co -manager on the City's $60.1 million Tax Exempt Series 2009 and $6.5 million Taxable Series 2009 Parking System Revenue and Revenue Refunding Bonds in November 2009, co -manager on the City's $65.0 million Series 2009 Special Obligation Bonds in December 2009, Par $ 34,215 154,355 272,870 407,695 750,000 341,240 102,000 243,415 111,515 195,905 264,381 347,385 166,980 573,050 500,000 116,765 650,000 245,590 18,735 452,145 Capital Commitment $ 23,190 20,445 19,720 33,920 14,045 19,070 67,750 35,240 23,450 14,030 51,460 42,070 22,105 330,000 70,300 42,785 62,615 60,000 18,535 194,000 % of Par 67.8% 13.2% 7.2% 8.3% 1.9% 5.6% 66.4% 14.5% 21.0% 7.2% 19.5% 12.1% 13.2% 57.6% 14.1% 36.6% 9.6% 24.4% 98.9% 42.9% co -manager on the City's $84.5 million Tax Exempt Series 2010A and $16.8 million Taxable Series 2010B Special Obligation Parking Revenue Bonds (Marlins Stadium Project) in July 2010. The Firm does not maintain records of secondary trading data prior to 2013. Since 2013 the Firm has executed one trade related to the City's bonds in January in the amount of $380,000. 5. Proposer's Ability to Underwrite Capacity Bond a) Describe the Proposer's bond sales abilities with emphasis on the Proposer's institutional and/or retail distribution capabilities and ability to place Florida paper. Include in a tabular format the following (limit to three pages): 1) Number of sales personnel in Florida; 2) Number of offices in Florida; and 3) Number of offices nationally, b) For each of calendar years 2012, 2013 and 2014 and in tabular format, set forth the total number of municipal bond transactions the Proposer has served as Senior Manager and the total par amount involved (limit to one page); c) For each of calendar years 2012, 2013 and 2014 and in tabular format, set forth the total number of municipal bond transactions the Proposer has served as Co -Manager and the total par amount involved (limit to one page); d) Provide information related to the Proposer's capitalization, as follows: A table that reflects the most recent available data (include date) for the Proposer's total capital and excess net (uncommitted) capital; and e) Describe Proposers access to sources of current market information to provide bond pricing data before, during and after the sale. A. UNDERWRITING CAPACITY AND DISTRIBUTION EXPERIENCE Goldman Sachs maintains an active presence as an underwriter for issuers within the State of Florida, led by David Levy, who is the lead banker for the City's team and a resident of Jupiter, FL. The Firm's Florida municipal banking experience covers a wide array of issuers, including counties, cities, state entities, transportation authorities, utilities, and not -for -profit organizations. Since January 1, 2010, we have served as a senior manager on over $10.7 billion in par across more than 40 issues. Additionally, we have served as co -manager on over $14.0 billion in par across more than 80 issues. Additional recent transactions include serving as lead manager for the City of Lakeland, the Mid Bay Bridge Authority, JEA, the City of Jacksonville, and Miami Dade County. We have included a full list of our recent Florida underwriting experience in Appendix I. In addition to our municipal banking franchise the firm has a large Private Wealth Management presence in the State, with offices in West Palm Beach and Miami that cater to our high net worth Florida clients and who would market 6 the City's bonds to these clients. We will importance of these personnel further be We have included in the table below the nationally and in the State of Florida. discuss the low. firm's presence Goldman Sachs Sales Personnel Presence in FL 4491 Offices in FL 2 Offices Nationally 14 t The firm does not disclose regional sales personnel statistics. The main characteristics of the Firm that distinguish our ability to price and market the City's debt are our broad and multi -faceted sales effort. Broadly speaking the sales and marketing effort for all of the City's financings are managed by our team of dedicated municipal syndicate and sales professionals, who are in turn assisted by the Firm's global network of institutional sales professionals, and a diversified network of retail professionals which includes specific sales coverage for SMAs, full access to traditional retail buyers, and over 449 Private Wealth Advisors nationally, with whose clients are high net worth individuals. The firm's private wealth management advisors have approximately $33 billion of municipal assets under management. SALES FORCE Though Goldman Sachs is traditionally known for the strength of our institutional distribution channel, we also maintain strong relationships with each segment of the retail buyer base from professional retail to high net worth individuals and traditional "mom and pop" investors. The intersection between the institutional and retail distribution channels has characterized the post -crisis municipal market as traditional retail investors continue to consolidate and behave more like institutional investors. This phenomenon has resulted in significant coordination between the professional retail and traditional institutional portfolios at major investor complexes. Consequently, our deep relationships with institutional municipal investors are now increasingly important when selling bonds to both institutional and retail buyers. As described below, our retail and institutional sales efforts stretch across the country, including 25 sales and trading personnel focused on institutional municipal accounts, 449 individuals globally covering our retail clients, and a global fixed income institutional sales force providing broader coverage of all investment grade credits (municipal and corporate). The graphic below provides a visual display of the Firm's municipal distribution network: Diversified Retail Networks Separately Managed Accounts Specific sales coverage Retail Dealers Full nontraditional retail buyers Private Wealth Management Goldman Sachs' Distribution Network 448 registeredPWM Advisors ,net Network 25 sales and treeing professionals dedicatedto the marketing Global Institutional elates team focuses on taxable Issuances of tax-exempt bonds end crossover opportunitiesbesedon condrtlonsln rho municipal market As senior manager, Goldman Sachs would be positioned to leverage each of these teams to reach different pockets of demand to promote a broad base of support for the City's issuance. Broad and Non -Traditional Institutional Sales Coverage Goldman Sachs' institutional effort combines two integrated and coordinated teams, one focusing on traditional buyers of municipals and the other focused on buyers of corporate and sovereign investment grade debt. On both sides, the Firm is known for its institutional sales capabilities, with a group of 25 professionals dedicated to placing taxable and tax-exempt municipal bonds with approximately 400 short- and long-term institutional municipal investors, including money market funds, bond funds, property and casualty companies, traditional insurance companies, and a variety of institutional asset managers. Each member of the municipal sales desk covers a combination of large institutional accounts, as well as retail -focused asset managers such as SMAs, bank trust departments, and investment advisors. Our strong coverage of institutional purchasers is the result of numerous efforts, including: • The firm -wide resources we make available to our clients, e.g., research, analytics and financial strategies, • Our strong and consistent participation in the secondary market, which ensures liquidity and provides us with greater data regarding institutional demand for the City's bonds, and • A unique system of shared information and team coverage of the top accounts that enables us to anticipate investing client needs and provide meaningful market feedback to the banking and underwriting team. A particularly important aspect of our institutional coverage is that we reach beyond the cornerstone municipal accounts. As a result of our strong institutional coverage, the Firm's sales force has active coverage of "crossover" buyers, who do not consistently participate in the tax-exempt municipal market. Our ability to tap into the non-traditional investor buyer base in periods when traditional investors experience significant cash outflows 7 allows us to secure competitive rates during times of market dislocation. Professional Retail / SMA Sales Coverage Given the ratings across all of the City's credits, we would expect any transaction to see a relatively high level of retail demand. As such, it is important that the City's Senior Manager have both the experience and capability to effectively reach retail investors in the existing market. As discussed above, while retail demand has historically been driven by individuals seeking safe, tax-exempt investments, the volatility and turbulence of the credit crunch and recession led to a fundamental shift in the retail space, which continues today, As individuals continue to seek professional advice and resources to help navigate the municipal market, large amounts of capital continue to shift from individual retail investors and their brokers to SMAs. Therefore in today's market, a successful retail sales effort cannot not only focus on traditional "mom and pop" investors, but must reach this subset of "institutional" retail participants (i.e., bank trust departments, SMAs, asset managers, investment advisors, etc.). Goldman Sachs has dedicated municipal institutional sales professionals specifically focused on these platforms to best engage this segment of the municipal buyer base, which we believe helps distinguish our public finance franchise from that of many peers, whose retail distribution capabilities rely heavily on demand from "mom and pop" investors. High -Net -Worth Retail Investor Base Despite the overall consolidation of retail money into SMAs and other "institutional" retail platforms, high net worth individuals remain an important segment of the municipal marketplace and can have a significant impact on the City's financings. This market segment has significant purchasing power and traditionally favors a buy -and -hold investment style which makes it a desirable pool of investors. As with institutional retail, Goldman Sachs is well -positioned to reach this particularly pocket of demand due to our "retail" client base through our Private Wealth Management group. PWM is a significant provider of wealth management solutions for high net worth individuals and their families. Goldman Sachs has a network of retail sales professionals comprised of 449 registered PWM Advisors, including a significant presence in the Firm's Miami and West Palm Beach offices, who cover high net worth clients that often purchase in institution -like blocks of $1 million or more. B. GOLDMAN SACHS AS SENIOR MANAGER Between 2012 and 2014, Goldman Sachs served as senior manager on nearly $95 billion worth of issuance. Senior Manager Role1 Year 2012 2013 Total Par ($mm) $ 35,761.01 30,834.58 2014 27,934.33 Total 1 Totals do not include remarketing agent roles. For a more detailed breakdown please see Appendix G. $ 9029.92_ C. GOLDMAN SACHS AS CO -MANAGER Between 2012 and 2014, Goldman Sachs served as co- manager on over $160 billion worth of issuance. Co -Manager Role Year 2012 Total Par ($mm) $ 68,839.24 2013 2014 Total 46,968.87 44,773.70 $;160,581,81 For a more detailed breakdown please see Appendix H. D. GOLDMAN SACHS CAPITALIZATION The below table provides the Firm's capital position since FY2011. Goldman, Sachs Total Capital & Co. Capital Net Capital Position Excess Net Capital ($mm) Equity Capital Sep 15 N/A 16,038 13,406 N/A June 15 29,592 15,350 12,880 11,092 FY 2014 29,878 14,826 12,461 11,377 FY 2013 31,395 15,808 13,760 9,898 FY 2012 29,575 14,124 12,423 8,075 FY 2011 28,098 11,244 9,335 6,958 E. ACCESS TO MARKET INFORMATION Beginning with market data provided during the pre -sale period, continuing with bond orders and allotments during pricing, and concluding witli secondary market trades post - sale, we draw from a variety of data sources to make the pricing process as open and transparent as possible. Pre -Sale: In the weeks leading up to the sale, the main goal is to keep the City and its FAs apprised of market events that could impact pricing. We begin with sharing the Bloomberg economic calendar that details key economic data releases that could move the market and discussing the impact these data releases could have on pricing. Delving in to more municipal market specific data, we utilize PlotTool, our firm's proprietary internal database to pull tax-exempt and taxable rates in specific tenors over different time periods to frame the market leading up to pricing. Reviewing technical data, including municipal new issue supply (from SDC), projected municipal bond (principal and interest) redemptions and bond fund flows (from Lipper), and dealer inventory (proprietary) also allows us to provide color on market tone. Heading into the City's sale, we look to Bloomberg's forecast of visible 30-day new issue supply to get a sense of the volume coming to market in the next month. Thomson / TM3 also publishes its forward calendar that 8 highlights announced sales for the coming week to sharpen the focus on competing supply in the market, and it publishes recent bond pricing information from which our team selects reasonable pricing comparables to give the City a sense of where its bonds will price. Finally, as our underwriters begin discussions with investors, they utilize bondholder data from Reuters EMAXX to help target: 1) investors that already hold the City's debt and are already approved on the credit; 2) holders of large City GO debt that are relatively "underweight" the City in hope of uncovering new pockets of demand; and 3) recently active SMA platforms that can place meaningful orders, especially on the front end of the curve. Our syndicate desk also reviews specific bond fund flow data (by firm) from Lipper that allows them to target funds with large inflows that have additional cash to put to work on behalf of the City. Bond Pricing: We continue to draw upon the data sources noted above once the retail order period begins, though the focus moves more toward providing specific maturity by maturity order information. We utilize iPREO and make sure to provide the City and its FAs with access so they can view bond orders from investors as they come in. Real time order information allows us to establish a dialogue regarding the strength of the order book, strategy heading into the institutional order period, and where the City has the most leverage to tighten pricing. Once the order book is built, we leverage our internal pricing book monitor to generate a spreadsheet that summarizes orders by firm and order type for each maturity so the City and its FA can easily participate in the allocation process and ensure bonds are allocated in a matter that meets its pricing objectives. Post -Sale: Once pricing is complete, we continue to track the City's bonds in the secondary market via a proprietary model that pulls from EMMA/MSRB, as these trades may impact future City bond sales. We review the size and prices of large trades with the City and its FA in a post -deal conference call, and we also provide secondary market color gained from being one of the largest underwriters and traders of municipal debt. Our goal is to make the pricing process as smooth and transparent for the City as possible, and in addition to providing pertinent data from a variety of sources, our banking and underwriting team are always willing to jump on the phone and provide additional commentary at a moment's notice. 6. Qualification and Experience of Personnel a) Provide resumes of each public finance professional that will be assigned to the Engagement. Describe the role of each in, and level of commitment to, the Engagement as well as their experience with municipal clients (limit to one page per professional); b) For the Proposer and for each employee of the Proposer listed above (i.e. the primary account executive and public finance professionals assigned to the Engagement), a brief explanation of: (i) litigation pending or past judgments entered against the individual or his or her Proposer, because of an act or omission of such individual in a professional liability action, if any; and (ii) regulatory or criminal actions, proceedings or Investigations to which the individual or the Proposer has been subject over the last three years, whether or not the same has resulted in charges, convictions, suspensions or debarments (no page limit); c) Documentation of the Proposer's participation in the City's recent negotiated sale or the negotiated sales of other municipalities in the State of Florida; and d) Provide no less than a list of three (3) references within the past five (5) years for whom similar services were performed. Include the term of the contract, the compensation structures, and include the address, phone number(s) and contact persons within the organization. e) Relevant experience of the firm and the individuals assigned to the issuer, and the identification and experience of the individual in charge of the day-to-day management of the bond sale, including both the investment banker(s) and the underwriter(s). f) A description of the firm's bond distribution capabilities including the experience of the individual primarily responsible for underwriting the proposed bonds. The firm's ability to access both retail and institutional investors should be described. A. GOLDMAN SACHS PUBLIC FINANCE PROFESSIONALS We have committed to the City a strong team of professionals with extensive relevant experience who will assist in the development, execution, and management of the City's financing needs. David Levy, Managing Director and leader of our southeast public finance banking efforts, Carlos Pineiro and Francisco Brugueras, Vice Presidents, will serve as co -team leaders and are available on a day-to-day basis. Wiliam DiBlasi, Associate, and Daniel Bracho, Analyst, will provide support on quantitative analyses and transaction execution. Bervan Yeh and Ed Droesch, Managing Directors and Co -Heads of Municipal Syndicate, and Sam Denton -Schneider, Associate, are members of our municipal underwriting syndicate and will manage the pricing process for all transactions for the City. We have provided a detailed biography for each team member below. CITY OF MIAMI BANKING TEAM David Levy, Managing Director and Leader of Southeast Public Finance Investment Banking Sector Tele: (212)902-6495 Fax: (212)256-6277 david.a.levvAgs.com Mr. Levy will provide team oversight and expertise on the City's financing strategies. He has been a banker for public sector issuers for over 23 years, having been with Goldman Sachs since 2005 and with Citigroup prior to that. Mr. Levy is a senior member of the infrastructure group, with responsibility for the Firm's coverage of governmental accounts in the southern region. Mr. Levy has senior managed issues for most of the large issuers in the southeast, including transactions in the past few years for the states of Florida, Georgia, South Carolina, and Louisiana. Mr. Levy has also recently senior managed transactions for local issuers in the southeast including. Oklahoma State University, Palm Beach County, the 9 Metropolitan Government of Nashville and Davidson County, Shelby County, City of Jacksonville, Miami Dade County, Hillsborough County (Tampa), Fulton County (Atlanta), DeKalb County (Atlanta), the Orlando Utilities Commission, and Santee Cooper. Mr. Levy graduated with an MS in Mathematics from Tulane University and a Master of Science in Industrial Administration from Carnegie Mellon University.\ Carlos Pineiro, Vice President Tele: (312)655-6156 Fax: (212)256-6299 carlos,oineiro(u7gs.com Mr. Pineiro is based in Goldman Sachs' Chicago office and spearheads the government and infrastructure financing efforts in the Midwest region and Miami Dade County. He has 15 years of banking experience and 26 years of professional experience. Prior to joining Goldman Sachs, Mr. Pineiro was Executive Vice President of the Government Development Bank for Puerto Rico ("GDB"). Mr. Pineiro has worked on transactions of over $30 billion in the areas of state appropriation, general obligation, state revolving fund, transportation, pooled financings, pension financing, economic development and convention center, among others. Prior to his engagement at the GDB, Mr. Pineiro was a banker at Bank One in Chicago. Before that, Mr. Pineiro was an Executive Vice President of a health care network. Mr. Pineiro has an Engineering degree from Lehigh University and an MBA from the University of Michigan in Ann Arbor. Francisco Brugueras, Vice President Tele: (212)902-6552 Fax: (646)576-3228 francisco.bruqueras(a gs.com Mr. Brugueras joined Goldman Sachs in 2006 and is a Vice President in our Transportation Group. He has worked with on a variety of airport transactions including Minneapolis -St. Paul Metropolitan Airports Commission's $638 million private placement in 2006, Denver International Airport's own $607 million bond financing in 2008 and $213 million bond financing in 2007, Detroit Airport's $330 million financing in 2007, Harrisburg Airport's $45 million financing in 2008 and $119 million in 2012, Houston Airport's $567 million refunding in 2011 and Miami Airport's $328 million refunding in 2014. In 2011, Mr. Brugueras was an advisor to Goldman Sachs Infrastructure Partners and Abertis Infraestructuras in the 40-year lease for PR-22 and PR-5, two toll roads in Puerto Rico and worked in the subsequent fixed rate taxable financing in 2013. The PR-22/5 Public -Private Partnership was awarded the Deal of the Year Award by Project Finance magazine. In 2014, Mr. Brugueras advised Plenary Group on the US 36 / 1-25 project, a managed lane project in Colorado. Mr. Brugueras obtained his undergraduate degree from Georgetown University and an MBA from the University of Chicago. William DiBlasi, Associate Tele: (212)902-7386 Fax: (212)291-5036 willie.diblasi( gs.com Mr. DiBlasi joined PSI in 2013 and will assist with deal execution and provide analytical and quantitative support for the KDFA's team. Prior to joining PSI, Mr. DiBlasi spent 3 years in the Global Compliance Division of Goldman Sachs, specializing in complex regulatory and compliance matters for public sector investment banking. During his time in PSI, he has worked with clients such as the Kentucky Turnpike Authority on its issuance of Economic Road Development Refunding Bonds, Series 2014, the Lehigh County Authority on its issuance of Allentown Concession Water and Sewer Revenue Bonds, Series 2013 (the Bond Buyer's 2013 "Northeast Region Deal of the Year"), the City of New York's Sales Tax Asset Receivable Corporation ("STAR") on its Fiscal 2015 Series A Issuance of Sales Tax Asset Revenue Bonds, Miami - Dade County, FL on its issuance of Aviation Revenue Refunding Bonds, Series 2014 A. and the City of Atlanta on its Water and Wastewater Series 2013B and Series 2015 transactions. Mr. DiBlasi graduated from Boston College with dual Bachelor of Arts degrees in Classical Studies and History. Daniel Bracho, Analyst Tele: (212)902-2551 Fax: (212)256-4607 daniel.bracho a(7,gs.com Mr. Bracho joined the Public Sector and Infrastructure Group at Goldman Sachs in 2015. He spent his prior two summers at the firm as a Summer Analyst in the Investment Banking Division. He provides analytical and quantitative support to senior bankers in the Infrastructure and Energy group. He covers many clients on the East Coast, Mr. Bracho graduated summa cum laude from Cornell University with a BS in Applied Economics and Management. UNDERWRITING TEAM Ed Droesch, Managing Director and Co -Head of Municipal Syndicate - Underwriting Tele: (212)902-0946 Fax: (917)977-3896 edward.droesch(@,qs.com Ed Droesch rejoined Goldman Sachs in 2007 and has 30 years of experience in the municipal bond business. Before returning to Goldman Sachs, Mr. Droesch was Managing Director and Head of the Municipal Syndicate Desk, at Citigroup. Prior to that experience, from 1987 to 1996, Mr. Droesch was a Vice President at Goldman Sachs, where he ran the competitive underwriting desk and traded intermediate municipal bonds. Mr. Droesch has unparalleled experience in the municipal markets, having underwritten over $100bn of new issuance over the past 25 years. His underwriting experience includes many well- known issuers such as the District of Columbia, Los Angeles Department of Water and Power, City of Atlanta 10 Water and Wastewater, SCPPA, SMUD, NCPA, and Cal DWR. In November, Ed coordinated the successful $760.2 mm sale for Los Angeles Department of Water and Power's power credit during an extremely challenging market when other transactions were pulled from the calendar. Mr. Droesch is a member of the Municipal Bond Club of New York as well as the Securities Industry and Financial Markets Association (formerly "BMA"). He graduated from Hartwick College in 1982 with a BA in Management. Bervan Yeh, Managing Director and Co -Head of Municipal Syndicate — Underwriting Tele: (212)902-6588 Fax: (212)428-9218 bervan,veh(@,gs.com Mr. Yeh joined Goldman Sachs in 1997 and has over 10 years of experience as an underwriter. Prior to being an underwriter, Mr. Yeh was an investment banker and specialized in the development of innovative financing structures for tax-exempt clients. As a banker, he completed over $5.5 billion of senior managed fixed and floating rate financings. Mr. Yeh also worked in the Municipal Capital Markets Group for three years and served in that capacity as a liaison to municipal issuers for both derivative and short-term debt instruments. Mr. Yeh received a BS in Accounting from the City University of New York at Albany. Sam Denton -Schneider, Associate - Underwriting Tele: (212)902-6591 Fax: (212)256-4135 sam.dentonschneider(a gs.com Mr. Denton -Schneider is an Associate on the Municipal Underwriting Syndicate. Previously, he worked as an Investment Banker in the San Francisco and Los Angeles offices. Mr. Denton-Schneider's recent financing experience includes offerings for the State of California, the California State Public Works Board, California DWR, California Earthquake Authority, Los Angeles Department of Water and Power, Southern California Public Power Authority, State of Utah, State of Idaho, Riverside County Transportation Commission; and Los Angeles International Airport. Mr. Denton -Schneider earned a B.A. in Economics from Williams College. QUANTITATIVE AND TAX EXPERTISE Arthur Miller, Managing Director Tele: (212)902-6491 Fax: (212)428-4511 arthur.miller©a,gs.com Formerly a tax lawyer at Mudge Rose Guthrie Alexander & Ferdon, Mr. Miller has been with the firm since 1985 and is considered one of the leading industry experts in arbitrage, rebate and advance refundings, as well as in tax law and tax reform. Mr. Miller has served as Chairman of the American Bar Association's Task Force on Advance Refundings, and on the Bond Market Association's Market and Public Policy Analysis Committee. In addition, he has served on an advisory committee to the US Treasury to help simplify the arbitrage and rebate rules. Mr. Miller has been involved with numerous issuers including the City of Atlanta Water and Wastewater and the District of Columbia. Mr. Miller is a graduate of New York University School of Law (LLM Taxation), Duke University School of Law (JD), University of North Carolina (MA History), and Princeton University (AB). Michael Borys, Vice President Tele: (212)902-6471 Fax: (212)428-3209 michael.borvs(a,gs.com Mr. Borys has more than 33 years of experience in the municipal finance business and is the department's specialist in the technically complex aspects of municipal transactions, including securitizations, advance refundings, new product development, modeling of structured financings and debt structuring. With a broad range of experience in the municipal market, Mr. Borys has vast experience in the development of new financing strategies and structures and in the development of financial models. Mr. Borys received a BS and an MBA from the State University of New York at Albany. CREDIT EXPERTISE Stacy Lingamfelter, Vice President Tele: (212)855-0816 Fax: (646)835-5137 stacv.lingamfelter angs.com Ms. Lingamfelter joined Goldman Sachs in 2005 from Moody's Investors Services' Public Finance Group in Chicago. She is now PSI's in-house credit specialist solely dedicated to help our clients evaluate their ratings vis-a-vis peers as well as develop powerful rating agency and investor presentations. She will work directly with the City and the financing team to develop strategies to highlight its credit strengths and ratings. As a former Moody's analyst, she can also serve as a sounding board and a mock audience in presentation rehearsals and offer sophisticated insight into rating methodologies and biases. Ms. Lingamfelter earned a Bachelor of Arts from Tufts University, and both a Master of Public Policy with Honors and a Master of International Business Administration from the University of Chicago. SALES GROUP Dan Bingham, Managing Director and Co -Head of Municipal Sales and Trading — Marketing and Sales Tele: (212)902-0359 Fax: (917)977-3904 daniel.bingham4gs.com Mr. Bingham joined Goldman Sachs in September 2007 as Managing Director and Head of Municipal Money Market Sales and Trading and was recently named Co -Head of Municipal Sales and Trading. He is responsible for the 11 sales and trading of all municipal fixed rate and variable rate products, including fixed rate bonds, Commercial Paper (CP), Variable Rate Demand Bonds (VRDBs), and synthetic floaters (Tender Option Bonds — TOBs). Prior to joining Goldman Sachs, Mr. Bingham was a Managing Director at Citigroup, responsible for trading and distribution of all short-term municipal securities. He has been involved in the trading, distribution, and creation of numerous short-term products including Term Puts, TOBs, Pooled TOBs, and Extendable Commercial Notes. Mr. Bingham earned a BS from the Florida Institute of Technology. B. LITIGATION HISTORY OF GOLDMAN SACHS PROFESSIONALS To the knowledge of the banking team (as defined below), no members assigned to the City of Miami are the subject of any litigation or investigations related to any municipal business activities. The members of the banking team are professionally registered with the Financial Industry Regulatory Authority (FINRA). Registrants are subject to an internal annual certification process, which includes asking registrants whether they have been subject to any conviction. An affirmative response can result in filing a Form U-4 amendment, which would make information about the respondent's conviction publicly available on the FINRA website. For purposes of this response, the "Team" refers to those individuals listed in Question 5a. Additionally, please see Appendix C for disclosure related to certain litigation and regulatory matters. C. EXPERIENCE IN THE STATE OF FLORIDA As previously stated in Section 4.E, Goldmah Sachs has served on three transactions for the City since 2009, totaling $232.97 million in par. In November 2009, the firm served as co -manager on the City's Series 2009 Parking System Revenue and Revenue Refunding Bonds. In December 2009, the firm served as co -manager on the City's Series 2009 Special Obligation Bonds. Then in July 2010, the firm served as co -manager on the City's Series A and B Special Obligation Parking Revenue Bonds. Over the past 10 years, the firm has also served as underwriter to many clients in the State of Florida, representing a total of $56.5 billion in par. The firm was lead manager on $25.6 billion, co -manager on $29.3 billion and remarketing agent on $1.6 billion. We have provided a detailed summary of the lead manager, co -manager, and remarketing agent transactions in Appendix I. D. REFERENCES Client References MIAMPDA EE COUNTY Miami -Dade County, Florida Frank Hinton Director Miami -Dade County 111 NW 1st Street Miami, FL 33128 Tel: (305) 375-5147 fphl ip7,miamidade.gov City of Jacksonville, Florida Joe Grieve Treasurer City of Jacksonville 117 W. Duval Street Jacksonville, FL 32202 Tel: (904) 630-5940 pgreive a(�,coi.net Palm Beach County, Florida Sherry Brown County Debt Manager 301 North Olive Avenue West Palm Beach, Florida 33401 Tel: (561) 355-4160 sbrown4@pbcgov.orq; Goldman Sachs has served each of these three clients as senior managing underwriter on various issuances over the past 5 years. For each transaction Goldman Sachs is compensated through a traditional takedown structure. The table below provides our senior managed experience for these clients in the past 5-years: 12 Goldman Sachs Experience with Select Clients Issuer Sale Date Series Par ($mm) GS Role Palm Beach Co -Florida 11/19/2015 Series 2015 D $ 56.65 LEAD Palm Beach Co -Florida Miami -Dade Co -Florida Miami -Dade Co -Florida Miami -Dade Co -Florida Miami -Dade Co -Florida Miami -Dade Co -Florida Miami -Dade Co -Florida Miami -Dade Co -Florida 11/19/2015 06/25/2015 06/10/2015 06/10/2015 05/20/2015 05/14/2015 04/24/2015 04/24/2015 Series 2015 C Series 2015 A Series 2015 B Series 2015 A Series 2015 Series 2015 Series 2013-A Ser 2013-A & 2014-A 65,36 205.35 38.50 498.34 481.18 197.48 9.42 233.67 LEAD CO-MGR CO-MGR CO-MGR CO-MGR CO-MGR CO-MGR CO-MGR Jacksonville City -Florida Palm Beach Co -Florida Miami -Dade Co -Florida Miami -Dade Co -Florida Miami -Dade Co-Florlda 10/30/2014 Series 2014 100.16 LEAD 09/03/2014 Series 2014 A 72.45 SOLE 03/13/2014 Series 2014 328.13 LEAD 09/11/2013 Series 2013 B & D 126,69 CO-MGR 09/11/2013 Series 2013 A & C 255.97 CO-MGR Miami -Dade Co -Florida Jacksonville City -Florida Jacksonville City -Florida Miami -Dade Co -Florida 07/19/2013 Series 2013 A & B 492.67 CO-MGR 11/16/2012 Series 2012E 34.34 LEAD 11/16/2012 Series 2012 C & D 195.82 LEAD 10/24/2012 Series 2012 A & B 489.99 CO-MGR Jacksonville City -Florida Miami -Dade Co -Florida Palm Beach Co -Florida Jacksonville City -Florida Jacksonville City -Florida Miaml-Dade Co -Florida Miami -Dade Co -Florida Miami -Dade Co -Florida 08/01/2012 Series 2012 A 114.89 LEAD 07/20/2012 Series 2012 537.21 CO-MGR 06/08/2012 Series 2012 147.00 LEAD 03/22/2012 Series 2012 A & B 209,39 LEAD 03/22/2012 Series 2012 280.05 LEAD 09/21/2011 Series 2011 86.89 SOLE 07/22/2010 Series 2010 B 503.02 CO-MGR 02/23/2010 Series 2010 594.33 CO-MGR Miami -Dade Co -Florida 02/10/2010 Series 2010 239.76 CO-MGR Miami -Dade Co -Florida 01/14/2010 Series 2010 A 600.00 CO-MGR 13 E. RELEVANT EXPERIENCE OF GOLDMAN SACHS PROFESSIONALS We believe that depth and breadth of experience of the City's team at Goldman Sachs, whose members have significant experience with municipal financial products and municipal issuers both in the State of Florida and in the US more broadly, makes us well -qualified to serve as underwriter to the City. As mentioned previously, Goldman Sachs has served as senior managing underwriter on over $10.7 billion in financings since 2010. We highlight below key experience for the City's dedicated banking team to be viewed in conjunction with the resumes provided in Question 6.A. Goldman Sachs' Miami Team Name and Title Role Select Senior Manager Experience (last 5 years) David Levy Managing Director Team Oversight • $320m Miami -Dade County (Florida) / Miami International Airport • $151.5m combined financings City of Lakeland (Florida) ■ $285m Mid -Bay Bridge Authority (Florida) ■ $157.8m Tallahassee City (Florida) • $150m South Broward Hospital (Florida) ■ $161.7 Gainesville City (Florida) • $286.6m combined financings Jacksonville Electric Authority (Florida) IN $274,4 Shelby County (Tennessee) ■ $674.7m combined financings Metropolitan Government of Nashville and Davidson County (Tennessee) • $232.9m combined financings State of Louisiana • $262.5m City of New Orleans (Louisiana) • $206m Jackson City (Tennessee) Carlos Pineiro Vice President Co -Team Leader • $320m Miami -Dade County (Florida) / Miami International Airport • $104m Miami -Dade County School Board (Florida) ■ $341.2m Indiana Finance Authority (Indiana) ■ $468.9m City of Chicago Board of Education (Illinois) • $259.7m State of Wisconsin • $3.5bn State of Illinois • $550m Chicago Transit Authority (Illinois) ■ $86.9m Miami -Dade County (Florida) Francisco Brugueras Co -Team Leader Vice President • $320m Miami -Dade County (Florida) / Miami International Airport • $549.4m Maryland Transportation Authority (Maryland) • $248.7m Maryland Economic Development Corporation (Maryland) ■ $582.3m Puerto Rico Public Buildings Authority (Puerto Rico) • $104m Miami -Dade County School Board (Florida) ■ $86.9m Miami -Dade County (Florida) William DiBlasi Associate Deal Execution and Analytical Support • $320m Miami -Dade County (Florida) / Miami International Airport • $3.6bn combined Grand Parkway (Texas) ■ $1.4bn combined financings City of Atlanta (Georgia) • $2.0bn in combined financings for the New York City Transitional Finance Authority • $375m Nashville Davidson County (Tennessee) • $347m New York State Environmental Facilities Corp ■ $308m Lehigh County Authority Allentown Concession • $2.0bn Sales Tax Asset Receivable Corporation (New York City) Ed Droesch Lead Underwriter Managing Director • $122m Palm Beach County (Florida) ■ $2.0bn New York City Sales Tax Asset Receivable Corporation (New York) • $2,0bn in combined financings for the New York City Transitional Finance Authority • $1.2bn City of Atlanta (Georgia) • $286.6m combined financings Jacksonville Electric Authority • $285m Mid -Bay Bridge Authority (Florida) 14 Goldman Sachs' Miami Team Name and Title Role Select Senior Manager Experience (last 5 years) Bervan Yeh Managing Director Lead Underwriter ■ ■ ■ $151.5m combined financings City of Lakeland (Florida) $285m Mid -Bay Bridge Authority (Florida) $157.8m Tallahassee City (Florida) $150m South Broward Hospital (Florida) $161.7 Gainesville City (Florida) $286.6m combined financings Jacksonville Electric Authority (Florida) $320m Miami -Dade County (Florida) / Miami International Airport $595m combined financings Sacramento Public Financing Authority (California) $215,2m City of Sacramento (California) $408.9m City of Austin (Texas) $468.9m City of Chicago Board of Education (Illinois) F. BOND DISTRIBUTION CAPABILITIES FIRM APPROACH TO A NEGOTIATED SALE PSI Syndicate In addition, to our technical, credit and structuring expertise, the Firm has an experienced municipal syndicate desk, as described above, dedicated to providing our municipal clients with broad distribution and competitive pricing. Our marketing and underwriting team members, including our lead underwriters for the City and co -heads of the Firm's Municipal Syndicate desk, Ed Droesch and Bervan Yeh, are in constant contact with each other and their taxable and corporate counterparts to maintain a deep and current understanding of the fixed income markets and investor composition. This provides us with a strong platform to market and sell tax-exempt and, where appropriate, taxable bonds and short-term products, for the City. We believe all of this will continually assist the City in meeting its financing needs while also achieving broad distribution. Municipal Sales and Trading As we discussed in depth in our response to Question 4.B, Goldman Sachs has a strong municipal sales and trading platform led by Dan Bingham and Greg Larson, Managing Directors, each with over 25 years of municipal finance experience. The Firm's retail and institutional sales efforts stretch across the globe, and include 25 US sales and trading personnel focused on institutional municipal accounts, 442 individuals globally covering our retail clients, and a global fixed income institutional sales force providing broader coverage of all investment grade credits (municipal and corporate). While the Firm is traditionally known for the strength of our institutional distribution channel, we also maintain strong relationships with each segment of the retail buyer base from professional retail to high net worth individuals and traditional "mom and pop" investors. The intersection between the institutional and retail distribution channels has become an essential dynamic of the municipal market as traditional retail investors continue to consolidate and behave more like institutional investors. This phenomenon has resulted in significant coordination between the professional retail portfolios and traditional institutional portfolios at major investor complexes. Consequently, the strength of the Firm's institutional platform has positioned us well to adapt to changing market dynamics and provide comprehensive coverage of the institutional and retail participants in the municipal market as described in our response above. Professional Retail 1 SMA Sales Coverage Given the ratings of the City and the focus Miami places on retail distribution, we would expect any transaction to see a relatively high level of retail demand. As such, it is important that the City's senior manager have both the experience and capability to effectively reach retail investors in the existing market. As discussed above, while retail demand has historically been driven by individuals seeking safe, tax-exempt investments, the volatility and turbulence of the credit crunch and recession led to a fundamental shift in the retail space which continues today. As individuals continue to seek professional advice and resources to help navigate the municipal market, large amounts of capital continue to shift from individual retail investors and their brokers to SMAs. As the City knows, a Separately Managed Account is a portfolio of assets directly owned by the investor and actively managed by a professional investment manager. Account owners have the ability to customize their portfolios by excluding certain securities or industries, while maximizing the tax -advantaged nature of their investments. In that vein, SMAs are a different "breed" from mutual fund shareholders, and their preferences for 1) buy -and -hold investing and 2) shorter -term debt will drive retail demand for the City's primary offerings. SMAs are the most active pocket of retail demand and the largest driver of retail orders in the short and intermediate segments of the tax-exempt market. Goldman Sachs Private Wealth Management, for example, has offered an SMA advisory platform called "Central Muni" since 2003. Central Muni manages high net worth investments in high- grade municipal bonds in laddered maturity portfolios. 15 Outside of Goldman Sachs, many of the largest SMA platforms are managed by companies that also have a large presence in the mutual fund space. If looking at a list of investors, some overlap is certainly noticeable as several names normally associated with being bond funds regularly appear, including firms such as BlackRock, Wells Capital, Columbia and Nuveen. In 2012 and 2013, in response to shrinking business lines and fund outflows, we saw bond funds begin to offer privately managed services for individual investors. For instance, as investors shifted their investment strategies from funds to individual accounts, Franklin, BlackRock, Nuveen and Eaton Vance all increased their separate -account sales and marketing efforts to absorb as much of the fund outflows as they could. In addition, many SMA-focused firms such as Breckinridge, Gannett Welsh & Kotler and McDonnell Investments have added assets as retail investors have favored the professional advice and resources they receive from the SMA model. SMAs also include bank trust departments and investment advisors such as Northern Trust and AllianceBernstein. Therefore in today's market, a successful retail sales effort cannot only focus on traditional "mom and pop" investors, but must reach this subset of "institutional" retail participants (Le., bank trust departments, SMAs, asset managers, investment advisors, etc.). Goldman Sachs has dedicated a salesperson assigned to cover the majority of the managed accounts. This dedication gives us an edge and insight to what is one of the most important segments in the municipal buyer base. Utilizing this centralized approach allows us to: • Cover institutions who offer both a fund and SMA platform more effectively — by having specific coverage for the retail business separate from the funds; • Maintain real-time information on each SMA's strategies and investment flows via secondary and primary interactions; • Increase awareness of specific inquiries that these accounts may have at a particular time when working on new issues; and • Identify the structural needs (i.e. coupons) that can access the largest retail base for a given name. The biggest benefit to having a specific person cover the SMAs is the attention that we bring to this investor group. Having a designated person work with the SMAs gives us a competitive edge as we understand the inner workings of how SMA's make their investment decisions, a strategy which we will discuss further later in this response. We believe this level of SMA coverage, driven from our historically strong institutional sales force, helps distinguish our public finance franchise from that of many peers, whose retail distribution capabilities rely heavily on demand from "mom and pop" investors. Retail Sales Force Goldman Sachs has a network of retail sales professionals comprised of 449 registered PWM advisors who cover high net worth clients, who often purchase blocks of bonds in the $1+ million range. These advisors have $36 billion of municipal Assets Under Supervision across approximately 15,000 individual accounts. The municipal fixed income team within PWM includes 7 portfolio managers, 4 sales traders, and 3 credit analysts, who focus on investing in municipal securities. Goldman Sachs has an extensive network of private wealth professionals covering clients in Florida. These high net -worth accounts would be targeted as part of any issuance in order to generate interest in the City's bonds. As previously mentioned, when involved in a transaction, our PWM clients typically order in large blocks, similar to many institutional buyers. Their size and magnitude in certain transactions can lead to an aggressive overall pricing by the placement of a few key orders along the yield curve. We believe that given our PWM client base in the State, an aggressive and successful pricing can be attained during a retail order period. As can be seen in the below map, the Firm has offices all over the Country that serve our PWM clients, including our Miami office. Our firm's coverage in Florida is based out of our Miami and Palm Beach offices and further supported by our headquarters in New York. Given the PWM specialists covering clients in the State, our resources will result in a successful marketing of the City's bonds to this important investor base. Goldman Sachs' National Distribution Network Seattle San FrancIsc Los Angeles Miam Boston DMIt4 Philadelphia hNew York ington DC West Palm Beach In addition, Goldman Sachs recognizes that despite the decrease in their direct participation, reaching traditional "mom and pop" investors is an important part of a successful municipal bond sale. As such, to bolster our PWM franchise, the Firm has an agreement with Incapital LLC ("Incapital") to distribute new -issue municipal securities offerings. The Distribution Arrangement between Goldman Sachs and Incapital leverages more than 200 of the broker -dealers included in Incapital's nationwide network, which include 1,200 registered advisors with over $62 billion of assets under management. Dual -Track Sales Approach Beyond the structural make-up of our sales force and the broad top level institutional coverage for active and non- traditional investors in the municipal space, the Firm's sales force believes that a successful sales effort must extend further, down to the portfolio manager level. When marketing to institutional buyers it is often overlooked that these firms are not monolithic entities. Rather, many of these institutions have multiple funds, managers and analysts for different portfolios. As such, it 16 is critical for the City's underwriter not only to know which firms to target, but also the right portfolio manager and credit analyst for each particular credit and/or structure. This ensures that the City has direct access to its actual buyer base and that the correct individuals at each investor have as much time as possible to review the transaction. Goldman Sachs' relationships with these firms and, in most cases, the particular portfolio manager and analyst who would be evaluating the City's bonds will help the City to effectively target a broad and deep buyer base in a way that our competitors do not. While it is important to have an active dialogue with the credit analyst at each investor, we believe a marketing approach that stops at this level is incomplete. We believe it is more accurate to view credit analysts the gatekeepers for each of the relevant portfolio managers, who should be the true target of any marketing effort. While credit analysts have the ability approve or deny a credit, which is immensely important, they do not make the final investment decisions once a credit is approved. Thus, we believe — particularly for highly rated and well known credits, such as the City's — that underwriters should have a thorough understanding of the demand profile of the underlying portfolios in order to leverage that knowledge to effectively foster demand. In order to do so, the Goldman Sachs sales team has developed a dual -track approach to covering each account that is tailored to the credit being offered and is designed to provide as much detail about each underlying portfolio as possible. By drilling down beyond the management company and credit analyst level, the Firm has a more complete perspective on potential buyers of the City's multiple credits. Management Company .ttads, to to Regional Credit Approach (i.e., Southeast, Midwest, FL) By deepening the relationships at each management company down to the portfolio manager level the Firm is able to garner information that can be used in the marketing process. This information includes: ■ Assets Under Management • Target Range (years) N Theoretical Capacity • Structural Preferences With this information, our sales force can not only engage in a dialogue with the specific individual that will ultimately choose whether to buy the City's bonds (and how much), but they can also understand the preferences and capacity that each fund has from the onset. This information not only allows our sales force to be more efficient with its marketing efforts, but also provides meaningful data on the quality of an order that may come in. For example, if we know that a particular portfolio has a theoretical capacity of $100 million for the City's bonds across multiple funds, but only puts in an order for $15 million, we will know to engage them in a discussion to understand any potential hesitation. This provides us with an opportunity to address potential concerns and garner additional demand that may have been missed without the additional background. In summary, by utilizing a customized approach which leverages the deep relationships of our sales force, the Firm is able to access additional pockets of demand which ultimately increase the City's investor base and promote tighter execution. As we will discuss further below in our response to Question 7, we believe that the ability for the City to remain flexible to respond to investor preferences in terms of structure, couponing and syndicate policies will help maximize investor demand and in turn drive pricing lower. Due to the strength and depth of the relationships the Goldman Sachs has as result of its dedicated institutional and retail sales forces, the Firm is uniquely positioned to identify trends and investor preferences in order to provide real-time feedback to the City throughout the marketing and pricing process. We discuss some of these considerations in more detail below. BALANCING INSTITUTIONAL AND RETAIL DEMAND We believe that in addition to the strength of its credit story, the City should also leverage structural or policy adjustments, each of which can be tailored to put pressure on a certain segment of the buyer base thus creating scarcity and increasing overall demand. As the City considers its goals regarding retail versus institutional investors, we believe it may wish to utilize the following strategies: • Reserved, Orderly Pricing Periods: We believe the City may wish to consider a reserved order period for Florida Retail with syndicate rules that provide equal access to the City's limited supply of bonds. In addition, priority of orders can be used to leverage retail demand to attract greater additional institutional interest and thus drive down overall financing costs. • Effective Outreach and "Credit -First Approach": Retail differs greatly from institutional buyers in that retail focused syndicate members require lightly longer lead times to canvass their accounts and appreciate advance notice of a transaction. Institutional buyers 17 operate on less notice but appreciate laying out the credit work and access to management during the marketing process. This process also allows the City to control the messaging regarding its credit to the credit analysts at the institutional investors. ■ Targeted Structural Features: All investors appreciate the opportunity to buy into a deal with their coupon and tenor of preference. While it is often not possible or advisable to make adjustments to the tenor or final maturity of an issuance, particularly, as may be the case with the City's CIP, where final maturities may be constrained by the asset being financed, we believe maintaining flexibility regarding timing, coupon and call -dates can greatly impact the City's ability to attract new investors and broaden its existing investor base. By offering a range of structuring features targeted to specific investors, the City would be able to create scarcity within an issue and thus increase demand for its bonds. The following sections expand on these primary factors as they relate to both retail and institutional investors. Marketing to Retail Investors While retail investor interest for Florida paper exists from in -state residents it may not be as strong as in higher tax states, such as New York. However, retail investor interest does extend nationally, particularly in zero tax states such as Texas, Washington, and Nevada and low tax states such as Pennsylvania, as well as states that do not provide in -state tax exemptions such as Illinois. Given this, we recommend the following steps to ensure a successful retail distribution in Florida and nationally: ■ Give Substantial Advance Notice of Issue — The key is to ensure that the retail sales forces are properly focused prior to the order period. Some of the techniques we have used include sending out initial reminder wires and Dalcomp information spreadsheets to managers and selling group members. ■ Employ a 1-day Retail Order Period — The best method for achieving maximum focus is to use this technique, which also motivates brokers by assuring them that their orders will be filled. However, we believe there are circumstances in which issuers may wish to adjust its retail policy to guarantee only 50% of retail orders submitted during the retail order period. Such a policy would still provide motivation for retail brokers, but would also maintain interest from institutional investors by leaving bonds available after the retail order period. We would recommend a retail order period one day prior to institutional pricing, with periodic reviews and updates on the progress. During slow retail periods, we will often recommend accelerating into institutional pricing if the market is strong and institutional investors are ready to commit to the issue. ■ Access All Retail Segments — As mentioned above, the retail market can have varying buying patterns, and all segments, Florida and national retail investors, can contribute to improving the final pricing, SMAs and investment advisors will help buttress demand from individuals. • Use of Retail Capacity of Regional Firms — Goldman Sachs' strong relationships with regional dealers, helps to make the most of in -state and regional demand. Our sales force also coordinates with regional and national retail brokers outside of the City's local pool to provide complete coverage of the balance of the municipal market, notably through a distribution agreement with InCapital. As a result of our market position and the fact that we do not directly compete with these regional firms in their market coverage, regional firms have an incentive to work closely with Goldman Sachs. Further, we strongly encourage active local dealer participation, using the following methods: — Provide local dealers with additional time to develop retail orders from less -experienced investors. — Listen to coupon preferences. — Ensure legitimate retail orders are placed during the appropriate order period and require zip codes as a safeguard against those managers who view the rules more as guidelines. — Require the institutional investor orders placed during the retail order period go to pricing day or be placed as a net designated order. The City can prioritize these orders during the allocation process. ■ Couponing — To attract all retail segments, we recommend a bifurcation of the bonds to include both par bonds and premium bonds. Retail investors, in general, prefer par bonds. In the current relatively low interest environment, high net worth individuals, who share institutional investor buying patterns, still prefer premium bonds but are may also buy low coupons. By providing both structures, the City can attract the widest retail base. ■ Retail Order Rules — Structure rules for the order period and make sure they are fairly enforced to maintain an orderly syndicate, In order to effectively employ these rules, we believe it will be important for Goldman Sachs and the City to coordinate closely both before and during pricing ensure a seamless process. We would recommend City maintain the following rules governing the retail order period: — Highest priority for in -state retail orders — 100% credit on takedown to syndicate member — A retail order should be defined as an order placed for the account of an individual, bank trust department, or investment advisor domiciled in the State and dedicated Florida -specific mutual funds — Record of zip codes for each order with the option to request copies of order confirmations from co - managers to ensure transparency and order throughout the process 18 — Reserve the right to verify any retail order, limit the size, and require large retail orders submitted by professional advisors/managers and mutual funds to be executed on a net designated basis at the pleasure of City. MARKETING TO INSTITUTIONAL INVESTORS In addition, to leveraging the knowledge afforded to us by our deep relationships with institutional investors described above, we believe the City may wish to consider the following to ensure maximum investor participation, we recommend the following approaches: Structuring Premium Bonds to Tax -Exempt Institutions With tax-exempt yields still at relatively low levels and rates projected to increase in the near term, tax-exempt institutional investors have shown a strong preference for premium bonds with coupons at or higher than 5.00%. Certain institutional investor classes including bond funds and insurance companies have substantially increased demand for these products for a number of reasons: • Liquidity: Higher coupon bonds have a liquidity and pricing advantage in the secondary market as they are less volatile than discount bonds with changing rates • Rate Protection: Higher coupon bonds are less susceptible to price changes as interest rates rise, making them more attractive for investors that may need to sell a position at an inopportune time. • Taxation: A discount bond yield includes anticipated capital gains that are taxable when the bond is redeemed. In contrast, the entire yield of the premium bond is tax free. Discount bonds are also subject to the de minimus tax; while premium bonds are not. The larger the premium, the longer it will take for the price of the bonds to drop below par. Given these factors institutional investors continue to look for healthy new issue premiums. If they don't receive their expected premiums, they will demand higher yields especially if they believe it will be difficult to sell the bonds in the future. However, this essentially means that investors are willing to pay the City for their preferred structure, which could provide a significant benefit to the City on a yield to call basis. This means that the City will be able to realize savings for correctly structured premium priced -to -the -call bonds. With this in mind, through the extensive feedback our Syndicate and sales and trading professionals have received from municipal investors, Goldman Sachs has been able to identify certain additional features that are currently receiving interest from specific subsets of investors: 5.25% Coupon Sub-5% Coupon 5-year Par CaII • Opportunity for coupon diversification, without giving up coupon protection in the • Some "Buy and Hold" investors looking for more incremental upfront yield vs standard 5% • Opportunity to pick-up yield. without extending duration. Better risk per unit of event rates rise ■ Bond funds are ■ YTC Unless levels are duration measurement primary buyers, along with some at a discount, primary interest ■ Bond fund interest, along insurance comes from with some Hedge companies insurance companies and bank portfolios Fund interest as a defensive investment play ■ Vanguard ■ Wells Fargo s Boston Company • Fidelity ■ JPM CIO a Vanguard • Wellington ■ Travelers s Lord Abbet • Nationwide ■ Hartford Fire ■ Standish Mellon • Lord Abbet • Prudential • WAMCO • Wells Capital • Hedge Funds Implementation of an Electronic Investor Roadshow for all Institutional Investors Use of electronic investor roadshows has grown over the years as investors have become more focused on the underlying credit. Depending on City's preference, a live call could be held where investors dial -in and have the chance to interact with the City's management. While this is not a necessity, given the positive story of the City's credit over recent years this might provide the City with a forum to further highlight this progress. The presentation as well as questions and answers would be recorded and made available to investors who were not able to participate in the original call. If this City chose not to do this, a slides -only presentation would also go a long way to providing information in a clear, concise way for investors to review. We would also offer the opportunity for one-on-one calls to answer any questions that investors may have developed in the course of their credit review. Goldman Sachs' finance team, including our credit expert, Stacy Lingamfelter, would help the City develop a presentation that is informative and convincing. Moreover, we believe that the City should implement the roadshow approach regularly in order to maintain communication with the investor community. Use Priority of Orders to Enhance Institutional Demand Finally, we believe the City should be flexible when creating its priority of orders policy as a way to enhance institutional demand. If the City sees strong retail demand, demand it may wish to adjust its policies to guarantee a minimum of 50% of retail orders be filled instead of the typical 100%, which would ensure that there is sufficient supply for institutional investors to engage, which ultimately leads to increased demand and tighter pricing. While this might not be applicable in all market environments, we believe this is a strategy that the City should consider if retail demand is particularly strong. While these preferences and market dynamics are constantly changing along with market conditions and investor goals, it is important for the City's senior manager to have the pulse of the current market to help identify these trends as they appear and help the City to react in a way that allows them to take advantage of increased demand in different investor segments. 19 7. Understanding of City a) Describe the Proposer's understanding of the City's financial situation, including ideas on how the City should approach its current financing issues, such as bond structures, credit rating strategies and investor marketing strategies (limit to two pages); and b) Describe the Proposer's understanding of the City's local political, economic, legal and other Issues that may affect the proposed financing (limit to two (2) pages). Attached for your reference, on the Header Section of this RFQ, is the City's Capital Plan for FY 2014-15. A. CITY FINANCIAL SITUATION STRUCTURAL CONSIDERATIONS The City's credits, including the General Obligation, Special Obligation and Limited Ad Valorem credits have seen a strengthening in fundamentals as a result of various positive developments over the past 4 years. These changes include a growing economy, strengthened financial position, prudent fiscal policies, strengthening management team and a largely manageable debt profile, all of which have resulted in significant recent upgrades for the City's credits from all three major rating agencies. Despite these positive trends, the City has relatively high fixed expenses between debt service, pension contributions and OPEB, accounting for 27% of the City's operating revenue in 2014. Thus, as the City considers its structuring alternatives, we believe it should consider how each structure impacts the General Fund budget on an annual basis, particularly in the early years where debt service (and fixed costs) is at its highest. While we don't believe the City should put undue weight on this particular aspect its credit profile, a strategy of deferring principal in early years may provide some minor budgetary relief for the General Fund as the City continues to search for ways to reduce its fixed costs. As the City knows, anytime it defers principal payments as part of a financing structure, it increases the weighted average life of the issuance, thus increasing the overall TIC and debt service expense. As such, we would recommend that the City remain conservative in its structuring and amortization approach, particularly as we do not see an overwhelmingly pressing need for debt service restructuring in early years, as pensions liability makes up a majority of fixed costs. However given the City's current debt profile, which is very heavily front -loaded, and the currently low long-term rate environment (30-year MMD has only been lower that it is today 3% of time over the past 10 years), it may wish to consider deferring principal amortization to lock in long- term rates and create more level overall debt service structure. Assuming an issuance that generates $139.3 in proceeds (per the City's 2015-2016 capital plan) and rates as of December 11, 2015, such a structure would result in a decrease in debt service (compared to a more traditional 30-year level debt service structure) of approximately $1.7 million annually in FY 2017 to 2039 where debt service is currently at its highest. Deferred Debt Service Structure $ 80 E $ 70 $ 60 $ 50 $ 40 $ 30 $ 20 $ 10 $0 O O N CO O 0 NO N 0 O N 0 N N 0 N CO O N O O N N 0 O O co O N CO CO N o N N 71- 0 ■ GO • Special Obligation • $139.3mm New Money The obvious consideration with such a structure then becomes the additional debt service cost associated with such a structure on an aggregate basis. The below table outlines some of the key statistics for each of the structures, including TIC, weighted average life and PV debt services. TIC WAL PV D/S1 MADS Level Debt Deferred Principal 3.711% 4.095% 18.6 Years $132.5mm $76.7mm 27.2 Years $139.3mm $75.0mm Discounted at 4.0%. As can be seen, this structure results in a total increase in PV debt service of approximately $6.8 million over the life of the structure. While we believe the City should typically view minimizing its overall cost for its plan of finance as its primary consideration, if rating agencies continue to focus on the City's fixed costs (particularly in the short-term as it assesses potential solutions for its pensions costs and resolves outstanding litigation concerns), it may be a reasonable to consider a structure that defers principal amortization, particularly given the low long-term rate environment. STRUCTURAL FLEXIBILITY In addition to amortization profiles, we believe it is important to be aggressive in gathering investor feedback on features such as coupon, call dates, and serials vs. term bonds. Understanding these preferences and adjusting the structure accordingly can be a powerful way to generate increased interest for certain maturities by appealing to a wider array of investors. By offering structural features targeted to specific investors, the City should be able to achieve a pricing benefit either by creating scarcity within an issue and thus increase demand for its bonds or by offering a product for which 20 investors will otherwise pay a premium. Below, we have included examples of some features that have recently experienced periods of increased demand among certain pockets of investors: • Over 5.00% coupons • Sub-5% coupons • Non -call bonds • Short -call bonds Along these same lines, we recommend that the City consider bifurcating coupons to include both par bonds and premium bonds in order to attract all retail segments. Retail investors in general prefer par bonds, though in the current low interest environment, high net worth individuals, who share institutional investor buying patterns, still tend to prefer premium bonds but may also buy low coupons. While it is important to note that the preferences of each individual investor will change as the market develops, the ability of the City to remain flexible with regard to these qualities will greatly enhance its ability to attract these investors and maintain a diverse range of buyers. RATING APPROACH In developing an approach to the rating agencies, we first analyze recent ratings actions and potential trends. The City received significant rating upgrades from all three rating agencies to Al/A+/A+ for its General Obligation debt and A2/A/A for its non -ad valorem, special obligation and limited ad valorem bonds, with all agencies listing a stable outlook and the general obligation bond ratings driving the non -ad valorem, special obligation and limited ad valorem debt ratings. Given that the agencies took these actions in the time since November 2014 (with Moody's as the most recent in March 2015), it would be unusual for rating analysist to consider a second upgrade in such quick succession , despite continued positive performance. As such, we would recommend a rating strategy that seeks to maintain your currently very high ratings with an eye toward future upgrades in a 1-3 year horizon. In terms of analytics, we look at the City's recent performance with a special focus on the areas highlighted by each rating agency. These areas include local economic factors, changes in liquidity profile, overall fiscal management, fixed costs and litigation. For each area, we can assess whether the trend is positive, negative or unchanged. The rating agencies have identified the following strengths, which we would reiterate in any rating agency presentation: • Strong Fundamental Economy • Continued Economic Growth • Strong Management and Stable Financial Metrics • Strong Liquidity The City has done well on these fronts with maintaining a growing and diverse set of revenue streams. In addition these streams have begun to rebound with a boom in new construction and real estate valuations rebounding from the lows during the recession, with housing prices rising nearly 44% over the past three years. Currently levels of downtown development indicate that this growth is likely to continue. In addition, despite a recent increase in expenses as revenues have rebounded since the recession, overall expenses have increased more slowly than debt service, which Fitch takes a sign of improved fiscal management. Finally, fund balance reserves of $112.4 million at the end of fiscal 2014 and Moody's expecting continued structural balance through 2019. Despite these strong fundamentals, the rating agencies see possibility of further rating increase through • Controlling hard costs (pension, OPEB etc.) • Significant economic expansion While it is expected that the City continues to see its economy expand in the near future, consistent with the national trend, (Moody's points towards increased revenue from construction permits and increased population growth), all three rating agencies discuss the City's pension pressures a credit challenge. With these considerations in mind, it is our opinion the City is on track to maintain its ratings. However, we would note that in their recent US Public Finance 2016 Outlooks on December 3, Fitch indicated that it may no longer consider "moderate" pension pressures in its rating analysis, making them the most viable option should the City push for an upgrade in the near term. Conversely, S&P appears to have the least favorable view of the City's pension liabilities, making it a less attractive candidate for positive rating action in the near future. We look forward to working with the City to develop a strategy to maintain and enhance its strong ratings profile. MARKETING APPROACH In the current credit -sensitive environment, it is important even for highly -rated issuers to be guided by an experienced underwriter and supported by a carefully tailored marketing program. The members of the City's team have significant experience working with municipal issuers, and specifically those who have experienced significant changes in their credit profile. If selected, we will work to integrate this credit -positive step into a marketing program that broadens the scope of the City's investor outreach for the bonds. Education of Sales Force and Investors We will work with our sales forces to ensure they have a clear understanding of the credit and proposed structure so that they may most effectively market the offering to investors. This is particularly important given all of the positive news surrounding the City in recent years. We would incorporate the following steps to effectively educate investors and generate significant interest in the bonds: • Post POS at least 7-10 days to two weeks before pricing. ■ Hold a "teach -in" for sales forces in the days following posting (can have separate discussion with co - managers). 21 • We recommend that the City use a written and recorded internet investor presentation and release it concurrently with the POS. The presentation will allow the City to tell its very positive credit story in a controlled environment. • Offer one-on-one calls with key investor targets, as discussed above, the week following POS and Internet Roadshow postings. Similar to a comprehensive investor education program, we would also like to highlight the importance of clear and expanded disclosure. Post -credit crisis, with minimal use of and benefit from bond insurance, investors continue to focus on the disclosure document. Any question about the absence of full and transparent disclosure would give investors a reason to pass on a transaction. Therefore, within the disclosure document, it is important to include the latest financials, discuss any recent material events, make it readable, and most importantly current Timing Considerations Having an ongoing dialogue about the market long before launching an order period is essential to minimizing surprises, managing expectations, and achieving the goals of the financing plan. Other keys to successful order periods include: • Use our expertise and capital to quickly adapt to unpredictable conditions. Pre -marketing to drive investor interest and gauge demand. • Maintain flexibility to accelerate pricing under the right conditions — particularly in periods of market volatility. To attract a wider, more diverse retail audience, we recommend that the City: • Give substantial advance notice of issue. This will ensure that retail sales forces are properly focused during the order period. • Start the order period early in the day. Given the growth of professional retail and increased pricing transparency, the dynamics of retail order periods have changed from the days of primarily mom-and-pop retail. Many issuers have taken to accelerating institutional pricing to the afternoon of a morning retail period if demand develops adequately. • Leverage existing relationships through SMAs and Goldman Sachs PWM. B. POLITICAL, ECONOMIC, AND LEGAL ENVIRONMENT The City's credits, including the General Obligation, Special Obligation and Limited Ad Valorem credits have seen a strengthening in fundamentals as a result of various positive developments over the past 4 years. These changes include a growing economy, strengthened financial position, prudent fiscal policies, strengthening management team and a largely manageable debt profile, all of which have resulted in significant recent upgrades for the City's credits from all three major rating agencies. We have provided below a more detailed discussion of each of these considerations. STRENGTHENING ECONOMIC FORCES The City maintains a strong economy, whose broad and diverse set of revenue streams provide for a certain level of stability and reduced (relative to other US cities) burden on residents as a result of significant tourism business. Breakdown of City Revenues by Source Sales and Other Use Taxes 3.9% State Revenue Sharing - Unrestricted 1.8% Franchise Taxes 6.1% Public Service Taxes 8.0% Operating Grants and Contribution 14.0% Charges or Sdrfvibos 28aa%. Proceeds from Sale of Property 1,3% Investment Earnings - Unrestricted 0.6% Capital Grants and Contributions 0,3% Source: Moody's Upgrades Miami, FL's GO to Al & non -ad valorem to A2; Outlook stable. March 5, 2015, Despite this diversity, the City has certainly benefited from the recent growth in property tax revenues as real estate valuations have rebounded from the lows during the recession, with housing prices rising nearly 44% over the past three years, which is twice the national rate. In addition, the City has seen many changes that indicate a likelihood that this type of economic growth should continue. These include significant downtown development (in the form of both multi -family housing and commercial development), as evidenced by revenue from construction permits rising from $21.1 million in 2013 to $30.5 million in 20151 and strong population growth. In fact, according to the US Census Bureau, the City 's population has grown at a rate of 7.7% between 2010 and July 2014 which is significantly higher than the statewide growth rate of 5.8% and more than double the national rate of 3.3% during the same period. IMPROVED FISCAL MANAGEMENT Not only has the City benefited from increased revenue as a result of its improving economy, but it has also benefited from the commitment of management to manage its expenses. After a series of operating deficits during the height of the financial crisis the City drastically cut its General Fund Operating expenses by more than 16% from between 2009 and 2012. While the City has gradual increased its General Fund expenditures since 2012, its revenues have hit records highs in 2014 at $569.5 million (an increase of approximately 10% since 2011) while its operating expenses have remained virtually flat from 2010 levels. 1 Moody's Upgrades Miami, FL's GO to Al & non -ad valorem to A2; Outlook stable. March 5, 2015. 22 STRENGTHENING RESERVES: The combination of the growing economy and increased fiscal prudence has resulted in one of the most noted aspects of the City's changing financial position, the strengthening of its reserves with the General Fund balance reserves at $112.4 million the end of fiscal 2014. This strengthened liquidity position comes as a result of City's fourth consecutive year of budgetary surpluses (fiscal years 2011-14), following deficits in five of the six previous years. General Fund Balance Reserves 2014 2013 2012 2011 Revenues and Transfers in $ 569,457 $ 525,870 $ 518,053 $ 515,361 Expenditures and Transfers Out 532,497 507,943 480,153 513,190 Net Change in Fund Balance 36,959 17,927 37,900 2,171 Beginning Fund Balance 75,463 57,544 19,644 17,473 Ending Fund balance $ 112,422 $ 15471 $ 57,544 $ 19,644 Source: City of Miami CAFR Not only does the current position provide significant budgetary flexibility it also indicates restored financial stability for the City. This is further bolstered by the City's five-year forecast which shows general fund surpluses through 2019. Despite the strong economic and fiscal positon of the City in recent years, there are still challenges which will impact the views of both rating agencies and investors alike. We provide a brief discussion of these considerations below: SOCIOECONOMIC PROFILE One of the factors that Moody's and Fitch (though notably not S&P) discuss in their analyses of the City's overall credit profile is the socio-economic and demographic profile of the City. They both cite factors such as a relatively low level of education attainment in the City, which contributes to a low median family income of 53.5% of the US rate in 2012, which according to Moody's trails cities with similar property values and populations. In addition, both note the relative levels of individual poverty in the City, which Moody's quotes as being more than twice the State and national rate from 2006 to 2010. Importantly however, Moody's does not believe this limits the City's rating assuming continued economic improvement and favorable management of fixed expenses. PENSION PRESSURES As noted previously, rating agencies view the City's near term fixed costs associated with it liabilities related to its pension and OPEB liabilities. The vast majority of the City's pension liabilities come from its plans for police and firefighters (FIPO) and general employees and sanitation workers (GSE). In 2014 the City's net pension liability was $677 million and Moody's reports an adjusted net pension liability as of Fiscal Year 2014 of $1.7 billion, or 2.6 times operation revenue In addition, the cost of funding the pension budgeted in 2015 rose to $89.2 million up from $61 million in 2009. Despite increasing costs, the City through its's recent contract negotiations with the firefighters union was able to secure an increase in pension contributions from 7 percent to 10 percent of their salary, though it came at the cost of resuming pay increases that had been frozen since 2012. Though this is a relatively small and short term (it's a two year contract) improvement for the City, it provides comfort to both investors and rating agencies that the City can successfully negotiate with its unions for immediate results, something that rating agencies had previously doubted. In addition, Moody's notes that the City benefits from the changes the City implemented when it declared financial urgency in 2010 and the significant flexibility it has to change pension benefits as a result of the Scott v Williams ruling in 2013, which confirmed the State and its municipalities' the ability to prospectively amend retirement plans, provided benefits for past work remain unchanged. In the next section, we discuss the implication of these decisions. ONGOING LITIGATION The City's ongoing litigation and SEC investigations provide a minor shadow over the otherwise bright story of the City's credit. Although neither the ongoing cases brought by the firefighters and police unions or the SEC charges cause substantial reservations for rating agencies or investors it is important that the City provide ongoing and continued disclosure through the proceedings as to any potential negative impact and appropriately consider the impact of the ongoing proceedings on timing of issuances and marketing processes. SEC vs City of Miami and Former Budget Director In the original suit, the SEC accused the City and its former budget director, Michael Boudreaux, of filing materially misleading statements in the city's 2007 and 2008 annual reports and of making improper transfers between the City's capital improvement fund and general fund to hide fiscal issues. The SEC claimed these statements and actions misinformed investors regarding the financial state of the City. The SEC later sued City and Boudreaux in Florida federal court in July 2013, accusing Miami officials of transferring approximately $37.5 million between 2007 and 2009 from other funds set aside for capital projects — including some restricted funds — to fill growing gaps in the general fund, which kept falling below its $100 million reserve level. While there has been significant and ongoing disclosure regarding this case, most recently in the City's 2014 CAFR, it will be important for the City to keep this disclosure up-to-date and accurate as the case proceeds, particularly after the US Supreme Court refused to take up Mr. Boudreaux's request for qualified immunity in June 2015. In the wake of this decision, this case was reopened and is set to be tried in the US District Court for the Southern District of Florida. SEC Investigation - Marlins Stadium Bonds In 2011, the City was notified that the SEC was conducting an inquiry concerning City's issuance of bonds used to financing and construction of parking facilities surrounding Marlins Park. According to the City Attorney, the City has 23 received requests for additional information from, the SEC as recently as August of this year. While the nature of this investigation limits the information the City itself receives from the SEC regarding the status, it will also remain important for the City to provide ongoing and accurate disclosure to investors on an ongoing basis and at the outset of any potential financing. Fraternal Order of Police and International Association of Firefighters, Local 587 In addition to the ongoing litigation with the SEC, rating agencies have discussed the ongoing litigation between the City and various unions, the largest of which are the Fraternal Order of Police and the International Association of Firefighters, Local 587, both of whom have sued the City regarding unilateral changes made to respective collective bargaining agreements as a result of the City declaring Financial Urgency during the financial crisis which included cuts to pay and a cap on retirement benefits. While the City has received favorable outcomes from both Public Employee Pension Relations Committee and the District Court of Appeals (First District for the Police and Third for the Fire fighters), the Fraternal Order of Police have raised an appeal to the Florida Supreme Court which was heard in April of 2015. At the same time the Supreme Court has granted a stay of the fire fighters case until the outcome of case with the Fraternal Order of Police. It is important that investors and rating agencies are made aware of developments in each case as they unfold Considerations As we have mentioned above, the key factor for the City regarding these outstanding items is clear, accurate and up-to-date disclosure for investors. While we don't anticipate significant hesitation from investors (as has been the case with rating agencies) as a result of the existence of these cases, any perceived lack of disclosure or transparency could cause otherwise interested investors to pass on a City issuance. In order to ensure investor, underwriter or rating agency concerns are appropriately mitigated we would suggest the following steps: • As the City selects its underwriting pool, it is important that underwriters are kept abreast of the latest developments. As such, we would suggest the City organize a meeting with all underwriters the City can discuss its litigation and plan to keep them informed of any progress. This would not only give underwriters comfort regarding the City's disclosure but will also position them to adequately address investor inquiries. • We would also recommend the City think carefully regarding the timing of any proposed issuance. It would be beneficial to time issuances, to the extent possible, to avoid periods of significant activity in any of the outstanding matters. This will help avoid marketing issues and will make it easier to ensure accurate and up-to-date disclosure • To the extent the City cannot avoid an issuance during the litigation window, we would suggest an extended marketing process and a reasonably spaced selling window in order to allow the City to explain its current state of affairs. This will also allow both underwriters and investors to receive clearance to participate — As part of this, we would also recommend making the City's Attorneys available for discussion during the sales and marketing period to provide additional clarity and comfort on all disclosure 8. Description of the Approach to Providing Services Requested in the Solicitation Provide a synopsis the Proposer's process and procedures, the standards it adheres to, and its general philosophy to the underwriting process. Describe how the Proposer views the roles of the other parties, such as the client, in the process. Goldman Sachs is pleased to be able toshare its views on how the firm would approach the services requested in this RFQ. The firm takes pride in its ability to take on complex structuring assignments and custom tailor a solution that provides the most flexibility to its issuer clients while striking a balance in creating a marketable credit structure that will be well received by potential investors. Our "lead with credit" marketing approach starts with a public financing banking team that fully understands the nuances of the credit being sold and extends to a syndicate desk and sales team that has a real-time feel for the pulse of the municipal market and it's investor participants. Furthermore, we believe that our extensive experience working with issuers in South Florida and the State more broadly will provide a strong background for our role as underwriter for the City. While the financing plan City's multi -year capital plan reflects the then prevailing markets, we understand that the markets have and will continue to change as a potential bond sale becomes imminent. Therefore, our team is ready to provide a fresh look on every component of the financing as it fits within the broader capital plans of the City. In our response below, we discuss both our staffing approach, and how we aim to address the services requested. While we provide some specific considerations regarding the proposed services, we would point out that another hallmark of Goldman Sachs is our ability to stay nimble and flexible in structuring and marketing transactions. It is important to establish a well-defined game plan, but it is equally important to be able to pivot in mid -stream should market and/or the credit environment shift during the structuring phase of the transaction. The bottom line is that we appreciate the City's capital plan and are fully committed to achieving a positive result for the individual transactions that fits within the City's broader capital plan. Goldman Sachs will dedicate appropriate resources necessary to ensure flawless execution of all the components of the capital structure. 24 METHODOLOGY AND APPROACH Goldman Sachs believes that a successful financing process is a transparent and collaborative process which is driven by the needs and desires of the issuer, both for the individual transaction at hand and its overall financing plan. With this in mind we have outlined some of the key work streams which we anticipate throughout the underwriting process Key Work Streams 1 Coordination and Logistics 2. Structuring Analysis / Evaluation 3. Rating Agency Approach 4. Assist in Drafting Legal Documents 5. Marketing 6. Syndication and Distribution 7, Post Pricing Analysis and Ongoing Support DEVELOPING THE WORK PLAN On a more detailed level, we see the following as key aspects of the work plan: • Develop a Plan for Communication and Coordination: Work with the City and its financial advisors and counsel to develop a plan for regular communication and primary work streams. ■ Refine the City's Objectives: Work with the City to develop a shared understanding of the goals and objectives for the transaction and its broader financial goals that will ultimately be used to inform an initial structure the transaction. Once base line structure is developed to meet the overall needs of the City, Goldman Sachs will work with its syndicate and sales desk to analyze structural alternatives that could help to enhance investor demand while achieving the City's goals. These include couponing structure, call structure and amortization schedule. • Assist the City in Developing a Strategy to Approach Rating Agencies: As discussed in our response to Question 7, we would look at the City's recent performance with a special focus on the areas highlighted by each rating agency and assess whether the trend is positive, negative or unchanged. With this information in hand we will leverage the knowledge of our in-house rating expert and former Moody's analyst to understand the current methodologies for each rating agency which will allow the City to effectively tailor its messaging to have maximum impact with each. • Assist the City and Its Counsel in Producing Transaction Documentation: Post -credit crisis, with minimal use of and benefit from bond insurance, investors have come to focus on the disclosure document. In addition, given the City's ongoing litigation and SEC investigation, any question about the absence of full and transparent disclosure would give investors a reason to pass on a transaction. Therefore, within the disclosure document, Goldman Sachs will work with the City and its counsel to ensure that all disclosure is made in a way that will be well received by investors. • Develop a marketing plan and corresponding investor materials: This is a critical part of the transaction process as we believe that it is important to 'de -risk' a transaction as much as possible prior to entering the market. This means developing a clear sense of overall investor demand based on the preliminary structure, in order to insure high certainty of success. In addition, not only does our syndicate desk want to insure that there is an appropriate level of demand, but also demand with the appropriate segment of investors, ideally those investors with a track -record for being buy -and -hold. As part of this, we could suggest an early deal announcement through a press release or market wire announcing the sale and approximate size and timing three to four weeks ahead of mailing. Such announcement would allow investors to become aware that a deal is coming and allow ample to time to discuss any views on the credit. • Advise on Market Dynamics and Timing: Goldman Sachs will help the City navigate the financing calendar to ensure that it enters the market in a time that has an appropriate level and type of new issue supply and investor demand which allow the City's issuance to receive the attention it deserves from investors. In addition, while one cannot anticipate week to week movements in the market, Goldman Sachs prides our self on our ability to remain flexible to allow the City to accelerate in times of market momentum or delay in slower market environments. • Develop sales and investor materials: Our syndicate desk will be the intermediary between our bankers and our sales force. However, we will often start with a banker -led "sales teach in" and our sales force is encouraged to work directly with the bankers to make sure that every facet of the transaction is properly communicated to the perspective investor. Our strong view, and experience, is that more time invested in the front end is (1) appreciated by the investors, and (2) ends up resulting in building a stronger book of business since the investors have spent time digging into the credit. With this in mind, we would then help the City develop an internet roadshow presentation highlighting the key structural features and credit. It will also be important for the City to include key statistics of its financial, economic and demographic position in its offering statements for investors to easily analyze. We frequently help our issuer clients prepare such presentations, through which we have developed a deeper understanding of the typical questions, concerns and focus of the City's current and potential investors. • Develop a Pricing Strategy and Help Tailor Priorities of Order: Prior to and throughout the pricing process our syndicate desk will work closely with the City and its financial advisor to develop a pricing structure, such as the number of different order periods, and priority of orders that meet the City's 25 goals and at the same time take advantage of the then current market dynamics. • Provide Thoughtful Post -Pricing Analysis: We are big fans of having a pricing book to memorialize all of the pricing related information of a giving transaction. We also are proponents of complete transparency as it pertains to investor orders and allocations and will share all of this information with both the City and its advisor during and after the pricing process. ■ Secondary Market Support: Goldman Sachs' willingness and ability to commit capital are two of the cornerstones upon which our reputation and business model are based. As such, the Firm routinely assists our municipal clients by underwriting bonds and providing support to the secondary market. Being able to support in the secondary market provides additional liquidity to the City's bonds, something that has become increasingly important to investors. In fact, recently we have seen liquidity as the secondary concern of many institutional investors, right behind credit fundamentals. When approaching any transaction as underwriter, our primary goal is always best execution for our issuer client. In order to achieve this we strive to run a process that is as transparent and collaborative as possible for the issuer and its FA. We firmly believe that the issuer plays the front and center role in any transaction and aim to encourage dialogue between the issuer and their advisors and our banking and syndicate teams. With this in mind we believe it is important to analyze the success of a transaction and define best execution not only in the context of the individual transaction for which we are serving as underwriter, but in how the particular transaction fits within a broader plan of financing and capital program. We believe any issuance, despite individual levels, spreads or market tones should leave the City off in a better place for future financing, ideally through overall impact on cost of funds, structure, investor composition, and secondary market performance. 9. Trade Secrets Execution to Public Records Disclosure All Proposals submitted to the City are subject to public disclosure pursuant to Chapter 119, Florida Statutes. An exception may be made for "trade secrets." If the Proposal contains information that constitutes a "trade secret", all material that qualifies for exemption from Chapter 119 must be submitted in a separate envelope, clearly identified as "TRADE SECRETS EXCEPTION," with the Proposer's name and the RFQ number marked on the outside. Please be aware that the designation of an item as a trade secret by you may be challenged in court by any person. By your designation of material in your Proposal as a "trade secret" you agree to indemnify and hold harmless the City for any award to a plaintiff for damages, costs or attorney's fees and for costs and attorney's fees incurred by the City by reason of any legal action challenging your claim. Not Applicable 26 ' Appendix A. Goldman Sachs Board of Directors Board of Directors Role Internal Internal Internal Internal External External External External External Name Blankfein, Lloyd C, Cohn, Gary D. Carvalho Leme, Paulo Chatterjee BE, PGDM, Sonjoy Bums, M. Michele George, William W. Johnson, James A. Ogunlesi J.D., Adebayo O. Oppenheimer, Peter Zoellick J.D., Robert B. Flaherty, Mark A. Grabiner, Anthony Mittel B.Com., Lakshmi Niwas Spar, Debora L. Tucker ACA, Mark Edward Viniar, David A Winkelman, Marius O. Ennis, Frank Title(s) Chairman and Chief Executive Officer President, Chief Operating Officer and Director Managing Director and Chairman of Brazilian Unit Chairman of Goldman Sachs (India) Securities Private Limited and Co -Chief Executive Officer of Goldman Sachs (India) Securities Private Limited Independent Director, Chairman of Risk Committee, Member of Corporate Governance & Nominating Committee and Member of Compensation Committee Director, Chairman of Public Responsibilities Committee, Member of Corporate Governance & Nominating Committee and Member of Compensation Committee Director, Chairman of Compensation Committee, Member of Corporate Governance & Nominating Committee and Member of Public Responsibilities Committee Lead Director, Chairman of Corporate Governance & Nominating Committee, Member of Audit Committee, Ex-Officio Member of Compensation Committee, Ex-Officio Member of Risk Committee and Ex-Officio Member of Public Responsibilities Committee Independent Director, Chairman of Audit Committee, Member of Risk Committee and Member of Corporate Governance & Nominating Committee Chairman of International Advisors Independent Director, Member of Audit Committee, Member of Risk Committee and Member of Corporate Governance & Nominating Committee Non -Executive Director Independent Director, Member of Corporate Governance & Nominating Committee, Member of Compensation Committee and Member of Public Responsibilities Committee Independent Director, Member of Corporate Governance & Nominating Committee, Member of Compensation Committee and Member of Public Responsibilities Committee Independent Director, Member of Audit Committee, Member of Corporate Governance & Nominating Committee and Member of Risk Committee Director and Member of Risk Committee Independent Director, Member of Audit Committee, Member of Risk Committee and Member of Corporate Governance & Nominating Committee Unit Board Member External External External External External External External External External 27 Appendix B. Goldman Sachs Red Book Listing 28 DEALERS & UNDERWRITERS NEW YORK New York GATES CAPITAL CORPORATION Wn1. Robert D. DeMonbrun, SVP Jeffrey DeMonbrun, VP John Glidden. Jr., SVP John Fitzgerald, SVP Thomas Culhane, Analyst FINANCIAL PRINCIPAL Tel 212-661-8686 Fax:212-949-8710 Young Whi Kim, CFO GEORGE K- BAUM & COMPANY Issue Specialization_ Education, Electric Power, Environmental Facilities. General Purpose, Health Care, Housing, Industrial Dev. Public Facilities, Transportation, Utilities Member. FINRA SIPC 600 Lexington Ave., #301 New York, NY 10022 Tel: 212-364-1950 Fax: 212-364-1960 www.gkbaum.com DTC: 0129 NSCC: 0129 Alpha: BAUM Tax ID: 43-1661917 Experience: Underwriter TAXABLE FIXED INCOME SALES Ted Kalline, EVP Clay Brasher, SVP Chris Drabin, SVP John Rosa. SVP Miguel Vasquez, SVP INSTITUTIONAL SALES Edmund J. Steinauer, EVP & Co -Mgr Muni Div, 303.391-5557 SPECIALTY FINANCIAL PRODUCTS DESK Elizabeth A. Barber, EVP, 303-391-5599 MUNICIPAL TRADING Craig Johnson, SVP, 303-391-543` MUNICIPAL SYNDICATE Marc R. Dispense, SVP, 303-391-5438 GOLDMAN, SACHS & CO. Member. SIFMA ISDA 200 West St., 32nd R. New York, NY 10282-2198 Tel: 212-902-1026 Fax: 212-902-9633 xxw.gs.com Tax ID: 13-5108880 Experience: Underwriter Main Office: New York, NY MANAGING DIRECTORS David Marcinek, 212-357-1066 Susan M. Benz, 212-902-6437 Gregory B. Carey. 212-902-4316 iiondy Jennings, 212-902-6484 David A. Levy, 212-902-6495 Marvin Markus. 212-902-6453 Arthur M. Miller, 212-902-6491 Jaffrey M. Scruggs, 212-902-6517 Toporek,212-902-8689 =reda Wang. 212-902-2892 <evin L. Miens. 212-902-3219 ADMINISTRATION nlhia M. Rivera, 212-902-6555 a VESTMENT BANKING Wheel J_ Borys, VP. 212-902-6471 7rxsecisco Brugueras, VP, 212-902-6552 uei J. Byrne, VP, 212-902-6538 Peter Clerk, VP, 212-902-8151 _a harias J. Efhon, VP, 917-343-4956 „veffeay Ellis, VP. 212-902-4070 sis Elmore, VP, 212-357-2991 Iffitki Faison -Miller, VP, 917-343-8253 art W, Glotlelty, VP, 212-902-6467 Jean J. Goldstein. VP, 317-343-1802 Sandy Pae Goldstein, VP, 212-902-6575 Zama L. Hoadley, VP, 212-357-5476 Ritu Kaira, VP, 212-357-9382 Stacy S. Lingam%Iter, VP, 212-855-0816 Sri Mani, VP, 404-846-7379 Virginia McCormack, VP, 212-902-9633 Mark Somers, VP, 212-357-7252 Stacy Sonnenberg, VP, 212-902-6433 Dean Soukup, VP, 212-902-2887 John Stevenson, VP, 212-357-5331 Coffin K. Teague, VP, 212-902-9315 Tim Carson, 917-343-3775 Steve Chaput, 212-9012-3978 Willie DiBlasi, 212-902-7386 Arlene Douglas, 212-902-8811 Mime Edwards. 212-357-8613 Amir Fairy, 212-902-4929 Chris Giuliano, 212-902-1011 Joshua Glassing. 212-357-2472 Yamini Kalidindi, 212-902-6487 Keegan McDonald. 212-902-6503 Bobby McGann, 212-357-1606 Jeremy Polster, 212-902.6786 Molly Ridley. 212-357-5176 Cynthia M. Rivera. 212-902-6555 Natasha Rogers, 212-902-0554 Devon Saliga, 917-343-1962 Rahul Sharma, 212-357-4064 Victoria Shih, 212-902-8502 Michael Sutton, 212-902-5223 Prasanna Venugopal, 212-902-3696 Russel Viegas, 212-902-8718 Ren Yuan, 212-357-7508 Shang Zhong. 212-902-6417 Jiliran Zarko, 917-343-7747 CREDIT RISK MANAGEMENT & ADVISORY James M. Bartle, VP, 212-902-5408 Lynda M. Anderson, VP, 212-902-6469 Michael Crumpler, VP, 917-343-6492 Dennis Wall, VP. 212-357-3153 STRUCTURED PRODUCTS Peter Clerk, 212-902-8151 TRADING. UNDERWRITING & SALES DEALERS & UNDERWRITERS NEW YORK New York UNDERWRITING & SYNDICATION Edward B. Droesch, Mng Dir, 212-902.0946 Bervan Y. Yeh, Mng Dir, 212-902-6588 Robert Miller, VP, 212-357-8795 Sam Denton -Schneider. 212-902-6591 Tanvi Savla, 212-357-9234 TRADING Joshua A. Dickstein, Mng Dir, 212-357-4072 Austin Bowker, VP, 212-855-8592 Jamie Forseth, VP, 212-357-2434 Mahesh Ganapathy, VP. 212-902-6635 Matt Rosenberg, VP, 212-902-6637 James Willson, VP, 212-357-9083 MUNICIPAL MONEY MARKETS Daniel Bingham, Mng Dir. 212-902-0359 Cynthia N. Klein, VP, 212-902-6638 Lori Ciraolo, VP, 212-902-3451 Christopher Powell, VP. 212-357-2778 Steve DeMarco, 212-257-4074 INSTITUTIONAL SALES Steve Pinkos, Mng Dir, 212-902-6599 Douglas W. Correll, VP. 212-902-6601 Nikki B. Goldstein, VP, 212-902-0160 Eric E. Gruidel, VP, 212-902-6617 Mandy Kelm, VP, 212-902-6639 Ashley M. Kubiak. VP, 212-902-6617 Greg Larson, VP, 212-902-6617 David M. McCann, VP, 212-902-6617 Corey Maple. 212-902-8746 BRANCH OFFICES: CA: Los Angeles, San Francisco IL- Chicago NY: New York TX: Houston WA: Seattle DEALERS & UNDERWRITERS NEW YORK New York FIRST AMERICAN MUNICIPALS, INC. Issue Specialization: Education, General Purpose, Utirties Member SIFMA FINRA 111 John St 26th FL New York, NY 10038 Tel: 212-385-9470 Fax: 212-385-9483 DTC: 0235 NSCC: 0235 Alpha: FAMI Tax iD: 23-2531576 Clear Thru: RBC Experience: Underwriter Main Office: Langhorne, PA PUBLIC FINANCE Patricia K. Pognk, Pres pipterampa.corn Warren O. White, EVP wowtefampa.com Shelley Young, Admin Asat SYNDICATE, SALES & TRADING Joan M. Sharrott, EVP & Mgr jmsOrai pa..com Charles W. Currie, VP FIRST SOUTHWEST COMPANY Issue Specialization: Education, Electric Power, Environmental Fadfares, General Purpose, Health Care, Housing, Indus3lal Dev, Public Facilities, Transportation, Ltilites Member. SIFMA FINRA SIPC MSRB 250 W. 57th St, Ste. 1420 New York, NY 10107 Tel: 212-642-4350 Fax: 212-642-4357 vrww.firstsw_corn DTC: 0309 NSCC: 0309 Tax iD: 75-0708002 Main Office: Dallas, TX PUBLIC FINANCE DEPARTMENT Steven J. Kantor, Mng Dir. 212-642-4350 stevertkantor06rstsw_com Tony K. Cheung, SVP. 917-206-3668 torry_cheuogOfirstsw.corn Randall L Finken, SVP, Raymond J. Murphy, Jr_. VP, 212-642-4350 ray.rnwptiy flrstsw.corrr TAXABLE TRADING Michele Motho. SVP, 212-474-8822 mieheiemoltxi@firstsw.com Kathleen M. Devlin, VP. 212-474-8e3e kathieen.deekn Orsstsw.corn MUNICIPAL SHORT-TERM TRADING & UNDERWRITING Donna A. Cicdinarro, VP, 212-474-8823 dotina.dccimamoOarstsw.com MUNICIPAL TRADING Daniel B. Friel, SVP. 212-474-8827 dan.trielCfirstsw:c m Kevin V. Steinhauer, SVP, 212-474-8824 kevin.steinhauerOfi sisw.com MUNICIPAL SALES Bernard Bailey, SVP, 212-474-8829 bemard.baiey0firstsw.cxrn Mark C. McCabe. SVP. 212-474-8837 marknxcabeOfirstsw.com Philip M. Rogers, VP. 212-474-8826 ehike.rogersOfirstsw_corn Jason R. Teitelbaum, VP, 212-474-8827 jason.teitebaumOti atsw.cdn HOUSING landeep Singh, SVP, 212-474-8820 shdeep.singhOftrslow.co n GATES CAPITAL CORPORATION Issue Speciallzetfon: Education, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities Member: SIFMA FINRA SIPC MSRB 100 Park Ave_, 22nd FI. New York, NY 10017 Tel: 212-661-8686 Tel: 800-752-1018 Fax: 212-949-8710 Emaa intoQ$atescaprai-cont www.gatescapital.00m DTC: 0443 NSCG 0443 Alpha: GATS Tax ID: 13-g53r543 Clear Thru: Pershing Experience: Underwriter SALES Thomas C. Sulger, CEOJMng Dir TRADING & UNDERWRITING Thomas C. Sulger, CEO/Mng Dir BROKERAGE SERVICES "THE BOND DESK AT GATES William H. Frazier, Mng Dir Jared M. Kurtzer, Head Trader Michael Steboer, Sr Trader Nataliya Shkolnyk, Trader Peter Hartney, Trader Matthew Sanders, Trader Richard Fitzsimmons. Trader Robert Pekowitz, Trader Jeffrey SChier, Trader INVESTMENT BANKING Tel: 212-682-7074 to -7079 J. Douglas Casey, Mrig Dir David W. Barr, EVP, 212-682- dbarrOgatescapital.com Gregory M. LLCalzi, EVP, 212-953-5746 gr>cao Ogatescapitat.com Amelia A. Recio, SVP Robert D. Demanbrun, SVP Jeffrey Demonbrun, VP John Glidden. Jr. SVP Nguyen Huynh, SVP FINANCIAL PRINCIPAL Tel: 212-661-8686 Fax: 212-949-8710 Young Whi Kim, CFO SACHS & Co. cant 111.--TMENT BANKING 11111=wl J. Borys, VP, , 3-902-6471 i:i Brugueras, VP, 2-902-6552 Idime L Bunting, VP, 2 902-0935 awe J_ Byrne, VP, 212-902-6538 I " J. Eftron, VP, if -343-4956 Iytiest:3 Fogarty, VP, 212-902-6503 ilellea W. Glotfelty. VP, T2 902-6467 AOC J. Goldstein. VP, W-343-1802 u T_ Konetsovska, VP, .V7-902-4243 'bassi, VP, 404-846-7379 1111l E. Marcus, VP. 2V-902-6531 dellects FL 02-6114 z2—ei, VP. P Rousakis. VP, 3'2-902-3085 ;bill Sonnenberg, VP, 21-902-6433 Soukup, VP, 212-902-2887 K. Teague. VP, 2T2-902-9315 Vrasin, VP, 212-902-4046 !c"hdra AItfeld, 212-902-8811 ,Sant Chaput, 212-9012-3978 -+J Chen, 212-902-3696 l'itia=y Clark, 212-902-8502 am Das, 212-902-5223 teak Dtdaey, 917-343-4309 Salmi Edwards. 212-357-8613 4102,/ Ellis, 212-902-4070 Eknore, 212-357-2991 Vete Faison-Miller, 917-343-8253 Frett, 212-902-1804 Howland, 212-902-2551 exam Kanoun, 212-902-0964 444- 212-902-3010 Langan, 212-902-6487 mama Lee, 212-357-1606 Jordzirl Mandel. 212-902-8718 YMores McCormack,212-902-9633 is= Miller, 212-357-9754 veil Randolph. 212-902-4312 ,',V42 M. Rivera, 212-902-6555 Simmons. 212-902-8009 Somers, 212-357-7252 Utime Straub, 212-357-4064 Yu, 212-902-0607 Salt radio, 917-343-7747 GOLDMAN, SACHS & CO. Member: SIFMA ISDA 200 West St.. 33rd FL New York, NY 10282-2198 Tel: 212-902-1026 Fax: 212-902-9633 www.gs,com Tax ID: 13-5108880 Experience: Underwriter Main Office: New York, NY MANAGING DIRECTORS David Marcinek, 212-357-1066 Susan M. Benz. 212-902-8437 Gregory B. Carey. 212-902-431e Rondy Jennings, 212-902-6484 David A. Levy, 212-902-6495 R. Thornton Lurie, 212-902-4929 Marvin Markus, 212-902-6453 Patrick McCarthy, 212-902-9956 Arthur M. Miller, 212-902-6491 Jeffrey M. Scruggs, 212-902-6511 Keith A. Shultis, 212-902-4043 Jai Toporek, 212-902-8689 Freda Wang. 212-902-2892 Kevin L Willens, 212-902-3219 ADMINISTRATION Cynthia M. Rivera. 212-902-65W Wong RISK MANAGEMENT & C9RSORY ;Zzlreess. D. Johnston, Mng Dir, 1^2-357-7851 l'L'. M. Anderson, VP, g 2-902-6469 W. Haddad, VP, 21n2-902-6572 ray S. Lingarnfelter, VP, 2a2-855-0816 atorte Varghese, VP, 917-343-8018 Wall, 212-357-3153 Keith A. Shultis, Mng Dir. 212-902-4043 Riau Kelm, VP, 212-357-9382 Peter Clerc, 2129-02-8151 TRADING, UNDERWRITING & SALES UNDERWRITING & SYNDICATION Edward B. Droesch, Mng Dir; 212-902-0946 Robert Miller„ VP, 212-357-8795 Eileen Papazahariou, VP, 212-902-6561 Bervan Y. Yeh, VP. 212-902-6588 William MacPherson. 212-902-3188 TRADING Hector E Negroni, Mng Dir, 212-357-1274 Austin Bowker, VP, 212-855-8592 Nicholas Campany, VP, 212-902-1609 Joshua A Dickstein, VP, 212-357-4072 Amy Hong, VP, 212-327-3802 MUNICIPAL MONEY MARKETS Daniel Bingham, Mng Dir. 212-902-0359 Cynthia N. Klein, VP, 212-902-6638 Lori Ciraolo, VP, 212-902-3451 Mahesh Ganapathy, VP, 212-902-6635 Daniel Stewart, VP, 212-357-8160 David G. Winkelried, VP, 212-357-4074 INSTITUTIONAL SALES Steve Pinkos, Mng Dir, 212-902-6599 Timothy H. Thornton, Mng Dir, 212-902-6617 Paul Ferrarese, Mng Dfr, 212-902-1293 Douglas W_ Cornell, VP, 212-902-6601 Nikki B. Goldstein. VP, 212-902-0160 Eric E Gruidel, VP, 212-902-6617 Greg Larson, VP, 212-902-6617 David M. McCann, VP, 212-902-6617 Philip Moos, VP, 212-902-6617 Sylvia Yeh, VP, 212-902-6617 Steven Attanasio, 212-902-2899 Jayne Huang, 212-902-4814 Ashley M. Kubiac, 212-902-6617 Mandy Moore, 212-902-6639 FIXED INCOME LIAISON Daniel P. Cohen, VP, 212-902-6640 Brett Colaiacovo, VP, 212-902-6640 DEALERS & UNDERWRITERS NEW YORK New York Rohan Duggal, VP, 917-343-0620 Alan M. Israel, VP, 212-902-6640 David Leslie, VP. 212-909-6640 Melissa Perez, VP, 212-902 9040 Frederick W. Rothfuss, Jr_, VP, 212-902-6640 Jodi -Lynn Weber, VP, 212-902-6640 BRANCH OFFICES: CA: Los Angeles, San Francisco IL_ Chicago NY: New York TX: Houston WA: Seattle GOVERNMENT DEVELOPMENT BANK FOR PUERTO RICO ssue Specialization: Education, Electric Power. Transportation, Utilities Member SIFMA FINRA 135 w_ 50th St., 22nd Ft. New York, NY 10020 Tel: 212-422-6420 Fax: 212-422-6434 Email: printo0g:bnyorg wrfw.gdb-pur_com Main Office: San Juan, Puerto Rico, 787-722-2525 GUGGENHEIM SECURITIES, LLC Issue Specialization:. Education, Electric Power. Environmental Facilities, General Purpose, Health Care, Housing, industrial Dev, Public Facilities, Transportation, Utilities Member_ FINRA SIPC MSRB 135 E. 57th St. New York, NY 10022 Tel: 212-381-7522 www.guggenheimpartners.com DTC: 0443 NSCC: LNKS Tax ID: 52-2144448 Clear Thru: Pershing TRADING Keith Schultz. Mng Dir, 212-381-7522 Appendix C. Disclosures Regarding Litigation and Regulatory Proceedings The firm assumes that the City of Miami, primarily, is interested in proceedings relating to Goldman, Sachs & Co.'s ("Goldman Sachs") role as managing underwriter of municipal offerings. From time to time, the firm, its managing directors and employees are involved in proceedings and receive inquiries, subpoenas and notices of investigation relating to various aspects of its business. These include requests for information by the Securities and Exchange Commission and certain other federal and state agencies and authorities arising out of publicly reported events in the municipal securities arena, as well as certain litigation proceedings involving the activities of the Public Sector and Infrastructure Banking group. As reported in the press, there has been recent regulatory and governmental focus on various aspects associated with municipal offerings, including pricing, transaction expenses, and municipal derivative products. The firm is willing to provide information regarding such matters upon request. In the normal course of business, the firm keeps regulatory inquiries, subpoenas, notices of investigation and other similar regulatory matters confidential, except as those that the firm has publicly disclosed in Form BD and the periodic reports filed by the firm electronically with the Securities and Exchange Commission. For additional information on matters that are required to be publicly reported, which may include updates to the information set forth herein, please also refer to the firm's various regulatory filings under applicable laws and regulations, including Form BD and periodic filings pursuant to the Exchange Act. On June 18, 2015, the Securities and Exchange Commission ("SEC") announced settlements with 36 firms (collectively, the "Settlement Participants"), including Goldman Sachs, relating to the SEC's Municipalities Continuing Disclosure Cooperation Initiative, a voluntary self -reporting program. The SEC alleged that between 2010 and 2014 Goldman Sachs and the other Settlement Participants violated federal securities laws by selling municipal bonds using offering documents that contained materially false statements or omissions about the bond issuers' compliance with continuing disclosure obligations. Additionally, the SEC alleged that the Settlement Participants failed to conduct adequate due diligence to identify the misstatements and omissions before offering and selling the bonds to their customers. As part of its settlement, Goldman Sachs agreed, without admitting or denying the SEC's allegations, to cease and desist from committing or causing any violations and any future violations of Section 17(a)(2) of the Securities Act of 1933, pay a civil penalty of $500,000 and retain an independent consultant to review our policies and procedures on due diligence for municipal securities underwriting. On December 27, 2012, the Financial Industry Regulatory Authority ("FINRA") announced settlements with five firms, including Goldman Sachs, regarding the reimbursement of California Public Securities Association ("Cal PSA") fees as underwriting expenses in connection with California municipal and state bond offerings between February 2006 and December 2010. FINRA alleged that Goldman Sachs and the other four firms violated fair dealing and supervisory rules of the Municipal Securities Rulemaking Board ("MSRB") by obtaining reimbursement for the Cal PSA payments. As part of its settlement, Goldman Sachs agreed, without admitting or denying FINRA's allegations, to be censured, pay a fine, pay restitution to certain issuers in California and to implement any necessary revisions to its supervisory procedures and systems to ensure compliance with MSRB Rule G-27. On September 27, 2012, the Securities and Exchange Commission and the Commonwealth of Massachusetts announced settlements with Goldman Sachs relating to the unauthorized political activities of a former employee, Neil Morrison, from 2008 until 2010 in connection with the former Massachusetts Treasurer. The firm detected Morrison's unauthorized activities in the Fall of 2010, promptly reported them to the relevant regulators and terminated Morrison's employment. As part of the SEC settlement, which found that Morrison's unauthorized activities were attributable to Goldman Sachs, the firm agreed, without admitting or denying any findings or allegations, to be censured and to cease and desist from violating Section 15B(c)(1) of the Exchange Act as well as MSRB Rules G-8, G-9, G-17, G-27 and G-37. The firm also agreed to make payments pursuant to the settlements totaling roughly $14.6 million. Goldman Sachs (along with, in some cases, other financial services firms) is named as respondent in a number of FINRA arbitrations filed by municipalities, municipal -owned entities, state-owned agencies or instrumentalities and non-profit entities, based on Goldman Sachs' role as underwriter of the claimants' issuances of an aggregate of approximately $2.0 billion of auction rate securities from 2003 through 2007 and as a broker -dealer with respect to auctions for these securities. The claimants generally allege that Goldman Sachs failed to disclose that it had a practice of placing cover bids in auctions, and/or failed to inform the claimant of the deterioration of the auction rate market beginning in the fall of 2007, and that, as a result, the claimant was forced to engage in a series of expensive refinancing and conversion transactions after the failure of the auction market in February 2008. Certain claimants also allege that Goldman Sachs advised them to enter into interest rate swaps in connection with their auction rate securities issuances, causing them to incur additional losses. The claims include breach of fiduciary duty, fraudulent concealment, negligent misrepresentation, breach of contract, violations of the Exchange Act and state securities laws, and breach of duties under the rules of the Municipal Securities Rulemaking Board and the NASD. One claimant has also filed a complaint against Goldman Sachs in federal court asserting the same claims as in the FINRA arbitration. 29 As reported in the firm's most recent Annual Report on Form 10-K, the firm is subject to a number of investigations and reviews by various governmental and regulatory bodies and self -regulatory organizations relating to transactions involving municipal securities, including wall -cross procedures and conflict of interest disclosure with respect to state and municipal clients, the trading and structuring of municipal derivative instruments in connection with municipal offerings, the political contribution rules, underwriting of Build America Bonds and the possible impact of credit default swap transactions on municipal issuers. The firm is cooperating with the investigations and reviews. For further information, please refer to the firm's various regulatory filings under applicable laws and regulations, including Form BD and periodic filings pursuant to the Exchange Act. While the civil action did not in any way relate to the municipal securities business or the firm's role as underwriter of municipal offerings, please note that on April 16, 2010, the Securities and Exchange Commission brought a civil action in the U.S. District Court for the Southern District of New York against Goldman Sachs and one of its employees in connection with a single collateralized debt obligation transaction made in early 2007, and subsequently, on July 15, 2010, Goldman Sachs agreed to a settlement with the Securities and Exchange Commission to resolve this action against the firm. For further information about this matter, please refer to the firm's various regulatory filings under applicable laws and regulations, including Form BD, periodic filings pursuant to the Exchange Act, and www.gs.com. On September 4, 2008, Goldman Sachs' parent, The Goldman Sachs Group Inc., was named as a defendant, together with numerous other financial services firms, in two complaints filed in the U.S. District Court for the Southern District of New York alleging that the defendants engaged in a conspiracy to manipulate the auction securities market in violation of federal antitrust laws. The actions were filed, respectively, on behalf of putative classes of issuers of and investors in auction rate securities and seek, among other things, treble damages in an unspecified amount. Defendants' motion to dismiss was granted on January 26, 2010. On March 1, 2010, the plaintiffs appealed from the dismissal of their complaints. On August 21, 2008, Goldman Sachs entered into settlement agreements in principle with the Office of Attorney General of the State of New York and the Illinois Securities Department (on behalf of the North American Securities Administrators Association) regarding auction rate securities. Under the agreements, Goldman Sachs, among other things, without admitting or denying any wrongdoing, offered (i) to repurchase at par the outstanding auction rate securities that were held by its Private Wealth Management clients and were purchased through the firm prior to February 11, 2008, with the exception of those auction rate securities where auctions are clearing, (ii) to continue to work with issuers and other interested parties, including regulatory and governmental entities, to expeditiously provide liquidity solutions for institutional investors, and (iii) to pay a $22.5 million fine. On June 3, 2009, Goldman Sachs entered into a final settlement with the Office of Attorney General of the State of New York pursuant to the agreement in principal. In connection with this final settlement, Goldman Sachs, without admitting or denying any wrongdoing, agreed to pay a civil penalty of $22,500,000, of which $1,952,439.67 was paid to the State of New York. The remainder of the civil penalty will be paid to those states and territories that enter administrative or civil consent orders approving the terms of the North American Securities Administrators Association settlement. On March 19, 2010, Goldman Sachs entered into a final settlement with the Illinois Securities Department. In addition, as of September 10, 2012, Goldman Sachs has entered into final settlements with 49 jurisdictions (including New York and Illinois). On May 31, 2006, the U,S. Securities and Exchange Commission (the "SEC") announced that it had settled with 15 firms, including Goldman Sachs that participate in the auction rate securities market regarding their respective practices and procedures in this market. The SEC alleged in the settlement that the firms had managed auctions for auction rate securities in which they participated in ways that were not adequately disclosed or that did not conform to disclosed auction procedures. As part of the settlement, a number of firms, including Goldman Sachs had each agreed to pay civil money of $1,500,000. in addition, without admitting or denying the SEC's allegations, Goldman Sachs agreed to be censured, to cease and desist from violating certain provisions of the securities laws, to provide to customers written descriptions of its material auction practices and procedures, and to implement procedures reasonably designed to detect and prevent any failures to conduct the auction process in accordance with disclosed procedures. On June 27, 2006, as part of a multi -firm settlement relating to transactions in municipal securities below the minimum denominations set by the issuers of those securities, the NASD censured Goldman Sachs, assessed a fine and required the firm to adopt and implement policies and procedures to ensure compliance with those MSRB rules. The firm's Public Sector and Infrastructure Banking group activities are the subject of the following lawsuit: in August 2004, several purchasers of Michigan Strategic Fund Resource Recovery Limited Obligation Revenue Bonds (Central Wayne Energy Recovery Limited Partnership Project) brought a lawsuit against Goldman Sachs, as underwriter, and R.W. Beck, as feasibility consultant, in Michigan state court alleging negligent and innocent misrepresentation in connection with the issuance of the bonds in 1998. In March 2005, these claims were dismissed and the plaintiffs were permitted to file an amended complaint alleging fraud in connection with the issuance of the bonds. In July 2005, the Michigan amended complaint was dismissed on forum non conveniens grounds and the plaintiffs have appealed that decision. Shortly thereafter, the plaintiffs served a similar fraud complaint in New York, which Goldman Sachs has moved to for summary judgment following the completion of discovery. In January 2009, a settlement was entered into on the basis of a dismissal of all claims and mutual releases. No payments were made pursuant to this settlement agreement. 30 Appendix D. G-37 Filing FORM G-37 Name of dealer: Goldman, Sachs & Co, Report Period: Third Quarter of 2015 State None State None I. CONTRIBUTIONS made to issuer officials (listed by state) Complete name, title (including any city/county/state or other political subdivision) of issuer official lMSRB Contributions by each contributor category (i.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals and non-MFP executive officers). For each contribution, list contribution amount and contributor category (For example, $500 contribution by non-MFP executive officer) If any contribution is the subject of an automatic exemption pursuant to Rule G-37(j), list amount of contribution and date of such automatic exemption. II. PAYMENTS made to political parties of states or political subdivisions (listed by state) Complete name (including any city/county/state or other political subdivision) of political party Payments by each contributor category (i.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals, and non-MFP executive officers). For each payment, list payment amount and contributor category (For example, $500 payment by non-MFP executive officer) FORM G-37 Contribution State None Reimbursement III. CONTRIBUTIONS made to bond ballot campaigns (listed by state) Official name of bond ballot campaign and jurisdiction (including city/county/state or other political subdivision) for which municipal securities would be issued and the name of the entity issuing the municipal securities lEMSRB Contributions, including the specific date the contributions were made, by each contributor category (i.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals and non-MFP executive officers). For each contribution, list contribution amount and contributor category (For example, $500 contribution by non-MFP executive officer) List below any payments or reimbursements, related to any disclosed bond ballot contribution, received by each broker, dealer or municipal securities dealer, municipal finance professional or non-MFP executive officer from any third party, including the amount paid and the name of the third party making such payments or reimbursements. None FORM G-37 liMSRB IV. ISSUERS with which dealer has engaged in municipal securities business (listed by state) A. Municipal Securities Business State Complete name of issuer and Type of municipal securities business city/county (negotiated underwriting, agency offering, financial advisor, or remarketing agent) See Attachment B. Ballot -Approved Offerings Full issuer name and full issue description of any primary offering resulting from the bond ballot campaign to which each contributor category (i.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals and non-MFP executive officers) has made a contribution and the reportable date of selection on which the broker, dealer or municipal securities dealer was selected to engage in such municipal securities business. Full Issuer Name None Full Issue Description Reportable Date of Selection FORM G-37 Signature: electronic Name: MATTHEW MOORE Address: 200 West Street, New York, NY 10282 Phone: 801-741-5900 Date: Oct 28, 2015 Submit two completed forms quarterly by due date (specified by the MSRB) to: Municipal Securities Rulemaking Board 1900 Duke Street, Suite 600 Alexandria, VA 22314 ILSRB 1 Attachment A Municipal Securities Business Goldman, Sachs & Co. Negotiated Issues (3Q2015) July 1, 2015 to September 30, 2015 State Code ; Award Date Client 'Product" G5'Rvle FL 07/08/2015 Jacksonville Electric Authority, Electric System Revenue Bonds, Series 2015B Fixed Rate Debt Co -Manager TX 07/15/2015 City of Brownsville, Texas (a political subdivision of the State of Texas located in Cameron County, TX, Utilities System Revenue Refunding Bonds, Series 2015 Fixed Rate Debt Senior Manager TX 07/15/2015 City of San Antonio, Texas, Electric and Gas Systems, Revenue Refunding Bonds, New Series 2015 Fixed Rate Debt Senior Manager ME 07/16/2015 Maine Health and Higher Educational Facilities Authority, Maine General Medical Center Revenue Bonds, Series 2015 A Fixed Rate Debt Co -Manager NY 07/21/2015 New York State Environmental Facilities Corporation, State Revolving Funds Revenue Bonds, Series 2015 B (Tax Exempt) and 2015 C (Federally Taxable) Fixed Rate Debt Co -Manager CA 07/22/2015 Imperial Irrigation District, Electric System Refunding Revenue Bonds, Series 2015 (Tax Exempt) and 2015B (Federally Taxable) Fixed Rate Debt Co -Manager TX 07/23/2015 Love Field Airport Modernization Corporation, Dallas Love Field, (A not -for -profit local government corporation acting on behalf of the City of Dallas, TX) General Airport Revenue Bonds, Series 2015 Fixed Rate Debt Co -Manager NY 07/23/2015 Dormitory Authority of the State of New York, State Sales Tax Revenue Bonds, Series 2015 A Fixed Rate Debt Co -Manager NY 07/24/2015 Metropolitan Transportation Authority (MTA), Transportation Revenue Refunding Bonds, Subseries 2015 C1 (Fixed Rate) and Subseries 2015 C2 (Mandatory Tender Bonds) Variable Rate Bonds Co -Manager MI 07/30/2015 State Building Authority, State of Michigan, 2015 Revenue & Refunding Bonds, Series I (Facilities Program) Fixed Rate Debt Co -Manager NY 07/31/2015 The City of New York, General Obligation Bonds, Fiscal 2016 Series A & B Fixed Rate Debt Co -Manager 2 State code Award Date Client 1 WA 08/04/2015 Sound Transit, 'The Central Puget Sound.. Regional Transit Authority, Sales Tax Improvement and Refunding Bonds, Sales Tax Improvement Bonds, Series 20155-2 A (Green Bonds) & Sales Tax Improvements Bonds, Series 2015S-2 B (Green Bonds) Variable Rate Bonds er Co -Manager h NY 08/05/2015 New York State Environmental Facilities Corporation, State Revolving Funds Revenue Bonds, (2010 Master Financing Program (Green Bonds) Series 2015 D (Tax Exempt) Fixed Rate Debt Co -Manager PA 08/05/2015 City of Philadelphia, Pennsylvania, Gas Works Revenue Refunding Bonds, l3th Series Fixed Rate Debt Co -Manager NY 08/07/2015 Dormitory Authority of the State of New York, Icahn School of Medicine at Mount Sinai, Revenue Bonds, Series 2015 A Fixed Rate Debt Senior Manager AK 08/12/2015 Alaska Industrial Development & Export Authority, Power Revenue Refunding Bonds, Series 2015 (Snettisham Hydroelectric Project) Fixed Rate Debt Senior Manager CA 08/12/2015 Los Angeles County Public Works Financing Authority, Lease Revenue Refunding Bonds, 2015 Series B and C Fixed Rate Debt Senior Manager OK 08/12/2015 Oklahoma Capitol Improvement Authority, State Agency Facilities Refunding Revenue Bonds, Series 2015 B Fixed Rate Debt Co -Manager CA 08/13/2015 Sacramento Public Financing Authority, Lease Revenue Bonds, Series 2015 (Golden 1 Center) Variable Rate Bonds Sole DC 08/14/2015 District of Columbia, Children's Hospital National Health System, Hospital Revenue Refunding Bonds, Series 2015 Fixed Rate Debt Senior Manager MA 08/20/2015 Massachusetts Development Finance Agency, CareGroup Inc, Revenue Bonds, Series H-1 and H-2 (2015) Fixed Rate Debt Co -Manager NY 08/20/2015 New York Convention Center Development Corporation, Revenue Refunding Bonds, Series 2015 Fixed Rate Debt Co -Manager NY 08/21/2015 Metropolitan Transportation Authority (MTA)\ Transportation Revenue Refunding Bonds, Series 2015 D, Subseries 2015D-1 and 2015D-2 Fixed Rate Debt Senior Manager AK 08/26/2015 Alaska Municipal Bond Bank, General Obligation Bonds, 2015 Series Three Fixed Rate Debt Co -Manager 3 State Code Award Date Client Product GS #e CA 08/26/2015 State of California, Various Purpose GO & Ref Bonds, Fixed Rate Debt Co -Manager PA 08/26/2015 City of Philadelphia, Pennsylvania, Airport Revenue Refunding Bonds, Series 2015 A Fixed Rate Debt Co -Manager TX 09/02/2015 Lower Colorado River Authority (LCRA), Refunding Revenue Bonds, Series 2015 D Fixed Rate Debt Co -Manager NY 09/02/2015 Dormitory Authority of the State of New York, State Personal Income Tax Revenue Bonds, Series 2015 E Fixed Rate Debt Co -Manager CA 09/09/2015 San Diego County Water Authority, Water Revenue Refunding Bonds, Series 2015 A Fixed Rate Debt Co -Manager TX 09/16/2015 Texas Transportation Commission, State of Texas GO Mobility Fund Refunding Bonds, Series 2015 A Fixed Rate Debt Co -Manager TX 09/18/2015 North Texas Tollway Authority (NTTA), System 1st Tier, Revenue Refunding Bonds, Series 2015 B Fixed Rate Debt Co -Manager OR 09/18/2015 State of Oregon, Full Faith & Credit TANs, 2015 Series A Fixed Rate Debt Co -Manager WA 09/22/2015 Public Utility District No. 1 of Snohomish County, Washington, Generation System Revenue Bonds, Series 2015 Fixed Rate Debt Co -Manager NY 09/23/2015 New York City Transitional Finance Authority, Future Tax Secured Subordinate Bonds, Series A, Subseries A-1, A-2, A-3 Fixed Rate Debt Senior Manager NY 09/24/2015 New York Liberty Development Corporation, (Goldman Sachs Headquarters Issue) Revenue Bonds, Series 2005 (Second Tranche) Fixed Rate Debt Senior Manager WA 09/29/2015 Energy Northwest, Project 1 Electric Revenue Refunding Bonds, Series 2015 C; Columbia Generating Station Electric Revenue Refunding Bonds, Series 2015 C; Project 3 Electric Revenue Refunding Bonds, Series 2015 C Fixed Rate Debt Co -Manager KY 09/29/2015 Kentucky Asset/Liability Commission, Project Notes, 2015 Federal Highway Trust Fund First Series A Fixed Rate Debt Co -Manager CA 09/29/2015 Sacramento City Financing Authority, Refunding Revenue Bonds, 2015 Series (Master Lease Program Facilities) Fixed Rate Debt Co -Manager CA 09/30/2015 San Diego Unified School District, 2015 General Obligation Bonds, (Dedicated Unlimited Ad Valorem Property Tax Bonds) (Election of 2012 Series D and Series E Fixed Rate Debt Senior Manager Appendix E. Conflicts of Interest Disclosure Goldman Sachs is a full service firm engaged in trading, underwriting, investment banking, commercial banking, financial advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non -financial activities and services for various persons and entities. Goldman Sachs has in place policies and procedures designed to prevent the unauthorized disclosure of confidential information from its investment banking division, including the Public Sector and Infrastructure Banking group ("PSI"), to its sales and trading, investment research and investment management divisions. In reliance on these policies and procedures, business units outside of PSI may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments (each, an "Instrument") for our own account or for the accounts of our customers. Our sales and trading, investment research and investment management divisions may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such Instruments, and may at any time recommend or otherwise communicate to clients that they should acquire long and/or short positions (including, for example, by buying and/or selling credit protection against default by an issuer) in such Instruments. The investment and trading activities and communications described in this paragraph are conducted in business units outside of PSI and may relate to or involve the issuer or Instruments of the issuer or persons or entities with relationships with the issuer, and may be, or appear to be, inconsistent with the interests of the issuer. Goldman Sachs, including PSI, may also provide investment banking, commercial banking, underwriting, financial advisory services and other services to persons and entities with relationships with the issuer. Goldman Sachs has considered this assignment through our centralized conflicts clearance process it uses to evaluate potential new investment banking assignments: Based on our review, we do not believe that there are any activities in which the firm is currently engaged that would present an actual conflict that would prevent us from accepting a mandate from you or from executing fully the roles and responsibilities that are the subject of this Request for Proposal. Please be assured that, in the event we become a member of the City of Miami's underwriting pool, we will follow the same robust conflict clearance process with respect to potential future investment banking assignments and, if we believe that any such assignment would present an actual conflict that would prevent us from accepting a mandate from you or from executing fully the roles and responsibilities that are the subject of this Request for Proposal, at such time that we are not otherwise able to resolve, we will, to the extent we are permitted to do so, notify you of such conflict and endeavor to work with you to resolve such conflict to our mutual satisfaction. 32 Appendix F. Certificate of Status State of Florida Department of State I certify from the records of this office that GOLDMAN, SACHS & CO. LIMITED is a New York limited partnership authorized to transact business in the State of Florida, qualified on June 21, 1993. The document number of this limited partnership is B93000000260. I further certify that said limited partnership has paid all fees due this office through December 31, 2015 and that its status is active. I further certify that said limited partnership has not filed a Certificate of Withdrawal. Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capital, this the Third day of December, 2015 ION (4N. Secretary of State Tracking Number: CU0846534724 To authenticate this certificate,visit the following site,enter this number, and then follow the instructions displayed. https://services.sunbiz.org/Filings/Certificate0fStatus/CertificateAuthentication Appendix G. Goldman Sachs Senior Manager Role (2012-2014) 1/6/2012 Series A Texas A&M University System TX Permanent Univ Commercial Paper $ 65,00 2/8/2012 Series 2012 A Alaska AK GO Refunding Bonds 175.56 2/23/2012 2012 Series A Jacksonville Electric Authority FL Water & Sewer Sys Rev & Sub Bonds 354.88 2/16/2012 2012 Series 1 NYS Dorm Authority NY Revenue Bonds 130,86 2/16/2012 2012 Series 1 NYS Dorm Authority NY Revenue Bonds 131.41 2/9/2012 Series 2012 Roanoke Economic Dev Authority VA Hospital Revenue Bonds 88.46 2/16/2012 Series 2012 NYS Dorm Authority NY Revenue Bonds 89.53 3/1/2012 Series 2012 A &B Shelby Co -Tennessee TN GO Ref & Spec GO Sch Ref Bonds 274.40 3/1/2012 2012 Series AD Regents of the Univ of California CA General Revenue Bonds 860.00 3/13/2012 Series II Platte River Power Authority CO Power Revenue Bonds 65.48 3/14/2012 Series 2012 A Alabama Pub School & College Au AL Pool Refunding Bonds 79.34 3/13/2012 2012 Series A Kentucky Turnpike Authority KY Economic Dev Road Rev Bonds 218.20 3/22/2012 Series A (2012) San Francisco City & Co USD CA General Obligation Bonds 231.14 3/30/2012 Series A of 2012 Pennsylvania Econ Dev Fin Auth PA Exempt Facs Revenue Ref Bonds 95.14 4/3/2012 Series 2012 B Energy Northwest 4/3/2012 Series 2012 C Energy Northwest WA Electric Revenue Refunding Bonds 71.62 WA Electric Revenue Refunding Bonds 85.74 4/12/2012 Series 2012 A West Basin Municipal Water Dt 4/3/2012 2012 Series A California St Public Works Board CA Refunding Revenue Bonds 50.33 CA Lease Revenue Bonds 933.00 3/29/2012 Series 2012 A &B Jacksonville City -Florida FL Transportation Ref Rev Bonds 209.39 3/29/2012 Series 2012 Jacksonville City -Florida FL Jacksonville Sales Tax Ref Rev Bd 280.05 4/17/2012 Series U-2 California Educational Facs Auth CA Revenue Bonds 77.76 4/8/2012 Series 2012 A California Statewide CDA (CSCDA) CA Revenue Bonds 869.69 4/5/2012 2012 Ser G Sub G-6 New York City -New York NY General Obligation Bonds 200.00 4/10/2012 Series 2012 B Vermont Ed & Hlth Bldgs Fin Agy VT Revenue Refunding Bonds 11.89 4/10/2012 Series 2012 A Vermont Ed & Hlth Bldgs Fin Agy VT Revenue Refunding Bonds 46.15 5/2/2012 Series 2012 A NYS Dorm Authority NY Revenue Bonds 30.12 4/26/2012 2012 Series A Salt River Proj Agric Imp & Pwr Dt AZ Electric System Ref Rev Bonds 236.19 5/3/2012 Series 2012 B Maryland Hlth & Hghr Ed Facs Au MD Revenue Bonds 97.56 4/18/2012 Series 2012 B California Statewide CDA (CSCDA) CA Revenue Bonds 100.00 4/26/2012 First Series of 2012 Pennsylvania PA General Obligation Bonds 950.00 4/24/2012 Series 2012 A No Wasco Co Peoples Utility Dt OR Revenue Refunding Bonds 7,52 4/24/2012 Series 2012 B No Wasco Co Peoples Utility Dt OR Revenue Refunding Bonds 12.22 5/1/2012 Series 2012 A NYC Trust for Cultural Resources 5/1/2012 Series 2012- One-D NYC Trust for Cultural Resources NY Refunding Revenue Bonds 38.36 NY Refunding Revenue Bonds 52.55 5/14/2012 Series 2012 MI Michigan State Hospital Fin Auth MI Hospital Revenue Refunding Bonds 101.93 5/2/2012 Series 2012 Central Plains Energy Project NE Gas Project Revenue Bonds 608.68 5/15/2012 Series 2012 Akron Bath & Copley Jt Twp Hosp Dt 5/23/2012 Series 2012 B NYS Dorm Authority OH Hospital Imp & Ref Rev Bonds 94,98 NY Revenue Bonds 30,36 6/1/2012 Series 2012 Oklahoma Dev Finance Auth OK Revenue & Refunding Bonds 182,06 6/5/2012 Series Q Ohio Public Fac Commission OH Natrural Resources GO Bonds 23,00 6/1/2012 Series 2012 A New York Local Govt Asst Corp NY Subordinate Lien Refunding Bonds 86.85 6/20/2012 Series 2012 A &B Washington Health Care Facs Au WA Revenue & Revenue Ref Bonds 74.39 6/14/2012 Series 2012 Love Field Airport Modernization Corp TX Special Facilities Revenue Bonds 146.26 6/15/2012 Series 2012 A Madison Co Capital Resource Corp NY Revenue Bonds 26.45 6/1/2012 Series 2012 North Central Texas Health Facs Dev Corp TX Hospital Revenue Bonds 158.85 6/14/2012 Series 2012 A Maryland Hlth & Hghr Ed Facs Au MD Revenue Bonds 153.15 6/20/2012 Series J Connecticut Hlth & Ed Facs Auth CT Revenue Bonds 250.00 34 2 6/19/2012 1012 Subser F NYC Transitional Finance Auth NY Future Tax Secured Sub Bonds 800.00 6/28/2012 Series 2012 Palm Beach Co -Florida FL Public Improvement Rev Ref Bonds 147.00 6/21/2012 Series U Puerto Rico Pub Bldgs Authority PR Govt Facs Revenue Refunding Bonds 2.61 6/21/2012 Series U Puerto Rico Pub Bldgs Authority PR Govt Facs Revenue Refunding Bonds 579.74 6/13/2012 Second Series 2012 Burke Co Development Authority GA Pollution Control Revenue Bonds 100.00 7/2/2012 2012 2013 Ser Los Angeles USD CA TRANs 600.00 Al-3 6/21/2012 Series 2012 A- Florida CitizensPropIns Corp FL Senior Secured Bonds 200.00 6/21/2012 Series 2012 A- Florida Citizens Prop Ins Corp FL Senior Secured Bonds 1,100,00 7/10/2012 Series 2012- Oakland City -California CA TRANs 83.13 2013 6/28/2012 Series 2012 A NYS Dorm Authority NY State Personal Inc Tax Rev Bonds 1,814.93 6/28/2012 Series 2012 A Colorado Hsg & Fin Au (CHFA) CO Unemployment Comp Spec Rev Bonds 84.79 6/28/2012 Series 2012 B Colorado Hsg & Fin Au (CHFA) 6/26/2012 Series 2012 A Detroit City -Michigan CO Unemployment Comp Spec Rev Bonds MI Swg Disposal Sys & Sr Lien Bonds 540.02 659.78 6/21/2012 Series 2012 A- Florida Citizens Prop Ins Corp FL Senior Secured Bonds 200.00 6/28/2012 2012 Series C So California Metro Water Dt CA Water Revenue Refunding Bonds 190.60 6/21/2012 Series 2012 Alameda Corridor Transport Auth CA Senior Lien Revenue Ref Bonds 83.71 6/29/2012 Series 2012 Build NYC Resource Corp NY Parking Facility Revenue Bonds 24.66 7/16/2012 Series 2012 A &B Long Island Power Authority NY Electric Sys Gen Revenue Bonds 502.00 6/28/2012 2012 Series E 1-3 So California Metro Water Dt CA Water Revenue Refunding Bonds 89.46 7/17/2012 Series 2012 A Colorado CO General Fund TRANs 500.00 7/1/2012 Series 2012 Austin City -Texas TX Wtr & Wstwtr Sys Rev Ref Bonds 336.82 8/2/2012 Series A of 2012 Montgomery Co Hghr Ed & Hlth Au PA Hospital Revenue Bonds 138,42 8/30/2012 Series 2012 A Jacksonville City -Florida FL Better Jacksonville Ref Rev Bonds 114.89 8/23/2012 Series 2012 B Triborough Bridge & Tunnel Auth NY General Revenue Refunding Bonds 1,236.90 8/9/2012 Series 2012 C &D Maryland Hlth & Hghr Ed Facs Au MD Revenue Bonds 169.67 8/21/2012 Series 2012 A Chicago City BOE IL Unlimited Tax GO Bonds 468.92 8/30/2012 Series 2012 A New Mexico Hosp Equip Loan NM Hospital System Revenue Bonds 75.00 8/30/2012 Series of 2012 Texas TX TRANs 9,800.00 9/13/2012 Series 2012 Lakeland City -Florida FL Var Rate Energy System Ref Bonds 100.00 9/13/2012 Series 2012 A NYC Industrial Dev Agency NY Sr Airport Facs Rev & Ref Bonds 126.88 9/20/2012 Series 2012 B New Jersey Turnpike Authority NJ Turnpike Revenue Bonds 804.44 9/13/2012 Series 2012 B Wisconsin Public Finance Auth 9/21/2012 Series 2012 Babylon Town -New York WI Sr Airport Facs Rev & Ref Bonds 189.40 NY Public Imp Refunding Serial Bonds 7.70 9/11/2012 Series 2012 Babylon Town -New York NY BANs 8.50 9/11/2012 Series 2012 Babylon Town -New York NY BANs 13.70 9/27/2012 Series AN California Dept of Wtr Resources CA Water System Revenue Bonds 49.53 9/27/2012 Series AO California Dept of Wtr Resources CA Water System Revenue Bonds 317.51 10/10/2012 Series 2012 Maryland Hlth & Hghr Ed Facs Au MD Revenue Bonds 33.99 10/10/2012 2012 Series A Omaha Public Power Dt (OPPD) NE Electric Sys Revenue Bonds 499.37 10/11/2012 Series 2012 A Nassau Co Interim Finance Auth NY Sales Tax Secured Bonds 141.58 10/11/2012 Series 2012 B Nassau Co Interim Finance Auth NY Sales Tax Secured Bonds 176.13 10/23/2012 Series 2012 Nassau Co Lcl Eco Assist & Fin Corp NY Revenue Bonds 130.18 10/17/2012 Series 2012 Philadelphia Auth for Indus Dev PA City Service Agreement Rev Bonds 231.19 10/25/2012 2012 Series C Los Angeles Dept of Wtr & Power CA Power System Revenue Bonds 300.00 11/15/2012 Series 2012 F NYS Environmental Facs Corp NY State Revolving Fund Rev Bonds 33.47 11/15/2012 Series 2012 E NYS Environmental Facs Corp NY State Revolving Funds Rev Bonds 98.64 10/31/2012 Series 2012 B Port of Portland -Oregon OR Passenger Fac Charge Ref Bonds 25.07 11/6/2012 Series 2012 Virginia College Building Auth VA Educational Facilities Rev Bonds 60.00 35 11/15/2012 Series 2012 A &B North Carolina Medical Care Commiss NC Health Care Facs Rev Ref Bonds 231.01 11/1/2012 Series 2012 B Texas TX Veterans Bonds 50.00 11/1/2012 Series 2012 B Texas TX Veterans Bonds 50.00 11/15/2012 2012 Series P Oregon FOR General Obligation Bonds 10.98 11/28/2012 Series 2012 C &D District of Columbia DC Income Tax Secured Rev & Ref Bond 775.77 11/15/2012 Series 2012 C North Carolina Medical Care Commiss 12/4/2012 2012 Series EG Hawaii NC Health Care Facs Rev Ref Bonds 59.05 HI General Obligation Bonds 26.00 12/4/2012 Series 2012 EE & EF Hawaii HI GO & Refunding Bonds 840.99 12/13/2012 Series 2012 E Jacksonville City -Florida FL Special Revenue Refunding Bonds 34.34 12/13/2012 Series 2012 C &D Jacksonville City -Florida FL Special Revenue Refunding Bonds 195.82 12/4/2012 1999 99 Subseries NYC Transitional Finance Auth NY Future Tax Secured Sub Bonds 32.03 12/18/2012 Series 2012 Alabama Fed Aid Highway Fin Auth AL Federal Highway Grant Antic Bonds 327.94 12/20/2012 Series 2012 A Colorado Reg Transportation Dt CO Sales Tax Revenue Bonds 474.94 12/20/2012 Series 2012 A Susquehanna Area Reg Airport Auth PA Airport System Revenue Bonds 53.38 12/20/2012 Series 2012 B &C Susquehanna Area Reg Airport Auth PA Sub & Airport Sys Revenue Bonds 65.61 12/17/2012 Series 2012-2 Purdue Univ Board of Trustees IN Commercial Paper Notes 15.00 2/20/2013 A & BThree 2013 Jacksonville Electric Authority FL Electric Sys & Sub Revenue Bonds 203.26 2/20/2013 Series 2013 A Nevada NV Ltd Tax General Obligation Bonds 23.51 2/27/2013 Series 2013 B Bay Area Wtr Supply & Consery Agcy CA Revenue Bonds 94.31 2/27/2013 Series 2013 A Bay Area Wtr Supply & Consery Agcy CA Revenue Bonds 241.48 3/6/2013 2013 Series 1 Wisconsin WI Transportation Revenue Bonds 259.68 2/14/2013 Series 2013 A Madison Co Capital Resource Corp NY Revenue Bonds 42.98 2/26/2013 Series 2013 A Indiana Finance Authority IN State Revolve Fund Prog Ref Bond 45.09 2/27/2013 2013 Series B San Francisco Public Util Comm CA Wastewater Revenue Bonds 331.59 3/13/2013 Series 2013 A Tarrant Co Cult Ed Fac Fin Corp TX Hospital Revenue Bonds 176.69 3/12/2013 Series 2013 A NYC Trust for Cultural Resources NY Revenue Bonds 79.18 3/26/2013 Series 2013 A Port of Seattle -Washington WA Limited Tax GO Refunding Bonds 27.63 3/27/2013 California CA Various Purpose GO Bonds 364.26 3/27/2013 California CA Various Purpose GO Bonds 505.94 3/27/2013 California CA Various Purpose GO Bonds 542.64 3/27/2013 California CA Various Purp GO Refunding Bonds 1,058.86 4/3/2013 Series 2013-A Birmingham City -Alabama AL GO Convertible CABs 68.06 3/26/2013 Series 2013 A Colorado Reg Transportation Dt CO Sales Tax Revenue Refunding Bonds 96.58 4/4/2013 Series 2013 A New Jersey Turnpike Authority NJ Turnpike Revenue Bonds 1,400.00 3/28/2013 Series 2013 Sacramento City -California CA Water Revenue Bonds 215.20 3/25/2013 Series 2013 A Eastern Municipal Water Dt Fin Auth CA Water & Sewer Revenue Ref Bonds 54.58 4/24/2013 Series 2013 A Santa Clara City -California CA Electric Revenue Refunding Bonds 64.38 4/16/2013 2013 Series B Oregon Dept of Admin Services OR Oregon State Lottery Rev Bonds 28.14 4/16/2013 2013 Series C Oregon Dept of Admin Services OR Oregon State Lottery Rev Bonds 71.08 4/16/2013 2013 Series A Oregon Dept of Admin Services OR Oregon State Lottery Rev Bonds 122.50 4/16/2013 Series 2013 Tacoma City -Washington WA Reg Water Supply Rev Ref Bonds 64.80 4/23/2013 Series 2013 A Florida Hurricane Catastrophe Fin FL Revenue Bonds 2,000.00 4/30/2013 Series 2013 Nevada NV Highway Revenue Refunding Bonds 131.25 5/9/2013 Series 2013 A Nashville -Davidson Co Metro Govt TN GO Improvement Bonds 374.67 4/25/2013 2013 Series B New Jersey Trans Trust Fund Au NJ Transportation System Bonds 338.22 4/25/2013 2013 Series A New Jersey Trans Trust Fund Au NJ Transportation System Bonds 538.85 5/15/2013 Series 2013 Akron Bath & Copley Jt Twp Hosp Dt OH Hospital Improvement Rev Bonds 97.35 5/15/2013 Series U-3 & 4 California Educational Facs Auth CA Revenue Bonds 300.63 5/15/2013 Series 2013 Illinois Finance Authority IL Revenue Refunding Bonds 34.22 5/9/2013 Series 2013 A Maryland Hlth & Hghr Ed Facs Au MD Revenue Bonds 88.25 36 6/13/2013 Series 2013 A Tacoma City -Washington WA Electric System Rev & Ref Bonds 181.61 5/22/2013 Series 2013 B Maryland Hlth & Hghr Ed Facs Au MD Revenue Bonds 61.85 6/4/2013 2013 Series C Los Angeles Dept of Wtr & Power CA Power System Revenue Bonds 27,86 6/4/2013 2013 Series B Los Angeles Dept of Wtr & Power CA Power System Revenue Bonds 452,15 5/30/2013 Series 2013 C Louisiana LA GO Refunding Bonds 157.86 7/1/2013 A & g14 Series Los Angeles Co -California CA TRANs 1,000.00 6/13/2013 Series 2013 B Tacoma City -Washington WA Electric System Revenue Ref Bonds 35.62 6/20/2013 Series 2013 B Maryland Hlth & Hghr Ed Facs Au MD Revenue Bonds 99.63 7/2/2013 2013 Series E So California Metro Water Dt CA Special Var Rte Water Ref Bonds 104.82 7/3/2013 2013 Series B Riverside Co Transportation Comm CA Toll Revenue Senior Lien Bonds 52.83 7/3/2013 2013 Series A Riverside Co Transportation Comm CA Toll Revenue Senior Lien Bonds 123.83 7/3/2013 2013 Series A Riverside Co Transportation Comm CA Ltd Tax Sales Tax Rev Bonds 462.20 7/11/2013 Series 2013 A Illinois Finance Authority IL Revenue Bonds 125.00 7/30/2013 Series 2013 A Utah State Board of Regents UT General Revenue Bonds 127.93 8/13/2013 2013 Series B- Illinois State Toll Highway Auth IL Toll Highway Senior Revenue Bonds 217.39 8/1/2013 Series 2013 B Grand Parkway Transport Corp TX Sub Tier Toll Rev Convert CABs 277.00 8/1/2013 Series 2013 E Grand Parkway Transport Corp TX Subordinated Tier Toll Rev Bonds 361.81 8/1/2013 Series 2013 A &B Grand Parkway Transport Corp TX First & Sub Tier Toll Rev Bonds 1,337.94 8/1/2013 Series 2013 A Camden Co Improvement Auth NJ Revenue Bonds 54.92 8/1/2013 Series 2013 D Grand Parkway Transport Corp 8/1/2013 Series 2013 C Grand Parkway Transport Corp TX Sub Tier Toll Rev Tender Bonds 106.89 TX Sub Tier Toll Rev Tender Bonds 836.44 8/7/2013 Series 2013 C Lehigh Co Authority PA Water and Sewer Revenue Bonds 18.74 8/7/2013 Series 2013 B Lehigh Co Authority PA Water and Sewer Revenue Bonds 43.36 8/7/2013 Series 2013 A Lehigh Co Authority PA Water and Sewer Revenue Bonds 245.59 8/7/2013 Series M 2013 Massachusetts Dev Finance Agcy MA Revenue Bonds 50.86 8/21/2013 Series 2013 C SC Pub Svc Au (Santee Cooper) SC Revenue Obligations 250.00 8/21/2013 Ser 2013 A & Ref B SC Pub Svc Au (Santee Cooper) SC Revenue Obligations 641.39 8/28/2013 Series 2013 C Maryland Hlth & Hghr Ed Facs Au MD Revenue Bonds 238.00 8/21/2013 Series 2013 D SC Pub Svc Au (Santee Cooper) 8/29/2013 Series 2013 Babylon Town -New York SC Revenue Obligations 450.00 NY BANs 9.24 8/29/2013 Series 2013 Babylon Town -New York NY BANs 15.35 8/29/2013 Series 2013 B El Paso Downtown Dev Corp TX Special Revenue Bonds 15.66 8/29/2013 Series 2013 A El Paso Downtown Dev Corp TX Special Revenue Bonds 45.13 9/3/2013 Series 2013 Texas TX TRANS 7,200.00 9/12/2013 Series 2013 B Atlanta City -Georgia GA Water & Wastewater Rev Ref Bonds 200.14 9/10/2013 Series 2013 B- NYC Housing Dev Corp NY Capital Fund Grant Prog Rev Bonds 122.17 9/10/2013 Series 2013 A & B-1 NYC Housing Dev Corp NY Capital Fund Grant Prog Rev Bonds 533.92 9/26/2013 Series 2013 C Empire State Development Corp NY State Personal Inc Tax Rev Bond 271.90 10/2/2013 2013 Series A Kentucky Turnpike Authority KY Economic Dev Road Rev Bonds 187.63 10/17/2013 Series 2013 Lone Star College System TX Revenue Financing System Bonds 58.15 10/2/2013 2013 Series AL-1 Regents of the Univ of California CA General Revenue Bonds 150.00 11/1/2013 2013 Series C- Louisiana LA Gas Fuels Tax 2nd Ln Rev Ref Bond 14.94 11/1/2013 21013 Series C- Louisiana LA Gas Fuels Tax 2nd Ln Rev Ref Bond 60.15 11/13/2013 2014 SerA Sub A-1 NYC Transitional Finance Auth NY Future Tax Secured Sub Bonds 650.00 10/30/2013 Series 2013 OH Franklin Co -Ohio OH Revenue Bonds 87.25 10/30/2013 Series 2013 ID Idaho Health Facilities Auth ID Revenue Bonds 45.74 10/30/2013 Series 2013 MI-1 Michigan Finance Authority MI Hospital Revenue Bonds 65.06 10/30/2013 Series 2013 MD Montgomery Co -Maryland MD Revenue Bonds 103.91 37 11/7/2013 Series 2013 Nevada NV Special Revenue Bonds 548.90 11/21/2013 2013 Series A Nebraska Public Power Dt NE General Revenue Bonds 118.27 11/15/2013 Series 2013 E Metropolitan Transport Auth (MTA) NY Transportation Revenue Bonds 500.00 11/20/2013 2013 Series I California St Public Works Board CA Lease Revenue Bonds 631.54 12/19/2013 Series 2013 A NYS Dorm Authority NY Employer Assessment Revenue Bonds 369,70 12/5/2013 2013 Series B NYS Housing Fin -Mortgage Agcy NY Housing Revenue Bonds 30.00 12/5/2013 2013 Series A NYS Housing Fin -Mortgage Agcy NY Housing Revenue Bonds 111,45 12/11/2013 3 13 Series A- NYS Housing Fin -Mortgage Agcy NY Housing Revenue Bonds 65.80 1/2/2014 Series 2013 A Foothill/Eastern Transp Corridor Agy CA Toll Road Refunding Revenue Bonds 131.26 1/2/2014 Series 2013 A Foothill/Eastern Transp Corridor Agy CA Toll Road Refunding Revenue Bonds 195,87 1/2/2014 Series B-1 2 3 Foothill/Eastern Transp Corridor Agy CA Toll Road Refunding Revenue Bonds 375.00 1/2/2014 Series 2013 A Foothill/Eastern Transp Corridor Agy CA Jr & Toll Road Ref Rev Bonds 1,572.49 12/18/2013 Series 2013 T NYS Utility Debt Securitization Auth NY Restructuring Bonds 482.93 12/18/2013 Series 2013 TE NYS Utility Debt Securitization Auth NY Restructuring Bonds 1,539.39 1/1/2014 Series 2014 El Paso City -Texas TX GO Refunding Bonds 110.61 2/13/2014 2014 Series Washington State University WA General Revenue Bonds 54.34 2/12/2014 Series 2014 A ABAG Fin Au for Nonprofit Corp CA Revenue Bonds 159,49 2/26/2014 2014 Series A Illinois State Toll Highway Auth IL Toll Hway Senior Rev Ref Bonds 378.72 2/13/2014 Series 2014 A NYC Trust for Cultural Resources NY Revenue Bonds 44.43 2/13/2014 Series 2014 A Grand Parkway Transport Corp TX Sub Tier Toll Revenue Ref BANs 733.47 3/14/2014 2014 Series C 1-3 So California Metro Water Dt CA Water Revenue Refunding Bonds 30.34 3/14/2014 2014 Series A So California Metro Water Dt CA Water Revenue Refunding Bonds 95.94 4/1/2014 Series 2014 B Univ of Texas Sys Bd of Regents TX Permanent University Fund Bonds 221.58 2/26/2014 Series 2014 Colorado High Performance Trans Ent CO Senior Revenue Bonds 20.36 2/26/2014 Series 2014 A Texas TX Veterans Bonds 75.00 2/26/2014 Series 2014 A Texas TX Veterans Bonds 75.00 3/18/2014 2014 Series A Oregon Facilities Authority OR Refunding Revenue Bonds 66.06 3/18/2014 Series 2014 A Washington Health Care Facs Au WA Refunding Revenue Bonds 40.14 3/19/2014 A & BFirst Ser Kentucky Asset/Liability Comm KY Fed Hwy Trust & Ref Fund Bonds 171.94 3/28/2014 Series 2014 Miami -Dade Co -Florida FL Aviation Revenue Refunding Bonds 328.13 3/26/2014 2014 Series A So California Pub Pwr Au (SCPPA) CA Revenue Bonds 151.88 3/26/2014 2014 Series B So California Pub Pwr Au (SCPPA) CA Revenue Bonds 166.98 4/15/2014 Series 2014 Phoenix City Civic Imp Corp AZ Jr Lien Wstwtr Sys Rev Ref Bonds 127.81 3/27/2014 Series 2014 A NYS Environmental Facs Corp NY St Clean & Drink Wtr Rev Bonds 347.39 4/24/2014 Series 2014 A Indiana Finance Authority IN State Revolving Fund Prog Bonds 18,58 4/24/2014 Series 2014 B Indiana Finance Authority IN State Revolv Fund Prog Ref Bonds 68.35 4/16/2014 2014 Series San Diego USD CA General Obligation Bonds 50.00 4/16/2014 2014 Series & R-3 San Diego USD CA GO & Refunding Bonds 214.38 4/10/2014 2014 Series AN Regents of the Univ of California CA General Revenue Bonds 411.21 4/10/2014 2014 Series AM Regents of the Univ of California CA General Revenue Bonds 559.15 4/24/2014 & B es 2014 A Utah Transit Authority UT Subordinate Sales Tax Ref Bonds 142,37 5/14/2014 Series 2014 A Missouri Hlth & Ed Facs Authority MO Health Facilities Revenue Bonds 236,57 5/14/2014 Series U-6 California Educational Facs Auth CA Revenue Bonds 278.98 5/21/2014 Series P (2014) Massachusetts Dev Finance Agcy MA Revenue Bonds 136.69 5/14/2014 Series 2014 B Missouri Hlth & Ed Facs Authority MO Health Facilities Revenue Bonds 50,00 5/22/2014 Series 2014 A New Jersey Turnpike Authority NJ Turnpike Revenue Bonds 1,000.00 5/21/2014 Series 2014 Nassau Co Lcl Eco Assist & Fin Corp NY Revenue Bonds 77.73 6/17/2014 2014 Series A Portland City -Oregon OR Limited Tax Revenue Bonds 44,22 6/25/2014 2014 Series A Kentucky Turnpike Authority KY Econ Dev Road Rev Ref Bonds 121.33 7/1/2014 Series 2014 D Houston City -Texas TX Comb Utility Sys 1st Ln Rev & Ref 547.98 38 6/26/2014 2014 Series E Oregon OR General Obligation Bonds 15,26 7/2/2014 Series 2014 Houston City -Texas TX TRANs 200,00 7/2/2014 Series 2014 New Orleans City -Louisiana LA Water Revenue & Refunding Bonds 103,53 7/2/2014 Series 2014 New Orleans City -Louisiana LA Sewerage Service Rev & Ref Bonds 158.99 7/8/2014 Series 2014 D NYS Dorm Authority NY, St Personal Income Tax Rev Bonds 81.39 7/10/2014 Series 2014 B Alabama Pub School & College Au AL Capital Improvement Ref Bonds 546.85 Series 2014 A- Nashville -Davidson Co Metro Govt TN GO Commercial Paper Notes 300.00 1 7/23/2014 Series 2014 A District of Columbia Wtr & Swr Au DC Public Utility Senior Lien Bonds 350.00 7/29/2014 Series 2014 A Oregon Dept of Admin Services OR Oregon Lottery Rev Ref Bonds 18.63 7/29/2014 Series 2014 B Oregon Dept of Admin Services OR Oregon Lottery Rev Ref Bonds 89.52 7/29/2014 Series 2014 C Oregon Dept of Admin Services OR Oregon Lottery Rev Ref Bonds 105.64 8/6/2014 Series 2014 Harris Co -Texas TX TANs 225.00 8/20/2014 Series 2014 Illinois Sports Facilities Auth 4/1/2015 Series 2014 Sacramento Public Financing Auth IL Sports Facs Refunding Bonds 292.48 CA Lease Revenue Bonds 295.00 8/5/2014 2014 Series A NYS Housing Fin -Mortgage Agcy NY Housing Revenue Bonds 68.56 8/12/2014 2014 Series Babylon Town -New York NY BANs 7.19 8/12/2014 2014 Series Babylon Town -New York NY BANs 12.29 9/1/2014 Series 2014 A Harris Co -Texas 9/3/2014 Series 2014 Texas TX Unlimited Tax Road Ref Bonds 195.91 TX TRANs 5,400.00 10/1/2014 Series 2014 A Palm Beach Co -Florida FL Public Improvement Rev Ref Bonds 72.45 9/25/2014 Series Twenty Two Port of Portland -Oregon OR Airport Revenue Bonds 90.05 9/23/2014 Series 2014-15 California CA RANs 2,800,00 9/24/2014 Series 2014 B Nassau Co Lcl Eco Assist & Fin Corp NY Revenue Bonds 41.75 9/24/2014 Series 2014 C Suffolk Co Economic Dev Corp 10/15/2014 Series 2014 Build NYC Resource Corp NY Revenue Bonds 39.55 NY Revenue Refunding Bonds 29.72 10/15/2014 Series A NYC Sales Tax Asset Rec Corp NY Sales Tax Asset Revenue Bonds 2,035.33 9/30/2014 Series 2014 C Oklahoma Cap Imp Authority OK State Agency Facs Ref Rev Bonds 83.75 11/18/2014 Series 2014 A Camden Co Improvement Auth NJ Revenue Refunding Bonds 139.73 11/20/2014 Series 2014 C District of Columbia Wtr & Swr Au DC Public Utility Sub Lien Ref Bonds 377.70 11/6/2014 Series 2014 A &B San Joaquin Hills Trans Corridor Agy CA Sr & Jr Lien Toll Road Rev Bonds 1,392.76 11/6/2014 Series 2014 California Earthquake Auth CA Revenue Bonds 350.00 11/20/2014 Series 2014 New York Liberty Dev Corp NY Revenue Bonds 1,589.08 11/19/2014 Series 2014 Jacksonville City -Florida FL Special Revenue & Refunding Bonds 100,16 11/13/2014 2014 Series A 1 & 2 Hawaii Dept of Business Econ Dev & Tourism HI Green Energy Market Sec Bonds 150.00 11/19/2014 2014 Series D Massachusetts Water Resources Au MA General Revenue Bonds 73.11 12/3/2014 Series 2014 North Carolina Cap Facs Fin Agency NC Revenue Bonds 31.04 12/3/2014 Series 2014 G Oregon OR General Obligation Bonds 35.97 12/3/2014 2014 Series A NYS Housing Fin -Mortgage Agcy NY Housing Revenue Bonds 30,50 12/3/2014 2014 Series B NYS Housing Fin -Mortgage Agcy NY Housing Revenue Bonds 37.50 12/18/2014 Series 2014 B Empire State Development Corp NY State Personal Inc Tax Rev Bonds 370.82 12/17/2014 Series K NYS Thruway Authority NY General Revenue Refunding Bonds 743.87 12/23/2014 Series 2014 B Harris Co -Houston Sports Auth TX Senior Lien Revenue Ref Bonds 47.44 12/23/2014 Series 2014 C Harris Co -Houston Sports Auth TX Second Lien Revenue Ref Bonds 75.88 12/23/2014 Series 2014 A Harris Co -Houston Sports Auth TX Senior Lien Revenue Ref Bonds 90.42 12/23/2014 Series 2014 A Harris Co -Houston Sports Auth TX Senior Lien Revenue Ref Bonds 344.78 Total $ 98,124.26 39 Appendix H. Goldman Sachs Co -Manager Role (2012-2014) Dated Date Series Issuer State Issue Description Par ($mm) 1/25/2012 Series 2012 Oklahoma Cap Imp Authority OK State Highway Cap Imp Rev Bonds $ 60.51 2/9/2012 2012 Ser A & Three Jacksonville Electric Authority FL Electric System Sub Rev Bonds 174.88 2/2/2012 Series 2012 A Georgia Muni Electric Au (MEAG) GA Revenue Bonds 102.37 10/9/2012 2012 Series A-C SC Pub Svc Au (Santee Cooper) 1/30/2012 Series CC & DD NYC Municipal Water Fin Auth SC Revenue Obligation Ref Bonds 250,88 NY Wtr & Swr 2nd Gen Res Rev Bonds 400.00 2/6/2012 Series 2012 B Northern California Power Agency CA Revenue Refunding Bonds 7.12 2/7/2012 2012 Series A Northern California Power Agency CA Revenue Refunding Bonds 76.67 2/8/2012 Series 2012 A Indiana Finance Authority IN St Revolving Fund Prog Ref Bonds 137.95 2/28/2012 2012 Series A Nebraska Public Power Dt 2/7/2012 2012 Series A Puerto Rico Government Dev Bank NE General Revenue Bonds 212.40 PR Senior Notes 1,000.00 2/16/2012 Series 2012 A Dare Co -North Carolina NC Refunding Limited Oblig Bonds 2.85 2/16/2012 Series 2012 B Dare Co -North Carolina NC Refunding Limited Oblig Bonds 33.65 2/23/2012 Series 2012 Washington State University WA General Revenue Bonds 73.84 3/7/2012 Series 2012 B University of Washington WA General Revenue & Refunding Bonds 34.19 3/7/2012 Series 2012 A University of Washington WA General Revenue & Refunding Bonds 233.39 2/22/2012 2012 Series C Oregon OR GO Refunding Bonds 13.54 2/22/2012 Series 2012 A-B Oregon OR GO Refunding Bonds 86.95 3/8/2012 Series 2012 A NYS Dorm Authority NY Revenue Bonds 26.47 2/23/2012 Series 2012 A NYS Dorm Authority NY Third Gen Resolution Rev Bonds 838.10 2/29/2012 Sr Lien Series Puerto Rico Aqueduct & Sewer Authority PR Revenue Bonds 1,800,45 2012A 3/15/2012 2012 Series A Tennessee TN GO Refunding Bonds 449.07 3/22/2012 Second Series San Francisco City & Co Airport Comm CA Revenue Refunding Bonds 108.43 2012 B 3/22/2012 Second Series San Francisco City & Co Airport Comm CA Revenue Refunding Bonds 208.03 2012 A 3/1/2012 Series 2012 B Univ of Texas Sys Bd of Regents TX Revenue Financing System Bonds 238.14 3/8/2012 2012 Series E & F New York City -New York NY General Obligation Bonds 1,030.62 3/8/2012 California CA Various Purpose GO Ref Bonds 1,904.60 3/22/2012 Series 2012 C Piedmont Muni Power Agency SC Electric Revenue Refunding Bonds 4.49 3/22/2012 Series 2012 A & B Piedmont Muni Power Agency SC Electric Revenue & Ref Bonds 33.02 3/15/2012 2012 Series R-1 San Diego USD CA GO Ref Ad Valorem Prop Tax Bonds 65.43 4/10/2012 Series 2012 Broward Co -Florida FL GO Refunding Bonds 101.35 3/20/2012 A 2012 First Series Maryland MD GO State & Local Facilities Loan 56.09 3/19/2012 2012 Series EE NYC Municipal Water Fin Auth NY Wtr&Swr Sys 2nd Gen Res Rev Bonds 522.51 4/4/2012 Series 2012 B NYS Dorm Authority NY Revenue Bonds 51.39 4/3/2012 Series 2012 A Puerto Rico PR GO Public Improvement Ref Bonds 2,318.19 4/10/2012 Series 2012 C Broward Co -Florida FL Wtr & Swr Utility Rev Ref Bonds 47.66 4/10/2012 Series 2012 A & B Broward Co -Florida FL Wtr & Swr Utility Rev & Ref Bonds 251.55 3/22/2012 Series 2012 A & C District of Columbia Wtr & Swr Au DC Public Utility Rev & Ref Bonds 340.65 3/28/2012 2012 Series A San Bernardino Co Trans Auth CA Ltd Tax Sales Tax Revenue Bonds 91.88 3/1/2012 New Series 2012 San Antonio City -Texas TX Electric & Gas Systems Rev Bonds 521.00 3/22/2012 Series 2012 B-2 District of Columbia Wtr & Swr Au DC Public Utility Sub Lien Rev Bonds 47.31 3/22/2012 Series 2012 B-1 District of Columbia Wtr & Swr Au DC Public Utility Sub Lien Rev Bonds 52.69 3/28/2012 Subseries 2002 B-2 Metropolitan Transport Auth (MTA) NY Dedicated Tax Funds 116.05 4/3/2012 Series 2012 B Ohio Public Fac Commission OH Infrastructure Imp GO Ref Bonds 40.15 4/3/2012 Series 2012 B Ohio Public Fac Commission OH Higher Education GO Ref Bonds 102.62 4/3/2012 Series 2012 A Ohio Public Fac Commission OH Higher Education GO Bonds 300.00 40 5/15/2012 2012 Series A 4/26/2012 Series 2012 E SC Pub Svc Au (Santee Cooper) SC Revenue Obligations 262.83 4/26/2012 Series 2012 D SC Pub Svc Au (Santee Cooper) SC Revenue Obligations 312.16 4/19/2012 2012 Ser E Sub E-1 NYC Transitional Finance Auth NY Future Tax Secured & Sub Bonds 800.00 4/24/2012 California CA Various Purpose GO & Ref Bonds 1,343.81 4/26/2012 2012 Series A-3 Connecticut CT General Obligation Bonds 1.07 4/26/2012 2012 Series A-1 Connecticut CT General Obligation Bonds 4.93 4/26/2012 2012 Series B-2 Connecticut CT General Obligation Bonds 14.52 4/26/2012 2012 Series B-3 Connecticut CT General Obligation Bonds 35,00 4/26/2012 2012 Series A-2 Connecticut CT General Obligation Bonds 77.00 4/26/2012 2012 Series B-1 Connecticut CT General Obligation Bonds 210.08 5/1/2012 Series 2012 A & B Puerto Rico Electric Power Authority PR Power Revenue & Refunding Bonds 650,00 4/26/2012 Series 2012 A 5/3/2012 Series 2012 C Garden State Preservation Trust Metropolitan Transport Auth (MTA) NJ Open Space Farmland Preserve Bond NY Transportation Revenue Bonds 281.14 727.43 4/26/2012 2012 Series A-3 Connecticut CT General Obligation Bonds 3.90 4/26/2012 2012 Series A-6 Connecticut CT General Obligation Bonds 5.82 4/26/2012 2012 Series A-4 4/26/2012 2012 Series A-2 Connecticut Connecticut CT General Obligation Bonds CT General Obligation Bonds 39.45 45.20 4/26/2012 2012 Series A-5 Connecticut CT General Obligation Bonds 58.04 4/26/2012 2012 Series A-1 Connecticut CT General Obligation Bonds 60.00 5/17/2012 Series 2012 A Florida Dept of Transportation FL Right -of -Way & Bridge Con Bonds 267.39 Subseries 2002D- 5/3/2012 Metropolitan Transport Auth (MTA) NY Transportation Revenue Ref Bonds 174.73 1 168.38 Connecticut Housing Finance Auth CT Housing Mtg Finance Prog Bonds 5/23/2012 Series 2012 A 5/24/2012 2012 Series E Orange Co Health Facs Auth San Diego USD FL Hospital Revenue Bonds CA General Obligation Bonds 152.30 150.00 5/23/2012 2012 Series A & B California Health Facs Fin Auth CA Revenue Bonds 408.32 5/15/2012 2012 Ser B Subser B2 Connecticut Housing Finance Auth CT Housing Mortgage Fin Prog Bonds 12.75 5/15/2012 2012 Ser B Subser B3 Connecticut Housing Finance Auth CT Housing Mortgage Fin Prog Bonds 15.01 5/15/2012 2012 Ser B Subser B1 Connecticut Housing Finance Auth CT Housing Mortgage Fin Prog Bonds 24.62 5/30/2012 Series 2012 A & C Chicago City -Illinois IL GO & Refunding Bonds 286.88 5/30/2012 Series 2012 B Chicago City -Illinois IL GO & Refunding Bonds 307.98 6/7/2012 2012 Ser C Sub C-2 Connecticut Housing Finance Auth CT Housing Mtg Finance Prog Bonds 70.16 6/7/2012 2012 Ser C Sub C-1 Connecticut Housing Finance Auth CT Housing Mtg Finance Prog Bonds 106.84 5/31/2012 Series 2012 A NYS Environmental Facs Corp NY St Clean & Drink Wtr Rev Bonds 496.15 5/31/2012 Series 2012 C North Carolina Eastern Municipal Power Agency 5/31/2012 Series 2012 A, B North Carolina Eastern Municipal Power & D Agency 6/7/2012 & 22 Ser D Sub 1 Connecticut Housing Finance Auth NC Power System Revenue Bonds NC Power System Rev & Ref Bonds CT Housing Mtg Finance Prog Bonds 29.39 394.66 150.98 6/21/2012 Series 2012 C NYS Environmental Facs Corp NY State Revolving Funds Rev Bonds 14.44 6/21/2012 Series 2012 B NYS Environmental Facs Corp NY State Revolving Funds Rev Bonds 88.95 6/14/2012 2012 Series A San Diego Co Reg Trans Comm CA Sales Tax Revenue Bonds 420.59 6/7/2012 2012 Series H & I New York City -New York NY General Obligation Bonds 949.69 6/13/2012 Series 2012 A & B Virginia Resources Auth (VRA) VA Infra & St Moral Oblig Rev Bonds 298.14 6/7/2012 Series 2012 Hidalgo Co (La Joya) ISD TX Unlimited Tax Refunding Bonds 65.97 6/7/2012 Series 2012 A NYS Dorm Authority NY Revenue Bonds 137.94 6/26/2012 Series 2012 B Oregon Dept of Transportation OR Sr Lien Hway User Tax Ref Bonds 70.85 6/26/2012 Series 2012 A 6/21/2012 Series 2012 Oregon Dept of Transportation District of Columbia OR Sr Lien Hway User Tax Ref Bonds DC Tax Increment Revenue Ref Bonds 129.98 52.37 6/13/2012 Series 2012 A-1 Virginia Resources Auth (VRA) VA Infras & St Moral Oblig Rev Bonds 46.07 7/12/2012 Series 2012 C Metropolitan Pier & Expo Auth IL Refunding Bonds 12.02 41 7/12/2012 Series 2012 A & B Metropolitan Pier & Expo Auth IL Refunding Bonds 843.29 6/27/2012 Series 2012 A & Michigan Finance Authority MI Unemploy Oblig Assess Rev Bonds 2,667.14 6/28/2012 GG2 Series FF & NYC Municipal Water Fin Auth NY Wtr & Swr 2nd Gen Res Rev Bonds 661.75 7/25/2012 Series 2012 Michigan MI State Trunk Line Fund Ref Bonds 49.31. 7/12/2012 Series 2012 D NYS Environmental Facs Corp NY St Clean & Drink Wtr Rev Bonds 316.79 7/1/2012 Series 2012 A Texas A&M University System TX Permanent University Fund Bonds 70.68 7/1/2012 Series 2012 B Texas A&M University System TX Permanent University Fund Bonds 125.75 7/11/2012 Series I NYS Thruway Authority NY General Revenue Bonds 1,122.56 8/20/2012 Series 2012 D Metropolitan Transport Auth (MTA) NY Transportation Rev Ref Bonds 1,263.37 7/19/2012 Series 2012 A Washington Health Care Facs Au WA Revenue Bonds 511.37 7/26/2012 2012 Series 1 & 2 Wisconsin WI Clean Water Revenue & Ref Bonds 147.45 7/19/2012 2013 Series S-1 NYC Transitional Finance Auth NY Building Aid Revenue Bonds 850.00 8/2/2012 2012 Series A Gainesville City -Florida FL Utilities System Revenue Bonds 81.86 7/20/2012 Series 2012 E Metropolitan Transport Auth (MTA) 8/7/2012 Sixue Three Ser Jacksonville Electric Authority NY Transportation Revenue Bonds 650.00 FL Revenue Bonds 121.48 8/16/2012 2012 Series B Jacksonville Electric Authority 7/31/2012 Series A of 2012 Pennsylvania Turnpike Commission FL Water & Sewer Sys Sub & Rev Bonds 178.37 PA Turnpike Revenue Bonds 200.22 8/2/2012 Series 2013 B-2 Washington WA Motor Vehicle Fuel Tax GO Bonds 31.51 8/14/2012 Series 2012 A Harris Co -Texas 8/1/2012 Series 2012 Miami -Dade Co -Florida TX Tax & Sub Lien Rev Ref Bonds 160.43 FL Transit Sys Sales Surtax Rev Bond 537.21 7/31/2012 Series 2012 Virginia Small Business Fin Auth VA Senior Lien Revenue Bonds 241.95 8/9/2012 2012 Series H Regents of the Univ of California CA Limited Project Revenue Bonds 100.42 8/9/2012 2012 Series G Regents of the Univ of California CA Limited Project Revenue Bonds 899.28 8/23/2012 2012 Series B Jacksonville Electric Authority FL Electric System Sub Rev Bonds 109.61 8/14/2012 2012 Second Series A Maryland MD GO State & Loc Facs Loan Bonds 26.34 8/30/2012 Series Three 2012 B Jacksonville Electric Authority FL Electric System Revenue Bonds 140.64 8/17/2012 Series 2012 Allegheny Co Industrial Dev Auth PA Environmental Imp Revenue Bonds 25.00 8/17/2012 Series 2012 Indiana Finance Authority IN Environmental Imp Revenue Bonds 29.00 8/30/2012 Series 2012 B Indiana Finance Authority IN State Revolving Fund Prog Bonds 139.26 8/17/2012 Series 2012 Southwestern Illinois Dev Auth IL Environmental Imp Revenue Bonds 40.00 8/14/2012 Series 2012 Iowa Finance Authority IA Midwest Disaster Area Rev Bonds 250.00 8/28/2012 B 13 Series A 1 & NYC Transitional Finance Auth NY Future Tax Secured Sub Bonds 1,050.00 8/23/2012 Series 2012 D Energy Northwest WA Electric Revenue Bonds 34.14 8/23/2012 Series 2012 E Energy Northwest WA Electric Revenue Bonds 748.52 8/23/2012 1&2 2012-13 Series A- California CA RANs 10,000.00 9/13/2012 Series 2012 D Houston City -Texas TX Comb Util Sys 1st Lien Ref Bonds 149.74 8/31/2012 Issue Two Ser 25 Jacksonville Electric Authority FL Power Park Sys Ref Rev Bonds 3.46 8/31/2012 Issue Two Ser 25 Jacksonville Electric Authority. FL Power Park Sys Ref Rev Bonds 81.68 9/19/2012 Series 2012 B Dallas City -Texas TX Wtrwks & Swr Sys Rev Ref Bonds 106.72 9/19/2012 Series 2012 A Dallas City -Texas TX Wtrwks & Swr Sys Rev Ref Bonds 259.42 9/26/2012 Series 2012 A- 1 &2 South Carolina St Hsg Fin Dev Au SC Refunding Mortgage Rev Bonds 65.71 10/23/2012 2012 Series F-1 Bay Area Toll Authority (BATA) CA Toll Bridge Revenue Bonds 907.53 9/27/2012 Series 2012 Q-2 Broward Co -Florida FL Airport System Revenue Bonds 105.71 9/27/2012 Series 2012 Q-1 Broward Co -Florida FL Airport System Revenue Bonds 515.62 9/28/2012 Series 2012 F Metropolitan Transport Auth (MTA) NY Transportation Rev Ref Bonds 1,268.45 10/4/2012 2012 Series F-1 Connecticut CT GO Refunding Bonds 7.52 10/4/2012 2012 Series D-3 Connecticut 10/4/2012 2012 Series D-2 Connecticut CT General Obligation Bonds 46.08 CT General Obligation Bonds 48.57 10/4/2012 2012 Series D-1 Connecticut CT General Obligation Bonds 59.49 10/4/2012 2012 Series E-2 Connecticut CT General Obligation Bonds 60.75 42 10/4/2012 2012 Series F-2 Connecticut CT GO Refunding Bonds 62.27 10/4/2012 2012 Series D-4 Connecticut CT General Obligation Bonds 65.74 10/4/2012 2012 Series E-1 Connecticut CT General Obligation Bonds 219.39 10/4/2012 California CA Various Purpose GO & Ref Bonds 1,776.24 10/18/2012 Series 2012 B Pennsylvania Econ Dev Fin Auth PA Unemploy Compensation Rev Bonds 1,096.97 10/18/2012 Series 2012 A Pennsylvania Econ Dev Fin Auth PA Unemploy Compensation Rev Bonds 1,430.44 10/23/2012 C 13 Ser A-1, B & New York City -New York NY General Obligation Bonds 1,125.00 10/18/2012 2012 Series A Idaho Housing & Fin Assoc ID Grant & Revenue Antic Bonds 34.89 10/18/2012 Series 2012 Los Angeles Co Pub Works Fin Au CA Lease Revenue Bonds 339.41 10/24/2012 2012 Series B Rhode Island & Providence Plan RI Consolidated Cap Dev Loan Bonds 81.40 10/17/2012 Series 2012 C Denver City and Co -Colorado CO Airport System Revenue Bonds 30.29 10/17/2012 Series 2012 A Denver City and Co -Colorado CO Airport System Revenue Bonds 315.78 10/17/2012 Series 2012 B Denver City and Co -Colorado CO Airport System Revenue Bonds 510.14 10/25/2012 2012 Series B Los Angeles Dept of Wtr & Power CA Power System Revenue Bonds 350,00 10/23/2012 Series 2012 New Orleans City -Louisiana LA Limited Tax Refunding Bonds 195.89 10/18/2012 Series 2012 F NYS Dorm Authority NY State Personal Inc Tax Rev Bonds 60.61 10/18/2012 Series 2012 D & E NYS Dorm Authority NY State Personal Inc Tax Rev Bonds 817.06 11/15/2012 2012 Series B & C Nebraska Public Power Dt NE General Revenue Bonds 220.15 10/26/2012 Series V-2 Indiana University IN Student Fee Bonds 47.49 10/26/2012 Series V-1 Indiana University IN Student Fee Bonds 60.27 10/25/2012 Series 2012 A Metropolitan Transport Auth (MTA) NY Dedicated Tax Fund Ref Bonds 959.47 11/8/2012 Series 2012 A & B Miami -Dade Co -Florida FL Sub Special Oblig Refunding Bonds 489.99 12/3/2012 Series 201-2 California-Infrstr & Eco Dev Bank CA Clean Wtr St Revolv Fd Ref Bonds 68.94 11/29/2012 Series A of 2012 12/19/2012 Series 2012 Wisconsin Snohomish Co Pub Utility Dt #1 WI Gen Fund Annual Approp Ref Bonds 251.56 WA Electric System Revenue Ref Bonds 55.61 11/15/2012 Series 2009 A-1 Triborough Bridge & Tunnel Auth NY General Revenue Bonds 126.23 11/14/2012 Series 2012-1 Ohio OH Revenue Bonds 183.53 11/15/2012 Subseries 2008 B-2 Metropolitan Transport Auth (MTA) NY Transportation Revenue Bonds 110.22 11/15/2012 Series 2012 H Metropolitan Transport Auth (MTA) NY Transportation Revenue Bonds 350.00 11/29/2012 Series 2012 Orlando -Orange Co Expressway Au FL Refunding Revenue Bonds 201.93 1/9/2013 Series 2013 A Orlando Utilities Commission FL Utility System Revenue Ref Bonds 241.93 12/13/2012 Series 2012 C Indiana Finance Authority IN State Revolving Fund Prog Bonds 109.60 12/12/2012 Series 2012 B Miami -Dade Co Educational Facs Auth FL Revenue Bonds 25.27 12/12/2012 Series 2012 A Miami -Dade Co Educational Facs Auth FL Revenue Bonds 94.62 12/11/2012 2012 Series A New Jersey Trans Trust Fund Au NJ Transportation System Bonds 326.26 12/11/2012 2012 Series AA New Jersey Trans Trust Fund Au NJ Transportation Program Bonds 920.75 12/13/2012 2013 Series BB NYC Municipal Water Fin Auth NY Wtr&Swr Sys 2nd Gen Res Rev Bonds 440.51 12/19/2012 Series 2012 C Denver City and Co SD #1 CO General Obligation Bonds 16.00 12/19/2012 Series 2012 B Denver City and Co SD #1 CO General Obligation Bonds 428.60 12/21/2012 2012 Series A & B Connecticut CT Special Tax Oblig & Ref Bonds 627.39 12/18/2012 2012 Series G-3 Connecticut Housing Finance Auth CT Housing Mtg Finance Prog Bonds 3.70 12/18/2012 2012 Series G-2 Connecticut Housing Finance Auth CT Housing Mtg Finance Prog Bonds 6.02 12/18/2012 & 2012 Ser G Sub 1 Connecticut Housing Finance Auth CT Housing Mtg Finance Prog Bonds 54.424 1/3/2013 2013 Series D & E New York City -New York NY General Obligation Bonds 1,000.09 12/19/2012 Series 2012 Philadelphia Auth for Indus Dev PA City Svc Agreement Ref Rev Bonds 299.81 1/2/2013 Series 2013 B Orlando -Orange Co Expressway Au FL Refunding Revenue Bonds 174.32 12/20/2012 Series 2012 California Poll Control Fin Auth CA Water Furnishing Revenue Bonds 203.22 12/20/2012 Series 2012 California Poll Control Fin Auth CA Water Furnishing Revenue Bonds 530.35 1/29/2013 Series 2013 A Triborough Bridge & Tunnel Auth NY Subordinate Revenue Ref CABS 117,64 1/29/2013 Series 2013 B Triborough Bridge & Tunnel Auth NY General Revenue Refunding Bonds 257.20 43 1/29/2013 Series 2013 A Triborough Bridge & Tunnel Auth NY Subordinate Revenue Ref Bonds 536.33 1/30/2013 Series 2013 B Louisiana Stadium & Expos Dt LA Senior Revenue Refunding Bonds 40.48 1/30/2013 Series 2013 A Louisiana Stadium & Expos Dt LA Senior Revenue Refunding Bonds 270.87 2/13/2013 2013 Series C Oregon OR General Obligation Bonds 27.32 2/13/2013 2013 Series D Oregon OR General Obligation Bonds 44,03 2/13/2013 2013 Series A Oregon OR General Obligation Bonds 101.07 2/13/2013 2013 Series B Oregon OR General Obligation Bonds 130.90 1/24/2013 Series 2013 A Metropolitan Transport Auth (MTA) NY Transportation Revenue Bonds 500.00 2/7/2013 2013 Series A Jacksonville Electric Authority FL Electric System Sub Rev Bonds 59.33 2/21/2013 Series 2013 A & B Connecticut CT Revolv Fund Gen Rev & Ref Bonds 162.17 2/21/2013 2013 Gen Fund Series Kentucky Asset/Liability Comm KY Funding Notes 153.29 3/1/2013 2013 Series CC NYC Municipal Water Fin Auth NY Wtr Swr Sys 2nd Gen Res Rev Bonds 455.96 4/2/2013 2013 Series A Intermountain Power Agency UT Sub Power Supply Rev Ref Bonds 300.34 3/19/2013 13 G&Her F Sub F-1 New York City -New York NY General Obligation Bonds 872.51 3/14/2013 2013 Series AG Regents of the Univ of California CA General Revenue Bonds 501.17 3/14/2013 2013 Series AF Regents of the Univ of California CA General Revenue Bonds 805,91 3/28/2013 2013 Series B Connecticut CT General Obligation Bonds 155.43 4/2/2013 Series 2013 Washington State University WA General Revenue & Refunding Bonds 51.40 3/28/2013 Series 2013 A & B Indiana Finance Authority IN Private Activity Bonds 676.81 3/21/2013 2013 Series DD NYC Municipal Water Fin Auth NY Wtr Swr Sys 2nd Gen Res Rev Bonds 543.30 3/19/2013 Series 2013 A-2 Empire State Development Corp NY State Personal Inc Tax Rev Bonds 70.03 3/19/2013 Series 2013 A-1 Empire State Development Corp NY State Personal Inc Tax Rev Bonds 572.39 3/28/2013 2013 Series A NYC Health & Hosp Corp NY Health System Bonds 112.05 4/2/2013 Series 2013 B Metropolitan Transport Auth (MTA) NY Transportation Revenue Bonds 500.00 4/18/2013 H 13 Ser F-1, G & NYC Transitional Finance Auth NY Futured Tax Secured Sub Bonds 901.03 3/28/2013 2013 Series A-1 Connecticut CT General Obligation Bonds 30.50 3/28/2013 2013 Series A-5 Connecticut CT General Obligation Bonds 31.78 3/28/2013 2013 Series A-4 Connecticut CT General Obligation Bonds 41,10 3/28/2013 2013 Series A-3 Connecticut CT General Obligation Bonds 45.91 3/28/2013 2013 Series A-2 Connecticut CT General Obligation Bonds 95.29 4/9/2013 Series 2013 A Golden State Tobacco Sec Corp CA Enhanced Tobacco Settlement Bonds 375.11 4/30/2013 2013 Series A San Diego USD CA General Obligation Bonds 52,50 4/30/2013 2013 Series B San Diego USD CA General Obligation Bonds 60.50 5/1/2013 Series 2013 A Brownsville City -Texas TX Utility System Revenue Ref Bonds 118.19 4/23/2013 California CA GO Various Purpose Bonds 1,135.49 4/23/2013 California CA GO Various Purpose & Ref Bonds 1,494.51 4/17/2013 Series 2013-1 South Carolina St Hsg Fin Dev Au SC Homeownership Revenue Bonds 50.11 4/23/2013 Series 2013 B Denver City and Co SD #1 CO Certs of Participation Ref Bonds 536.86 4/30/2013 2013 Series A-1 San Diego USD CA General Obligation Bonds 3.00 4/30/2013 2013 Series C San Diego USD CA General Obligation Bonds 414.00 4/23/2013 Series 2013 A Appling Co Development Auth GA Pollution Control Revenue Bonds 40.53 4/23/2013 Series 2013 A Burke Co Development Authority GA Pollution Control Revenue Bonds 114.57 4/23/2013 Series 2013 A Monroe Co Development Authority GA Pollution Control Revenue Bonds 57.67 5/1/2013 2013 Series D California St Public Works Board CA Lease Revenue Bonds 59.39 5/1/2013 2013 Series E California St Public Works Board CA Lease Revenue Refunding Bonds 325.99 5/16/2013 & rC Three 2013 B Jacksonville Electric Authority FL Electric Sys Revenue & Sub Bonds 96.23 5/28/2013 2013 Series A Texas Dept of Hsg & Comm Affairs TX Single Family Mtg Rev Ref Bonds 42.50 5/30/2013 Series P (2013) Massachusetts Dev Finance Agcy MA Revenue Bonds 126.14 6/5/2013 Series 2013 Ohio University OH General Receipts Bonds 145.17 6/11/2013 2013 Series I & J New York City -New York NY General Obligation Bonds 948.76 6/6/2013 Series 2013 A Dutchess Co Local Dev Corp NY Revenue Bonds 87.09 44 6/11/2013 Series 2013 C Metropolitan Transport Auth (MTA) NY Transportation Revenue Bonds 500.00 6/19/2013 2013 Series A Jacksonville Electric Authority FL District Energy Sys Ref Rev Bonds 43.33 7/10/2013 Series 2013 Lewis Co Public Utility Dt #1 WA Revenue Refunding Bonds 88.00 6/20/2013 2013 Series I NYC Transitional Finance Auth NY Future Tax Secured Sub Bonds 800.00 6/27/2013 2013 Series EE NYC Municipal Water Fin Auth NY Wtr Swr Sys 2nd Gen Res Rev Bonds 344,34 7/18/2013 2013 Series I-B Michigan State Building Auth MI Revenue Refunding Bonds 51.71 7/18/2013 2013 Series I -A Michigan State Building Auth MI Revenue & Revenue Refunding Bonds 531.29 7/11/2013 2013 Series A-C Los Angeles City -California CA TRANs 1,324.55 7/11/2013 Ser 2013 A Sub SRF NYS Environmental Facs Corp NY Clean Wtr Drink Revolv Rev Bonds 401.09 7/30/2013 Series R Contra Costa Water Auth CA Water Revenue Refunding Bonds 91,67 7/11/2013 Series 2013 D Metropolitan Transport Auth (MTA) NY Transportation Revenue Bonds 333.79 8/6/2013 Series 2013 B Dallas City -Texas TX GO Refunding Bonds 42.62 8/6/2013 Series 2013 A Dallas City -Texas TX GO Refunding & Improvement Bonds 194.47 8/1/2013 Series 2013 B NYS Environmental Facs Corp NY State Revolving Funds Rev Bonds 166.59 8/1/2013 Series 2013 A Tarrant Co Cult Ed Fac Fin Corp TX Hospital Revenue Bonds 68.95 8/7/2013 Series 2013 A California State Univ Trustees CA Systemwide Revenue Bonds 308.86 8/2/2013 Series 2013 A & Miami -Dade Co -Florida FL Water & Sewer Sys Rev & Ref Bonds 492.67 8/1/2013 Series 2013 A District of Columbia Wtr & Swr Au DC Public Utility Lien Revenue Bonds 300,00 8/6/2013 2013 Series S-4 Bay Area Toll Authority (BATA) CA SF Bay Area Toll Bridge Rev Bonds 900.00 8/15/2013 Subseries 1 New York City -New York NY General Obligation Bonds 134.84 8/15/2013 Series A Subser A-1 New York City -New York NY General Obligation Bonds 375.00 8/8/2013 2013 Series B Jacksonville Electric Authority FL Water & Sewer System Rev Bonds 29.71 8/8/2013 2013 Series A Jacksonville Electric Authority FL Water & Sewer Sys & Sub Rev Bonds 173.93 8/8/2013 2013 First Series Kentucky Asset/Liability Comm KY Federal Highway Trust Fund Bonds 212.55 8/15/2013 Series 2013 A Georgia Priv College & Univ Auth GA Emory University Revenue Bonds 205,90 8/7/2013 2013 Series A Oregon OR Full Faith & Credit TANs 642.43 8/8/2013 Series 2013 Orange Co Transportation Auth CA Sr Lien Toll Road Rev Ref Bonds 124.42 8/15/2013 Series B & C New York City -New York NY General Obligation Bonds 372.52 9/10/2013 & D Three 2013 C Jacksonville Electric Authority FL Electric Sys & Sub Revenue Bonds 197.17 8/22/2013 A213-14 Ser Al & California CA RANs 5,500.00 8/21/2013 Series 2013 A Puerto Rico Electric Power Authority PR Power Revenue Bonds 673.15 8/29/2013 2013 Series A Sacramento City Financing Auth CA Lease Revenue Refunding Bonds 97.41 9/20/2013 Series 2013 B & D Miami -Dade Co -Florida FL Seaport Revenue & Ref Bonds 126.69 9/20/2013 Series 2013 A & C Miami -Dade Co -Florida FL Seaport Revenue & Ref Bonds 255.97 9/19/2013 2013 Series I Suffolk Co -New York NY TANs 100.00 10/1/2013 Series A & B of 2013 Pennsylvania Turnpike Commission PA Oil Franchise Tax Rev Ref Bonds 59.82 10/1/2013 Series 2013 A Austin City -Texas TX Public Improvement Ref Bonds 43.25 10/1/2013 Series 2013 B Austin City -Texas TX Public Improvement Ref Bonds 71.46 10/2/2013 2013 Series Al Regents of the Univ of California CA General Revenue Bonds 546.24 10/2/2013 2013 Series AK Regents of the Univ of California CA General Revenue Bonds 600.00 10/2/2013 2013 Series AJ Regents of the Univ of California CA General Revenue Bonds 712.32 10/16/2013 2003 Ser C, Sub C-A New York City -New York NY General Obligation Bonds 175.68 10/16/2013 2 014 Ser D-1, E & New York City -New York NY General Obligation Bonds 716.92 10/24/2013 2013 Series A Connecticut CT General Obligation Bonds 560.43 10/22/2013 Series 2013 Cook Co Comm College Dt #508 IL Unitd Tax GO Dedicated Rev Bonds 250.00 10/16/2013 Series 2013 A Oregon Dept of Transportation OR Highway User Tax Sr Ln Rev Bonds 409.78 10/24/2013 Series 2013 A NYS Dorm Authority NY State Sales Tax Revenue Bonds 959.80 11/5/2013 California CA Various Purp & Sch Facs GO Bonds 1,647.49 11/21/2013 2013 Series A Connecticut CT Special Tax Obligation Bonds 600.00 45 11/5/2013 Series 2013 A & B California CA General Obligation Bonds 450.00 11/21/2013 2013 Series EM Hawaii HI General Obligation Bonds 25.00 11/21/2013 2013 Series EN Hawaii HI General Obligation Bonds 29.80 11/21/2013 2013 Series El Hawaii HI GO Refunding Bonds 34.52 11/21/2013 Series 2013 EH - EL Hawaii HI GO & Refunding Bonds 771.55 11/19/2013 Series 2013 Maine Hlth & Hghr Ed Facs Auth ME Revenue Bonds 55,41 11/21/2013 2013 Series 0 Oregon OR General Obligation Bonds 8.17 11/21/2013 2013 Series N Oregon OR General Obligation Bonds 106.94 11/21/2013 2014 Series BB NYC Municipal Water Fin Auth NY Wtr & Swr Sys 2nd Gen Res Bonds 397.09 12/12/2013 Series 2013 B NY Tobacco Settlement Fin Corp NY Asset -Backed Revenue Bonds 565.66 12/12/2013 Series 2013 A NY Tobacco Settlement Fin Corp NY Asset -Backed Revenue Bonds 660.09 12/20/2013 Series 2013 B Kentucky Pub Trans Infras Auth KY Subordinate Toll Revenue BANs 26.16 12/20/2013 Series 2013 B Kentucky Pub Trans Infras Auth KY First Tier Toll Revenue Bonds 27.48 12/20/2013 Series 2013 C Kentucky Pub Trans Infras Auth KY First Tier Toll Revenue Bonds 73.33 12/20/2013 Series 2013 A Kentucky Pub Trans Infras Auth KY First Tier Toll Revenue Bonds 174.87 12/20/2013 Series 2013 A Kentucky Pub Trans Infras Auth KY Subordinate Toll Revenue BANs 426.05 12/18/2013 Series 2013 A NYS Thruway Authority NY Gen Rev Jr Indebtendess Oblig 1,600.00 12/19/2013 2014 Series G & H New York City -New York NY General Obligation Bonds 800.05 12/19/2013 Series 2013 0-1 Triborough Bridge & Tunnel Auth NY Subordinate Revenue Ref Bonds 165.51 12/19/2013 &eBrles 2013 D-2A Triborough Bridge & Tunnel Auth NY Subordinate Revenue Ref Bonds 148.47 1/28/2014 2014 Series A Idaho Housing & Fin Assoc ID Grant & Rev Anticipation Bonds 75.15 2/5/2014 Series Three & 2014A Jacksonville Electric Authority FL Electric System & Sub Rev Bonds 287.92 2/4/2014 2001 Ser B, Sub B-3 NYC Transitional Finance Auth NY Future Tax Secured Sub Bonds 41.14 2/4/2014 2014 Subser B-1 &C NYC Transitional Finance Auth NY Future Tax Secured Sub&Ref Bonds 855.00 2/6/2014 Series J NYS Thruway Authority NY General Revenue Bonds 677.46 2/6/2014 2 14 Ser CC 1 & NYC Municipal Water Fin Auth NY Wtr Swr Sys 2nd Gen Res Rev Bonds 351.24 2/6/2014 Series 2014 A Triborough Bridge & Tunnel Auth NY General Revenue Bonds 250.00 2/28/2014 Series 2014 Tarrant Co Cult Ed Fac Fin Corp TX Hospital Revenue Bonds 164.64 2/28/2014 Series 2014 A- 1 &2 Metropolitan Transport Auth (MTA) NY Transportation Rev & Ref Bonds 400.00 3/26/2014 Series 2014 A Jacksonville Electric Authority FL Bulk Power Supply Sys Rev Bonds 72,46 3/25/2014 2014 Ser I Sub 1-1 New York City -New York NY General Obligation Bonds 650.00 3/17/2014 2014 Series A Puerto Rico PR General Obligation Bonds 3,500.00 3/27/2014 California CA GO Various Purpose & Ref Bonds 1,807.46 3/24/2014 Series 2014 A Chicago City -Illinois IL GO Project & Refunding Bonds 432.63 3/24/2014 Series 2014 B Chicago City -Illinois IL GO Project & Refunding Bonds 450.79 4/1/2014 Series 2014 C Houston City -Texas TX First Lien Revenue Ref Bonds 692.89 3/21/2014 Series 2014 B NYS Dorm Authority NY State Personal Inc Tax Rev Bonds 26.59 3/21/2014 Series 2014 A NYS Dorm Authority NY State Personal Inc Tax Rev Bonds 785.56 4/2/2014 2014 Series A San Bernardino Co Trans Auth CA Sales Tax Revenue Bonds 110.14 4/3/2014 2014 Series DID NYC Municipal Water Fin Auth NY Wtr Swr Sys 2nd Gen Res Rev Bonds 547.85 4/1/2014 Series A of 2014 Pennsylvania Turnpike Commission PA Turnpike Revenue Bonds 236.12 4/22/2014 2014 Series A University of Connecticut CT GO Refunding Bonds 92.94 4/22/2014 2014 Series A University of Connecticut CT General Obligation Bonds 109.05 4/24/2014 Series 2014 B Energy Northwest WA Electric Revenue & Ref Bonds 90.52 5/14/2014 Series 2014 A Energy Northwest WA Revenue & Ref Bonds 543.71 4/29/2014 2014 Ser D Sub D-1 NYC Transitional Finance Auth NY Future Tax Secured Sub Bonds 650.00 4/17/2014 Series 2014 B Metropolitan Transport Auth (MTA) NY Transportation Revenue Bonds 500.00 5/1/2014 2014 Series B-1 NYC Housing Dev Corp NY Multi -Family Housing Rev Bonds 100,00 5/15/2014 Series 2014 A Texas Public Finance Auth (TPFA) TX Unemploy Comp Oblig Assess Bonds 212.15 5/15/2014 Series 2014 B Texas Public Finance Auth (TPFA) TX Unemploy Comp Oblig Assess Bonds 497.64 46 5/20/2014 Series 2014 B Maine Hlth & Hghr Ed Facs Auth ME Revenue Bonds 4,67 5/20/2014 Series 2014 A Maine Hlth & Hghr Ed Facs Auth ME Revenue Bonds 66.76 5/14/2014 Series 2014 C Missouri Hlth & Ed Facs Authority MO Health Facilities Revenue Bonds 50.00 5/22/2014 Series 2014 A Metro Washington Airports Auth DC Dulles Toll Road Rev Ref Bonds 421.76 5/29/2014 Issue Three Ser 7 Jacksonville Electric Authority FL Revenue Bonds 88.79 6/19/2014 Series T Contra Costa Water Dt CA Water Revenue Refunding Bonds 99.41 6/3/2014 Series 2014 D Oregon OR General Obligation Bonds 4.55 6/3/2014 Series 2014 C Oregon OR General Obligation Bonds 63.89 6/11/2014 Series 2014 A Harris Co Cult Ed Facs Fin Corp TX Hospital Revenue Bonds 145.01 6/12/2014 Series 2014 C Long Beach City -California CA Harbor Revenue Short -Term Notes 325.00 7/2/2014 Series 2014 B NYS Environmental Facs Corp NY State Revolving Funds Rev Bonds 213,64 7/8/2014 Issue 3 Series Eight 6/26/2014 2014 Series D-1 Jacksonville Electric Authority Connecticut FL Revenue Bonds 63.93 CT General Obligation Bonds 5.38 6/26/2014 2014 Series D-5 Connecticut CT General Obligation Bonds 23.12 6/26/2014 2014 Series D-2 Connecticut CT General Obligation Bonds 43.60 6/26/2014 2014 Series D-4 Connecticut CT General Obligation Bonds 49.84 6/26/2014 2014 Series D-3 Connecticut CT General Obligation Bonds 78.06 6/26/2014 2014 Series D Los Angeles USD CA GO Refunding Bonds 153.39 6/26/2014 2014 Series A Los Angeles USD CA GO Refunding Bonds 196.85 6/26/2014 2014 Series B Los Angeles USD CA GO Refunding Bonds 323,17 6/26/2014 2014 Series C Los Angeles USD CA GO Refunding Bonds 948.80 7/1/2014 2014 Series B Nebraska Public Power Dt NE General Revenue Bonds 24.42 7/1/2014 2014 Series A Nebraska Public Power Dt NE General Revenue Bonds 195.18 6/23/2014 2014 Series J & K New York City -New York NY General Obligation Bonds 1,018,04 7/9/2014 Series 2014 A & B SC Pub Svc Au (Santee Cooper) SC Revenue Bonds 642.28 7/2/2014 2014 Series A Oregon OR Full Faith and Credit TANs 590.18 6/26/2014 Series 2014 C Metropolitan Transport Auth (MTA) NY Transportation Revenue Bonds 500.00 6/26/2014 Series 2006 A Beaver Co Industrial Dev Auth PA Pollution Control Rev Ref Bonds 56.60 6/26/2014 Series 2006 B Beaver Co Industrial Dev Auth PA Pollution Control Rev Ref Bonds 163,97 7/9/2014 Series 2014 A Oregon Dept of Transportation OR Hwy User Tax Rev Sr Ln Ref Bonds 194.53 7/15/2014 2014 Series A Jacksonville Electric Authority FL Water & Sewer System Rev Bonds 300.20 7/23/2014 Series 2014 Turlock Irrigation Dt CA First Priority Sub Rev Ref Bonds 36.93 7/23/2014 2014 Series A Walnut Energy Center Authority CA Revenue Refunding Bonds 111.94 8/20/2014 2014 Series B Louisiana LA Gasoline & Fuels Tax Ref Bonds 239.91 7/24/2014 Series 2014 A Maine Hlth & Hghr Ed Facs Auth ME Revenue Bonds 43.19 8/5/2014 2014 Series F-1 Bay Area Toll Authority (BATA) CA Revenue Bonds 200.00 8/5/2014 2014 Series A - C Bay Area Toll Authority (BATA) CA Revenue Bonds 1,201.64 8/1/2014 2015 Ser A Sub A-1 NYC Transitional Finance Auth NY Future Tax Secured Sub Bonds 675.00 8/26/2014 BB 4 Series AA & Omaha Public Power Dt (OPPD) NE Electric System Sub Rev Bonds 204.75 8/7/2014 2014-15 Series A San Diego USD CA TRANs 160.00 8/21/2014 Series 2014 C Energy Northwest WA Electric Revenue Refunding Bonds 269.42 9/4/2014 2015 15 Series A & New York City -New York NY General Obligation Bonds 980.00 9/1/2014 Series 2014 Austin City -Texas TX Public Prop Fin Contractual Oblig 14.10 9/1/2014 Series 2014 Austin City -Texas TX Certificates of Obligation 35.49 9/1/2014 Series 2014 Austin City -Texas TX Public Improvement Bonds 89.92 9/24/2014 Series 2014 B San Francisco City & Co Airport Comm CA Second Series Revenue Bonds 97.29 9/24/2014 Series 2014 A San Francisco City & Co Airport Comm CA Second Series Revenue Bonds 376.32 9/24/2014 Series DD NYC Municipal Water Fin Auth NY Water & Sewer System Rev Bonds 300.00 10/7/2014 California CA General Obligation Bonds 200.00 10/7/2014 California CA GO Various Purpose Bonds 300.00 10/7/2014 California CA GO Various Purpose & Ref Bonds 1,869,64 10/7/2014 Series 2014 A Missouri Jt Muni Elec Util Comm MO Power Project Revenue Ref Bonds 155.73 47 11/1/2014 Series 2014 San Antonio City -Texas TX Elec & Gas Sys Jr Lien Ref Bonds 262.53 9/30/2014 Series 2014 Texas Public Finance Auth (TPFA) TX Revenue Bonds 500.00 10/30/2014 Series AS California Dept of Wtr Resources CA Water System Revenue Bonds 645,80 10/8/2014 Series 2014-A California Municipal Fin Auth CA Revenue Refunding Bonds 109.35 10/16/2014 2014 Series A & B Connecticut CT Spcl Tax Oblig & Ref Trans Bonds 731.55 10/28/2014 2014 Series E California St Public Works Board CA Lease Revenue Bonds 30.19 10/28/2014 2014 Series E California St Public Works Board CA Lease Revenue Bonds 46,57 10/28/2014 2014 Series F California St Public Works Board CA Lease Revenue Refunding Bonds 64.59 10/28/2014 2014 Series D California St Public Works Board CA Lease Revenue Bonds 108.19 10/23/2014 Series 2014 B NYS Dorm Authority NY State Sales Tax Revenue Bonds 15.29 10/23/2014 Series 2014 A NYS Dorm Authority NY State Sales Tax Revenue Bonds 1,044.08 10/28/2014 Series B of 2014 Pennsylvania Turnpike Commission PA Turnpike Subordinate Rev Bonds 201.40 10/28/2014 Series 2014 D SC Pub Svc Au (Santee Cooper) SC Revenue Ref Obligations Bonds 31.80 10/28/2014 Series 2014 C SC Pub Svc Au (Santee Cooper) 11/6/2014 Series 2014 D Washington Health Care Facs Au SC Refunding Rev Obligations Bonds 704.53 WA Revenue Bonds 178.77 11/4/2014 Ser 2014 Subser Metropolitan Transport Auth (MTA) NY Transportation Revenue Bonds 165,00 11/4/2014 pet 2014 Subser Metropolitan Transport Auth (MTA) NY Transportation Revenue Bonds 335.00 12/4/2014 2014 Series C Nebraska Public Power Dt 11/20/2014 Series 2014 New Orleans City -Louisiana NE General Revenue Bonds 162.89 LA Drainage System Refunding Bonds 14.90 11/20/2014 2014 Series A Los Angeles Dept of Wtr & Power CA Water System Revenue Bonds 271.00 11/13/2014 2015 Ser B Subser B1 NYC Transitional Finance Auth NY Future Tax Secured Sub Bonds 700.00 11/14/2014 Series 2014 Ohio University OH General Reciepts Revenue Bonds 250.00 12/10/2014 Series 2014 A Missouri Jt Muni Elec Util Comm MO Power Proj Revenue Ref Bonds 192.61 11/25/2014 2014 Series ER Hawaii HI GO Refunding Bonds 5.88 11/25/2014 Ser EQ-ES of 2014 Hawaii HI GO & Refunding Bonds 218.88 11/25/2014 Ser EO & EP of 2014 Hawaii HI GO & Refunding Bonds 784.02 12/16/2014 Series 2014 A-2 South Carolina St Hsg Fin Dev Au SC Mortgage Revenue Bonds 27.12 12/16/2014 Series 2014 A-1 South Carolina St Hsg Fin Dev Au SC Mortgage Revenue Bonds 60.00 11/20/2014 2015 Series EE NYC Municipal Water Fin Auth NY Wtr Swr Sys 2nd Gen Res Rev Bonds 392.11 12/11/2014 Series 2014 A Dallas Area Rapid Transit Auth TX Sr Lien Sales Tax Rev Ref Bonds 379.48 12/18/2014 Series 2014 Illinois Finance Authority IL Revenue Refunding Bonds 304.77 12/16/2014 Series 2014 B Long Island Power Authority NY Electric System General Rev Bonds 164.95 12/16/2014 Series 2014 A Long Island Power Authority 12/18/2014 2014 Series S-5 Bay Area Toll Authority (BATA) NY Electric Sys Gen Revenue Bonds 413.07 CA Subordinate Toll Bridge Rev Bonds 25.00 12/18/2014 2014 Series F-2 Bay Area Toll Authority (BATA) CA Toll Bridge Revenue Bonds 80.34 12/18/2014 2014 Series G & H Bay Area Toll Authority (BATA) CA Toll Bridge Revenue Bonds 143.70 12/18/2014 2014 Series S-6 Bay Area Toll Authority (BATA) CA Subordinate Toll Bridge Rev Bonds 275.00 12/18/2014 2014 Series D & E Bay Area Toll Authority (BATA) CA Toll Bridge Revenue Bonds 287.41 12/23/2014 Series 2014 B & California Statewide CDA (CSCDA) CA Revenue Bonds 135.73 12/23/2014 Series 2014 A California Statewide CDA (CSCDA) CA Revenue Bonds 547.58 12/22/2014 Series 2014 Dallas City -Texas TX GO Refunding & Improvement Bonds 529.37 1/8/2015 Series G 1/8/2015 Series A Los Angeles Comm College Dt Los Angeles Comm College Dt CA General Obligation Bonds 300,00 CA GO & Refunding Bonds 1,495.58 1/15/2015 Series 4 of 2014 Wisconsin WI GO Refunding Bonds 257.42 12/19/2014 2014 Series A & B Gainesville City -Florida FL Utility System Revenue Bonds 68,95 1/7/2015 2015 Series A & B Omaha Public Power Dt (OPPD) NE Electric System Revenue Bonds 353.06 1/6/2015 2014 Series A-D Greater Chicago Metro Wtr Rec Dt IL GO Capital imp & Ref Bonds 295.81 1/7/2015 Series 2014 Maine Hlth & Hghr Ed Facs Auth ME Revenue Bonds 85.11 12/30/2014 Series 2014 F NYS Dorm Authority NY State Personal Inc Tax Rev Bonds 26.10 48 12/30/2014 Series 2014 G NYS Dorm Authority NY State Personal Inc Tax Rev Bonds 55.83 12/30/2014 Series 2014 E NYS Dorm Authority NY State Personal Inc Tax Rev Bonds 468,29 Total $ 160,581.81 49 Appendix I. Florida Underwriting Experience Dated Date 8/9/2005 Series 2005 Series A Lead -Manager Role Issuer Lee Memorial Health System Issue Description Par ($mm) Hospital Rev Ref Bonds $ 62.03 11/16/2005 2005 Series B Gainesville City -Florida Utilities System Revenue Bonds 61.59 11/16/2005 2005 Series A Gainesville City -Florida Utilities System Rev Bonds 196.95 1/15/2006 2004 Series C Florida State BOE Public Education Cap Outlay Bonds 300.14 1/25/2006 Series 2006 Al & Orange Co Health Facs Auth A2 Hospital Revenue Bonds 106,80 5/10/2006 Series 2006 C Miami -Dade Co School Board Certificates of Participation 53.67 Series 2006 A Broward Co Housing Finance Auth Multi -Family Housing Rev Bonds 23.00 Series 2006 A Broward Co Housing Finance Auth Multi -Family Housing Rev Bonds 44,00 6/29/2006 2006 Series I Florida Housing Finance Corp Multi -Family Housing Rev Bonds 30,00 7/26/2006 Series 2006 Miami -Dade Co SD TANs 80.00 7/20/2006 Series 2006 B Florida Hurricane Catastrophe Fin Extendible Floating Rate Notes 2,800.00 8/17/2006 Series 2006 Lakeland City -Florida Energy System Rev & Ref Bonds 44.87 11/14/2006 Series 2006 B Hillsborough Co -Florida Solid Waste & Res Rec Rev Bonds 40.36 11/14/2006 Series 2006 A Hillsborough Co -Florida Solid Waste & Res Rec Rev Bonds 116.99 12/20/2006 Series 2006 A & B Palm Beach Co Health Facs Auth Retirement Comm Rev Ref Bonds 43.83 2/26/2007 Series 2007 A Florida Citizens Prop Ins Corp High -Risk Account Sr Secured Ref 1,062.54 2/1/2007 Series 2007 A Florida Dept of Environ Protect Forever Revenue Bonds 142.35 5/3/2007 Series 2007 A & B Putnam Co Development Authority Pollution Control Rev Ref Bonds 125.25 5/15/2007 Series 2007 Jacksonville Economic Dev Comm Industrial Development Rev Bonds 23.00 7/3/2007 Series 2007 Florida Citizens Prop Ins Corp Pers Lines/Comm Lines Sr Sec Bds 950.00 8/16/2007 Series 2007 B Mid Bay Bridge Authority Revenue Bonds 23.67 8/16/2007 Series 2007 A Mid Bay Bridge Authority Revenue Bonds 25.53 8/22/2007 Series 2007 Tallahassee City -Florida Energy System Revenue Bonds 203.23 10/15/2007 Series 2007 A Florida Hurricane Catastrophe Fin Floating Rate Notes 3,500.00 10/23/2007 Series 2007 Manatee Co SD TANs 30.00 2/1/2008 2007 Series C Florida State BOE Public Ed Capital Outlay Bonds 300.00 2/13/2008 2008 Series A Gainesville City -Florida Utility System Revenue Bonds 105.00 3/13/2008 Series 2008 B Orlando City -Florida Sub Tourist Dev Tax Rev Bonds 3337 3/13/2008 Series 2008 C Orlando City -Florida Sub Tourist Dev Tax Revenue Bonds 87.27 4/21/2008 Series 2008 A Mid Bay Bridge Authority Revenue Refunding Bonds 34.90 5/15/2008 Series 2008 A Orange Co Health Facs Auth Hospital Revenue Bonds 48,38 5/15/2008 Series 2008 B Orange Co Health Facs Auth Hospital Revenue Bonds 106.30 5/28/2008 Series 2008 B Miami -Dade Co School Board Certificates of Participation 538.31 7/31/2008 Series 2008 A Florida Hurricane Catastrophe Fin Revenue Bonds 625.00 3/5/2009 2009 Series A&B Jacksonville Electric Authority Water & Sewer System Rev Bonds .128.65 3/19/2009 Series 2008 B-1 Miami -Dade Co -Florida General Obligation Bonds 203.80 5/7/2009 Series 2009 A-2 Florida Citizens Prop Ins Corp High -Risk Senior Secured Bonds 625.00 5/7/2009 Series 2009 A-1 Florida Citizens Prop Ins Corp High -Risk Senior Secured Bonds 1,021.00 5/14/2009 Series 2009 A Orlando Utilities Commission Utility System Revenue Bonds 100.00 10/29/2009 Series 2009 South Broward Hospital Dt Hospital Revenue Bonds 150,00 10/21/2009 Series 2009 Lakeland City -Florida Energy System Refunding Bonds 199.23 12/15/2009 Series 2009 B Miami -Dade Co School Board Certificates of Participation 104.00 12/16/2009 Series 2009 Orange Co Health Facs Auth Hospital Revenue Bonds 241.14 1/28/2010 Series 2010 A Orlando Utilities Commission Utility System Revenue Bonds 200.00 4/6/2010 Series 2010 A-3 Florida Citizens Prop Ins Corp High -Risk Acct Sr Secured Bonds 350.00 4/6/2010 Series 2010 A-2 Florida Citizens Prop Ins Corp High -Risk Acct Sr Secured Bonds 500.00 4/6/2010 Series 2010 A-1 Florida Citizens Prop Ins Corp High -Risk Acct Sr Secured Bonds 1,550.00 9/30/2010 Series 2010 B Lakeland City -Florida Capital Imp Revenue & Ref Bonds 10.14 50 9/30/2010 Series 2010 C Lakeland City -Florida Capital Improvement Revenue Bonds 9/30/2010 Series 2010 A Lakeland City -Florida Capital Imp Revenue & Ref Bonds 10/21/2010 2010 Series E Jacksonville Electric Authority Electric System Sub Revenue Bonds 10/21/2010 Ser 3 2010 E & D Jacksonville Electric Authority Electric Sys Rev & Sub Rev Bonds 21.12 48.49 13.77 79,83 10/20/2010 Series 2010 Lakeland City -Florida Energy System Revenue & Ref Bonds 199.30 11/12/2010 Series 2010 C Tallahassee City -Florida Electric System Revenue Bonds 35.49 11/12/2010 Series 2010 B Tallahassee City -Florida Electric System Revenue Bonds 122.28 11/23/2010 2010 Series A Gainesville City -Florida Utilities System Revenue Bonds 12.93 11/23/2010 2010 Series C Gainesville City -Florida Utilities System Revenue Bonds 16.37 11/23/2010 2010 Series B Gainesville City -Florida Utilities System Revenue Bonds 132.45 2/10/2011 Series 2011 A & B Mid Bay Bridge Authority Springing Lien Revenue Ref Bonds 154.68 7/14/2011 Series 2011 A-2 Florida Citizens Prop Ins Corp Coastal Account Sr Secured Bonds 105,00 7/14/2011 Series 2011 A-3 Florida Citizens Prop Ins Corp Coastal Account Sr Secured Bonds 150.00 7/14/2011 Series 2011 A-1 Florida Citizens Prop Ins Corp Coastal Account Sr Secured Bonds 645.00 9/28/2011 Series 2011 Miami -Dade Co -Florida Public Svc Tax Revenue Ref Bonds 86.89 2/23/2012 2012 Series A Jacksonville Electric Authority Water & Sewer Sys Rev & Sub Bonds 354.88 3/29/2012 Series 2012 A & B Jacksonville City -Florida Transportation Ref Rev Bonds 209.39 3/29/2012 Series 2012 Jacksonville City -Florida Jacksonville Sales Tax Ref Rev Bd 280.05 6/28/2012 Series 2012 Palm Beach Co -Florida Public Improvement Rev Ref Bonds 147.00 6/21/2012 Series 2012 A-2 Florida Citizens Prop Ins Corp Senior Secured Bonds 200.00 6/21/2012 Series 2012 A-1 Florida Citizens Prop Ins Corp Senior Secured Bonds 1,100.00 6/21/2012 Series 2012 A-3 Florida Citizens Prop Ins Corp Senior Secured Bonds 200.00 8/30/2012 Series 2012 A Jacksonville City -Florida Better Jacksonville Ref Rev Bonds 114.89 9/13/2012 Series 2012 Lakeland City -Florida Var Rate Energy System Ref Bonds 100.00 12/13/2012 Series 2012 E Jacksonville City -Florida Special Revenue Refunding Bonds 34.34 12/13/2012 Series 2012 C & D Jacksonville City -Florida Special Revenue Refunding Bonds 195.82 2/20/2013 Ser Three 2013 A & Jacksonville Electric Authority B Electric Sys & Sub Revenue Bonds 203.26 4/23/2013 Series 2013 A Florida Hurricane Catastrophe Fin Revenue Bonds 2,000.00 3/28/2014 Series 2014 Miami -Dade Co -Florida Aviation Revenue Refunding Bonds 328.13 10/1/2014 Series 2014 A Palm Beach Co -Florida Public Improvement Rev Ref Bonds 72.45 11/19/2014 Series 2014 Jacksonville City -Florida Special Revenue & Refunding Bonds 100.16 3/19/2015 Series Three 2015 A Jacksonville Electric Authority Electric System Revenue Bonds 83,33 5/14/2015 2015 Series D Florida State BOE Pub Educ Capital Outlay Ref Bonds 258.27 5/20/2015 Series 2015 Lakeland City -Florida Capital Improvement Bonds 51.47 6/3/2015 Series 2015 B Mid Bay Bridge Authority 1st Senior Lien Revenue Bonds 24.50 6/3/2015 Series 2015 A & C Mid Bay Bridge Authority 1st & 2nd Lien Revenue Bonds 260.54 12/9/2015 Series 2015 D Palm Beach Co -Florida Public Improvement Rev Bonds 56.65 12/9/2015 Series 2015 C Palm Beach Co -Florida Public Improvement Rev Bonds 65.36 Total $ 25,615,27. Dated Date Series Co -Manager Role Issuer Issue Description Par ($mm) 1/13/2005 Ser 3 05 A B & 05A Jacksonville Electric Authority Electric System Sub & Rev Bonds $ 207.91 3/24/2005 2005 Series A Jacksonville Electric Authority Water & Sewer Sys Sub Rev Bonds 277.53 9/29/2005 2005 Series A&C Jacksonville Electric Authority Wtr & Swr Sys Subord Rev Bonds 117.70 11/17/2005 Isuue Two Ser 21 Jacksonville Electric Authority Refunding Revenue Bonds 11.99 11/17/2005 Issue Two Ser 20 Jacksonville Electric Authority Refunding Revenue Bonds 96.50 11/17/2005 Issue Two Ser 21 Jacksonville Electric Authority Refunding Revenue Bonds 213.20 12/8/2005 Series 2005 Tallahassee City -Florida Energy Sys Revenue Bonds 128.92 1/26/2006 Series 2006 A Jacksonville Electric Authority Electric Sys Revenue Bonds 119.00 1/25/2006 Series 2006 B Orange Co Health Facs Auth Hospital Revenue Bonds 74.65 7/6/2006 Series 2006 A Florida Hurricane Catastrophe Fin Revenue Bonds 1,350.03 6/29/2006 Series 2006 A 1- 22 Florida Citizens Prop Ins Corp High Risk Sr Secured Rev Bonds 3,050.00 51 7/26/2006 Series 2006 B Broward Co -Florida Sports Fac Tax & Rev Ref Bonds 52.48 7/26/2006 Series 2006 A Broward Co -Florida Sports Facs Tax & Rev Ref Bonds 124.29 9/28/2006 2006 Series B Hillsborough Co Aviation Auth Airport Revenue Ref Bonds 14.16 9/28/2006 2006 Series A Hillsborough Co Aviation Auth Airport Revenue Ref Bonds 18.39 10/31/2006 2006 Series B Jacksonville Electric Authority Water and Sewer Revenue Bonds 37.76 11/15/2006 Series 2006 South Florida Water Management Dt Certificates of Participation 546.12 10/31/2006 2006 Series B Jacksonville Electric Authority Water and Sewer Revenue Bonds 38.73 2/1/2007 Issue 2, Series 22 Jacksonville Electric Authority Refunding Revenue Bonds 3,02 2/1/2007 Issue 2, Series 22 Jacksonville Electric Authority Refunding Revenue Bonds 105.34 3/8/2007 2007 Series A Jacksonville Electric Authority Water & Sewer System Rev Bonds 107,18 4/4/2007 2007 Series A Lee Memorial Health System Hospital Revenue Bonds 270.85 4/3/2007 Issue 3, Series I Jacksonville Electric Authority Revenue Bonds 150.00 4/26/2007 Series 2007 C Miami -Dade Co Educational Facs Auth Revenue & Refunding Bonds 67.63 4/26/2007 Series 2007 A & B Miami -Dade Co Educational Facs Auth Revenue & Revenue Ref Bonds 435.51 5/1/2007 2006 Series B Florida State BOE Pub Educ Capital Outlay Bonds 200.00 5/31/2007 Series 2007 B Miami -Dade Co -Florida Aviation Revenue Bonds 48.92 5/31/2007 Series 2007 A Miami -Dade Co -Florida Aviation Revenue Bonds 551.08 5/24/2007 Series 2007 C Miami -Dade Co School Board Certificates of Participation 90.83 7/26/2007 2007 Series C Jacksonville Electric Authority Water & Sewer Refunding Rev Bonds 41.61 3/13/2008 Series 2008 A Orlando City -Florida Senior Tourist Dev Tax Rev Bonds 190.25 3/25/2008 2008 Series C Jacksonville Electric Authority Electric System Sub Revenue Bonds 79.26 4/29/2008 Iss Three Ser Two Jacksonville Electric Authority St Johns River Power Sys Rev Bns 125.00 5/7/2008 2008 Series B Hillsborough Co Aviation Auth Tampa Intl Airport Revenue Bonds 16.73 5/7/2008 2008 Series A Hillsborough Co Aviation Auth Tampa Intl Aiport Revenue Bonds 133.00 5/8/2008 Series 2008 B Miami -Dade Co Educational Facs Auth Revenue Bonds 40.30 5/8/2008 Series 2008 A Miami -Dade Co Educational Facs Auth Revenue Bonds 292.78 5/7/2008 2008 Series D Hillsborough Co Aviation Auth Tampa Intl Airport Rev Ref Bonds 11.25 5/7/2008 2008 Series C Hillsborough Co Aviation Auth Tampa Intl Airport Rev Ref Bonds 34,78 6/18/2008 Series 2008 C Orange Co Health Facs Auth Hospital Revenue Bonds 80.23 6/26/2008 Series 2008 A Hillsborough Co Ind Dev Auth Industrial Development Rev Bonds 83.94 6/26/2008 Series 2008 B Miami -Dade Co -Florida Airport Aviation Revenue Bonds 166.44 6/26/2008 Series 2008 A Miami -Dade Co -Florida Airport Aviation Revenue Bonds 433.57 6/30/2008 Series 2008 A-1 Florida Citizens Prop Ins Corp Senior Secured Bonds 250.00 6/30/2008 Series 2008 A-2 Florida Citizens Prop Ins Corp Senior Secured Bonds 1,500.00 9/17/2008 Series 2008 B Florida Municipal Power Agency (FMPA) Power Supply Revenue Bonds 74,89 9/17/2008 Series 2008 A Florida Municipal Power Agency (FMPA) Power Supply Revenue Bonds 509.56 9/25/2008 Series Three 2008 E Jacksonville Electric Authority Elc Sys Subordinated Rev Bonds 72.70 11/25/2008 Series 2008 A Jacksonville Electric Authority Bulk Power Supply Sys Rev Bonds 77.95 12/19/2008 Series 2008 C Miami -Dade Co -Florida Water & Sewer Sys Rev Ref Bonds 306.85 1/28/2009 2009 Series A Jacksonville Electric Authority Elc Sys Subordinated Rev Bonds 122.59 3/11/2009 Ser Three 09A & Jacksonville Electric Authority Elc Sys Rev & Sub Rev Bonds 213.76 SerB 4/22/2009 2009 Series C Jacksonville Electric Authority Electric System Sub Revenue Bonds 65.52 4/29/2009 Iss Three Ser Three Jacksonville Electric Authority Revenue Bonds 64.31 5/7/2009 Series 2009 A & B Miami -Dade Co -Florida Aviation Revenue Bonds 600.00 6/11/2009 2009 Series D Jacksonville Electric Authority Elc Sys Subordinated Rev Bonds 50.14 6/30/2009 2009 Series A Hillsborough Co Aviation Auth Revenue Bonds 48.10 7/8/2009 Series 2009 A Broward Co -Florida Port Facilities Revenue Bonds 83.24 7/14/2009 Series 2009 B & D Miami -Dade Co -Florida Sports Facs Tax Rev Ref Bonds 10.22 7/14/2009 Series 2009 A & C Miami -Dade Co -Florida Sports Facs Tax Rev Ref Bonds 198.97 7/14/2009 Series 2009 E Miami -Dade Co -Florida Pro Sports Facilities Rev Bonds 100.00 8/27/2009 Ser 3 09 B,C & 09 E Jacksonville Electric Authority Electric System Revenue Bonds 62.12 8/15/2009 2009 Series A Florida State BOE Capital Outlay Bonds 52.92 9/24/2009 2009 Series A Gainesville City -Florida Utility System Revenue Bonds 24.19 52 9/24/2009 2009 Series B Gainesville City -Florida Utility System Revenue Bonds 9/30/2009 Series 2009 B-1 A Jacksonville City -Florida Special Revenue Bonds 9/30/2009 Series 2009 B-1 B Jacksonville City -Florida Special Revenue Bonds 11/5/2009 Series 2009 Miami City -Florida Parking Sys Rev & Rev Ref Bonds 11/5/2009 Series 2009 Miami City -Florida Parking Sys Rev & Rev Ref Bonds 12/2/2009 2009 Series G Jacksonville Electric Authority Electric System Sub Revenue Bonds 12/2/2009 Ser Three 09 D & F Jacksonville Electric Authority Electric System Sub & Rev Bonds 12/2/2009 Series 2009 Miami City -Florida Special Obligation Bonds 1/27/2010 2010 Series B Jacksonville Electric Authority Water and Sewer System Rev Bonds 1/27/2010 2010 Series C Jacksonville Electric Authority Water and Sewer System Rev Bonds 1/27/2010 2010 Series A Jacksonville Electric Authority Water and Sewer System Rev Bonds 1/28/2010 Series 2010 A Miami -Dade Co -Florida Aviation Revenue Bonds 3/4/2010 Series 2010 Miami -Dade Co -Florida GO Double -Barreled Aviation Bonds 3/11/2010 Series 2010 Miami -Dade Co -Florida Water & Sewer System Rev Bonds 4/6/2010 Series Three 2010 A Jacksonville Electric Authority Electric System Revenue Bonds 4/7/2010 Series 2010 Tampa City -Florida Health System Revenue Bonds 4/6/2010 Series 2010 A Jacksonville Electric Authority Bulk Power Supply Sys Rev Bonds 3/25/2010 Series 2010 A Orlando -Orange Co Expressway Au Revenue Bonds 5/25/2010 Series 2010 A Florida Hurricane Catastrophe Fin Revenue Bonds 6/30/2010 Series 2010 B Orlando -Orange Co Expressway Au Refunding Revenue Bonds 7/8/2010 Series 2010 C Broward Co -Florida Half -Cent SalesTax Revenue Bonds 7/8/2010 Series 2010 B Broward Co -Florida Half -Cent SalesTax Revenue Bonds 7/8/2010 Series 2010 A Broward Co -Florida Half -Cent Sales Tax Revenue Bonds 8/5/2010 2010 A&B Three Jacksonville Electric Authority B&C Elec Sys & Subordinated Rev Bonds 156.90 52.09 55.93 6.49 60.11 27.68 114.56 65.00 24,22 45.78 83.12 600,00 239.76 594.33 64.25 26.12 48.14 334.57 675.92 201.13 48.78 69.95 95.96 81.45 8/19/2010 2010 Series A & D Jacksonville Electric Authority Water & Sewer Sys & Sub Rev Bonds 220.86 7/29/2010 Series 2010 B Miami City -Florida Special Obligation Park Rev Bonds 16.83 7/29/2010 Series 2010 A Miami City -Florida Special Obligation Park Rev Bonds 84.54 8/5/2010 Series 2010 B Miami -Dade Co -Florida Aviation Revenue Bonds 503.02 9/23/2010 Series 2010 A & C Sunrise City -Florida Utility Sys Rev & Rev Ref Bonds 24.70 9/23/2010 Series 2010 B Sunrise City -Florida Utility System Revenue Bonds 93.92 10/21/2010 Ser 3 2010 D & C Jacksonville Electric Authority Electric Sys Rev & Sub Rev Bonds 200.31 11/10/2010 2010 Series G Jacksonville Electric Authority Water & Sewer System Rev Bonds 3.48 11/10/2010 2010 Series F Jacksonville Electric Authority Water and Sewer Sys Rev Bonds 45.52 11/10/2010 Series 2010 B & E Jacksonville Electric Authority Water & Sewer Sys Sub & Rev Bonds 73.76 11/10/2010 Series 2010 C Orlando -Orange Co Expressway Au Revenue Bonds 283.61 3/28/2011 Series 2011 Southern Hills Plant I Comm Dev Dt Capital improvement Revenue Bonds 12.11 4/14/2011 Series 2011 A Sunshine State Govt Fin Commiss Revenue Bonds 247,60 6/27/2011 Series 2011 A-1 & 2 River Hall Comm Dev Dt Capital Improvement Revenue Bonds 26.37 8/16/2011 Series 2011 A Tampa Bay Water Auth Utility System Ref Rev Bonds 140.65 8/16/2011 Series 2011 B Tampa Bay Water Auth Utility System Ref Rev Bonds 148.92 10/5/2011 Issue 2 Series 24 Jacksonville Electric Authority Refunding Revenue Bonds 7.94 10/5/2011 Issue 2 Ser 23 & 24 Jacksonville Electric Authority Refunding Revenue Bonds 357.48 12/22/2011 Series 2011 C Orlando Utilities Commission Utility System Revenue Ref Bonds 86.45 2/9/2012 2012 Ser A & Three Jacksonville Electric Authority Electric System Sub Rev Bonds 174.88 4/10/2012 Series 2012 Broward Co -Florida GO Refunding Bonds 101.35 4/10/2012 Series 2012 C Broward Co -Florida Wtr & Swr Utility Rev Ref Bonds 47.66 4/10/2012 Series 2012 A & B Broward Co -Florida Wtr & Swr Utility Rev & Ref Bonds 251.55 5/17/2012 Series 2012 A Florida Dept of Transportation Right -of -Way & Bridge Con Bonds 267.39 5/23/2012 Series 2012 A Orange Co Health Facs Auth Hospital Revenue Bonds 152.30 8/2/2012 2012 Series A Gainesville City -Florida Utilities System Revenue Bonds 81.86 8/7/2012 Issue Three Ser Six Jacksonville Electric Authority Revenue Bonds 121.48 8/16/2012 2012 Series B Jacksonville Electric Authority Water & Sewer Sys Sub & Rev Bonds 178,37 8/1/2012 Series 2012 Miami -Dade Co -Florida Transit Sys Sales Surtax Rev Bond 537.21 53 8/23/2012 2012 Series B Jacksonville Electric Authority Electric System Sub Rev Bonds 8/30/2012 Series Three 2012 B Jacksonville Electric Authority Electric System Revenue Bonds 8/31/2012 Issue Two Ser 25 Jacksonville Electric Authority Power Park Sys Ref Rev Bonds 8/31/2012 Issue Two Ser 25 Jacksonville Electric Authority Power Park Sys Ref Rev Bonds 9/27/2012 Series 2012 Q-2 Broward Co -Florida Airport System Revenue Bonds 109.61 140.64 3.46 81.68 105.71 9/27/2012 Series 2012 Q-1 Broward Co -Florida Airport System Revenue Bonds 515.62 11/8/2012 Series 2012 A & B Miami -Dade Co -Florida Sub Special Oblig Refunding Bonds 489.99 11/29/2012 Series 2012 Orlando -Orange Co Expressway Au Refunding Revenue Bonds 201.93 1/9/2013 Series 2013 A Orlando Utilities Commission Utility System Revenue Ref Bonds 241.93 12/12/2012 Series 2012 B Miami -Dade Co Educational Facs Auth Revenue Bonds 25.27 12/12/2012 Series 2012 A Miami -Dade Co Educational Facs Auth Revenue Bonds 94.62 1/2/2013 Series 2013 B Orlando -Orange Co Expressway Au Refunding Revenue Bonds 174.32 2/7/2013 2013 Series A Jacksonville Electric Authority Electric System Sub Rev Bonds 59.33 5/16/2013 Ser Three 2013 B & Jacksonville Electric Authority C Electric Sys Revenue & Sub Bonds 96.23 6/19/2013 2013 Series A Jacksonville Electric Authority District Energy Sys Ref Rev Bonds 43.33 8/2/2013 Series 2013 A & B Miami -Dade Co -Florida Water & Sewer Sys Rev & Ref Bonds 492.67 8/8/2013 2013 Series B Jacksonville Electric Authority Water & Sewer System Rev Bonds 29.71 8/8/2013 2013 Series A Jacksonville Electric Authority Water & Sewer Sys & Sub Rev Bonds 173.93 9/10/2013 Ser Three 2013 C & Jacksonville Electric Authority D Electric Sys & Sub Revenue Bonds 197.17 9/20/2013 Series 2013 B & D Miami -Dade Co -Florida Seaport Revenue & Ref Bonds 126.69 9/20/2013 Series 2013 A & C Miami -Dade Co -Florida Seaport Revenue & Ref Bonds 255.97 2/5/2014 Series Three & 2014A Jacksonville Electric Authority Electric System & Sub Rev Bonds 287.92 3/26/2014 Series 2014 A Jacksonville Electric Authority Bulk Power Supply Sys Rev Bonds 72.46 5/29/2014 Issue Three Ser 7 Jacksonville Electric Authority Revenue Bonds 88.79 7/8/2014 Issue 3 Series Eight Jacksonville Electric Authority Revenue Bonds 63.93 7/15/2014 2014 Series A Jacksonville Electric Authority Water & Sewer System Rev Bonds 300.20 12/19/2014 2014 Series A & B Gainesville City -Florida Utility System Revenue Bonds 68.95 5/7/2015 Series 2013-A Miami -Dade Co -Florida General Obligation Bonds 9.42 5/7/2015 Ser 2013-A & 2014- Miami -Dade Co -Florida A General Obligation Bonds 233.67 5/7/2015 Issue 2 Series 27 Jacksonville Electric Authority Refunding Revenue Bonds 7.16 5/7/2015 Issue 2 Series 26 Jacksonville Electric Authority Refunding Revenue Bonds 65,97 5/28/2015 Series 2015 Miami -Dade Co -Florida Transit Sys Sales Rev Ref Bonds 197.48 6/3/2015 Series 2015 Miami -Dade Co -Florida Water & Sewer Sys Rev Ref Bonds 481.18 7/8/2015 Series 2015 B Miami -Dade Co -Florida Aviation Revenue Refunding Bonds 38.50 7/8/2015 Series 2015 A Miami -Dade Co -Florida Aviation Rev & Ref Rev Bonds 498.34 7/9/2015 Series 2015 A Miami -Dade Co -Florida Public Facs Revenue & Ref Bonds 205.35 7/16/2015 Series Three 2015 B Jacksonville Electric Authority Electric System Revenue Bonds 9.15 7/16/2015 Series Three 2015 B Jacksonville Electric Authority Electric System Revenue Bonds 33.21 Total Dated Date Series 1/25/2006 Series 2006 B Remarketing Agent Role Issuer Florida Dept of Environ Protect $ 29,312.40 Issue Description Par ($mm) Everglades Restoration Rev Bonds $ 50.00 7/6/2006 2006 Series A Gainesville City -Florida Utilities Sys Revenue Bonds 53.31 8/17/2006 Series Al & A2 Lakeland City -Florida Energy Sys Refunding Rev Bonds 139.48 1/23/2007 Series 2007 Orlando Utilities Commission Utility Sys Revenue Bonds 120.71 Series 2007 Florida Capital Trust Agency Revenue BANs 7.82 12/14/2007 Sereis 2007 B Florida Dept of Environ Protect Everglades Restoration Rev Bonds 50.00 2/13/2008 2008 Series B Gainesville City -Florida Utility System Revenue Bonds 90.00 3/20/2008 2008 Series B Jacksonville Electric Authority Electric System Sub Revenue Bonds 104.96 3/20/2008 Ser Three 08 Cl-C4 Jacksonville Electric Authority Electric System Revenue Bonds 273,61 54 4/17/2008 Series 2008 Orlando Utilities Commission Utility System Revenue Bonds 6/18/2008 Series 2008 G Orange Co Health Facs Auth Hospital Revenue Bonds 7/30/2008 Series 2008 A & B Lakeland City -Florida Energy Sys Rev & Refunding Bonds 3/31/2009 First Series 2009 Escambia Co -Florida Solid Waste Disposal Rev Bonds 3/31/2009 Second Series 2009 Escambia Co -Florida Solid Waste Disposal Rev Bonds 10/23/2015 Series 2015 B Orlando Utilities Commission Utility System Rev Ref Bonds 200.00 35.55 200.00 65.00 65.40 115.09 Total $1,5/0,91 55 Appendix J. Comments Regarding Scope of Work 3.1. SPECIFICATIONS/SCOPE OF WORK Please note the exclusion for underwriters from the definition of municipal advisor (as defined in Section 15B of the Securities Exchange Act of 1934 (the "SEC MA Rules")) is limited to activities that are within the scope of an underwriting of a particular issuance of municipal securities. As such (absent another exemption or exclusion), if Goldman Sachs is selected and agrees to be a member of the City of Miami pool of underwriters, any underwriting services provided by Goldman Sachs would be limited to (i) situations where the City of Miami has engaged Goldman Sachs to act as underwriter for a specific issuance of the City of Miami's securities and (ii) those services deemed to be within the scope of the underwriter exclusion of the SEC MA Rules (see pgs. 165-166 of SEC Release No, 34-70462). In order to be able to provide services outside the scope of the underwriting exclusion, Goldman Sachs must be able to rely on the exemption to the MA Rules (the "IRMA exemption") for entities that are represented by an independent registered municipal advisor with respect to the same aspects upon which Goldman Sachs provides any advice with respect to municipal financial products or the issuance of municipal securities; provided, that, any such services performed in reliance on the IRMA exemption would not alter the role of Goldman Sachs as an underwriter or the arm's length nature of the relationship between the City of Miami and Goldman Sachs. Further, the City of Miami, its counsel and other advisors shall be responsible for the disclosure documents and other legal documents; provided, that, as an underwriter, Goldman Sachs will review the disclosure documents in accordance with, and as part of, its responsibilities to investors under the federal securities laws. The primary role of Goldman Sachs, as an underwriter, would be to purchase securities, for resale to investors, in an arm's-length commercial transaction between the City of Miami and Goldman Sachs and Goldman Sachs has financial and other interests that differ from those of the City of Miami. Goldman Sachs would not be acting as a municipal advisor, financial advisor or fiduciary to the City of Miami or any other person or entity in connection with the role and matters contemplated by the RFP, As noted in our proposal, nothing in Goldman Sachs's response to this RFP is an expressed nor an implied commitment by Goldman Sachs to purchase or place any securities, provide credit or liquidity or to act in any capacity contemplated by this RFP. Any such commitment to perform the services contemplated by this RFP shall only be set forth in a separate agreement. For information regarding the role of an underwriter, please see the disclaimer on the Table of Contents page. 56 Appendix K. Comments Regarding Indemnification The Terms and Conditions set forth in the RFQ contains many provisions that are not customary for and/or applicable to the type of services contemplated by the RFQ. By way of example, it is customary for Goldman Sachs to receive indemnification in connection with providing the type of services contemplated by the RFQ, and Goldman Sachs does not (as a matter of firm policy) provide indemnification of the type found in Section 1.42 of this RFQ. For the sake of clarity, nothing in Goldman Sachs' response is a commitment to provide act in any role in connection with the services contemplated by the RFQ or an agreement to be bound by the terms and conditions contained in the RFQ. Any such commitment to perform services contemplated by the RFQ shall only be set forth in a separate agreement. If selected by the City to perform the services contemplated by the RFQ, Goldman Sachs reserves the right to negotiate the terms of the Contract which would contain customary terms and conditions mutually agreed upon by Goldman Sachs and the City. 57 Appendix L. Proof of Insurance Insurance Requirements Comments: P30 — Change insurer rating from "A" to "A-" P30 — Delete "Certificates will indicate no modification...to the certificate holder." 58 �1 as ,� o CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYW) 12/09/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Services Northeast, Inc. New York NY Office 199 Water Street New York NY 10038-3551 USA CONTACT PHON: (A/cc.. No, Ext): (866) 283-7122 FAX No,): (800) 363-0105 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURED Goldman Sachs & Co. 200 West street New York NY 10282 USA INSURER A: Great Northern Insurance Co, 20303 INSURERS: Illinois National Insurance Co 23817 INSURER C: New Hampshire Ins Co 23841 INSURERD: Federal Insurance Company 20281 INSURERE: National. Union Fire Ins Co of Pittsburgh 19445 INSURER F: COVERAGES CERTIFICATE NUMBER: 570060360312 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF ((MMIDDIYYYYIl POLICY EXP MM/OD/YYYY) LIMITS D X COMMERCIAL GENERAL LIABILITY 35181935 SIR applies per policy terms 07/01/2015 & conditions 07/01/2016 EACH OCCURRENCE $1,000,000 DAMAGE to ReN I L) PREMISES (Ea occurrence) $1,000,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $25 , 000 PERSONAL& ADV INJURY $3,000,000 GENERALAGGREGATE $3 , 000, 000 GEN'LAGGREGATE POLICY OTHER: LIMIT APPLIES PER: PRO-FX1 LOC PRODUCTS-COMP/OPAGG $2,000,000 Total Aggregate Limit $2 5 , 000, 000 A AUTOMOBILE X X LIABILITY ANYAUTO X SCHEDULED (15)7316-82-54 07/01/2015 07/01/2016 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 BODILY INJURY ( Per person). BODILY INJURY (Per accident) PROPERTY DAMAGE (per accident) E X UMBRELLALIAB EXCESSLIAB X OCCUR CLAIMS -MADE 047721430 SIR applies per policy terms 07/01/2015 & Conditions 07/01/2016 EACH OCCURRENCE $5,000,000 AGGREGATE $5,000,000 DED X RETENTION C C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? I N 1 (Mandatory In NH) under describeIf DESCRIPTION Ifye% IOe OPERATIONS below N/A WCO24213492 WC-AOS WCO24213495 WC -CA SIR appl perpoliterms pp p cy 07/01/2015 07/01/2015 & conditions 07/01/2016 07/01/2016 x PER STATUTE OTH- ER EL. EACH ACCIDENT $1,000,000 E,L, DISEASE -EA EMPLOYEE $1,000,000 E.L. DISEASE -POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Evidence of coverage. CERTIFICATE HOLDER Goldman Sachs Group, Inc 200 West Street New York NY 10282 USA CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2014/01) ©1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Holder Identifier : 570060360312 Certificate No .etCORo® AGENCY CUSTOMER ID: 570000007400 LOC #: ADDITIONAL REMARKS SCHEDULE. Page_ of _ AGENCY Aon Risk Services Northeast, Inc. NAMED INSURED Goldman Sachs & Co. POLICY NUMBER See certificate Number: 570060360312 CARRIER see Certificate Number: 570060360312 NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance INSURER(S) AFFORDING COVERAGE NAIC # INSURER INSURER INSURER INSURER ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits. INSR LTR TYPE OF INSURANCE ADDL JNSD SUBR WVD POLICY NUMBER POLICY EFFECTIVE DATE (MM/DD/YYYY) POLICY EX T DATE (MM/DD/YYYY) LIMITS WORKERS COMPENSATION B N/A wc024213493 WC -FL SIR applies per policy terms 07/01/2015 & conditions 07/01/2016 C N/A wc021361686 WC -MA ND OH WA WI WY SIR applies per policy terms 07/01/2015 & conditions 07/01/2016 C N/A wc024213494 WC - NY SIR applies per policy terms 07/01/2015 & conditions 07/01/2016 ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD ©2008 ACORD CORPORATION. All rights reserved. Appendix M. Comments Regarding Professional Services Agreement Professional Services Agreement Page 5 7. AUDIT AND INSPECTION RIGHTS AND RECORDS RETENTION: For the sake of clarity, records include books, documents, account procedures and practices (other than privileged communications and emails), directly pertinent to the underwriting services performed by the firm in connection with the Project (as contemplated by this RFQ) and contained in the firm's ordinary course books and records archiving for the type of transaction contemplated by this RFQ. This does not require the firm to create or maintain any record that the firm does not maintain in the ordinary course of business or pursuant to a provision of law. Page 17 26. NO CONFLICT OF INTEREST: We do not have the ability to definitively comment on all of the City's full-time employees or family members, given that we do not know the identities of such individuals. To the knowledge of the Team (as defined below), no officer of Goldman, Sachs & Co. is also a member of any board, commission, or agency of the City, Additionally, the Team is not aware of any family members of any member of any board, commission, or agency of the City (who has identified themselves to us as such) that is currently an officer of Goldman, Sachs & Co. For purposes of this response, the "Team" refers to those individuals referenced in this response The 'Professional Services Agreement' attached to the RFQ contains many provisions that are not customary for and/or applicable to the type of services contemplated by the RFQ and the role of an underwriter. For the sake of clarity, nothing in Goldman Sachs' response is a commitment to provide act in any role in connection with the services contemplated by the RFQ. Any such commitment to perform the services contemplated by the RFQ shall only be set forth in a separate agreement. If selected by the City to perform the services contemplated by the RFQ, Goldman Sachs reserves the right to negotiate the terms of any resulting agreement (including, without limitation, any purchase agreement) which would contain customary terms and conditions mutually agreed upon by Goldman Sachs and the City. 59 RESPONSE TO: CITY OF MIAMI, FLORIDA Request for Qualifications for Municipal Bond Underwriting Services RFQ Number: 521381 Primary Contact: Estrada Hinojosa & Company, Inc. Lourdes Reyes Abadin Executive Vice President Abadin@ehmuni.com 2937 SW 27Lh Avenue, Suite 200B Miami, FL 33133 Telephone: 305.507.0100 Fax: 305.648.1002 Mobile: 305.812.4345 Federal Employer Identification Number: 75-2154287 www.ehmuni.com 12116/2015 ESTRADA• HI NOJOSA INVESTMENT E1ANKERS Austin • Chicago • Dallas • Houston • Miami • New York • San Antonio • San Diego Certification Statement Please quote on this form, if applicable, net prices for the item(s) listed. Return signed original and retain a copy for your files. Prices should include all costs, including transportation to destination. The City reserves the right to accept or reject all or any part of this submission. Prices should be firm for a minimum of 180 days following the time set for closing of the submissions. In the event of errors in extension of totals, the unit prices shall govern in determining the quoted prices. We (I) certify that we have read your solicitation, completed the necessary documents, and propose to furnish and deliver, F.O.B. DESTINATION, the items or services specified herein. The undersigned hereby certifies that neither the contractual party nor any of its principal owners or personnel have been convicted of any of the violations, or debarred or suspended as set in section 18-107 or Ordinance No. 12271. All exceptions to this submission have been documented in the section below (refer to paragraph and section). EXCEPTIONS: We (I) certify that any and all information contained in this submission is true; and we (I) further certify that this submission is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a submission for the same materials, supplies, equipment, or service, and is in all respects fair and without collusion or fraud. We (1) agree to abide by all terms and conditions of this solicitation and certify that I am authorized to sign this submission for the submitter. Please print the following and sign your name: SUPPLIER NAME' Estrada Hinojosa & Company, Inc. ADDRESS' 1717 Main Street, Suite 4700, Dallas, TX 75201 PHONE: (214) 658-1670 FAX. (214) 658-1671 EMAIL: Rae@ehmuni.com BEEPER: N/A SIGNED BY: Robert A. Estrada TITLE: Senior Managing Director & CCO DATE 1r ��5 FAILURE TO COMPLETE. SIGN. AND RETURN THIS FORM SHALL DISQUALIFY THIS BID, Page 2 of42 Certifications Legal Name of Firm: Estrada Hinojosa & Company, Inc. Entity Type: Partnership, Sole Proprietorship, Corporation, etc. Corporation Year Established: 1-09-1987 Office Location: City of Miami, Miami -Dade County, or Other 2937 SW 27th Avenue, Suite 200B, Miami, FL 33133 Occupational License Number: 6021224 Occupational License Issuing Agency: Miami -Dade County, State of Florida Occupational License Expiration Date: 9/30/2016 Please list and acknowledge all addendum/addenda received. List the addendum/addenda number and date of receipt (i.e. Addendum No. 1, 7/1/07). If no addendum/addenda was/were issued, please insert N/A. Addendum No. 1, 12/2/2015, Addendum No. 2, 12/11/2015 If Proposer has a Local Office, as defined under Chapter 18/Articlle III, Section 18-73 of the City Code, has Proposer filled ou otarized, and included with its bid response the "City of Miami Local Office Certification" form?R NO? (The City of Miami Local Office Certification form is located in the Oracle Sourcing system ("iSupplier"), under the Header/Notes and Attachments Section of this solicitation) Estrada Hinojosa & Company, Inc. has a local office. Please find the City of Miami Local Office Certification torm attached. Page 3 of 42 Line: 1 Description: Please disregard this Line Item and refer to Section 3.1, Specification/Scope of Work, and Section 4.0, Submission Requirements. Category: 94656-00 Unit of Measure: Unit Price: $ N/A Number of Units: N/A Total: $ N/A Page 4 of 42 Request for Qualifications for Municipal Bond Underwriting Services RFQ Number: 521381 Table of Contents A. Signed RFQ Certification Statement 1. Cover Page Tab 1 2. Table of Contents Tab 2 3. Executive Summary Tab 3: RFQ Response Page 4. Proposer's Overall Qualifications and Experience, 1 5. Proposer's Ability to Underwrite Capacity Bond, 5 6. Qualification and Experience of Personnel 10 7. Understanding of City 20 8. Description of Approach to Providing Services Requested 24 9. Trade Secrets Execution to Public Records Disclosure 28 Tab 4 Appendix A: City of Miami Local Office Certification Form Appendix B: Signed Affidavit Compliance with Minimum Requirements and Pre -Requisites Appendix C: State of Florida Department of State Certification Appendix D: 3rd Quarter 2015 G-37 Filing E;STRADA • I `I I NOJOSA iNNrti SIMINI 6ANtc ti 3 ESTRADA• HINOJOSA INVESTMENT BANKERS 2937 SW 27th Avenue ® Suite 200E ■ Miami, FL 33133 (305) 507-0100 1 Fax (305) 648-1002 December 16, 2015 Yadissa Calderon Buyer City of Miami — City Clerk 3500 Pan American Drive Miami, FL 33133 Dear Ms. Calderon: Estrada Hinojosa & Company, Inc. ("Estrada Hinojosa" or "Firm") is pleased to submit the enclosed response to your Request for Qualifications for Municipal Bond Underwriting Services No. 521381 for the City of Miami ("the City"), Estrada Hinojosa offers a unique combination of service, commitment, and experience that makes us stand out in the industry. We respectfully request your consideration of Estrada Hinojosa as an underwriter and the credentials presented herein will validate the merit of our selection. FIRM'S OVERALL EXPERTISE - Estrada Hinojosa is a corporation that is a Hispanic owned, Minority Business Enterprise, regulated as an Independent Broker Dealer by the Financial Industry Regulatory Authority (FINRA) and the U.S, Securities and Exchange Commission (SEC), and is subject to the governing rules of the Municipal Securities Rulemaking Board (MSRB). The Firm was incorporated in January 1987 and established in 1992 by Messrs. Robert A. Estrada and Noe Hinojosa, Jr., it is headquartered in Dallas, Texas, has 8 offices throughout the nation with 41 employees, of which 27 are Registered Representatives. Mr. Hinojosa, the President, CEO, and majority shareholder, and Mr. Estrada, Senior Managing Director/CCO, are co -owners actively involved in all aspects of the Firm's operations. The firm's Board of Directors consists of the following professionals including their positions on the Board: Robert A. Estrada, Chairman Noe Hinojosa, Jr., Vice Chairman/Secretary Donald J. Gonzalez, Treasurer Thomas B. Nolan, Assistant Secretary Jorge A. Garza, Assistant Treasurer In 2003 Estrada Hinojosa increased their commitment to Florida issuers and hired Ms. Lourdes Reyes Abadin to head the firm's effort by managing its Florida operations from its new expansion office in Miami. The Company has been involved in 205 Florida financings, representing over $28 billion in bonds issued. In 2011, the Firm expanded internal employee/shareholders by providing an investment opportunity to eleven new shareholder/employees. Overall,100% of the corporation stock is held by 15 employees/shareholders. The firm was incorporated in Dallas, TX and has transacted business with thirty three states. Additionally, the firm is current in the payment of all local, state, and federal taxes. QUALIFICATIONS AND EXPERIENCE - Estrada Hinojosa is assigning a highly qualified and distinguished group of professionals to serve on the underwriting team for the City. The lead bankers to the City have extensive investment banking experience and a clear understanding of Florida public finance. The firm has been serving Florida municipal clients as an underwriter or financial advisor since 1993 and as a result is familiar with the inner workings of Florida public finance. Our firm's underwriting and sales professionals underwrite, trade, and sell every type of municipal security and are amongst the industry's most respected and experienced professionals with over 80 years of experience collectively. The Firm's founders are not only involved in day-to-day operations, but continue to be involved in industry related policy -making and advocacy boards such as the SIPC, MSRB, the Federal Reserve Board of Dallas, SIFMA and Bond Dealers of America. Given our size, we are able to give the City the utmost personal attention without having to go through layers of bureaucracy. Because of our ESTRADA HINOJOSA & COMPANY, INC. 1717 Main Street ., Suite 4700, Lockbox 47 Dallas, Texas 75201 (214) 658-1670 (800) 676-5352 Fax (214) 658-1671 Member FINCA,SIPC DALLAS AUSTIN CHICAGO HOUSTON MIAMI NEW YORK SAN ANTONIO SAN DIEGO City of Miami Page 2 December 16, 2015 resources and experience, Estrada Hinojosa is often the "firm of choice" for many issuers. The firm is the #1 Ranked Small Investment Banking Firm in the Underwriter Pool for Miami -Dade County; the largest bond issuer in Florida. UNDERSTANDING OF THE CITY — An incredible advantage to the City of Miami is its geographical location and climate which has resulted in a diversified economy, and Miami has come to be known as the "Gateway to the Americas". These attributes and political instabilities of surrounding nations have assisted the South Florida economy to recover at a faster pace than the rest of the Nation. In spite of the economic difficulties the City continues to grow at a faster pace than most of its surrounding cities and has always met their debt service obligations. Estrada Hinojosa would always support the City, even during times of controversy and/or difficult economic environments. UNDERSTANDING OF SCOPE OF WORK - Estrada Hinojosa understands the work to be performed and stands ready and willing to assist the City with its future financings. The firm is highly capable, having served cities as an underwriter since 1992. We understand that each client presents their own unique needs and will bring that to bear in the financings we would participate in. Our firm has worked with a variety of issuers across the Nation all presenting their own needs, from the largest or most credit -worthy issuers to small towns establishing their credit in the marketplace for the first time. Bringing a client's specific needs to the forefront of any financing is our expertise. Estrada Hinojosa is confident that with all the public finance expertise and resources at our disposal, we can provide the City with the most competitive and comprehensive effort available in today's marketplace. We would be pleased to answer any questions you might have regarding our firm. Below, please find the contact information for the primary banker and day-to-day contact. Thank you for your consideration of this proposal. Respectfully submitted, godu Lourdes Reyes Abadin Executive Vice President 2937 SW 27th Avenue, Suite 200E Miami, FL 33133 P: (305) 507-0100 F: (305) 648-1002 Abadinehmuni.com City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ Number: 521381 Pro loser's Overall Qualifications and Ex • erience a) Proposer shall satisfy each of the minimum requirements listed under Section 2, 9, Proposer's Minimum Qualifications, of the RFQ. Proposer must also submit an affidavit of Proposers declaration of compliance to the Minimum Requirements and Pre -Requisites as stated in Section 2, 9; Estrada Hinojosa & Company, Inc. ("Estrada Hinojosa" or "Firm") affirms that we satisfy each of the minimum requirements listed in Section 2.9. Below please find the firm's response to each of the minimum qualifications. Additionally, the requested affidavit may be found under Tab 4, Appendix B. 2.9 Proposer's Minimum Qualifications A. The firm qualifies under this criterion having maintained a Red Book listing within the area of Dealers & Underwriters since 1992. Photocopies of the Red Book listings may be provided upon request. B. The firm is current and in compliance with all filing requirements of Rule G-37. C. Attached under Tab 4, Appendix D is the firm's latest G-37 filing.. D. The firm carries any and all necessary licenses and authorizations to act as an underwriter of municipal debt in the State of Florida. Attached under Tab 4, Appendix C is our Certificate of Good Standing from the State of Florida Secretary of State's Office. E. The firm is fully registered as a broker/dealer with the Financial Industry Regulatory Authority ("FINRA") and is a member of the Securities Investor Protection Corporation (the "SIPC"). F. With regard to the requirement of registration with the Florida Office of Financial Regulation which handles the registration of securities dealers conducting business in Florida, please be advised that such registrations are governed by Florida State Statutes, Title XXXIII, Regulation of Trade, Commerce, Investments and Solicitations, Chapter 517, Securities Transactions, and in particular Section 517.051, and Section 517.12 of Chapter 517. Because Estrada Hinojosa deals exclusively in municipal bond underwriting only, and does not attempt to market or underwrite stocks, corporate bonds, or any other type of security other than municipal bonds, Section 517.051 provides an exemption from registration for that purpose. As a result, Estrada Hinojosa has been allowed since 1992 to underwrite municipal bonds issued by Florida issuers without being registered with the Florida Office of Financial Regulation. Nevertheless, we can register voluntarily at any time with that office even though we are exempt from mandatory registration, and if the City of Miami selects Estrada Hinojosa to serve as a bond underwriter and prefers that we be registered with the State, we commit to file such registration at that time and maintain it for the term of our Agreement with the City of Miami. The City is invited to discuss this regulatory matter in more detail with our Chief Compliance Officer, Robert A. Estrada, at 214-658-1670. G. The firm is properly licensed to conduct business in the State of Florida and has 23 years of experience in bond underwriting services. H. The firm has sufficient financial support, personnel, and organization to ensure we can satisfactorily execute the services if awarded a Contract/Agreement. I. The firm has no record of judgments, bankruptcies, pending lawsuits against the City or criminal activities involving moral turpitude and does not have any conflicts of interest that have not been waived by the City Commission. 12/14/2015 1 ESTRA[M.° FiINOJOSA i'v4ECia�¢q x�T agAPa �: r,n City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ Number: 521381 J. The firm nor any principal, officer, or stockholder of the firm is in arrears or in default of any debt or contract involving the City, nor have failed to perform faithfully on any previous contract with the City. b) Describe your firm's underwriting practice as related to public finance, Compare public finance staffing in your firm three (3) years ago and that of today; Company History and Public Finance Practice Estrada Hinojosa & Co., Inc. was established in 1992 by Mr. Robert A. Estrada and Mr. Noe Hinojosa, Jr. Our banking professionals specialize in public finance with particular strength in municipal underwriting and financial advisory services. 100% of the Firm's net capital is committed to public finance. Being a full service investment banking firm allows us to assist our clients with the most recent market data, pricing tactics, buyer preferences and other relevant information. Our experience in providing such services transcends our traditional Texas border to include clients across the United States as seen in the map on page 7. Estrada Hinojosa is fully registered as a broker/dealer with the Financial Industry Regulatory Authority ("FINRA") — formerly the National Association of Securities Dealers (the 1"NASD"), and is a member of the Securities Investor Protection Corporation (the "SIPC"). Estrada Hinojosa is fully certified as a minority business enterprise (MBE) with various political subdivisions in the States of Arizona, California, Colorado, Florida, New Mexico, and Texas. In Texas, the Firm is further certified as a Historically Underutilized Business (HUB). Overall Activity and Underwriting Practice The Firm consistently ranks among the top bond underwriting and financial advisory firms in the country. Estrada Hinojosa completed a total of 295 transactions (underwriting and financial advisory) in 2014 totaling more than $39 billion. Thus far, for 2015, the firm has served on 261 transactions (underwriting and financial advisory) totaling more than $29 billion in par amount. The Firm has participated as an underwriterto various cities on 810 transactions totaling over $39,3 billion, and has served as financial advisor to various cities on 887 transactions totaling over $51.1 billion. Please note that the number of transactions should be rated to the number of bankers for true transactional experience. ebnd Underwriting' Financial Advisory a Public Finance Estrada nlnolosa & Cotnpan& Inc. National Experience Financial Advisor and Underwriter ROInS s Vie -.—t W tt, O*a, 09x tOaa 10419% ,tee eat r,� zip #nvestment Advisory ; divest -Me st The adjacent chart illustrates our overall experience and growth since the inception of the Firm. Thriving as a small firm in the investment banking industry is a tribute to our expertise, qualifications and adding value to our clients' which has resulted in our Firm's growth by being assigned more significant roles. Organizational Structure and Staffing Estrada Hinojosa & Company, Inc. is a 100% employee -owned minority business enterprise led by Mr. Hinojosa as President and Chief Executive Officer and Mr. Estrada as Senior Managing Director & Chief Compliance Officer. While many companies reduced staff over the last three years, Estrada Hinojosa added both professional and support staff during this period. The Firm currently has 41 employees. Of these, 27 are assigned to investment banking, underwriting, sales, and 12/14/2015 2 ESTRAA.DDAw 1-11NOJOSA i NVi.:aT M I. T EtANt<EUI City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ Number: 521381 trading. As our firm's growth has been structured to accommodate additional business demands, it is very unlikely we would experience any downsizing. Three years ago, Estrada Hinojosa had an investment advisory arm which it no longer has as a result of the changing regulatory requirements. This investment advisory team consisted of 4 employees, therefore the number of core public finance professionals has not changed. The principals of the Firm are actively involved in the Firm's activities on a daily basis. Given our size, we are able to give our clients the utmost attention without having to go through layers of bureaucracy. Our track record has been firmly established, and as Senior Manager, together with staff and financial advisor we would add significant value to any financings contemplated by the City. c) Disclosure by the underwriter of any conflicts of interest, as stated in MSRB Rule G-17, including finder's fees, fee splitting, or other contractual arrangements of the firm that could present a real or perceived conflict of interest, Additionally, the firm should disclose if there are any pending investigations of the firm or enforcement or disciplinary actions imposed on the firm within the past three (3) years by the Security Exchange Commission (SEC) or other regulatory bodies; Estrada Hinojosa is currently part of the Miami -Dade County Underwriting Team but we do not foresee any potential conflicts Estrada Hinojosa may have in acting as a member of the Underwriting Team for the City of Miami as well. In fact, we are ranked No. 1 in the County's Underwriting Team I, which is composed of firms with under $5 million of net capital. On July 22, 2015, the Firm agreed to an Acceptance, Waiver and Consent ("AWC") with FINRA regarding municipal bond trades posted to the Municipal Securities Rulemaking Board ("MSRB") Real-time Transaction Reporting System which were deemed by FINRA to be "late trades" or "misreported trades" that violate the MSRB rules for reporting trades, and the Firm was censored and assessed a fine of $17,500. These trades were a result of the Firm migrating to a new trading platform, and receiving incorrect directions on posting trades on such platform, or the Firm receiving important information from investor accounts too late to meet the time deadline for posting trades. The Firm has taken steps internally to insure no further violations occur in this area, and it is important to note that at no time were any investors harmed, nor was market data negatively impacted. On September 30, 2015, the Firm, without admitting or denying the findings, voluntarily executed a Settlement Agreement with the SEC, to resolve two due diligence failures reported to the SEC by the Firm as a voluntary response to the SEC's nationwide Municipalities Continuing Disclosure Cooperation Initiative (the "MCDC"), regarding deficiencies in the offering of municipal securities which did not correctly disclose continuing disclosure obligation lapses by certain issuers. The Firm was assessed a fine of $20,000 per issue reported, and submitted the $40,000 payment to the SEC on October 13, 2015. The Firm's Chief Compliance Officer, Robert A. Estrada, is available to discuss any details of the MCDC Settlement that the City cares to discuss. 12/14/2015 3 ESTRADA • j I NOjOSA IN V E 1NIL N'( BANKr ik City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ Number: 521381 d) Certify the Proposer's Excess Net Capital position as of September 30, 2014 to date; and Estrada Hinojosa's excess net capital position as of 10-31-2015 was $4,354,629. Below, please find the excess net capital position for each month from September 30, 2014 through October 31, 2015. Month Excess Net Ca ital 9-30-2014 $3,016,352 10-31-2014 $2,578,048 11-30-2014 $2,105,032 12-31-2014 $2,937,025 1-31-2015 $2,899,794 2-28-2015 $1,847,438 3-31-2015 $1,715,099 4-30-2015 $2,490,844 5-31-2015 $2,570,724 6-30-2015 $2,716,198 7-31-2015 $2,954,457 8-31-2015 $4,452,902 9-30-2015 $4,016,632 10-31-2015. $4,354,629 e) Disclose whether your Firm has been involved in the prior trade of securities for the City of Miami? if so, please specify dates and provide detailed information concerning the services provided. Estrada Hinojosa has does not own and has not owned any City of Miami Bonds, The firm has not traded any City of Miami bonds during the period of 2002 to present. The firm stands ready and willing to provide the utmost quality underwriting services if awarded the opportunity to be included in Pool. The inclusion of small firms like Estrada Hinojosa not only ensures a balanced Underwriting team, but also ensures the City's various credits are covered with regards to experience. 12/14/2015 4 ESTkA[)A. I tiC))OSA IN Ety- ME NT f,A'9K„ra City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting,Services RFQ Number: 521381 Pros oser's Abilit to Underwrite Ca • acit Bond a) Describe the Proposer's bond sales abilities with emphasis on the Proposer's institutional and/or retail distribution capabilities and ability to place Florida paper, Include in a tabular format the following (limit to three pages) 1) Number of sales personnel in Florida; 2) Number of offices in Florida; and 3) Number of offices nationally. Bond Sales Abilities Retail buyers have significant interest in municipal bonds. Retail demand \has historically been driven by individuals seeking safe, tax-exempt investments. Traditionally, retail buyers purchased municipal bonds from local retail brokers along with other securities. However, given the continued low interest rates, the dynamics changed. The sector shifted toward a more institutional approach. Due to bond insurer downgrades, retail investors are increasingly relying on professional advice, and placing more and more attention on the issuer's credit. o Retail coverage will include individuals, investment advisors, and bank trust departments who represent individual investors. o Money managers, especially those that run Florida funds, and have individual accounts domiciled in Florida, will have strong interest. o Major institutions buyers will show tremendous interest due to the quality and liquidity. Our sales force maintains an active and longstanding dialogue with larger institutional buyers, as well as those smaller institutional investors which represent the marginal source of new issue demand and price tension. The daily interaction of our desk with institutional buyers aims to develop a strategic/portfolio dialogue and identify trading and/or swap opportunities, as appropriate. Plus, our regular monitoring of the bond market allows us to target specific accounts for your debt issue. Daily economic and market data assessments all provide unique structuring, pricing, and debt distribution challenges. Estrada HInojcsa & Company, Inc.- Sales Representatives for all Bond Issues Institutional Trader Underwriter Mr. Thomas Nolan III, Managing Director ✓ ✓ ✓ Ms. Kathryn A. Tenison, Senior Vice President ✓ ✓ Mr. Randle Clontz, Senior Vice President ✓ The following two tables illustrate the types of investors we generally target on an underwriting, as well as the general target investor by maturity. Maturity Range 1 5 years 3 -12 years 3 -15 years 10 -15 years 15 - 20 years Investor [ype Corporations, Short - Term Bond Funds Bank Trust Departments Investment Advisors, Money Managers Insurance Companies Bond Funds, Investment Advisors Targeted Investors (Sampling) Aim Advisors, Berkshire Hathaway, Cargill, Ford Motor, International Paper, M.D. Sass, Microsoft Bessemer Trust, Local and National Banks, Wachovia Bank, Wells Fargo Trust Duff and Phelps Investment Management, Loomis Sayles, Phelps and Bell, Scudder Stevens, Washington Capital Management Aetna, AIG, Allstate, Kemper, Liberty Mutual, Mutual of Omaha, Safeco Columbia Management, Dreyfus, Eaton Vance, Federated Investors, Fidelity Management, Franklin 12/14/2015 5 E RADA a C-1INOJOSA ,N'( Mis:'11 BANi4E City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ Number: 521381 Funds, i.a.S., Nuveen Advisors, Van Kempen, Victory Cap Management Although individuals buy substantial numbers of municipal bonds, they purchase municipal bonds through managed money, trust accounts, and mutual funds, which are some of the types of investors we serve. Nevertheless, for a primary offering, the importance of institutional investors cannot be overstated because institutional investors purchase the majority of municipal bonds offered in the primary market. Our relationships extend not only to the major institutional investors, but we also access retail investors through our extensive relationships with mutual funds, money managers, and major trust departments. Volume and Percent of Sales Other Institutions 80% Retail Other 1% 5% Bond Funds 14% Ability to Place Florida Paper The firm has been serving Florida municipalities as an Underwriter for over 22 years. The lead bankers to the City have extensive investment banking experience and a clear understanding of Florida public finance. Additionally, our Florida presence and experience as financial advisor gives us a unique insight into the inner workings of Florida bond finance. The Company has been involved in 205 Florida financings, representing over $28 billion in bonds issued. In 2003, the Company's commitment to Florida broadened and intensified with the opening of its Miami Office. Ms. Lourdes Reyes Abadin, assisted by Mr. Robert Estrada, has been the Lead Banker on all Florida issues and is well -versed with Florida rules, statutes, procedures, and debt practices. Estrada Hinojosa achieves its Florida success by assisting clients in, not only attaining the lowest possible interest cost but, most important by presenting terms that are attractive to investors and creating broad -based support for their bond offerings. Alachua Count City of Cape Coral Town of Cutler Bay (Financial Advisor) City of Ft. Myers City of Jacksonville City of Sweetwater(Financial Advisor) City of Miami Beach Town of Miami Lakes (Financial Advisor) City of North Bay Village (Financial Advisor) City of Orlando City of West Palm Beach Florida Department of Environmental Protection Florida Municipal Power Agency Greater Orlando Aviation Authority Miami -Dade County Miami -Dade County Seaport ESTRADA HINOJOSA FLORIDA CLIENTS i-Dade County Water & Sewer Department iami-Dade County Educational Facilities Authority ade County, Miami international Airport -Dade County Industrial Development Authority mi Sports & Exhibition Authority mi-Dade Expressway Authority Orlando Utilities Commission Palm Beach County School Board of Miami -Dade County South Broward Hospital District South Florida Water Management District State of Florida Town of Medley (Financial Advisor) Village of Key Biscayne (Financial Advisor) 12/14/2015 6 ESTRADA. }...1!NOJOSI iNVLS'M1NY B!1\iKfj4S City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ Number: 521381 Personnel and Offices Estrada Hinojosa is headquarted in Dallas and maintains offices in Austin, Chicago, Houston, Miami, San Antonio, San Diego and New York City. The firm's highly experienced sales representatives are located at our Trading Desk in the Firm's Dallas, TX Headquarters Office. If selected as underwriter, the banking support will be a cooperative effort between our Florida Office and our Headquarters Office, where the Trading Desk is located. The day-to-day banker on this engagement is Ms. Lourdes Reyes Abadin who heads the firm's Florida efforts, Mr. Robert Estrada will serve as the Co -Lead Banker from the Headquarters Office. Ms. Abadin will have full access to the firm's resources which makes the firm's overall expertise available to the City. The firm works seamlessly between Headquarters Office and the Florida Office to provide the utmost quality service to our clients. Below, please find the requested information in tabular format. Number of Sales Personnel In Florida 0* Number of Offices in Florida 1 Number of Offices Nationally 8 Estrada Hinojosa National Presence Lectend EH Headquarters • EH Offices * States where EH services have been provided Why Estrada Hinojosa? ✓ Estrada Hinojosa is a small firm with large firm capabilities. Estrada Hinojosa is a regional firm and the principals of the firm are actively involved in the daily management of the firm's business maximizing our firm's resources, capital and manpower. ✓ Since 1992 Estrada Hinojosa continues to be the "firm of choice" for underwriting services for many issuers. The executives and professionals of the firm have earned the respect from their clients and colleagues. ✓ At Estrada Hinojosa we support the communities we serve and participate in many industry, civic, and charitable endeavors. ✓ All of our clients are priorities, regardless of the issue size or how often they come to market. ✓ We are eager to work with the City's staff, financial advisors and legal counsel to obtain the optimum financing for the City Miami. b) For each of calendar years 2012, 2013 and 2014 and in tabular format, set forth the total number of municipal bond transactions the Proposer has served as Senior Manager and the total par amount involved (limit to one page); Below please find our Senior Managed experience in tabular format. Also, included are partial transaction amounts for year 2015. Year 2012 2013 2014 2015* Number of Senior Managed Total Par Amount Transactions 24 21 26 20 $397,345,459 $222,385,497 $335,372,929 $412,243,332 *Includes transactions from February 2015 through August 2015 c) For each of calendar years 2012, 2013 and 2014 and in tabular format, set forth the total number of municipal bond transactions the Proposer has served as Co -Manager and the total par amount involved (limit to one page); 12/14/2015 7 ESTRADA • H j N)JOSA INVC•.SrMf..NT HANK-ii City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ Number: 521381 Below please find our Co -Managed and Co -Senior Managed experience in tabular format. Also, included are partial transaction amounts for year 2015. More detailed transaction lists are available upon request. Year 2012 2013 2014 2015** Number of Co- Managed Total Par Amount Transactions* 107 109 152 143 *also included are Co -Senior Managed transactions **Includes transactions from January 2015 through October 2015 $18,152,059,999 $17,381,625,729 $27,721,243,442 $20,833,523,936 d) Provide information related to the Proposer's capitalization, as follows:: A table that reflects the most recent available data (include date) for the Proposer's total capital and excess net (uncommitted) capital; and Estrada Hinojosa is in excellent financial condition and has always maintained a strong capital position. 100% of the Firm's net capital is committed to public finance, The Firm has served as senior manager on a $290 million transaction and has served as co -senior manager on several transactions over $1.0 billion. The Firm is comfortable serving as sole/senior manager for negotiated transactions in the mid-$300 million range and as co -senior manager on transactions over $1.0 billion. Estrada Hinojosa has always maintained a strong capital position and has consistently exceeded regulatory guidelines regarding excess net capital. The net capital rule of FINRA permits firms, such as Estrada Hinojosa, to perform as senior managing underwriter in a negotiated sale without regard to excess net capital, as long as the bonds are pre -sold prior to delivery. Our exposure is limited to an amount equal to the balance of bonds at the end of a given sales period, not the "par amount" of the entire bond issue. In cases where we share liability with other syndicate members, the exposure is even less. As senior managing underwriter, Estrada Hinojosa has never failed to underwrite the balance of a client's bonds. We are committed to working with our clients and their advisors to negotiate a fair transaction that is beneficial and equitable to both the client and the underwriting syndicate. Estrada Hinojosa has a proven track record of establishing an effective marketing plan and successfully placing bonds, and has always underwritten the balance of an offering when necessary. While Estrada Hinojosa is a boutique full service investment banking firm, our capabilities rival those of the larger multinational firms. The firm acts in a fiduciary role for its underwriting clients and always recommends a financing that is advantageous to the client. Many municipalities, unfortunately, participated in high risk instruments and suffered the consequences in the recent recession. Moreover, the large multinational firms, while stating abundant capital figures weren't able to use their balance sheets to assist their clients and many coerced their clients into multi -relationships in order to provide services and as the saying goes, "take more than one bite out of the apple." Below please find Estrada Hinojosa's capital position from years 2011-2014. We have included excess net capital position amounts for each month from September 30, 2014 through October 31, 2015 in our response on page 4. 12/14/2015 8 ESTRADA. HINOJOSA ±NeiESiMIN BANRE:q> City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ Number: 521381 Total Capital Equity Capital Excess Net Capital $4,696,021 $4,696,021 $3,240,360 Estrada Hinojosa & Company, Inc. - Capital Position 2011 2012 2013 2014 As of October 31, 2015 $5,083,373 $5,234,326 $5,576,981 $6,480,000 $5,083,373 $5,234,326 $5,676,981 $4,641,625 $3,190,478 $3,245,427 $2,937,025 $4,354,629 e) Describe Proposers access to sources of current market information to provide bond pricing data before, during and after the sale. Real Time Market Access Market conditions and expectations change quickly, particularly over the last several years. It is important to include realistic, real-time market data as part of our consultation and decision -making processes for our clients. Estrada Hinojosa's underwriting group provides this critical data and input, which we use to the benefit of our clients in structuring, and executing bond transactions. Since our Desk is in the market on a daily basis, our staff has 24-hour, up-to-the-minute access to sources central to a bond pricing. The firm subscribes to the Bloomberg news service, as well as other Internet services and industry publications specific to investment banking. Our underwriting desk has added value in our transactions by assessing the strength of the municipal markets and providing input on the timing of negotiated sales. Our trading desk is active daily and aware of other issuers in the market at the same time. Our underwriting desk can provide input on designation policies and the allocation of bonds. The Firm's desk has long-established relationships throughout the country and is extremely knowledgeable on the strength of the distribution networks utilized by other firms. Current on Regulatory Changes in Market The Firm has a team of individuals who are each responsible for monitoring the latest industry rules and regulations. Mr. Hinojosa and Mr. Estrada lead the Firm with significant experience with and knowledge of ever -evolving Federal and State regulations. Robert A. Estrada, Chief Compliance Officer, is a bond attorney and has extensive experience in the areas of tax exempt securities and investment banking. His background allows him to lend expert guidance based on extensive knowledge of Federal and State legislation. Mr. Estrada's expertise is further enhanced by his service on various industry boards including the Federal Reserve Bank of Dallas, FINRA District 6 Committee, and the Municipal Securities Rulemaking Board (Chairman). In addition, Mr. Hinojosa has served on the boards of both the Securities Investor Protection Corporation and Securities Industry and Financial Markets Association. Tony Jaso, Senior Vice President leads the Firm's continuing disclosure efforts, providing disclosure filings for our city, county, and school district clients at the end of each fiscal year. Mr. Jaso's knowledge of disclosure requirements allows our clients to remain in compliance with financial filing requirements as established and revised each year. The Firm's underwriting desk, along with the assigned bankers, closely monitors changes/additions to legislation affecting municipal finance, As these individuals remain informed of the latest legislation, they are able to act quickly to assist clients in responding to any changes in legislation, allowing clients to stay abreast of the evolving markets and take advantage of new programs. Our regular monitoring of the bond market allows us to target specific accounts for the City's debt. Daily economic and market data assessments provide unique structuring and pricing challenges, that will affect the distribution of debt. 12/14/2015 9 ESTRADA I..,.I I NOjOSA INYESTKTE_'Nf is ANK'i City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ Number: 521381 Qualification and Ex • erience of Personnel a) Provide resumes of each public finance professional that will be assigned to the Engagement. Describe the role of each in, and level of commitment to, the Engagement as well as their experience with municipal clients (limit to one page per professional); Lourdes Reyes Abadin Executive Vice President Primary Banker Miami, Florida Cristina Zeinali Assistant Vice President Quantitative/Analytical Support Miami, Florida Robert A. Estrada Sr. Managing Dir./CCO Overall Supervision & Resource Management Dallas, Texas Andres Diamond -Ortiz Senior Vice President Quantitative Lead Houston, Texas Paul ac Managing Director Quantitative Analysis/Suppon Banker Austin, Texas Ulysses S. Williams, Jr. Managing Director Support Banker Dallas, Texas Steven W. Eaddy Senior Vice President Credit Analysis New York, New York Sales and Trading Professionals Thomas B. Nolan Senior Managing Director Underwriting/Sa/es/Trading Dallas, Texas Kathryn A. Tension Senior Vice President Marketing/Sales/Trading Dallas, Texas Randle Clontz Senior Vice President Marketing/Sales/Trading Dallas, Texas 12/14/2015 10 ESTRADA.1...11 NOJOSA City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ Number: 521381 The firm has assembled a proposed project team with the necessary experience to ensure we meet and surpass the City's requested services. Lourdes Reyes Abadin Executive Vice President 2937 SW 27th Avenue, Suite 200E Miami, Florida 33133 T 305.507.0100 F 305.648.1002 abadin@ehmuni.com FLORIDA TEAM LOURDES REYES ABADIN Role: Primary Banker Level of Commitment; Day -to -Day Basis Lourdes Abadin leads Estrada Hinojosa's efforts in providing municipal bond services to governmental entities in the State of Florida. She will assume the day-to-day and on - site responsibility for managing and supporting the City's financings. Ms. Abadin has been involved with Florida public finance for the past 27 years having initially served on the public side where she eventually rose to the positions of Chief Financial Officer (CFO) to the Miami Sports & Exhibition Authority and Comptroller to the City of Miami. As a result of her governmental experience, she is sensitive to the goals and objectives from an issuer's point of view. Over the years, Ms. Abadin has gained much recognition for her in-depth knowledge and vast experience in Florida public finance and she is also credited for her experience in other diverse sectors. Prior to being involved with Municipal Finance, she worked for FP&L and was involved in the Quality Improvement Program that earned FPL the Deming Award of Excellence. She specialized in investment banking when she joined a Wall Street Firm in 1993, Her work has included developing financial structures, credit enhancement, and development of bond rating presentations, preparation of official documents, and the pre -marketing of bonds. Since joining the firm in 2003, Ms. Abadin has grown our Florida client base, resulting in the acquisition of new financial advisory clients and Estrada Hinojosa being selected as Senior Manager and Co -Manager on several Florida financings. EDUCATION: Ms. Abadin holds a Bachelor of Science degree in Finance from Florida International University, and has taken MBA studies at Nova Southeastern University. She is a certified Government Finance Officer (CGFO), and is a FINRA Series 7 Registered Representative and has previous held a Series 63 certification. Robert A. Estrada Senior Managing Director/CCO 1717 Main Street, 47th Floor Dallas, Texas 75201 T 214.658.1670 F 214.658.1671 rae@ehmuni.com bond underwriting side and participates ROBERT A. ESTRADA Role: Overall Supervision & Resource Management Level of Commitment.' Day -to -Day Basis Mr. Estrada is Senior Managing Director of Estrada Hinojosa & Company, Inc. He is an attorney at law and has extensive experience in the areas of tax exempt securities and investment banking, having participated in over 1,000 major municipal bond financing projects totaling more than $65billion. During his years of active bond law practice, Mr. Estrada worked with the prominent bond law firm of Hutchison Boyle Brooks & Fisher, Attorneys at Law, Dallas and Austin, Texas where he was responsible for the legal work involving numerous public finance activities. Mr. Estrada assisted the law firm in fulfilling the legal responsibilities as Bond Counsel for the Dallas -Fort Worth International Airport, as well as for Dallas County, the Cities of Dallas, Arlington, Irving and many other political subdivisions in the Southwest. As an investment banker, he has continued to work with many of these entities from the in the structuring of their debt issues. Colleagues in the industry have recognized Mr. Estrada's stature in the business by electing him to the Board of Directors of the Municipal Securities Rulemaking Board ("MSRB'), the national regulatory organization for the municipal bond industry. 12/14/2015 11 FRADA ® I --I I NOJOSA ,N,t ;s, ;, ,;,,4f S City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ Number: 521381 Mr. Estrada served as Chairman of the MSRB during 1999-2000. He is also a past Chairman of the Municipal Advisory Council ("MAC") of Texas. From 1990-1993 Mr. Estrada served on the Board of Directors for the Student Loan Marketing Association ("Sallie Mae") in Washington, D.C., a $45 billion corporation, including service on the Board's Executive Committee. Hispanic Business magazine has twice named Bob Estrada among the 100 most influential Hispanics in America. EDUCATION: Mr. Estrada received his Bachelor of Science degree and his Doctor of Jurisprudence degree from the University of Texas at Austin. He is a former member of the Board of Regents for the University of Texas System. Mr. Estrada is an active member of the Texas Bar Association and is also registered with the MSRB as a Principal. 2937 SW 27th Avenue, Suite 200 B Miami, Florida 33133 T 305.507.0100 F 305.648.1002 czeinali@ehmuni.com CRISTINA ZEINALI Role: Quantitative/Analytical Support Level of Commitment.' Day -to -Day Basis Ms. Zeinali is the lead Associate and Assistant Vice President of the Florida office and provides quantitative analysis, research and transactional support primarily for the Firm's Florida issuers. She has been directly involved in the structuring and issuance of municipal debt for a range of issuers, most importantly within our state of Florida. Her expertise spreads throughout the various industries including cities, counties, utilities, school districts, higher education authorities, transit and transportation authorities, and public private partnerships. She will be instrumental in working with the City and its financing team to ensure a thorough credit and quantitative analysis that will lead to the most cost effective financings for the City. Ms. Zeinali assists in managing the bond issuance process for the Florida clients, including coordinating with Bond Counsel, Underwriter's Counsel, Financial Advisors, Underwriters, Bond Insurers, and Rating Agencies. She has provided support on transactions for Greater Orlando Aviation Authority, City of West Palm Beach, Miami -Dade County, City of Miami Beach, City of Orlando, Village of Key Biscayne, and more. EDUCATION: Ms. Zeinali received a M.B.A from the University of Miami and a B.B.A from. Florida International University. Securities licenses maintained include Series 52 — Municipal Securities Representative. Paul Jack Monas Director 823 Congress Ave., Suite 1550 Austin, Texas 78701 T 512.605.2444 F 512.605.3870 pjack@ehmuni.com QUANTITATIVE, CREDIT ANALYSIS & SUPPORT BANKERS PAUL JACK Role: Support Banker/Quantitative Analysis Level of Commitment: As needed basis Mr. Jack has over 15 years of experience in the structuring and issuance of debt obligations for political entities in Texas and the U.S. While serving as financial advisor or underwriter, Mr. Jack has managed or supported the bond issuance process for over $15 billion in debt obligations. Prior to Estrada Hinojosa, Mr. Jack worked for J.P. Morgan, Public Financial Management, and Citigroup. His public finance experience includes a wide spectrum of public projects including general city infrastructure, water and sewer systems, convention centers, stadiums and arenas, public utility systems, school districts, universities, airports, hospitals, and economic development projects. He also served as an adjunct professor at The University of Texas at Austin LBJ School of Public Affair, teaching Public Financial Management. 12/14/2015 12 'RADA. f-IjN JOS:A. i'vf:S M.NT E'.%+"tKF:f1;s City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ Number: 521381 Clients have depended on Mr. Jack's expertise for a wide range of services, such as developing complex analytical spreadsheets for financial modeling, structuring of derivative products, cash flow analyses, project finance debt/revenue models and new money, as well as refunding bond issue sizings. He also served on Transaction Review Committees, which provide guidance and quality control review on all aspects of the structuring of tax-exempt and taxable municipal bond issues and derivative products for clients. In addition, Mr. Jack managed the execution of the bond issuance process, including work with the Texas Bond Review Board, Texas Municipal Advisory Council, Issuer Bond Counsels, Tax Counsels, Underwriters' Counsels, Financial Advisors, and Trustees. EDUCATION: Mr, Jack is a registered representative and uniform state agent. He earned his M.P.A. and B.B.A. from the University of Texas at Austin. AFFILIATIONS: Texas Public Finance Authority Charter School Finance Corporation 2010 - Present Ulysses S. Williams, Jr. Manasin' Director 1717 Main Street, 47th Floor Dallas, Texas 75201 T 214.743.1379 F 214,658.1671 uswilliams@ehmuni.com ULYSSES S. WILLIAMS, JR. Role: Support Banker Level of Commitment.' As needed basis Since 1992, Mr. Williams has served as Principal Banker on financings totaling over $32 billion. Mr. Williams serves on the firm's-financial advisory teams to the Cities of Dallas and Fort Worth, as well as having a key role on the financing teams of the Cities of Hempstead, River Oaks and White Settlement; Dallas Housing Development Corporation; Dallas/Fort Worth International Airport; Denver International Airport; Dallas Area Rapid Transit; Dallas ISD; and Dallas County Community College District. Prior to joining Estrada Hinojosa, Mr. Williams was with First Southwest Company, where he worked directly for Texas cities and school districts. At Estrada Hinojosa, Mr. Williams has served as underwriter for municipal issuers in Texas, Colorado and Georgia, where he participated on financing teams for the City of Atlanta, Denver International Airport and the Hartsfield-Jackson Atlanta International Airport. He has also served as Banker on many Senior and Co -Managing Underwriter on financings for numerous Texas cities, including his native Beaumont, counties and school districts, as well as the North Texas Healthcare Facilities Corporation and other political subdivisions. Mr. Williams has served on the Texas Municipal Advisory Council (2006-2009) and is a Registered Representative and Uniform State Agent. He attended the University of North Texas. Steven W. Eaddy Senior Vice President 230 Park Avenue, 1001 Floor New York, NY 10169 T 212.309.8724 F 212.808.3020 12/14/2015 STEVEN W. EADDY Role.' Credit Analysis Level of Commitment.' As needed basis Mr. Eaddy serves as a Senior Vice President for Estrada Hinojosa. He joined Estrada Hinojosa and opened the firm's New York City office in midtown Manhattan in December 2010. He brings 30 years of banking, rating agency, insurer, and legal municipal finance expertise, which has included a diversity of airport, toll road, water and sewer, housing, general obligation, school district, student loan, higher education, public/private partnership, taxable municipal, municipal lease and short-term note transaction experience. At other firms, Mr. Eaddy's Florida clients have included the State of Florida, Florida Hurricane Catastrophe Fund, Florida Correctional Privatization Corporation, Miami -Dade County, Miami -Dade County Aviation Authority, Miami -Dade County Industrial Development Authority, Miami -Dade County Housing Finance Authority, Miami -Dade County Schools, Miami -Dade Expressway Authority, Palm Beach 13 EST RADA.°j,ljNOJ(SA City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services \t, + ,,�y' RFQ Number: 521381 `t.0A4,l County, Palm Beach County Housing Finance Authority, Greater Orlando Aviation Authority, South Florida Water Management District, Northern Palm Beach County Improvement District, and Broward County. Mr. Eaddy received his B.A. degree from The Johns Hopkins University. After graduating from the Northwestern University School of Law, he began his public finance career as an associate with Hawkins, Delafield & Wood in New York City. His career includes a combined nine years as a senior analyst at MB/A, Standard & Poor's, and Fitch Ratings. Mr. Eaddy headed the Public Finance department at LaSalle Financial Services in Chicago 2006 — 2007 and reopened M.R. Beal's Chicago office in 2005. He has worked at Cabrera Capital Markets, Siebert Brandford Shank, and Prudential-Bache Capital Funding as well. EDUCATION: Mr. Eaddy received his B.A. degree from The Johns Hopkins University and his Juris Doctor from the Northwestern University School of Law. Securities licenses maintained include Series 53 — Municipal Securities Principal, Series 7 — General Securities Representative, and Series 63 — Uniform Securities Agent. Andres D. Diamond -Ortiz Senior Vice President 801 Travis Street, Suite 1400 Houston, TX 77002 T 713.622.6693 F 713.622.6686 aortiz@ehmuni.com and a A.B. from Princeton University. Thomas B. Nolan Senior Manasinr Director 1717 Main Street, 47th Floor Dallas, Texas 75201 T 214.658.1670 F 214.658.1671 tnolan@ehmuni.com ANDRES D. DIAMOND-ORTIZ Role: Quantitative/Analytical Lead Level of Commitment.' Day -to -Day Basis Mr. Diamond -Ortiz joined Estrada Hinojosa as a quantitative analyst in the Houston office, bringing abilities in both extensive finance and computer programming to the firm. Mr. Diamond -Ortiz devotes his skills exclusively to public finance. Prior to joining Estrada Hinojosa, he worked as a consultant for Public Finance Management (PFM), and as an analyst for Piper Jaffray & Co. While at the firm, he has served as an analyst for various issuers, including cities, school districts, water utilities, toll road systems, port authorities, airports and college districts. His experience includes employing standard tools of quantitative models and also computer programs of his own creation. Mr. Diamond -Ortiz is a Registered Representative and a Uniform State Agent. He earned a M.P.A from the University of Texas at Austin LBJ School of Public Affairs SALES & TRADING PROFESSIONALS THOMAS B. NOLAN Role: Senior Underwriter/Sales/Trading Level of Commitment.' Day -to -Day Basis Mr, Nolan serves as Director of National Sales, has over 30 years of securities industry experience, with a background in trading and underwriting, and a primary focus in the institutional sales area. Prior to joining Estrada Hinojosa, Mr. Nolan was a Managing Director at SAMCO Capital Markets and a Senior Vice President in institutional sales with Dain Rauscher, both in Dallas. His investment banking career began with Moody's Investors Service in 1978 in New York City, and he was employed by Dillon Read & Co. prior to moving to Dallas. EDUCATION: Mr. Nolan holds a Bachelor of Science degree in Business Management from Cornell University. He is a Registered Representative of FINRA. AFFILIATIONS: Municipal Advisory Council of Texas, Chairman 2012 12/14/2015 14 ESTRA[)A H11~OJOSA City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ Number: 521381 Kathryn A. Tenison Senior Vice President 1717 Main Street, 47th Floor Dallas, Texas 75201 T 214.658.1670 F 214.658.1671 ktenison@ehmuni.com Randle Clontz Senior Vice President 1717 Main Street, 47th Floor Dallas, Texas 75201 T 214,658.1670 F 214.658.1671 rclontz@ehmuni.com KATHRYN TENISON Role: Marketing/Sales/Trading Level of Commitment.' Day -to -Day Basis Prior to joining Estrada Hinojosa, Ms. Tenison was a Vice President at BOSC, Inc, and Morgan Stanley, both in Dallas. Ms. Tenison serves as the Municipal Underwriter in the Dallas office as well as support for the banking efforts. She has more than 25 years of Municipal bond experience. As part of the Firm's trading desk, Ms, Tenison is involved in all of the Firm's transactions, both financial advisor and underwriting. EDUCATION: She is a Registered and Municipal Representative, and a Uniform State Agent. Ms. Tension has a B.A. In Finance from the University of Texas. AFFILIATIONS: From 2006 — 2009, Ms. Tension was a board member for the Municipal Advisory Council of Texas. RANDLE CLONTZ Role: Marketing/Sales/Trading Level of Commitment.' Day -to -Day Basis Mr. Clontz recently joined Estrada Hinojosa and brings over 25 years of experience primarily in institutional sales. He will be an integral team member adding value to the firm's Underwriting efforts. EDUCATION: Mr. Clontz holds a B.B.A. in Finance from the University of Texas at Austin, Licenses maintained include Series 7 and Series 63. b) For the Proposer and for each employee of the Proposer listed above (i;e. the primary account executive and public finance professionals assigned to the Engagement), a brief explanation or (i) litigation pending or past judgments entered against the individual or his or her Proposer, because of an act or omission of such individual in a professional liability action, if any; and (ii) regulatory or criminal actions, proceedings or investigations to which the individual or the Proposer has been subject over the last three years, whether or not the same has resulted in charges, convictions, suspensions or debarments (no page limit); With regard to any litigation or regulatory action filed against the Proposer, please be advised that neither the Firm nor any individual shareholders or employees are currently the subjects of any ongoing municipal securities investigation, litigation, arbitration or are subject to any subpoena in connection with such investigation, litigation or arbitration. Previous regulatory actions which have been resolved since January 1, 2012, are detailed below, and it is significant to note that in no case has the Proposer's ability to serve as a bond underwriter been restricted. 12/14/2015 15 EST R AAC)A.11 j \JOJ()SA City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ Number: 521381 c) Documentation of the Proposer's participation in the City's recent negotiated sale or the negotiated sales of other municipalities in the State of Florida; and Estrada Hinojosa has not yet had the privilege of participating in the City's negotiated sales. However, Estrada Hinojosa has participated in the negotiated sales of other municipalities including in the State of Florida, as illustrated below. Negotiated Sales Experience Estrada Hinojosa has participated as an Underwriter on 2,452 negotiated transactions, totaling over $244 billion in par amount since inception of the firm. For 2014 and 2015 (thus far) the firm has participated on 226 negotiated transactions totaling more than $36 billion in par amount. Our primary focus is on negotiated financings, although we also participate in competitive financings as well. Recent Negotiated Florida Financings Below please find tombstones representing recent negotiated financings in the State of Florida: as well as case studies. $31.610- Million Miami -Dade County, FL Rickenbacker Causeway Toll Revenue Bonds, Series 2014 Senior Underwriter $43,040 Million City of West Palm Beach, FL Utility System Revenue Refunding Bonds, Series 2012A Underwriter $36.170 Million City of Orlando, FL Wastewater System Refunding and Improvement Revenue Bonds, Series 2013 Underwriter $14.460 Million Northern Palm Beach County Improvement District Water Control & Improvement Refunding Bonds, Unit 9B, Series 2015 Senior Underwriter $223.580 Million Florida Department of Transportation Turnpike Revenue Bonds, Series 2014 Underwriter $239.630 Million School Board of Miami -Dade. County Certificates of Participation, Series 2015B Underwriter Recent Senior Manager Negotiated Florida Sales Experience - Below are a couple of case studies of Estrada Hinojosa's recent Senior Managed Underwriting Experiences in Florida where we were dealing with border line investment grade credits. Northern Palm Beach County Improvement District $14,460,000 Water Control and Improvement Refunding Bonds, Unit of Development No. 9B, Series 2015 • In May 2015, Estrada Hinojosa served as the senior managing underwriter for the Northern Palm Beach County Improvement District's (the "District") $14,460,000 of Water Control and Improvement Refunding Bonds, Unit of Development No. 9B, Series 2015, 12/14/2015 16 ESTRADA•j_j1NOJOSA City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ Number: 521381 • $14,460,000 of the Series 2015 bonds were issued to current refund for savings $18,945,000 of existing District bonds. The refunding generated: o Gross Savings of: $7,884,449 o Present Value Savings of: $1,331,727 or (7.0% of the refunded par) • The Series 2015 bonds were insured by Assured Guaranty Municipal Corp. with a rating of AA (stable) by S&P; the underlying ratings of the bonds were BBB+. MIAMIOADE Miami -Dade County, FL $31,160,000 Rickenbacker Causeway Revenue Bonds, Series 2014 Estrada Hinojosa has had the honor to serve on Miami -Dade County's Underwriting Team since 1993. The firm was awarded the role of Senior Manager for the County's $32,950,000 Rickenbacker Causeway Revenue Bonds which closed in September 2014. The bonds were issued to pay for the infrastructure repairs required to rehabilitate the Bear Cut and West Bridges on the Rickenbacker Causeway, a 3.6 mile causeway providing sole access from the Miami -Dade County mainland to Virginia Key and Key Biscayne. The Rickenbacker Causeway has been operating since 1940 and has been managed by Miami -Dade County, The Causeway operates a one way toll road facility. There are no competing alternatives to the Causeway. The Causeway has a strong track record of toll revenue collections. The Causeway revenues have been previously used to pay off the $5,785,000 Dade County Causeway Revenue Bonds, Series 1941 issued to purchase the causeway and subsequently the $24,450,000 Dade County, Causeway Revenue Bonds, Series 1983 issued to pay for CIP programs to ease traffic delays, including the construction a new five lane high level bridge, and to update the Causeway. The bonds have a Senior Lien Pledge of Net Toll Revenues and Reserves for 29 years. The issue is tax exempt, and has a fully funded DSRF. It received underlying ratings of BBB+ (S&P), and BBB (Fitch). The legal covenants are strong, including a 1.25x Toll Rate Covenant, with 1.5x Additional Bonds Test on Historical Revenues and 1.75x on Forecasted Revenues. The structure included Serial Bonds maturing October 1, 2015-2036 and a Term Bond maturing October 1, 2043. Estrada Hinojosa underwrote the 2015 maturity amounting to $525,000. The True Interest Cost on the issue was 4.27%. A comparable issue on the market was the Miami -Dade Expressway Authority Toll System Revenue Bonds, with higher ratings of A3/A-/A- and it traded with a TIC of 4,22%. It traded with stand-alone ratings of BBB+/BBB, the lowest ratings of bonds the County had ever traded. Our firm was not only able to create a new set of buyers for the County, but the issue was oversubscribed and we were able to re -price for better yield due to the high demand created for the bonds. 12/14/2015 17 ESTI• A A. 1.i1kOJ SA NV G`,i Th9t PVP !s A P.ix C. Ti City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ Number: 521381 d) Provide no less than a list of three (3) references within the past five (5) years for whom similar services were performed. Include the term of the contract, the compensation structures, and include the address, phone number(s) and contact persons within the organization. Estrada Hinojosa believes that strong recommendations from our clients are the most accurate indications of our firm's level of service and expertise. The following are selected client references that will be helpful in assessing our ability to serve the City. 1. Miami -Dade County, FL 2. City of Miami Beach, FL 3. Northern Palm Beach County Improvement District Selected Client References en 4OY1NtYf�p. MIA ` 0 COUNTY a Mr, Charles Parkinson Senior Bond Analyst Mr. Jimmy Morales Ms. Katie Brunk Miami -Dade County, Florida City Manager Finance Director 111 N.W. 1st Street, Suite 2550 Miami Beach, FL Northern Palm Beach County Miami, FL 33128 1700 Convention Center Drive Improvement District (305) 375-5873 Miami Beach, FL 33139 359 Hiatt Drive cpjr@miamidade.gov (305) 673-7010 Palm Beach Gardens, FL 33418 jimmymorales@miamibeachfl.gov (561) 624-7830 Term of Contract 5-Year katie@npbcid.org Period Term of Contract 5-Year Period Compensation Structure: Compensation Structure: Term of Contract 5-Year Period Per Bond Issue Per Bond Issue Compensation Structure: Per Bond Issue e)Relevant experience of the firm and the individuals assigned to the issuer, and the identification and experience of the individual in charge of the day-to-day management of the bond sale, including both the investment banker(s) and the underwriter(s). Relevant Experience of the Firm Estrada Hinojosa has participated as an Underwriter on 2,452 negotiated transactions, totaling over $244 billion in par amount since inception of the firm. The Firm has participated as an underwriter to various cities on 810 transactions totaling over $39.3 billion, and has served as financial advisorto various cities on 887 transactions totaling over $51.1 billion. Please note that the number of transactions should be rated to the number of bankers for true transactional experience. Estrada Hinojosa has been assisting Florida clients since 1993. The Company has been involved in 205 Florida financings, representing over $28 billion in bonds issued. In 2003, the Company's commitment to Florida broadened and intensified with the opening of its Miami Office. Day -to -Day Banker's Experience to serve the City of Miami - Ms. Lourdes Reyes Abadin and Mr. Robert Estrada have been the Lead Bankers on all Florida issues and are well -versed with Florida rules, statutes, procedures, and debt practices. 12/14/2015 18 ESTRADA. NVE SIMt'a \JOJOBA i F J City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ Number: 521381 Ms. Abadin will serve as the Day -to -Day banker on the City of Miami account. She has been involved with the City of Miami since the inception of her Public Finance career in 1988. Originally, she served as the CFO/Deputy Director of Miami Sports and Exhibition Authority (an autonomous agency of the City) funded by Convention Development Taxes, (currently one of the revenue pledges to the Special Obligation Parking Revenue Bonds Series 2010 A). Later, she served the City of Miami CRA as Financial Advisor during her employment with Dain Rauscher (now RBC Capital Markets). Her major role was estimating the financial impacts of the Marlins Stadium when it was being considered to be constructed on land within the CRA. And finally as Comptroller during the City's Financial Crisis in 1996 when Miami was in such financial turmoil that Gov. Lawton Chiles created an Oversight Board to oversee the City's finances and avoid potential bankruptcy. She worked for the City until 1998, but the Oversight Board remained in place for five years. She specialized in investment banking when she joined a Wall Street Firm in 1993. Her work has included developing financial structures, credit enhancement, and development of bond rating presentations, preparation of official documents, and the pre - marketing of bonds. Since joining the firm in 2003, Ms. Abadin has grown our Florida client base, resulting in the acquisition of new financial advisory clients and Estrada Hinojosa being selected as Senior Manager and Co -Manager on several Florida financings. Mr. Estrada is Co -Founder and Senior Managing Director of Estrada Hinojosa & Company, Inc. He is an attorney at law and has extensive experience in the areas of tax exempt securities and investment banking. Colleagues in the industry have recognized Mr. Estrada's stature in the business by electing him to the Board of Directors of the Municipal Securities Rulemaking Board ("MSRB"), served as Chairman of the MSRB during 1999-2000, a past Chairman of the Municipal Advisory Council ("MAC") of Texas. From 1990-1993 Mr. Estrada served on the Board of Directors for the Student Loan Marketing Association ("Sallie Mae") in. Washington, D.C., a $45 billion corporation, including service on the Board's Executive Committee and he recently concluded a term on the Board of Directors for the Federal Reserve Bank of Dallas. Hispanic Business magazine has twice named Bob Estrada among the 100 most influential Hispanics in America. Mr. Nolan is the lead underwriter specifically assigned to lead the City of Miami underwritings. Tom has over 30 years' experience in the municipal business. Originally trained in New York, he has been in Dallas since the mid 1990's and has managed our desk since the early 2000's. Tom heads our Trading Desk efforts. 0 A description of the firm's bond distribution capabilities including the experience of the individual primarily responsible for underwriting the proposed bonds. The firms ability to access both retail and institutional investors should be described, The Firm has excellent relationships with a wide array of institutional buyers, and has been successful in expanding market investors for all major bond issues in which the firm participates. Estrada Hinojosa's distribution capabilities are uniquely suited for the City in the current market environment, as the firm's nationally recognized municipal sales force covers and services first, second, and third tier investors — many of which consider Estrada Hinojosa their "firm of choice" in executing municipal securities trades. In addition, with our desk located in Dallas, Texas, we have connections to institutional investors that may sometimes become overlooked. The Firm's underwriting personnel have extensive experience with municipal tax-exempt and taxable debt obligations, having served as underwriter for a variety of colleges, schools, cities, airports, tollways, port authorities, water and sewer authorities, and other political subdivisions. We have the ability to fully participate within syndicates and underwritings, and distribute and sell bonds. Our staff consists of professionals whose collective public finance experience exceeds 120 years. Our staff has 24- hour, up-to-the-minute access to a variety of market sources central to bond pricings. The professional specifically assigned to this transaction is Tom Nolan. Tom has over 30 years' experience in the municipal business. Originally trained in New York, he has been in Dallas since the mid 1990's and has managed our desk since the early 2000's. 12/14/2015 19 SIR A w H I N.OJOSA IN V SIMENT Ni City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ Number: 521381 Understandin • of Cit a) Describe the Proposer's understanding of the City's financial situation, including ideas on how the City should approach its current financing issues, such as bond structures, credit rating strategies and investor marketing strategies (limit to two pages); and Understanding of the City's Financial Situation - The City of Miami's financial situation is improving. Perhaps, the most significant indications of this are the upgrades to the City's ratings. Fitch Ratings, Moody's Investors Service, and Standard & Poor's all upgraded the City's bond ratings to reflect an upswing in financial strength and a positive outlook. • The rating increases will reduce the City's future cost by strengthening its credit position with future financings. The General Fund has generated an operating surplus since 2011; mainly as a result of an improved real estate market, lower pension payouts and stabilizing leadership. Daniel Alfonso was named Miami's budget director in August 2011 and has risen to the position of City Manager. He has formed a team of professionals that have assisted the City's stable outlook. Continuing concerns are pension and other post employment benefit liabilities and continuing legal proceedings against the City. Bond Structures - The City is growing at a fast pace, resulting in new construction and higher density. This creates greater infrastructure needs requiring additional revenues and increased bonding capacity. Although the City is contemplating paying the majority of its CIP plan from annual operating revenues with only a modest amount of new debt, in today's marketplace of all time low interest rates, local governments can benefit from leveraging with debt to pay for the construction of essential public facilities and engage in a more robust capital infrastructure program that will allow the City to deal with its fast growth and capitalize on the resulting increased revenues to pay for the debt. Although the rating agency reports indicated that the City did not have plans to issue additional bonds, the Special Obligation Bonds (i.e., the Streets and Sidewalks Bonds) continue to experience strong revenue growth. The transportation surtax is a revenue source with additional debt capacity that could be utilized to finance some infrastructure projects. The rating sensitivity related to the street and sidewalks revenue bonds is related to the additional bonds test; however strong coverage is reflected with the Maximum Annual Debt Service Coverage of 2.7x. The City should utilize its cash to create debt service reserves for its future bond issues to strengthen the credits, increase its fund balances, and continue to build reserves to hedge against unforeseen market turns, Credit enhancements are one way to provide security to the investor. From the issuer's standpoint, the benefit of the credit enhancement, in the form of lower interest rates, should be weighed against the cost of the credit enhancement, in the form of higher par amounts, issuance costs and additional revenue pledges. Consistently reviewing the existing debt portfolio for savings is key to increasing bonding capacity. A thorough review of the City's outstanding debt, including the City's GO Debt, should be performed periodically. Refinancing GO debt won't put money in the fund balances, but it will reduce the millage and create bonding capacity. Credit Rating Strategies - A great accomplishment was the City's ability to earn rating upgrades throughout all of its various securities. This resulted from a combination of increased reserves that may have already increased to meet the City's financial integrity ordinance which calls for reserve equal to 20% of the prior three year's average general fund operating revenue. The ordinance resulted from the SEC's 2003 investigation. Although the City's credit ratings have improved, the City's credit strategy should include to seek further credit rating upgrades once the court cases dealing with the reduction of pension costs are resolved. The City should utilize its cash to increase its pension funded ratios, fund balances, and create debt service reserves for its future bond issues to strengthen the credits. Estrada Hinojosa has substantial experience with the major bond rating agencies (Fitch Ratings (Fitch), Moody's Investors Service, Inc. (Moody's), and Standard & Poor's Ratings Group (S&P). Lately, in the market, there is also Kroll 12/14/2015 20 ESTRADA • F=I1 \OJOSA Ndk.NT BANK1:f43 oi, City of Miami, Florida ‘,61 Request for Qualifications for Municipal Bond Underwriting Services RFQ Number: 521381 Bond Rating Agency, Inc. although not carrying as much weight as the historical ones. At Estrada Hinojosa, we work diligently to highlight the credit strength of our clients and work closely with the rating agencies to identify actions that can improve their municipal bond rating and decrease the cost of borrowing. By serving as a liaison to the rating agencies, we often identify areas of improvement, trends such as changes in the job market or demographics, and changes in median income that are sometimes overlooked by rating agency analysts. When helpful, we assist our clients with on -site visits that allow each agency to witness growth and improvement firsthand. We assist our clients in determining how many bond ratings and which bond ratings to obtain in order to broaden the distribution base for the client's bonds. Our clients range from the least creditworthy small community to the most creditworthy large state agency, so we have obtained ratings on a wide range of issuers. Mr. Eaddy, who will be a member of the Proposed Project Team, has firsthand expertise with valuation and credit profiling. His career includes a combined nine years as a senior analyst at MBIA, Standard & Poor's, and Fitch Ratings. If selected as Senior Manager, together with the Financial Advisor, Estrada Hinojosa will assist the client with establishing bond rating goals. Based on these targets, we will advise on the selection of bond rating providers and on the method for obtaining bond ratings, which includes: • Financial, administrative and credit factor consulting • Developing action plans to obtain credit rating goals • Assisting in the development of long-term strategic plans • Assisting with the preparation of presentation materials Case Studies where Estrada Hinojosa Assisted Local Florida Municipalities with their Credit Ratings: Village of Key Biscayne, FL: Moody's Investors Service upgrading the Long Term Issuer Rating from Aa2 to Aa1, Standard & Poor's rating increased from AA- to AA and then again recently from AA to AAA rating. Town of Miami Lakes, FL: first time issuer obtain ratings of AA and AA- from Fitch and Moody's. M AMIALt K Investor Marketing Strategy - Issuers are now selling to a different kind of buyer than they were a couple of years ago. The bond market has underperformed other investments, and retail investors are letting their bonds be called and buying fewer new bonds directly. Meanwhile, banks are increasing their share and as usual the institutional buyers are the big placement force. This means that there are more educated buyers since they have greater research capabilities, therefore, a lower credit rating will not necessarily decrease the demand from hedge fund managers, as long as the bond is investment grade. Other factors like issuer liquidity have become more important than the rating. Estrada Hinojosa's sales force maintains an active and longstanding dialogue with larger institutions, as well as those smaller institutional investors that represent the marginal source of new issue demand and price tension. The daily interaction of our desk with institutional buyers aims to develop a strategic/portfolio dialogue and to identify trading opportunities. Plus, our regular monitoring of the bond market allows us to target specific accounts for the issuer's debt. Daily economic and market data assessments provide unique structuring and pricing challenges, as well as for the distribution of debt. The investors' perception of the City can be improved by providing the markets with complete transparency when assessing the City's future municipal bond offerings. 12/14/2015 21 ESµi RADA. H j NOJOSA tNvtS'MENT v9 NKLSaj City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ Number: 521381 b) Describe the Proposer's understanding of the City's local political, economic, legal and other issues that may affect the proposed financing (limit to two (2) pages). Attached for your reference, on the Header Section of this RFQ, is the City's Capital Plan for FY 2014-15, Miami's Economy - Miami's economy is diversified and is one of the premier tourist destinations and international trade center for the Americas. The City of Miami was one of the cities hardest hit by the sub -prime mortgage crisis. In the past the City's underwriting team consisted of several National Wall Street firms. As it turns out, Miami filed three separate lawsuits against 3 of the firms in its underwriting team, claiming their lending practices violated the federal Fair Housing Act and cost the City millions in tax revenue. During this difficult economic time, the large fund balances of the National Wall Street firms were not available to the City when the City was in need, City's Commitment to Inclusion of M/WBE and Local Firms - The City of Miami has always had a long standing commitment to develop the participation of local minorities and women with meaningful roles in its business practices. Among its efforts to encourage inclusion of local underutilized M/W/SBE firms, the City of Miami has a Small, Minority/Women Purchasing Program which includes as its number one goal and objective to "expend 51% of the total monies used in obtaining City goods and services with Black, Hispanic and Female vendors". Composition of the City's Municipal Bond Underwriting Team A well balanced underwriting team should include firms of national and local scope, including local M/WBE firms. The team should be able to supply sales expertise to both institutional and retail investors. As the par amount of the bond issue increases, so too should the number of participating firms, especially local firms. Marine Stadium — The City of Miami Marine Stadium hosted many world -class powerboat events. With a floating stadium, it also hosted various events ranging from classical to rock concerts, as well as other events such as boxing matches, etc. The Stadium was declared unsafe following Hurricane Andrew in 1992. Since then the stadium has been abandoned. In 2008 an effort was commenced to look into restoring the stadium. In 2012 the Miami City Commission approved a Memorandum of Understanding and Resolution to create a partnership between Friends of Miami Marine Stadium, MSEA and the City of Miami. Currently the Marine Stadium faces a Request for Variance by National Marine Manufacturer's association, for an Annual Boat Show and the issuance of a permit relating to the use of the FEC slip as a water taxi stop at the resistance of the Village of Key Biscayne residents due to traffic and environmental concerns. Although the application request is for 10 years, DERM is recommending a 3 year permit. The City of Miami has authorized a bond issue to pay for improvements to a 15 acre area outside the waterfront stadium. Should the County approve the Variance Request and Permit, the boat show should produce a positive revenue source for the City of Miami with $1.1 million per year in rent plus have of net concessions and parking sales from the five-day event. Soccer Stadium- Major League Soccer (MLS) owners were very supportive of Miami Beckham's United Is plans to build a soccer stadium in the City of Miami. David Beckham has succeeded in bringing Major League Soccer back to Miami. The agreed -upon site in the Overtown district will enable the construction of a privately funded 25,000 seat arena at an estimated cost of $250 million, Since the land will be owned outright, the group will be eligible to pay property taxes, which may provide the City with an additional revenue source. Although the location is relatively close to downtown and has great public transport links, Overtown is currently a location where fans will not feel free to walk. There are still some hurdles to overcome, such as the price for the land, approval of the Board of Miami -Dade County Commission. SEC Investigations - The U.S. Securities and Exchange Commission ("SEC") accused the City and its former Budget Director for making material misrepresentations about internal fund transfers leading up to three 2009 bond offerings. The three 2009 bond offering were for street, sidewalk, neighborhood and security improvements, as well as refinancing of employee pension bonds. The SEC filed civil securities fraud charges and other disclosure violations against the City in connection with these bonds. The SEC investigation revealed that money was transferred from the capital budget into the general fund to cover growing deficits in the operating budget and falsely drive up reserves reported in the City's 2007 and 2008 financial statements. The transfers enabled the City to meet its own requirements for general fund reserves, which resulted in the City's bond offerings 12/14/2015 22 ES""RADA• Hj \OJOSA iNVE `:Y P}4;h1 Mi Ato0'�2'; City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ Number: 521381 to be rated positively by the rating agencies. The general fund balances is one of the key indicators of financial health, therefore, these transfers led to misrepresenting the City's finances to bond investors. This marked the second time the City has been penalized by the SEC for violating securities laws. In 2001, the SEC concluded that Miami had inappropriately moved funds from its capital budget to its general fund to show a balanced overall budget before issuing $116.5 million in bonds. A judge issued the cease -and -desist order in 2003 prohibiting the City from engaging in similar transfers. Y�1 Marlins Stadium Parking Bonds —The City of Miami issued $84,540,000 Tax -Exempt Special Obligation Parking Revenue Bonds and $16,830,000 of Taxable Special Obligation Parking Revenue Bonds. These bonds were issued to finance the cost of parking and ancillary facilities including retail space, surface lots and parking structures located adjacent to the Marlins Baseball Stadium. The bonds included capitalized interest thru Jan. 1, 2012 and a Reserve Fund amounting to half of the reserve requirement. A surety instrument was purchased to fund the remaining half of the reserve requirement. The investment on the Reserve Fund should continually be monitored to minimize negative arbitrage. Furthermore, the bonds were insured by Assured Guaranty Municipal ("AGM"). Insuring the bonds increased the ratings to AAA/Aa3, from the underlying ratings of BBB+/A2/A-. AGM's ratings have since been downgraded, thereby downgrading the City's outstanding bonds as they trade in the secondary market. Although this will not affect the City directly, the City's outstanding bonds are currently trading with a weaker credit than when originally issued. The pledged revenues included the Convention Development Tax, Parking Revenues and Parking Surcharge. The City also committed to budget and appropriate Non -Ad Valorem Revenues of the City if the Revenue Fund had a deficiency in the funding of the Annual Debt Service Requirement. The public funding deal, which was reached without a public referendum, came as South Florida faced increasing pressures with high unemployment and a downturn in the economy. The recall of Miami -Dade County Mayor Carlos Alvarez was in part driven by his support for the ballpark plan. The bonds were sold in 2010, a time when the global credit markets were still recovering. With construction of the stadium underway, Miami had to take the best terms it could. Holding back on construction until the City and Miami -Dade County had enough money to avoid the premium of capitalizing interest may have resulted in increasing costs of interest rates and construction, which may have offset any savings on the borrowing side. The dollar totals probably won't look quite as intimidating in future years. Inflation works in a borrower's favor, as hotel revenues increase while the City's debt payments remain fixed. Financial Urgency - Miami's financial urgency declared in 2010 was the result of events established long before the current administration took office. As property taxes poured in from 2005 through 2007, the City's reserves were diminishing, mostly to pay for escalating pension costs. In 2003 the City had fund balances of $141 million. Ten years later this number had been reduced to $10 million, The Florida financial urgency laws enabled the City to impose a $76.9 million in general fund contract reduction effective for fiscal 2011. The Florida Supreme Court has recently agreed to the union's request to hear a case seeking reinstatement of the contract modifications after the City had been successful defended its position before the Public Employees Relations Commission (PERC), an independent body created by the state to hold hearings and resolve disputes about bargaining units and unfair labor practices. If overturned, the reinstatement of contracts is estimated to cost $150 million. Conclusion An incredible advantage to the City is its geographical location and climate which has resulted in a diversified economy, and Miami has come to be known as the "Gateway to the Americas". These attributes and political instabilities of surrounding nations have assisted the South Florida economy to recover at a faster pace than the rest of the Nation. In spite of the economic difficulties the City continues to grow at a faster pace than most of its surrounding cities and has always met their debt service obligations. Estrada Hinojosa would always support the City, even during times of controversy and/or difficult economic environments. 12/14/2015 23 EST RAC A$HjI\c JOSA INV;" tY F,YR ALIKE fi+ City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ Number: 521381 Descri ' tion of the A A. o roach to Providin s Services Re • uested in the Solicitation Provide a synopsis the Proposer's process and procedures, the standards it adheres to, and its general philosophy to the underwriting process. Describe how the Proposer views the roles of the other parties, such as the client, in the process. Process and Procedures Estrada Hinojosa employs the "team concept" in servicing our clients. By assigning multiple members to an account, our clients are assured of maximum attention to their particular needs. Ms. Abadin and Mr. Estrada, as Co -Lead Bankers, would be available 100% for any meetings or consultations. The members of our trading and underwriting team would be available to develop a successful marketing plan, to provide structuring ideas, and, of course, to execute the final sale and underwriting of the bonds. The other professionals would be available to serve as backups on an as -needed basis. Following are key components of our process and procedures, standards, and general philosophy to the underwriting process: Marketing Considerations - Estrada Hinojosa's underwriting and sales professionals underwrite, trade, and sell every type of municipal security. Our trading desk assists the client and the financial advisor in developing marketing plans which entail prompt and frequent communication with investors, including distribution of the preliminary official statement and discussion of preliminary pricing and structuring ideas, We also discuss with our clients several specific strategies for enhancing interest in the proposed bond issue, including conducting investor conference calls or information meetings, preparing information reports that describe the clients bond issue and credit position, and targeting calls and mailings to current bondholders who may be particularly interested in the proposed bond issue. The goal is to attract the broadest base of investors in order to achieve the most cost effective financing possible. Some key factors that Estrada Hinojosa would consider in its marketing plan for the bonds are as follows: • Determine the market of potential buyers for these bonds and work closely with them to assess their preference as to maturities, call features, structure, etc. • Educate the salespeople about the issue • Disseminate information to all potential investors • Internet marketing • Consider benefit of retail -only order period • Flexible takedown Distribution Capabilities - Estrada Hinojosa has a nationwide network for the distribution of bonds. Our sales professionals have established relationships throughout the country, and Estrada Hinojosa has always performed on every underwriting syndicate by distributing bonds and underwriting when necessary to back up the issuer. Estrada Hinojosa has demonstrated an ability to distribute bonds and a willingness to commit capital. Our sales personnel enjoy relationships with key institutional investors throughout the nation, and our municipal trading and underwriting desk possesses up-to-the-minute pricing information. As Senior Manager, the Firm has a proven track record of establishing an effective marketing plan and successfully placing bonds. Additionally, the Firm is not afraid to use its capital and has never failed to underwrite the balance of an offering. Estrada Hinojosa has two major roles to play as it ensures its participation in the pool. First and foremost is to explain the bond financing and credit information to prospective customers. This will result in directly acquiring orders on behalf of the syndicate. Second, and equally important, we discuss the credit with all our major institutional buyers. This serves to reinforce the strength of the issue. It also makes certain no customers are inadvertently missed by the Senior Manager and left without an opportunity to participate in the transaction. Volume and Percent of Sales Retail Other 1% 5% Other Institutions 80% Bond Funds 14% 12/14/2015 24 ESTRADA ► }_I 1 NOJOSA t�; City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ Number: 521381 Although individuals buy substantial numbers of municipal bonds, they purchase municipal bonds through managed money, trust accounts, and mutual funds, which are some of the types of investors we serve. Nevertheless, for a primary offering, the importance of institutional investors cannot be overstated because institutional investors purchase the majority of municipal bonds offered in the primary market, • Retail coverage will include investment advisors and bank trust departments who represent individual investors. • Money managers also have individual accounts, and will have strong interest, • Major institutions will be large buyers because the issue offers size and liquidity. This, combined with retail investors' orders, will lessen any price pressures, as it positively affects the supply of bonds. Marketing Plan - Retail Investors In today's market, we would suggest establishing a "retail -only" order period either during the pricing or ahead of the institutional pricing. Establishing a two-day order period with an entire retail pricing day the day before institutional pricing may not be warranted depending on the size of the transaction. However, the importance of a retail order period cannot be overlooked. The percentage of retail distribution cannot be quantified without having a clear picture of the yield curve, market conditions at the time, demand for a specific credit, and the calendar of other issuances on or near the pricing. Estrada Hinojosa sells directly to traditional institutional investors and reaches retail investors through money managers, trust departments and bond funds. Although individuals buy substantial numbers of municipal bonds, they quite often purchase municipal bonds through these various sources ("institutional retail") rather than directly from a syndicate member. In an effort to increase going -away orders, we focus on these investors, with less focus on other broker/dealers that are solely buying to resale the securities at a later date. Marketing Plan - Targeted Buyers The chart below illustrates generally where we would expect to see investors along the curve. Retail as a group typically would be active in the maturities out to ten years and the part of the yield curve with the maximum yields although as of late we have seen them all along the yield curve. Institutional investors have been focused on the short to intermediate and long end of the curve. It has been difficult to attract investors to the middle of the curve lately. For the City's contemplated offerings, we would target a combination of institutional and retail investors, as we believe this will ensure the widest distribution of bonds and stimulate healthy competition among investors. Tax Exempt Money Market Funds 4104. Corporate Cash Managers Investment Advisors Retail Intermediate Bond Funds Bank Trust Department Insurance Companies Long Term Bond Funds Crossover Buye rs N M In le r 00 al CS N N m d' u1 GO - fb NI en en N m q 1!1 GO r' en el 6 a'l N .' e'I 0 0 0 W rt 0 N N N N N N e' N N N en m m m m m M m en e, tl' o o N N N N N N 40 N N N N N N N N N N N N N N N N N- N N N N. N N N N Syndicate Structure/Makeup - A well balanced syndicate of underwriters will consist of the Senior Manager, complemented by a national (Wall Street) firm with broad retail distribution and a good reputation for placing bonds with large institutions; then a regional firm with a strong Florida base (or presence) and at least two SBE/MBE firms with proven experience in placing orders and putting away bonds. As the dollar volume of the transaction increases, additional co -managers can be added or the formation of a selling group considered. In either case, the Senior Manager should be allocated no more than 45-50% of the economics of the deal. This leaves a meaningful portion of the economics to divide among the Co -Senior and the Co -Managers as an incentive to aggressively market the transaction. An allocation policy that rewards the whole syndicate is always most advantageous to the issuer. 12/14/2015 25 ES RADA w j...j j NOJOSA NJ S7MtNT NANKF+.�.` City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ Number: 521381 Role of the Client Other than the obvious (i.e., providing accurate information, going thru due diligence, etc.) the clients' role is defined by the client. Some clients delegate more than others, but the client should control the makeup of the syndicate and the incentives by establishing proper syndicate order priority rules, such that it creates a fair environment where the revenue opportunity is equivalent to the liability position taken by each of the syndicate members to support the issue. At Estrada Hinjosa being compliant with all regulatory requirements and serving the client with innovative and thorough financial analysis with a level of quality that will compel the client to hire us back as their Senior Manager. As the Senior Manager we will develop a structure and marketing strategy, lead the syndicate, work with Financing Team on preparation of bond documents, work along with FA on rating and/or credit enhancement presentations, advise as to market conditions, pricing and timing of the bond sale and execute the bond sale. Priority of Orders/Designation Policy - The issuer's goal is to enhance the distribution of their issue while achieving the lowest possible net interest cost. To this end, the Issuer must control the makeup of the syndicate and accurately manage the incentives for the syndicate. Performance is driven by incentives. Just as there are a number of factors considered when selecting firms for an underwriting syndicate, Issuers can control incentives by establishing proper syndicate order priority rules to achieve the financing goals. Retail order priority aside, the two types of priority orders that Issuers can choose from to drive the Syndicate incentives are "Net Designated" or "Group Net". 1. Under "Net Designated" results accomplished by Co -Managers are often difficult to measure because, despite the amount of time spent discussing a transaction with investors, investors normally direct their orders through the Senior Manager. It is not in the economic interest of the Senior Manager to allocate designated orders through any other firms in the syndicate; and Buyers realize they diminish their chance of being allocated bonds by giving the order to any firm other than the Senior Manager. Additionally, investor designations are normally not based on the solicitation made on the current transaction, but rather who is more likely to be Senior Manager on future deals and thus have the ability to allot bonds for that investor. 2. When choosing "Group Net" orders as the priority of orders, the Issuer establishes each firms syndicate Liability percentage and Takedown allotment percentages for priority orders (percentages are typically equal), There is a common misconception that when using Group Net as priority that salespeople will sit back and wait for a payout. This is incorrect. Salespeople are responsible for specific investors. As previously mentioned, they are only compensated when bonds are purchased by the accounts they cover. They DO NOT receive credit for any of the compensation relating to investors covered by other salespeople in their Firm. Thus their incentive is to keep their accounts informed and to generate orders for the transaction. Conclusions - In summary, in Net Designated transactions, the Issuer has its say in establishing a firm's Syndicate liability, maximum percentage payouts on designations, and on the number of firms designated, The Investor controls and has sole discretion over the allocation of the takedown and thus the majority of the economics of the transaction. These factors influence an Investors decision on firm designations and are often unrelated to the performance of the salespeople or firms on the transaction at hand. In Group Net transactions, on the other hand, the Issuer controls the liability, the economics and allocation of takedown among the members of the Syndicate. Salespeople from all the members of the Syndicate are motivated to market the Issuer's bonds to the broadest market of potential investors in an effort to generate orders and receive commissions. 12/14/2015 26 ESRADA ° HI NO) SA r0YP :;t Nft NT RANKli R. City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ Number: 521381 Trade Secrets Execution to Public Records Disclosure All Proposals submitted to the City are subject to public disclosure pursuant to Chapter 119, Florida Statutes, An exception may be made for "trade secrets," If the Proposal contains information that constitutes a 'trade secret', all material that qualifies for exemption from Chapter 119 must be submitted in a separate envelope, clearly identified as "TRADE SECRETS EXCEPTION," with the Proposer's name and the RFQ number marked on the outside, Please be aware that the designation of an item as a trade secret by you may be challenged in court by any person, By your designation of material in your Proposal as a "trade secret you agree to indemnify and hold harmless the City for any award to a plaintiff for damages, costs or attorneys fees and for costs and attorney's fees incurred by the City by reason of any legal action challenging your claim. Estrada Hinojosa & Company, Inc. affirms that this proposal response does not contain information that constitutes a "trade secret." 12/14/2015 27 EST RADA° HINO)OSA �N',' SrMINT 8AN1(ER . Appendix A: City of Miami Local Office Certification Form ESTRADA IIIN()J()wi\ CITY OF MIAMI LOCAL OFFICE CERTIFICATION (City Code, Chapter 18, Article III, Section 18-73) Solicitation Type and Number: RFQ No. 521381. (i.e. IFQ/IFB/RFP/RFQ/RFLI No, 123456) Solicitation Title: Request for Qualifications for Municipal Bond Underwriting Services Estrada Hinojosa & Company, Inc. (Bidder/Proposer) hereby certifies compliance with the Local Office requirements stated under Chapter 18/Article III, Section 18-73, of the Code of the City of Miami, Florida, as amended. Local office means a business within the city which meets all of the following criteria: (1) Has had a staffed and fixed office or distribution point, operating within a permanent structure with a verifiable street address that is located within the corporate limits of the city, for a minimum of twelve (12) months immediatelypreceding the date bids or proposals were received for the purchase or contract at issue; for purposes of this section, "staffed" shall mean verifiable, full-time, on -site employment at the local office for a minimum of forty (40) hours per calendar week, whether as a duly authorized employee, officer, principal or owner of the local business; a post office box shall not be sufficient to constitute a local office within the city; (2) If the business is located in the permanent structure pursuant to a lease, such lease must be in writing, for a term of no less than twelve (12) months, been in effect for no less than the twelve (12) months immediately preceding the date bids or proposals were received, and be available for review and approval by the chief procurement officer or: its designee; for recently -executed leases that have been in effect for any period less than the twelve (12) months immediately preceding the date bids or proposals were received, a prior fully -executed lease within the corporate limits of the city that documents, in writing, continuous business residence within the corporate limits of the city for a term of no less than the twelve (12) months immediately preceding the date bids or proposals were received shall be acceptable to satisfy the requirements of this section, and shall be available for review and approval by the chief procurement officer or its designee; further requiring that historical, cleared rent checks or other rent payment documentation in writing that documents local office tenancy shall be available for review and approval by the chief procurement officer or its designee; (3) Has had, for a minimum of twelve (12) months immediately preceding the date bids or proposals were received for the purchase or contract at issue, a current business tax receipt issued by both the city and Miami - Dada County, if applicable; and (4) Has had, for a minimum of twelve (12) months immediately preceding the date bids or proposals were received for the purchase or contract at issue, any license or certificate of competency and certificate of use required by either the city or Miami -Dade County that authorizes the performance of said business operations; and (5) Has certified in writing its compliance with the foregoing at the time of submitting its bid or proposal to be eligible for consideration under this section; provided, however, that the burden of proof to provide all supporting documentation in support of this local office certification is borne by the business applicant submitting a bid or proposal, 1 FORM -City of Miami Local Office Certification 7/22/2013 PLEASE PROVIDE THE FOLLOWING INFORMATION: Bidder/Proposer Local Office Address: 2937 SW 27th Avenue, Suite 200B, Miami, FL 33133 Does Bidder/Proposer conduct verifiable, full- time, on -site employment at the local office for a minimum of forty (40) hours per calendar week? X YES NO If Bidder/Proposer's Local Office tenancy is pursuant to a lease, has Bidder/Proposer enclosed a copy of the lease? X YES NO N/A Has Bidder/Proposer enclosed a copy of the Business Tax Receipt (BTR) issued by the City of Miami and Miami -Dade County? City of Miami: X YES NO Exempt Cite Exemption: Miami -Dade County: x YES NO Exempt Cite Exemption: Has Bidder/Proposer enclosed a copy of the license, certificate of competency and certificate of use that authorizes the performance of Bidder/Proposer's business operations? X YES NO Bidder/Proposer's signature below certifies compliance with the Local Office requirements stated under Chapter 18/Article 111, Section 18-73, of the Code of the City of Miami, Florida, as amended. Estrada Hinojosa & Company, Inc, / Robert A. Estrada Print Name (Bidder/Proposer Authorized Representative) Signature Date 2 FORM -City of Miami Local Office Certification 7/22/2013 STATE OF FLORIDA T2-x4 COUNTY OF DALLa S Certified to and subscribed before me this ) 40flay of DeGe lige , 20) , by fobevf !� . Eshradcv (NOTARY SEAL) r (Signature of Notary Publi:rate of Merida) lzepi (Name of Notary Typed, Printed, or Stamped) Personally Known OR Produced Identification Type of Identification Produced 3 FORM -City of Miami Local Office Certification 7/22/2013 LEASE AGREEMENT THIS LEASE AGREEMENT dated as of the date first set forth below (this "Lease"), is entered into by and between GkOBRO INVESTMENTS, L.L.C., a Florida limited liability company ("Landlord"), and ESTRADA HINOJOSA & COMPANY, INC., a Texan corporation ("Tenant"). Landlord and Tenant hereby agree as follows: BASIC LEASE TERMS 1. BASIC LEASE INFORMATION AND EXHIBITS. The following terms as used herein shall have the meanings provided in this Section 1, unless otherwise specifically modified by provisions of this Lease: (a) Lease Date: March 7th, 2013 (b) Tenant: Estrada Hinojosa & CQmpany, Inc. (c) . Address .of Tenant; 1717 Maim; Suite 4700 Dallas. Texas, 75201 *After the Commencement Date, all notices under this Lease shall be sent to Tenant at the Premises as set forth herein. (d) Landlord: Orobro Investments, L.L.C. (e) Address ofLandlord: Notices under this Lease should be directed to: 616 North Island Drive Golden Beach, FL 33160 Rent payments should be sent to: 616 North Island Drive Golden Beach, FL 33160 (f) Premises: Approximately 712 net rentable square feet in the Building (defined below) known as Suite 200B, as shown on Exhibit B .attached hereto. (51- omce Lease 1 gXi1BiT E Direct Operadng Expense Bill Grobro Investments,LLC Please consider this formal notice as per the terms of your lease that effective May I , 2013 your payment for Direct Operating Expenses shall be Seven Hundred ggd. Thirty Nine and 58/100, Dollars. ($739.58) Ist month plus applicable tax. This amount will be subject to the review and/or change, as per Section 4(b)(iv) of this Lease. Office Damsel EXHIBIT E (g) baling: The building located at 2937 SW 27s' Avenue, Coconut Grove, FL 33133; situated on the land legally described in Exhibit A attached hereto (the "Land"). (h) Three (3) years commencing on May 1st, 2013 (the "Commencement Date") and terminating at midnight on April 30st, 2016 (the "Termination Date") (i) Basic Rent: Months: Monthly Rent*: 01-12 $717.64 13-24 $749.93 25-36 $783.68 *plus applicable. sales and use tax (j) Additional Rent: All other costs, other than Basic Rent, payable by , Tenant to Landlord hereunder. (k) Limit on _Direct Operating Five percent (5%) per annum (exclusive of Building expenses Increases: insurance, Water and Sewer charges, and Real Estate Taxes,Trash Removal), calculated on a non- cumulative basis. (l) Advance Rent: Tenant has paid One Thousand Three Hundred and Sixty -Nine and 60/100ths Dollars ($1369.60) consisting of the first month' Basic Rent and Additional Rent including sales tax. (m) Base Year: 2012 (n) Security Deposit: Tenant has paid Seven Thousand Two Hundred and 00/100 Dollars ($7200.00) Net Rentable Square Approximately 712 Net Rentable Square Feet. Feet in the ('remises R:Qn1b.1 Feet in the Building Permitted Use: General office use, and for no other use or purpose without Landlord's prior written consent, Approximately 38,235 Net Rentable Square Feet. office Leant 2 Party Responsible , for Tenant through Direct Operating Expenses Janitorial Services: Parking: Tenant's Proportionate Share: Landlord',0 Broker: Tenant's Broker: Exhibits: Two (2) parking spaces will be provided for Tenant's use through out the term of the lease at no cost to them as long as they are not in default under the terms of the lease. One and 86/10 the percent (1.86%). None None Exhibit A - .Legal Description of Land Exhibit B: Floor Plan of Premises Exhibit C - Tenant Improvement Work Letter Exhibit D r Rules and Regulations Exhibit E — Direct Operating Expense Letter 2. ?REMISES. (a) Generally. Landlord does hereby lease to Tenant, and Tenant does hereby lease from Landlord, upon the terms and conditions herein set forth, the Premises described in Section 1 hereof and Exhibit B attached hereto, located on the Land more particularly described on Exhibit A attached hereto. Landlord represents to Tenant that (i) fee title or a leasehold interest in the Premises is vested in Landlord, and (ii) Landlord has the authority to enter into this Lease and its execution and delivery by Landlord has been duly authorized (b) Measurement of Premises. By its acceptance of possession of the Premises, and the commencement of rent payments by Tenant, Tenant hereby confirmsthat it has had a full and adequate opportunity to inspect, examine and measure the Premises. As a result, Tenant hereby irrevocably stipulates that the square footage of the Net Rentable Square Feet of the Premises, as set forth in Section 1(m) above, is true and accurate. Tenant further stipulates that such square footage calculation shall not be subject to question, interpretation, or modification during the Term hereof, or any extensions or renewals of this Lease, notwithstanding any subsequently discovered discrepancy, regardless of kind or amount, between the actual square footage or the Net Rentable Square Peet of the Premises, and the square footage calculation set forth in Section 1(m) above. The term "Net Rentable Square Feet of the Premises", as used herein, shall refer to (i) a single tenancy floor, all space measured from the inside surface of the outer glass of the Building to the inside surface of the opposite outer glass of the Building, excluding only the areas ("Service Areas") within the outside walls used for building stairs, fire towers, elevator shafts, flues, vents, pipe shafts and vertical ducts, but including any such areas which are for the specific use of the particular Tenant such as special stairs or elevators, and (ii) a multi -tenancy floor, all space with the inside surface of the outer glass enclosing Tenant occupied portion of the floor and measured to the midpoint of the walls separating areas leased by or held for lease to other tenants or ;From areas devoted to corridors, elevator foyers, restrooms and other Office Lease] 3 62.11.12, similar facilities for the use of all tenants on the particular floor (hereinafter sometimes called "Common Areas") but including a proportionate part of the Common Areas. No deductions from the Net Rentable Square Feet of the Premises are made for columns necessary to the Building. The Net Rentable Square Peet of the Premises and in the Net Rentable Square Feet of the Building have been calculated on the basis of the foregoing definition and are hereby stipulated above as to the Premises whether the same should be more or less as a result of minor variations resulting from actual construction and completion of the Alterations to the Premises. 3. COMMENCEMENT AND EXPIRA ION DATES. Unless otherwise terminated as provided under this Lease, the Term of this Lease shall commence on the Commencement Date as set forth in Section 1 hereof, and terminate on the Termination Date as set forth in Section 1 hereof If for any reason Landlord cannot deliver possession. of the Premises to Tenant, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the Termination Date, but in such case Tenant shall not be obligated to pay Rent until possession of the Premises is tendered to Tenant 4. RENT. (a) Payment of Rent. Tenant shall pay Landlord the Advance Rent as set forth in Section 1 hereof for the first installment of Basic Rent on the date of mutual execution hereof. With the exception of the .first installment of Basic Rent, which amount shall have been paid as Advance- Rent, Tenant shall pay Landlord without notice or demand the Basic Rent stated in Section 1 hereof without deduction, setoff, counterclaim, or offset on the first day of each calendar month during the Term. Nothwithstanding the foregoing, the Rent (as defined below) shall not be deemed late in the event Landlord receives the Rent no later than the fourth day of the respective calendar month. Basic Rent and Additional Rent (together, the "Rent") for any partial month shall be prorated in proportion to the number of days in such month. Landlord may, at its option, accept partial payments of Rent without waiving any rights concerning the existence of any Event of Default under this Lease, which default shall serve and continue unaffected by the receipt of any such partial payment. Tenant agrees that if any part of the Basic Rent, Additional Rent or any other charges due hereunder shall remain due and unpaid for the seven (7) days after written notice from Landlord to Tenant, Landlord shall have the option, without further notice to Tenant, (in addition to all other rights and :remedies available to it by law and in equity) of evicting Tenantand simultaneously accelerating and declaring the balance of the entire rent for the entire Term of the Lease to be immediately due and payable. In the .event of such acceleration upon default in payment, Tenant shall remain liable for all expenses incurred by Landlord and the full balance due on the Lease, subject only to credit for rent received on reletting of the Premises. Any notation or restrictive endorsement on any check or accompanying writings from the Tenant shall be invalid and ineffective as against Landlord, and Landlord shall be free to accept and/or apply any partial payment to Tenant's account, as it sees fit, notwithstanding such restrictive endorsement or notation. (b) Taxes and Direct Operating Expenses as Additional Rent, (i) Taxes. In addition to the I3asic Rent defined in Section 1 hereof, Tenant shall pay to Landlord Tenant's Proportionate Share defined in Section 1 hereof, of all Taxes under this Section as "Additional Rent." "Twee" as used herein shall mean all federal, state, county, or local governmental, special district, improvement district, municipal or other political subdivision taxes, fees, levies, assessments, charges or other impositions of every kind and nature, whether foreseen or unforeseen, general, special, ordinary or extraordinary (unless required to be paid by Tenant elsewhere under this Lease), respecting the Building or Land, including without limitation, real estate and other ad Office Lease' 4 valorem taxes, general and special assessments, interest on any special assessments paid in installments, transit taxes, water and sewer rents, taxes based upon the receipt of rent including, without limitation, gross receipts taxes applicable to the receipt of rent, personal property taxes imposed upon the fixtures, machinery, equipment, apparatus, systems and equipment, appurtenances, furniture and other personal property used in connection with the Building or Land which Landlord shall pay during any calendar year, any portion of which occurs during the Term (without regardto any different fiscal year used by such government or municipal authority). Notwithstanding the foregoing, Taxes shall not include excess profits taxes, franchise taxes, gift taxes, capital stock taxes, inheritance and succession taxes, estate taxes, federal and state income taxes, and other taxes to the extent applicable to Landlord's general or net income (as opposed to rents, receipts or income attributable to operations at the Building or Land). If the method of taxation of real estate prevailing at the time of execution hereof shall be, or has been altered, so as to cause the whole or any part of the taxes now, hereafter or theretofore levied, assessed or imposed on real estate to be levied, assessed or imposed on Landlord, wholly or partially, as a capital levy or otherwise, or are measured by the rents received therefrom, then such new or altered taxes attributable to the Building or Land shall be included within the term `Taxes", except that the same shall not include any enhancement of said tax attributable to other income of Landlord. Landlord may include in Taxes any Wool, out-of-pocket expenses incurred by Landlord in attempting to protest, reduce or minimize Taxes (including without limitation, reasonable fees for attorneys, consultants, appraisers and other experts) in the calendar year such expenses are paid. (ii) 'Direct QperatingExpenses. In addition to the Basic Rent, Tenant shall pay to Landlord Tenant's Proportionate Share of all Direct Operating Expenses (as defined below) under this Section as "Additional Rent." "Direct Operating. Expenses" as used herein shall mean all expenses, costs and amounts of every kind and nature which Landlord shall pay during any calendar year any portion of which occurs during the Term in connection with the management, repair, maintenance, replacement, insurance and operation of the Building and Land, including, without limitation, any amounts paid for: (a) utilities, including but not limited to electricity, power, gas, steam, oil or other fuel, water, sewer, lighting, heating, ventilatingand air conditioning ("BVAC"), (b) permits, licenses and certificates necessary to operate and manage the Building and Land, and costs of complying with other legalrequirements, including, without limitation, the Americans With Disabilities Act, (c) insurance applicable to the Building and Land, which may include without limitation, commercial generalliability insurance for personal injury, death, property damage, defamation and false arrest, "all risk" insurance on the Building, including without limitation, windstorm, earthquake, flood, boiler and rent loss coverage, worker compensation and employer liability insurance ("wilding Insurance"), (d) supplies, materials, tools,. equipment, and vehicles used in the operation, repair, maintenance and security, floor care and cleaning, landscaping, and other services for the Building and Land, including rental, installment purchase and financing agreements therefor andinterest thereunder, (e) accounting, legal, inspection, consulting and other services, (f) wages, salaries, bonuses, and other compensation and benefits for any manager, personnel and other parties engaged in the operation, maintenance or security of the Building and Land, and employer's Social Security taxes, unemployment taxes or insurance, and any other taxes which may be levied on such wages, salaries, compensation and benefits, data or payroll processing expenses relating thereto (if the manager or other personnel are located off -site and handle other properties, the foregoing expenses shall be allocated appropriately between the Building and such other properties), (g) payments under any easement, operating agreement, declaration, restrictive covenant, or instrument pertaining to the sharing of costs in any development of which the Building or Land is a part, (h) alarm monitoring and security service, janitorial service, trash removal, removal of ice and snow (and salting and sanding in connection therewith), (i) parking surcharges or fees that may result from any environmental or other law or guideline, and the cost of obtaining, providing and operating public transportation or shuttle bus officd teasel 5 systems to bring customers or workers to or from the Building if required by such laws or guidelines, or if otherwise deemed desirable by Landlord, (j) appropriate reserves for covering uninsured portions, including deductible amounts, of casualty damage and general liability claims relating to the Building and Land, (k) operation, maintenance, repair, installation, replacement, inspection, testing, painting, decorating. and cleaning of: (i) elevators, escalators, fire exits and stairways, (ii) sidewalks, curbs, gutters, guardrails, bumpers, fences, flagpoles, flags, banners, bicycle racks, Building identification and pylon signs, directional signs, traffic signals and markers, including those located otl=site but installed for the benefit of the Building, (ili) parking structures, parking lots, loading and service areas and driveways (including sweeping, cleaning, re -striping, repairing, sealing, re -surfacing and replacement), (iv) storm and sanitary drainage systems, including disposal plants, lift stations and detention ponds and basins, (v) irrigation systems, (vi) any systems and equipment, (vii) interior and exterior planting, replanting and replacement of flowers, shrubbery, plants, trees, grass, sod and other landscaping, (viii) all portions of buildings, both interior and exterior, comprising the Building and Land, including without limitation, all common areas and fixtures, equipment and other items therein or thereon, including but not limited to floors, floor coverings, corridors, ceilings, foundations, walls, wall -coverings, restrooms, lobbies, canopies, skylights, trash and ash cans and receptacles, trash compactors, planters, waterfalls, fountains, pools, benches, furniture, doors, locks and hardware, windows, glass and glazing, and (ix) gutters and downspouts, roof fleshings and roofs (including repairs and replacements), and (1) Landlord's general off -site overhead and compensation and related expenses for the manager and other aforementioned expenses, (iti) Exclusions front Airect OperatingExpenses. 'Notwithstanding the foregoing, Direct Operating Expenses shall not, however, include: (1) interest and amortization on mortgages, and other debt costs or ground lease payments, if any, except as provided herein;. depreciation of buildings and other improvements (except permitted amortization of certain capital expenditures as provided below); improvements, repairs or alterations to spaces leased to other tenants; the cost of providing any service directly to and paid directly by, any tenant; costs of any items to the extent Landlord receives reimbursement from insurance proceeds or from a third party; and (II) capital expenditures, except those: (a) made primarily to reduce Direct Operating Expenses, or to comply with any laws or other governmental requirements, or (b) for repairs or replacements (as opposed to additions or new improvements, except that Landlord shall be permitted to include new improvements involving pylon or other signs for the Building or the upgrading or addition of lights in the parking and other common areas); provided, all such permitted capital expenditures (together with reasonable finance charges) shall be amortized over their useful life. Tenant shall be responsible for Tenant's Proportionate Share of such permitted amortization of capital expenditures during the Term, including any remaining amortization of permitted capital expenditures made prior to the Commencement Date. (iv) Calculation & Payment. (I) Tenant's Proportionate Share as used herein shall mean the ratio the Rentable Square Footage of the Premises bears to the Rentable Square Footage of the Building, as defined in Section 1 hereof. Upon the first anniversary of the Commencement Date, Landlord may reasonably estimate inadvance the amounts Tenant shall owe for Taxes and Direct Operating Expenses for any full or partial calendar year of the Term. In such event, Tenant shall °pay such estimated amounts, on a monthly basis, on or before the first day of each calendar month, together with Tenant's payment of Basle Rent, Office Lease' 6 deo-, Tenant shall pay initially and until further notice by Landlord such estimated amounts. Landlord may reasonably adjust the .estimated amounts from time to time. (II) Within ninety (90) days after the end of each calendar year following the first anniversary of the Commencement Date, or as soon thereafter as reasonably practicable, Landlord shall provide a statement (the "Statement") to Tenant showing: (a) the amount of actual Taxes and Direct Operating Expenses for such calendar year, with a listing of amounts for major categories of Direct Operating Expenses, (b) any amount paid by Tenant toward Taxes and Direct Operating Expenses during such calendar year on an estimated basis, and (c) any revised estimate of Tenant's obligations for Taxes and Direct Operating. Expenses for the current calendar year. Notwithstanding the foregoing, Tenant's actual obligations for Taxes and Direct Operating. Expenses for each calendar year shall never be less than Tenant's .Proportionate Share of Taxes and Direct Operating Expenses for the Base Year ("Tenant's Actual Obligations for Taxes and Direct Operating Expenses"). (III) If the Statement shows that Tenant's estimated payments were less than Tenant's Actual Obligations for Taxes and Direct Operating Expenses for such year, Tenant shall pay the difference. If the Statement shows an increase in Tenant's estimated payments for the current calendar year, Tenant shall pay the difference between the new and former estimates for the period from January 1 of the current calendar year through the month in which the Statement is sent. Tenant shall make such payments within fifteen (15) days after Landlord sends the Statement, (IV) If the Statement shows that Tenant's estimated payments exceeded Tenant's Actual Obligations for Taxes and Direct Operating Expenses, Tenant shall receive a credit for the difference against payments of Basic Rent next due. If the Term shall have expired and no further Basic Rent or Additional Rent shall be due, Landlord shall refund such difference when Landlord sends the Statement. (V) Unless Tenant takes exception to any Statement by written notice to Landlord within thirty (30) days after Landlord provides such Statement to Tenant, such Statement shall be considered final and binding on Tenant. Tenant acknowledges that Landlord's ability to budget and incur expenses depends on the finality of such Statement, and accordingly agrees that time is of the essence of this Paragraph. (VI) So long as Tenant's obligations hereunder are not materially adversely affected. thereby, Landlord reserves the right to reasonably change, front time to time, the manner or timing of the foregoing payments. Although this Lease contemplates the computation of Taxes and Direct Operating Expenses on a cash basis, Landlord array make reasonable and appropriate accrual adjustments and Landlord reserves the right to change to a full accrual system of accounting. In lieu of providing one Statement covering Taxes and Direct Operating Expenses, Landlord may provide separate statements at the same or different times. No delay by Landlord in providing the Statement (or separate statements) shall be deemed a default by Landlord or a waiver of Landlord's right to require payment of Tenant's obligations for actual or estimated Taxes or Direct Operating Expenses. (c) Personal Property Taxes. Tenant shall also pay, prior to delinquency, all personal property taxes payable with respect to all property of Tenant located on the Premises, Building or Land, including any improvements paid for by Tenant, and promptly, upon request of Landlord, shall provide written proof of such payment. 5. SERVICES AND UTILITIES. Office [.ease! 7 (a) Standard Services, Landlord shall .furnish the Premises with gas, water and electricity for Building Standard Hours (defined below) which costs shall be included in the Direct Operating .Expenses. Tenant shall be responsible for the cost of HVAC during hours other than Building Standard Hours. "Building Standard Hours" shall be Monday through Friday from 8:00 a.m. to 6:00 p.m. and Saturdays from 9:00 a.m. and 1:00 p.m., excluding nationally recognized holidays. Janitorial services to the Premises are to be provided by the party identified in the Basic Lease Terms; provided that if Landlord provides such services, the costs thereof shall be reimbursed by Tenant within thirty (30) days after demand as Additional Rent. The parties acknowledge that Landlord may have the Premises separately metered at Tenant's Landlord's expense for one or more utilities, and Tenant shall thereafter pay directly to the service provider for any such separately metered utility service. (b) lnterrup 'en of Services. Except to the extent caused by the gross negligence or intentional misconduct of Landlord or its agents, employees or contractors, any cessation or interruption of the utilities or services described in this Lease resulting from any cause, including without limitation, mechanical breakdown, overhaul or repair of equipment, strikes, riots, acts of God, shortages of labor or material, compliance by Landlord with any voluntary or similar governmental or business guidelines, governmental laws, regulations or restrictions, or any other similar causes, shall not render the Landlord liable in any respect for damages to either person or property, for any .economic loss or other consequential damages incurred by Tenant as a result thereof, be construed as an eviction of Tenant, result in an abatement of Rent, or relieve Tenant from its obligation to perform or observe any covenant or agreezhent contained in this Lease. Landlord shall act to diligently restore such utilities and, services: (c) Provision of Utility Services. Landlord shall have the right to select and change utility providers from time to time providing service to the Building, and may elect to provide one or more such utility services itself; provided, however, Landlord shall act at all times to minimize disruption of Tenant's operations at the Premises. 6. USES. (a) Uses. The Premises are to be used only for the Permitted Use set forth in Section 1 hereof and for no other business or purpose. Tenant shall not commit any act that will increase the then existing rate of insurance on the Building and will immediately pay any such increase. Tenant shall promptly pay upon demand the amount of any increase in insurance rates caused by any act or acts of Tenant. Tenant shall not commit or allow to be committed any waste upon the Premises, or any public or private nuisance or other act which disturbs the quiet enjoyment of any other tenant in the Building or which is unlawful. (b) Compliance With Law. Tenant shall, at Tenant's expense, comply promptly with all applicable statutes, ordinances, rules, regulations, orders and requirements, including without limitation laws and regulations prohibiting discrimination on the basis of race, gender, religion, national origin, age or disability, in effect during the Tenn as may be extended, including without limitation the Americans With Disabilities Act, regulating Tenant's use, occupancy or improvement of the Premises by Tenant, Landlord or otherwise and Tenant shall be fully responsible for the cost of complying therewith. (c) Compliance With ,Rules and . Regulations. Tenant acknowledges receipt of the current rules and regulations relating to the Building attached hereto as Exhibit "p". Tenant shall observe and comply with such rules and regulations and any reasonable rules and regulations hereafter put into effect by Landlord, provided a copy thereof has been provided to Tenant. Landlord shall not be Office Leasel responsible to Tenant for the non-compliance with the rules and regulations of any other tenant or occupant of the Building. 7, SECURITY DEPOSIT. Tenant has deposited with Landlord the Security Deposit set forth in Section 1 above, to be held by Landlord during the Tenn as set forth below, The Security Deposit shall be held by Landlord without liability for interest and as security for the performance by Tenant of Tenant's covenants and obligations hereunder, it being expressly understood that the Security Deposit shall not be considered as a measure of Tenant's damages in case of default by Tenant. Landlord may, in its sole discretion, from time to time without prejudice to any other remedy, use the Security Deposit to the extent necessary to make good any default under this Lease or to satisfy any other covenant or obligation of Tenant hereunder, Following any such application of the Security Deposit, Tenant shall pay to Landlord on demand the amount so applied in order to restore the Security Deposit to its original amount. If Tenant is not in default at the termination of this Lease, the balance of the Security Deposit remaining after any such application shall be returned to Tenant within a reasonable period after such termination, after deducting therefrom any unpaid obligation of Tenant to Landiord as may arise under this Lease, including, without limitation, the obligation of Tenant to restore the Premises upon termination of this Lease. If Landlord transfers its interest in the Premises during the Term of this Lease, Landlord may assign the Security Deposit to the transferee provided that such transferee accepts, in writing, to be bound by the terms delis Lease as the landlord hereunder. 8. ' ' ACCEPTANCE .OF PREMISES. Tenant hereby accepts .the Premises and •the Building "AS --IS" in their condition existing as of the date of the execution hereof exclusive of Landlord's obligation to complete the Landlord's Work as outlined in Exhibit "C", andacknowledges that Landlord shall have no obligation of any kind to alter, repair, improve, or rebuild the Premises in connection with Tenant's occupancy thereof except to the extent as specifically set forth in this Lease. Tenant acknowledges that neither Landlord nor Landlord's agent has made any representation or warranty as to the suitability of the Premises for the conduct of Tenant's business, and Tenant hereby waives any rights, claims or actions against Landlord under any express or implied warranties of suitability. 9. CARE OF 1'RE,iVIISES. Landlord shall maintain the structural portions of the Building in reasonably good order and condition, except for damage occasioned by act or omission of Tenant or its contractors, agents, invitees, licensees or employees, the repair of which .damage shall be paid by Tenant. Tenant shall, at Tenant's sole cost and expense, keep every other part of the Premises in good condition and repair, damage thereto from causes beyond the reasonable control of Tenant and ordinary wear and tear excepted, If Tenant fails to perform Tenant's obligations under this Section 9, Landlord may at Landlord's option enter upon the Premises after ten (10) days' prior notice to Tenant and put the same in good order, condition and repair and the cost thereof together with interest thereon at the rate of eighteen percent (18%) per annum shall be due and payable as Additional Rent to Landlord together with Tenant's next installment of Basic Rent, All structural repairs required to be made by Landlord shall be those reasonably determined by Landlord as necessary to maintain the structural integrity of the Premises and the Building. 10. ALTERATIONS AND ADDITIONS. (a) The Tenant Work Letter Agreement attached hereto as Exhibit C sets forth the obligations of Landlord and Tenant with respect to the design and construction of improvements in the Premises. dY.6- Mee Leant 9 (b) Tenant shall not make any alterations, improvements, additions, or utility installations in or about the Premises (collectively, "Alteration") without first obtaining the written consent of Landlord, whose consent may be withheld in Hs sole and absolute discretion. Plans and specifications for Alterations to the Premises and the contractors and subcontractors utilized by Tenant for such Alterations, shall be subject to the prior approval of Landlord, whose consent may be withheld in its sole and absolute discretion. Upon expiration or sooner termination of this Lease, all improvements and additions to the Premises (other than Tenant's trade fixtures and moveable personalproperty) shall be deemed the property of Landlord. Tenant shall not be required to remove any such improvements. Tenant or its representatives may enter upon the Premises during construction of Tenant's Work for purposes of conducting all such activities as are necessary, appropriate or desirable with respect to completing the Alterations. Tenant shall reimburse Landlord for any sums expended for examination and approval or architectural or mechanical plans and specifications of the Alterations. Landlord may require a lien and completion bond for such construction, or require the improvements be removed at the expiration of the Term. Landlord's approval of the plans, specifications and working drawings for Tenant's alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all , laws, rules and regulations of governmental agencies or authorities. (c) Claims. Tenant shall pay, when due, all claims for labor or materials furnished to or for Tenant at or for use in the Premises,, which claims are or may be secured by any mechanics' or materialmer►'s liens against the Premises'ctr any interest therein. (d) Termination Unless Landlord requires their removal, all Alterations (other than trade fixtures and movable equipment) which may be made on the Premises shall become the property of Landlord and remain upon and be surrendered with the Premises at the expiration of the Tenn. • 11, ACCESS. Tenant shall permit Landlord and its agents to enter the Premises at all reasonable times for the purpose of inspecting, cleaning, repairing, altering or improving the Premises or the Building. Landlord may temporarily close any portion of the Building or Premises without liability to Tenant by reason of such closure, and such closure shall not constitute an eviction of Tenant or release Tenant from any Rent hereunder. 12. DAMAGE OR DESTRUCTION. (a) Repairs Generally. Tenant shall promptly advise Landlord if the Premises are damaged by fire or other casualty. In the event any portion of the Premises or Building is damaged by fire or any other cause rendering the Premises totally or partially inaccessible or unusable and the Premises may be restored to a complete architectural unit of the same value, condition and character that existed immediately prior to such casualty, then Landlord shall, at Landlord's expense, commence ;making such repairs as soon as reasonably possible and complete the work within such period, in which event this Lease shall continue in full force and .effect. If for any reason (i) there is a shortage of insurance proceeds available for suds. restoration (or if the damage or destruction was caused by a risk not insured under the insurance policies which Landlord is required to maintain under this Lease) or (ii) then -existing laws or ordinances do not permit such restoration, Landlord shall have no obligation to commence or complete such restoration or pay for the shortage in or lack of insurance proceeds; provided, however, that in such event Tenant may elect to terminate this Lease immediately upon written notice to Landlord. (b) .opals Greater than 180.p.ya. If any repair or restoration to any portion of the Premises is reasonably estimated to .require more than one hundred eighty (180) days from the occurrence omco.Leant 10 of such damage to complete or more than the remaining term of this Lease to complete, Landlord or Tenant may elect to terminate the Lease with respect to affected portion of the Premises immediately upon written notice to the other party. (c) Last Two Years of Lease. if any destruction to the Premises occurs during the last two (2)years of the Term, and is reasonably estimated to require more than one hundred twenty (120) days from the occurrence of such damage or more than the remaining term of this Lease to complete, either Landlord or Tenant may terminate this Lease with respect to affected portion of the Premises by giving notice to the other party not more than thirty (30) days after such destruction, in which case (i) Landlord shall have no obligation to restore the Premises, or the portion thereof, (ii) Landlord may retain all insurance proceeds from policies maintained by Landlord relating to such destruction, and (iii) this Lease shall terminate as of thirty (30) days after such notice of termination. (d) Tenant Property. Landlordshall not be required and will not carry insurance of any kind on Tenant's furniture, furnishings, fixtures, equipment, appurtenances or other personal property of Tenant under this Lease and Landlord shall not be obligated to repair any damage thereto or replace the same. (e) Rent Abatement Rent shall abate to the extent that the Premises are unusable by Tenant from the date the condition exists, 13. CONDEMNATION. (a) Taking. If all of the Premises or such portions of the Building as may be required for the reasonable use of the Premises are taken by eminent domain, this Lease shall automatically terminate as of the date title vests in the condemning authority. In the event of a taking of a material part, but less than all, of the Building, where Landlord shall determine that the remaining portions of the Building cannot be economically and effectively used by it (whether on .account of physical, economic, aesthetic or other reasons) or where Landlord determines the Building should he restored in such a way as to materially alter. the Premises, Landlord shall forward a written notice to Tenant of such determination not more than sixty (60) days after the date of taking. The Term of this Lease shall expire upon such date as Landlord shall specify in such notice but not earlier than sixty (60) days after the date of such notice. In the case of a taking of a part of the Premises, or a portion of the Building not required for the reasonable use of the Premises, then this Lease shall continue in full force and effect and the Rent shall be equitably reduced based on the proportion by which the floor area of the Premises is reduced. (b) Awards and Damages. Landlord reserves all rights to damages to the Premises for any partial, constructive, or entire taking by eminent domain, and Tenant hereby assigns to Landlord any right Tenant may have to such damages or award, and Tenant shall make no claim against Landlord or the condemning authority for damages for termination of the leasehold interest or interference with Tenant's business. Tenant shall have the right, however, to claim and recover from the condemning authority compensation for any loss to which Tenant may be put for Tenant's moving expenses, business interruption or taking of Tenant's personal property (not .including Tenant's leasehold interest) provided that such damages may be claimed only if they are awarded separately in the eminent domain proceedings and not out of or as part of the damages recoverable by Landlord. 14. INDEMNjFICAT ON. Office Loot 1 I (a) lig'emnity. Tenant shall indemnify, defend and hold Landlord harmless from and against all loss, cost and expense, including attorneys' fees, arising from any act, omission, or negligence of Tenant or its officers, contractors, licensees, agents, servants, employees, guests, invitees, or visitors in or about the Building, Premises or Land, or arising from any injury or damage to any person or property, occurring in or about the Building, Premises or Land as a result of any act, omission or gross negligence of Tenant, or its officers, contractors, licensees, agents, employees, guests, or visitors or arising from any breach or default under this Lease by Tenant. The foregoing provisions shall not be construed to make Tenant responsible for loss, damage, liability or expense resulting from injuries to third parties caused solely by the gross negligence or intentional misconduct of Landlord, or its officers, contractors, licensees, agents, employees, invitees or other tenant of the Building. (b) gumption of Landlord Fgom Liability. As a material part of the consideration to Landlord, Tenant hereby agrees that, notwithstanding anything to the contrary in Section 14(a) hereof, Landlord shall in no event be liable for injury to Tenant's business or assets or any loss of income therefrom or for damage to Tenant's employees, invitees, customers, or any other person in or about the Premises, whether such damage, loss or injury results from conditions arising upon the Premises or upon other portions of the Building of which Premises are a part, or from other sources or places, and regardless of whether the cause of such damage, loss or injury or the means of repairing the same is inaccessible to Tenant except as a result of any act, omission or gross negligence of Landlord, or its officers, contractors, licensees, agents, eployees, guests, or visitors or any breach or default under this Lease by Landlord. Tenant further agrees that notwithstanding anything to the contrary in Section 14(a) hereof, Landlord shall in no event be liable for any injury or damage to any person or property of Tenant, Tenant's employees, invitees, customers, agents or contractors arising from any act or neglect of any tenant or occupant of the Building or any other third person. (c) Waiver of Subrogation. Landlord and Tenant each hereby waive their rights of subrogation against one another to the extent any injury or damage is covered by the property .insurance policies required to be carried hereunder or actually carried by such party. Landlord and Tenant agree to use reasonable efforts to cause their insurancecarriers to consent to the foregoing waiver of rights of subrogation against the other party, 15, HAZARDOUS SUBSTANCES. (a) Generally, Except for normal office and cleaningsupplies typically found in office environments and used in accordance with label instructions and applicable laws, Tenant shall not use, dispose of or otherwise allow the release of any hazardous substance, waste or materials in, an or under the Premises, the Building, the Land, or any adjacent property. Tenant represents and warrants to Landlord that, except as set forth in the preceding sentence, Tenant's intended use of the Premises does not involve the use, production, disposal or bringing on to the Premises of any hazardous waste or materials. As used herein, the term "hazardous substance, waste or materials" includes any substance, waste or material defined or designated as hazardous, toxic or dangerous (or any similar term) by any federal, state or local statute, regulation, rule or ordinance now or hereafter in effect, Tenant shall promptly comply with all applicable laws and with all orders, decrees or judgments of governmental authorities or courts having jurisdiction relating to hazardous waste or materials. (b) Indemni f io$ion, Tenant agrees to indemnify, defend and hold harmless Landlord against any and all loss, cost and expense (including, without limitation, consultant fees, attorneys' fees and disbursements) which may be imposed on, incurred or paid by, or asserted against Landlord or the . Building, Premises or Land by reason of, or in connection with (i) any misrepresentation, breach of Office Leasel 12 warranty or other default by Tenant under this Section 15, or (ii) the acts or omissions by Tenant under this Lease, or (iii) the acts or omissions of Tenant, or any sublessee or other person for whom Tenant would otherwise be liable, resulting in the release of any hazardous waste or materials. If Tenant or its employees, customers, contractors, or agents discovers any asbestos or asbestos -containing materials on the Premises, Tenant shall immediately notify Landlord. 16. INSURANCE. (a) Coverage Required. Tenant shall maintain in full force and erect at all times during the Term at its own expense, for the protection of Tenant and Landlord, as their interests may appear, policies of insurance issued by a responsible carrier or carriers who are qualified to do business in the state in which the Premises are situated and otherwise acceptable to Landlord (whose acceptance will not be unreasonably withheld or delayed), which policies shall afford the following coverages: (I) Workers' Compensation Insurance as required by applicable state law, with employer's contingent liability (stop gap) coverage of Five Hundred Thousand Dollars ($500,000) (if applicable for the state in which the Premises are situated), and with waiver of subrogation in favor of Landlord; and (ii) Broad Form Commercial General Liability Insurance, including a Blanket Contractual Liability indorsement covering Tenant's indemnity obligations under this Lease, Broad Form Property Damage, Personal Injury, Completed Operations, Products Liability, and Fire Damage in an amount not less than One Million Dollars ($1,000,000) Combined Single Limit for both bodily injury and property damage, which policy is payable on an "occurrence" rather than a "claims made" basis, and which lists Landlord as an additional insured; and (iii) What is commonly referred to as "all risk" coverage property insurance (excluding earthquake and flood) covering Tenant's alterations, additions and improvements to the Premises, furniture, fixtures, equipment, inventory and other personal property located on the Premises, in the greater amount of (A) one hundred percent (100%) of the current replacement value thereof, with. inflation indorsements, or (13) One Hundred Thousand Dollars ($100,000), and which lists Landlord as a "loss payee"; and (iv) In lieu of Business Interruption Insurance, Tenant, upon signing of this Lease, hereby agrees to deposit with Landlord a security deposit in the amount of Seven Thousand Two Hundred and 00/100 Dollars ($7200.00) (the "Security Deposit"). In the event of a loss by Landlord as a result of the interruption of Tenant's business operations (or any other reason that Business Interruption Insurance would be needed), Tenant hereby authorizes Landlord to deduct from the Security Deposit up to three (3) months of Rent as a result of such loss. Upon depletion of the Security Deposit, Tenant shall promptly replenish the Security Deposit. Notwithstanding the foregoing, Tenant's deposit of the Security Deposit with Landlord shall in way relieve Tenant of its obligation to pay Rent or any of its other obligations under this Lease. (b) Insurance Requirements. All insurance policies required to be maintained by Tenant under this Lease shall be issued by insurance companies which have a Best's Rating of "A" or better and are included within Best's Financial Size "Class VIII" or larger in the most current available "Best's insurance Reports," and which are qualified to do business in the state in which the Premises are situated and which .may contain commercially reasonable deductibles. All liability policies .shall contain a provision that Landlord, although listed as an additional insured or loss payee, as applicable, shall Office ',easel 13 nevertheless be entitled to recover under said policies for any loss occasioned to it, its servants, agents and employees by reason of the gross negligence of Tenant or its employees, agents, or contractors. All liability and property damage and other casualty policies of Tenant shall be written as primary policies, not contributing with, and not in excess of coverage which Landlord may carry. If Tenant fails to acquire or maintain any insurance or provide any certificate required by this Section, Landlord may, but shall not be required to, obtain such insurance for .Landlord's benefit and Tenant shall reimburse Landlord for the costs of the premiums of such insurance within ten (10) days of receipt of a written request for reimbursement from Landlord. Such amounts shall be Additional Rent payable by Tenant hereunder and in the event of non-payment thereof, Landlord shall have rights with respect to such non-payment as it has with respect to any other non-payment of Rent hereunder. (c) Certifleates. Tenant shall deliver to Landlord on the Commencement Date of this Lease and thereafter at least fifteen (15) days prior to expiration of any insurance required to be carried hereunder, certificates of insurance evidencing this coverage with limits not less than those specified above. These certificates (with the exception of Worker& Compensation) shall Iist Landlord as an additional insured. Further, all certificates shall expressly provide that no less than thirty (30) days' prior written notice shall be given Landlord in the event of .material change to, expiration or cancellation of the coverages or policies evidenced by the certificates. 17. ASSIGNMENT AND SUBLETTING. (a) Generally. Neither this Lease nor any interest therein may be assigned, mortgaged, transferred or encumbered, nor shall all or any part of the Premises be sublet (each of which, a "Transfer"), except as setforth in this Section 17. Unless otherwise provided herein, Tenant shall not voluntarily or by operation of law assign, sublet, mortgage or otherwise transfer or encumber all or any part of Tenant's interest in this Lease or in the Premises without Landlord's prior written consent, whose consent shall be in the sole and absolute discretion of Landlord. Any attempted assignment, subletting, mortgage, transfer or encumbrance without such consent shall be void as against Landlord, and shall constitute an Event of Default by Tenant under this Lease. Any transfer of ownership rights in Tenant shall be deemed an assignment in violation of this Lease. This prohibition against assignment or subletting without Landlord's prior written consent shall be construed to .include prohibition against any assignment or subleasing by operation of law, legal process, receivership, bankruptcy or otherwise, whether voluntary or involuntary and a prohibition against any encumbrance of all and any part of Tenant's leasehold interest. Despite Landlord's consent to an assignment or sublet, Tenant shall remain fully liable on this Lease and shall not be released from performingany of the terms, covenants and conditions hereof or any Base Rent or additional rents. Tenant acknowledges and agrees that any and all right and interest of Landlord in and to the Premises and the Property, and all right and interest of Landlord in this Lease, may be conveyed, assigned or encumbered at the sole discretion of Landlord at any time. (c) Procedure. In the event Tenant should desire a Transfer, Tenant shall give Landlord written notice of its .intent thereof, which notice shall specify the amount and location of the space affected and the proposed effective date and duration of the Transfer, the name of the proposed Transferee, the natureof the proposed Transferee's business to be carried on in the affected space, the terms and provisions of the proposed Transfer, a copy of the proposedassignment or sublease doeument, and such financial and other information with respect to the proposed Transferee that Landlord may reasonably require ("Tenant's Request for Consent"). Landlord shall have ten (10) days from the date of receipt of Tenant's Request for Consent in which to consent or withhold consent to the proposed Transfer, provided that Landlord's consent shall not be unreasonably withheld. Office lease! 14 (d) onions to Consent. Tenant agrees that Landlord may refuse its consent to a Transfer on any reasonable grounds, and, by way of example only, Tenant agrees that it shall be reasonable for Landlord to withhold its consent for any of the following reasons: (i) The proposed Transferee proposes to change the use of the Premises from that expressly permitted in this Lease, and the proposed new use would breach any exclusive use rights granted by Landlord to any tenant of the Building or nearby buildings owned by Tenant or its affiliates, or in Landlord's reasonable opinion, such new use is inconsistent with Landlord's desired tenant mix for the Building and/or nearby buildings, or is an unlawful use, or is a use that will increase the likelihood of damage or destruction, or increase the rate or wear and tear on the Premises or Building, or will likely cause an increase in Landlord's insurance premiums for the Building (unless such Transferee agrees to pay for such increase), or will cause or require new tenant improvements or any retrofitting to the Building or the Premises; or (ii) The proposed Transferee (and any guarantors thereof) is not at least as creditworthy as Tenant (and any guarantors thereof) when Tenant entered into this Lease; or does not satisfy Landlord's then -current credit standards for tenants of the Building; or, in Latadiord's reasonable opinion, lacks the financial strength and stability to perform all obligations under this Lease to be performed by Tenant as and when they fall due; or • ,(iii) The business reputation or character of the proposed Transferee is not reasonably acceptable to Landlord. (e) Terms of Transfer. Consent to any such Transfer shall not operate as a waiver of the necessity for consent to any subsequent Transfer. In connection with each request for consent to a Transfer, Tenant shall pay the reasonable cost of processing same, including reasonable attorneys' fees, upon demand of Landlord. If Landlord consents to any proposed Transfer, Tenant may enter into same, but only upon the specific terms and conditions set forth in Tenant's Request for Consent; any such Transfer shall be subject to, and in full compliance with, all of the terms .and provisions of this Lease; the consent by Landlord to any Transfer shall not relieve Tenant of any obligation under this Lease; Landlord may require the Tenant and the Transferee to execute a Landlord's consent. form; and no Transfer shall be binding on Landlord unless Tenant and the Transferee shall deliver to Landlord a fully -executed counterpart of the document effecting the Transfer. 18. LIENS AND INSOLVENCY. Tenant shall keep its interest in this Lease and any property of Tenant (other than unattached personal property) and the Premises, the Land and the Building free from any liens arising out of any work performed or materials ordered or obligations incurred by or on behalf of Tenant and hereby indemnifies and holds Landlord harmless from any liability from any such lien, Tenant shall have no right or authority to cause or allow the Premises, Building or Land to be subjected to any such lien. Tenant shall provide Landlord written notice of intended construction, alteration or repair work at least twenty (20) days before the commencement thereof to afford Landlord an opportunity to post notices of nonresponsibility, 19. DEFAULT. (a) Default Bv Tenant. The occurrence of any one or more of the following events ("Event of Default") shall constitute a material default and breach of this Lease by Tenant (ii) the failure by Tenant to make any payment of Rent or any other payment required to be made by Tenant hereunder, and such failure continues for more than five (5) days after written notice from Landlord; (iii) the failure ofificc teasel 15 by Tenant to observe or perform any of the other covenants, conditions or provisions of this Lease, where such failure shall continue for a period of fifteen (15) days after written notice from Landlord; provided, however, if more than fifteen. (15) days are reasonably required for its cure then Tenant shall not be deemed to be in default if Tenant commences such cure within said fifteen (15).day period and thereafter diligently prosecutes such cure to completion; (iv) the making by Tenant of any general assignment or general arrangement for the benefit of creditors; (v) the filing by or against Tenant of a petition to have Tenant adjudged bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Tenant, the same is dismissed within sixty (60) days); (vi) the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets locatedat the Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant within thirty (30) days; (vii) the attachment, execution or other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where such seizure is not discharged within thirty (30) days; or (viii) the assignment or other transfer of all or any interest of Tenant in this Lease, or the subletting of all or any portion of the Premises, in either case which is in violation of Section 17 hereof. All notice and cure periods set forth above are in lieu of and not in addition to any notice required pursuant to applicable unlawful detainer/eviction statutes. (b) Landlord's.. Remedies Upon Tenant Default. All rights and remedies of Landlord herein enumerated shall be cumulative, and none shall exclude any other right or remedy allowed by law or in equity, and all of the following may be exercised with or without legal process as then may be provided or permitted by the laws of the state' in whichthe Premises are situated: (i) Upon any Event of Default under this Lease, Landlord may reenter the Premises and remove or put out Tenant or any other persons found therein, No such reentry shall be construed as an election on Landlord's part to terminate this Lease unless a written notice of such intention is given to Tenant. (ii) Landlord may elect to re -let the Premises or any part thereof upon such terms and conditions, including rent, term and remodeling or renovation, as Landlord in its sole discretion may deem advisable. To the fullest extent permitted by law, the proceeds of any reletting shall be applied: first, to pay Landlord all costs and expenses of such reletting (including without limitation, costs and expenses incurred in retaking or repossessing the Premises, removing persons or property therefrom, securing new tenants, and, if Landlord maintains and operates the Premises, the costs thereof); second, to pay any indebtedness of Tenant to Landlord other than Rent; third, to the Rent due and unpaid hereunder; and fourth, the residue, if any, shall be held by Landlord and applied in payment of other or future obligations of Tenant to Landlord as the same may become due and payable, (iii) Landlord may also elect to terminate this Lease and all rights of Tenant by giving notice to Tenant of such election, if Landlord elects to terminate this Lease, Landlord shall have the right to reenter the Premises and remove all persons, and to take possession of and remove all equipment and fixtures of Tenant in the Premises. Tenant hereby waives all damages that may be caused by Landlord's reentering and taking possession of the Premises or removing or storing the property thereof, and Tenant shall save Landlord harmless therefrom, and no such reentry shall be considered a forcible entry. If Landlord so elects to terminate the Lease, Landlord may also recover from Tenant: (1) The worth at the time of the award of the unpaid Rent which .had been earned at the time of termination; Office Leassl 16 (II) The worth at the time of the award of the amount by which the unpaid Rent which would have been earned after termination until the time of the award exceeds the amount of rental loss that the Tenant proves could have been reasonably avoided; (III) The worth at the time of the award of the amount by which the unpaid Rent for the balance of the Term alter the time of the award exceeds the amount of rental loss that the Tenant proves could be reasonably avoided; (IV) Any other amount necessary to compensate the Landlord for all the detriment proximately caused by the Tenant's failure to perform its obligations under the Lease or which in the ordinary course of things would be likely to :result therefrom; and (V) At Landlord's election, such other amounts in addition to or in lieu of the foregoing that may be permitted from time to time by applicable law. The "worth at the time of the award" of the amounts referred to in paragraphs (1) and (II) above is computed by allowing interest at twelve percent (12%). The "worth at the time of the award" of the amount referred to in paragraph (III) above is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1 %). (iv). Alter all . locks and other security devices at the Premises without terminating this Lease. (v) Deduct from the Security Deposit such amounts with respect to which Tenant is in default and apply such sum on account of Tenant's obligations. Tenant shall in any such instance replenish the Security Deposit to its original amount within thirty (30) days of Landlord's deduction as aforesaid. Tenant's failure to timely replenish the security deposit shall, likewise, constitute a default hereunder. (c) Indemnifications. Nothing in this Section 19 shall be deemed to affect Landlord's right to indemnification for liability or liabilities arising prior to termination of this Lease for personal injury or property damage under the indemnification provisions or other provisions of this Lease. 20. rgIOR1TY. This Lease shall be subordinate to any mortgage or deed of trust now existing or hereafter placed upon the Land, the Building or the Premises, created by or at the instance of Landlord, and to any and all advances to be made thereunder and to interest thereon and all modifications, .renewals and replacements or extensions thereof ("Landlord's Mortgage"),:and to any.master lease hereafter placed against the Land, Building or Premises and to all modifications, extensions, and amendments thereof and thereto, provided that such subordination shall not terminate this Lease or disturb Tenant in the possession and use of the leasehold estate created hereby. Tenant shall properly execute, acknowledge and deliver documents which Landlord or the holder of any Landlord's Mortgage may require within ten (10) days after delivery by Landlord to effectuate the provisions of this Section 20,provided that such documents state that Tenant's rights to this Lease will not be terminated so long as Tenant is not in default hereunder, and further provided that Tenant's obligation to subordinate this Lease is expressly conditioned upon Tenant receiving a commercially reasonable written non -disturbance agreement. 21. ESTOPPEL CERTIFICATES. OSica Leeset 17 (a) Delivery of Estoppel. Tenant shall, from time to time., upon written request of Landlord, execute, acknowledge and deliver to Landlord or its designee a written statement certifying that; (i) this Lease is in full force and effect and has not been assigned or amended in any way (or specifying the date and terms of agreement so affecting this Lease); (ii) this Lease represents the entire agreement between the parties as to this leasing; (iii) that all obligations under this Lease to be performed by the Landlord have been satisfied; (iv) on this date there are no existing claims, defenses or offsets which the Tenant has against the enforcement of this Lease by the Landlord; (v) no Rent has been paid more than one month in advance; and that no security has been deposited with Landlord (or, if so, the amount thereof); and (vi) such other items as Landlord shall reasonably request. It is intended that any such statement delivered pursuant to this Section 21(a) may be relied upon by a prospective purchaser of Landlord's interest or holder of any mortgage upon Landlord's interest in the Building, (b) failure to Deliver Estoppel. If Tenant shall fail to respond within ten (10) daysof receipt by Tenant of a written request by Landlord as herein provided, Tenant shall be deemed to have given such certificate as above provided without modification and shall be deemed to have admittedthe accuracy of any information supplied by Landlord to a prospective purchaser or mortgagee and to have certified that this Lease is in full force and effect, that there are no uncured defaults in Landlord's performance, that the security deposit is as stated in the Lease, and that not more than one month's Rent has been paid in advance. 22. ' ' SURRENDER OF POSSESSION. Subject to, the terms of Section 12 hereof relating to damage and destruction, upon expiration of the Terns of this Lease, whether by lapse of time or otherwise, Tenant shall promptly and peacefully surrender the Premises to Landlord "broom -clean" and in as good condition as when received by Tenant from Landlord or as thereafter improved, reasonable use, wear and tear excepted. Landlord may require that any Alterations or other improvements made to the Premises or the Building by Tenant, including without limitation any data or telecommunications cabling, be removed at the expiration of the Term at Tenant's expense. Tenant shall also remove all of its personal property and trade fixtures from the Premises at the expiration of the Tenn; any property not so removed shall be deemed abandoned and may be sold or otherwise disposed of as Landlord deems advisable. Any damage caused by such removals shall be repaired by Tenant. 23. NON -WAIVER. Waiver by Landlord of any term;, covenant or condition herein contained or any breath thereof shall not be deemed to be a waiver of such term, covenant, or condition or of any subsequent breach of the same or any other term, covenant, or condition herein contained. 24. HOLDOVER. If Tenant remains in possession of the Premises or any part thereof after the expiration of the Terns of this Lease with the express written consent of Landlord, such occupancy shall be a tenancy from month -to -month at a rental in the amount equal to 150% of the last monthly Basic Rent plus all other charges payable under this Lease, and subject to all of the terms, covenants and conditions of this Lease applicable to a month -to -month tenancy. Tenant acknowledges and agrees that this Section 24 does not grant any right to Tenant to holdover, and that Tenant may also be liable to Landlord for any and all damages or expenses which Landlord may have to incur as a result of Tenant's holdover (including, by way of example and not by way of limitation, any rental or penalty payments that may be imposed against Landlord as the lessee under underlying leases, whether or not for additional premises greater than the Premises demised hereunder). 25, LANDLORD'S LIABILITY. Anything in this Lease to the contrary notwithstanding, covenants, undertakings and agreements herein made on the part of Landlord are made and intended not as personal covenants, undertakings and agreements for the purpose of binding Landlord personally or the Ofilcc Leant 18 assets of Landlord except Landlord's Interest in the Premises and Building, but are made and intended for the purpose of binding only the Landlord's interest in the Premises and Building, as the same may from time to time be encumbered. 26. TRANSFER OF LANDLQRD'$ INTEREST. In the event of any transfer of Landlord's interest in the Premises or in the Building, the transferor shall be automatically relieved of any and all obligations and liabilities on the part of Landlord accruing from and after the date of such transfer and such transferee shall have no obligation or liability with respect to any matter occurring or arising prior to the date of such transfer. Tenant agrees to attorn to the transferee. 27. RIQIT TO PERFORM. If Tenant shall fail to pay any sum of money required to be paid by it hereunder or shall fail to perform any other act on its part to be performed hereunder, and such failure shall continue for ten (10) days after notice thereof by Landlord, Landlord may, but shall not be obligated so to do, and without waiving or releasing Tenant from any obligations of Tenant, make such. payment or perform any such other act on Tenant's part to be made or performed as provided in this Lease. : The cost of such repair or the advance of any monies required to be paid under this Lease shall also include interest thereon at the rate of eighteen percent (18%) per annurn shall be due and payable as Additional Rent to Landlord together with Tenant's next installment of Basic Rent. 28. PAR,ICINO, Tenant shall have the right to the number of reserved stalls for the Term as set 'forth .in Section .1 above; Tenant's parking rights shall 'be subject to reasonable parking 'rules and • regulations adopted by Landlord from time to time. Tenant shall not use any spaces which have been specifically assigned by Landlord to other tenants or for such other uses as visitor parking or which have been designated by governmental entities with competent jurisdiction as being restricted to certain uses. Tenant acknowledges that all other parking spaces are not for the exclusive use of Tenant, its customers,. employees, licensees, invitees, successors or assigns, rather, all such parking spaces are to be used on a non-exclusive, first -come, first -served basis by Tenant and other tenants, occupants, licensees, invitees and pem ittees ofthe Building in which the Premises are located, 30. SIGNAOE. No sign, placard, picture, advertisement, name or notice shall be inscribed, displayed, printed or affixed on to or any part of the outside or inside of the Building without prior written consent of Landlord and Landlord shall have the right to remove any such sign, placard, picture, advertisement, name or notice without notice to and at the expense of Tenant. All approved signs or lettering on doors shall be printed, painted, affixed or inscribed at the expense of Tenant by a person approved by Landlord, If Landlord, by a notice in writing to Tenant, shall object to .any curtains, blinds, shades or screens attached to or hung in, or used in connection with any window or door of the Premises, such use of such curtains, blinds, shades or screens shall be immediately discontinued by Tenant. No awning shall be permitted on any part of the Premises without Landlord approval 32. GENERAL. (a) Headings. Titles to Sections of this Lease are not a part of this Lease and shall have no effect upon the construction or interpretation of any part hereof. Office Lease! 19 (b) Heirs and Assigns. All of the covenants, agreements, terms and conditions contained in this Lease shall inure to and be binding upon the Landlord and Tenant and their respective heirs, executors, administrators, successors and assigns. (c) Authority. Each individual executing this Lease on behalf of Tenant or Landlord represents and warrants that he or she is duly authorized to execute and deliver this Lease on behalf of Tenant or Landlord, and that this Lease is binding upon Tenant in accordance with its terms. (d) Brokers. Tenant represents and warrants to Landlord that it has not engaged any broker, finder or other person who would be entitled to any commission or fees in respect of the negotiation, execution or delivery of this Lease. Tenant shall indemnify and hold harmless Landlord against any loss, cost, liability or expense incurred by Landlord as a result of any claim asserted by any broker, finder or person on the basis of any arrangements or agreements made or alleged to have been made by or on behalf of Tenant except as provided herein (e) ,J3ntirc Agreement. This Lease is the final and complete expression of Landlord and Tenant relating in any manner to the leasing, use and occupancy of the Premises, to Tenant's use of the Building and other matters set forth in this Lease. No prior agreements or understanding pertaining to the same • shall be valid or of any force or effect and the covenants and agreements of this Lease shall not be altered, modified or added to except in writing signed by both Landlord and Tenant. (f) Severability. Any provision of this Lease which shall prove to be invalid, void or illegal shall in no way affect, impair or invalidate any other provision hereof and the remaining provisions hereof shall nevertheless remain in full force and effect. (g) Force Majeure. Except for the payment of Rent, Additional Rent or other sums payable by Tenant to Landlord, time periods for Tenant's or Landlord's performance under' any provisions of this Lease shall be extended for periods of time during which Tenant's or Landlord's performance is prevented due to circumstances beyond Tenant's or Landlord's control, including without limitation, strikes,embargoes, shortages of labor or materials, governmental regulations, acts of God, war or other strife, (h) Notices. All notices under this Lease shall be in writing and delivered in person or seat by registered or certified mail or by a nationally recognized overnight courier service (such as Federal Express), postage prepaid, to Landlord and to Tenant at the addresses provided in Section 1 hereof (provided that after the Commencement Date any such notice shall be mailed or delivered by hand to Tenant at the Premises) and to the holder of any mortgage or deed of trust at such place as such holder shall specify to Tenant in writing; or such other addresses as may from time to time be designated by any such party in writing. Notices mailed as aforesaid shall be deemed given on the date of such mailing, (i) Costs and .A,ttomeys Fees; Waiver of Jury Trial. If Tenant or Landlord shall bring any action for any relief against the other, declaratory or otherwise, arising out of this Lease, including any suit by Landlord for the recovery of Rent, Additional Rent or other payments hereunder or possession of the Premises each party shall, and hereby does, to the extent permitted by law, waive trial by jury and the losing party shall pay the prevailing party a reasonable sum for attorneys' fees in such suit, at trial and on appeal, and such attorneys' fees shall be deemed to have accrued on the commencement of such action, Moo Leasol 20 eFAL (j) Ooverping Law. This Lease shall be governed by and construed in accordance with the internal laws of the state in which the Premises are situated. (k) Recording. Tenant shall not record this Lease or a memorandum hereof without Landlord's prior written consent and such recordation shall, at the option of Landlord, constitute a non - curable default of Tenant hereunder. (1) Waivers. No waiver by Landlord of any provision hereof shall be deemed a waiver of any other provision hereof or of any subsequent breach by Tenant of the same or any other provision. Landlord's consent to or approval of any act shall not be deemed to render unnecessary the obtaining of Landlord's consent to or approval of any subsequent act by Tenant. The acceptance of Rent hereunder by Landlord shall not be a waiver of any preceding breach at the time of acceptance of such Rent, (m) Time of Essence. Time is of the essence for the performance of all of the obligations specified hereunder. (n) Quiet EnjQvment. Subject to the other terms of this Lease, Landlord covenants that Tenant shall, and may peacefully have, hold and enjoy the Premises for the Tenn free of any claims by any party claiming by, through or under Landlord, provided that Tenant pays the Rent to be paid by Tenant under this Lease and performs all of Tenant's covenants and agreements herein provided. (o) Merger. The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, shall not work a merger and shall, at the option of Landlord, terminate all or any existing subtenancies or may, at the option of Landlord, operate as an assignment to Landlord of any or all of such subtenancies, (p) Interest: Late Charge. Any Rent, Basic Rent, Additional Rent or other sums payable by Tenant to Landlord which shall not be paid upon the due date thereof shall bear interest at a rate equal to the lesser of eighteen percent (18%) or the highest default interest rate then allowed by law, calculated from the date of delinquency to the date of payment. In addition, Tenant shall pay to Landlord a late charge equal to five percent (5%) of the amount so delinquent, which late charge shall be liquidated damages (and not a penalty) to compensate Landlord for the costs of handling such delinquency, the parties agreeing that actual damages would beinconvenient, uncertain, and difficult to ascertain. The foregoing late charge shall increase to ten percent (10%) of the amount so delinquent if Landlord had previously provided a late notice to Tenant for the same or similar default within the same calendar year. Such interest and late charges shall be deemed Additional Rent due upon demand, and Landlord shall have rights with respect to such non-payment as it has with respect to any other non-payment of Rent hereunder. Any payments of any kind returned for insufficient funds will be subject to an additional handling charge of Fifty Dollars ($50,00), and thereafter, Landlord may require Tenant to pay all future payments of Rent or other sums due by money order or cashier's cheek. (q) _(r) Irrevocable, Offer. Tenant's submission to Landlord of this Lease, duly executed by Tenant, shall constitute Tenant's irrevocable offer to continue for fourteen (14) days from and after receipt by Landlord of said Lease duly executed by Tenant or until Landlord shall deliver to Tenant written notice of rejection of Tenants offer, whichever shall first occur. If within said fourteen (14) day period„ Landlord shall neither return the Lease duly executed by Landlord nor so advise Tenant of Landlord's rejection of Tenant'soffer, then after said fourteen (14) day period,. Tenant shall be free to e5aeS, 01100 Lun e1 21 revoke its offer provided, however, Tenant's offer shall continue until (i) revoked by Tenant in writing or (ii) accepted or rejected by Landlord. (s) Risk of Loss. Tenant agrees that all personal property brought into the Premises by Tenant, its employees, licensees and invitees shall be at the sole risk of Tenant, and Landlord shall not be liable for theft thereof of money deposited therein or for any damages thereto; such theft or damage being the sole responsibility of Tenant, unless such theft or damage is caused by Landlord's defaults under the Lease or the negligence or intentional acts of Landlord or its agents, contractors, or employees. 33. Radon Gas. Landlord hereby provides the following notice: Radon is a naturally occurring radioactive gas that, when it has accumulated, in a building in sufficient quantities, .may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. [Signature page follows.] Office Leant 22 IN WITNESS WHEREOF, the undersigned have executed this Lease as of the day and date first written above. LANDLORD: Gi ORRO INVESTMENTS, L.L.C., a Florida limited liability company By: SMO VENTURES, INC., a Florida Corporation Witness Witness TENANT: se"P a/4104447"4 xtness By: Name: Its: ' Estrada Hinojosa .& Company, Inc., a Texas Corporation By: Name: Robert A. Estrada Its: Chairman 0010 1.etiseI 23 E'maaI LEGAL DESCRIPTION OF LAIN DROVE FOREST PLAZA LEGAL DESCRIPTION All of Let 2 as per, Plat of the Ilesubdivision of tote l 2 3, 5 end 0 of The 'triangle Cowpony Subdivision in the SW 1/4 of Section 1l, Township 54 South Range 41. Bast in tea City of 14tsm1 according to the Pint thareot as recorded in Plait book 32 Pawl 19, of t e Publfrt.1tecor4s of Dade Countty, 'Pioak, • Lass the NS 'SO feet of said Lot 2 which NS $0 foot is eweHe particularly described, as follows SHGWING at the most itasteriy corner of Lot 2 of the Subdivision of Lots 1, 2, S. 5, sand 6 of `The Triangle Company Suhdivisi m in Sit 1/2 Section SS, Township 54 South, flange 41 test in the City of Kali ens Cor Plat recorded in Piet book 32, Pogo 70, of Olekbiic Records of beds unty, Ploridet thence Southwesterly along tho Southeasterly boundary of sold .ot 2 a distance of 00..0 feett thence Northwesterly along a line parallel to the Northeasterly baundsry of said Let 2 a Mammas of 125.00 feet, tnore or less, to tho Northwesterly boundary of said Lot 2, thence Northeasterly along the Northwesterly bounddry of sold Lot 2 rr disunite of 50.0 feet;p thence. Southeasterly *long than Nortboaatarly boundary of said Lot 2 a distance of 125.0 foot, more or lass, to the Point of Degiruting, Slaving and except inj therotra,n that ere& required to stoma a curve with a radius.of 25.00,feat et the most Northerly earner. o!'.'soid,Lot 2. Ofticc Least I 24 Offica Lead EXHIBIT B FLOOR PLAN OF PREMISES Suite 20013 0. rims, 000 gimmut=1:000 EXHIBIT B 10.11101T TENANT IMPROVEMENT WORK LETTER Landlord at his sole cost and expense shall effectuate the following work. Any item that requires the Tenant to make a selection will be xeturncd to the Landlord In writing. The Tenant shall have two (2) business days to return their selection in writing. If tenant fails to return selection on time, any delays caused by this failure shall not held against the Landlord. NONE Office Laud C EXHIBIT D, RULES AND REGULATIONS The following Rules and Regulations, hereby accepted by TENANT, are prescribed by LANDLORD to enable LANDLORD to provide, maintain, and operate, to the best of Landlord's ability, orderly, clean and desirable premises, for tenants therein at as economical a cost as reasonably possible and in as efficient a manner as reasonably possible; to assure security for the protection of tenants so far as reasonably possible, and to regulate conduct in and use of said Premises, in such manner as to minimize interference by others in the proper use of same by TENANT. 1. TENANT, its officers, agents, servants and employees shall not block or obstruct any of the entries, passages, doors, elevators, elevator doors, hallways or stairways of Building or parking facilities, or place, empty or throw any rubbish, litter, trash or material of any nature into such areas, or permit such areas to be used at any time except for ingress or egress of TENANT, its officers, agents, servants, employees, patrons, licensees, customers, visitors or invitees. 2. The movement of furniture, equipment, merchandise or materials within, into or out of the Premises, Building or parking facilities shall be restricted to time, method and routing of movement as determined by LANDLORD upon request from TENANT and TENANT shall assume all liability and risk to property, Premises in such movement. Tenant shall not :move furniture, machines equipment,, merchandise or materials within, into or out of the Premises without having first obtained a written permission from LANDLORD twentywfour (24) hours in advance. Safes, large filing cabinets, electronic data processing equipment and other heavy equipment or machines that may pose a concern with respect to floor loads shall be moved into Premises only with LANDLORD's written consent and placed where directed by LANDLORD. 3. No sign, door plaque, advertisement or notice shall be displayed, painted or affixed by TENANT, its officers, agents, servants, employees, patrons, licensees, customers, visitors, or invitees in or on any part of the outside or inside the Premises without prior written consent of LANDLORD and then only of such color, size, character, style and materials and in such places as shall be approved and designated by LANDLORD. Signs on doors and entrances to Premises shall be placed thereon by a contractor approved by LANDLORD and paid for by TENANT. 4. LANDLORD shall not be responsible for lost or stolen property, equipment, money or any article taken from Premises regardless of how or when loss occurs. 5. No additional locks shall be placed on any door or changes made to existing locks in the Premises without the prior written consent of LANDLORD. LANDLORD shall furnish two keys to each Lock on doors in the Premises and LANDLORD, upon request of TENANT, shalt provide additional duplicate keys at TENANT'S expense. LANDLORD may, at all times, keep a pass key to the Premises. All keys shall be returned to LANDLORD promptly upon termination of this Lease. 6. TENANT, its officers, agents, servants or employees shall do no painting or decorating in. the Premises, or mark, paint or cut into, drive nails or screw into or in any way deface any part of the Premises without the prior written consent of LANDLORD. If TENANT desires signal, communication, alarm or other utility or service connection installed or changed, such work shall be done at expense of TENANT, with the approval and under the direction of LANDLORD. 7. LANDLORD reserves the right to: omea Leasel. EXHIBIT E (A) Close the Building at 6:00 P.M., subject, however, to TENANT's right to admittance under regulations prescribed by LANDLORD, and to require the persons entering the Premises to identify themselves and establish their right to enter or to leave the Premises; (B) close all parking areas between the hours of 9:00 P.M. and 7:00 A.M. during week days; and (C) close all parking areas on weekends and holidays. 8. TENANT, its officers, agents, servants and employees shall not permit the operation of any musical or sound producing instruments or devices which may be heardoutside the Premises, or which may emanate electrical waves which shall impair radio or televisions broadcasting or reception from or in the Building. 9. TENANT, its officers, agents, servants and employees shall, before leaving the Premises unattended, close and lock all doors and shut off all utilities; damage resulting from failure to do so shall be paid by TENANT. 10. All plate and other glass now in the Premises which is broken through cause attributable to TENANT, its officers, agents, servants and employees, patrons, licensees, customers, visitors ' or invitees shall be replaced by and at the expense of TENANT under the direction of LANDLORD. 11. TENANT shall give 'LANDLORD prompt notice of all accidents to or defects in air conditioning equipment, plumbing, electric facilities or any part or appurtenance of the Premises. 12. The plumbing facilities shall not be used for any other purpose than that for which they are constructed, and no foreign substance of any kind shall be thrown therein, and the expense of any breakage, stoppage, or damage resulting from a violation of this provision shall be borne by TENANT, who shall, or whose officers, employees, agents, servants, patrons, customers, licensees, visitors or invitees shall, have caused it. 13. All contractors and/or technicians performing alterations for TENANT to the Promises shall be referred to LANDLORD for approval before performing such work. This shall apply to all work including, but not limited to, installation of telephones, telegraph equipment, electrical devices and attachments, and all installations affecting floors, walls, windows, doors, ceiling, equipment or any other physical feature of the Premises. None of this work shall be done by TENANT without LANDLORD's prior written approval. 14. No showcases or other articles shall be put in front of or affixed to any part of the exterior of the Premises, nor placed in the halls, corridors or vestibules without the prior written consent of LANDLORD. 15. Glass panel doors, that reflect or admit light into the passageways or into any place in the Premises shall not be covered or obstructed by TENANT, and TENANT shall not permit, erect, and/or place drapes, furniture, fixtures, shelving, display cases or .tables, lights or signs and advertising devices in front of or in proximity of interior and exterior windows, glass panels, or glass doors providing a view into the interior of the Premises unless same shall have first been approved in writing by LANDLORD. onicc Leaset EXHIBIT E 16. Canvassing, soliciting and peddling in the Premises is prohibited and each tenant shall cooperate to prevent the same;. In this respect, TENANT shall promptly report such activities to the Property Management office. 17. There shall not be used in any space, or in the public halls of the Premises, either by any TENANT or by jobbers or others, in the delivery or receipt of merchandise, any hand trucks, except those equipped with rubber tires and side guards. 18, The work of LANDLORD's janitorial personnel shall not be hindered by TENANT after 5:30 P.M., and such work may be done at any time when the offices are vacant. The windows, doors and fixtures may be cleaned at any time. TENANT shall provide adequate waste and rubbish receptacles, cabinets, bookcases, map cases, etc., necessary to prevent unreasonable hardship to LANDLORD in discharging its obligation regarding cleaning service. In this regard, TENANT shall also empty all glasses, cups and other containers holding any type of liquid whatsoever. 19. In the event TENANT must dispose of crates, boxes, .etc., which shall not fit into office wastepaper baskets, it shall be the responsibility of TENANT with LANDLORD's assistance to dispose of same. In no event, shall TENANT set such items in the public hallways or other areas of the Building, for disposal. 20. Tenants are cautioned in purchasing furniture and equipment that can easily fit on the, elevator and can pass through the doors of the Premises, Large pieces should be made in parts and set up in the Premmises. LANDLORD reserves the right to refuse to allow any furniture or equipment of' any description to be placed in the Building which does not comply with the above conditions. 21. TENANT agrees that no smoking is permitted inside the Premises or the Common Areas. There are no designated smoking areas in the Common Areas of the Building. 22, If the Premisesdemised to TENANT became infested with vermin, TENANT, at its sole cost and expense, shall cause its Premises to be exterminated from time to time, to the satisfaction of LANDLORD, and shall employ such extermination therefore as shall be approved by landlord. 23. TENANT shall not install any antenna or aerial wires, or radio or television equipment, or any other type of equipment, inside or outside the Building, without LANDLORD's prior approval in writing, and upon such terms and conditions as may be specified by LANDLORD in each and every instance. 24. TENANT shall not advertise the business, profession or activities of TENANT in any manner which violates the letter of spirit of any code of ethics adopted by any recognized association or organization pertaining thereto, or use the name of the Building for any purpose other than that of the business address of TENANT or use any letterhead, envelopes, circulars, notices, advertisements, containers or wrapping material without LANDLORD's express consent in writing. 25, TENANT, its officers, agents, employees, servants, patrons, customers, licensees, invitees and visitors shall not solicit business in the Building' parking facilities or Common Areas, nor shall TENANT distribute any handbills or other advertising matter in automobiles parked in the Building' parking facilities. 26. TENANT shall not conduct its business in such manner as to createany nuisance, or interfere with, .annoy or disturb any other tenant in the Building or LANDLORD in its operation of the Building office Lentil EXHIBIT E or commit waste or suffer or permit waste to be committed in the Premises. In addition, TENANT shall not allow its officers, employees, agents, servants, patrons, customers, licensees, and visitors to conduct themselves in such a manner as tocreate any nuisance or interfere with, annoy or disturb any other TENANT in the Premises or LANDLORD in 'its operation of the Building or commit waste or suffer or permit waste to be committed in the Premises. 27. TENANT, its officers, agents, servants and employees shall not install or operate any refrigerating, heating or air conditioning apparatus or carry on any mechanical operation or bring into the Premises any flammable fluids or explosives without written permission of LANDLORD. 28. TENANT, its officers, employees, agents and servants shall not use the Premises for housing, lodging or sleeping purposes or for the cooking or preparation of food 'without prior written consent of LANDLORD. 29. TENANT, its officers, employees, agents, servants, patrons, customers, licensees, visitors or invitees shall not bring into the Premises or keep on the Premises any fish, fowl, reptile, insect, or animal or any bicycle or other vehicle without the written consent of LANDLORD. 30, Neither. TENANT nor any officers, employees, agents, servants, patrons, customers, licensees, visitors or invitees of TENANT shall go upon the roof of the Premises without the 'written consent of LANDLOW, 31, TENANTS employing laborers or others outside of the Premises shall not have their employees paid in the Premises, but shall arrange to pay their payrolls elsewhere. Oa+ao Leasel EXHIBIT E CERTIFICATE OF USE FIRE SAFETY PERMIT BUSINESS NAME : DSA: DATE ISSUED: VALID FROM: ACCOUNT NUMBER: SERVICE. ADDRESS: APPROVED USE: COMMENTS: THIS IS NOT A BILL ESTRADA HINOJOSA & COMPANY ESTRADA HINOJOSA & COMPANY 09113/10 10101/15 TO 09130116 44142 2937 SW 27 AV 2001B CUM -General Commercial - Office General business office • PLEASE DISPLAY TNI8 CERTIFICATE IN A CCNSPICIJOu8 LOCATION AT OCCUPANCY ADDRESS. • FAVOR DE MOSTRAR ESTE CERTtk4CAnO EN UN $1710 VISIBLE EN LA DtRECCtQN AEr, COMERCIO, NOTICE: This certl➢oale Is Non-Tranefarable. If you relocate, sell the business, or change the type of business a new certificate must be obtained from Bulldog and Zoning at 444 8,W, 2n11 Avenue, 4U Floor, Phone: (306)418.1199, Please note that this Certificate of Use expires on September 30th of the effective year listed herein. Ensuring renewal by October is1: is the responsibility of the business entity. For further information you may call (305) 416-1570. Favor do tomar nota que este Certificado de Uso se vence el 30 de Septielmbre del af'lo Indlcado• Asegurar Ia renovaclon pars el 1 rQ de Octubre es Ia responsabilidad del negocio. Para mis informacion puede llamar al (305) 416-1570. Tanpri note byen sotiflka wap itillze-a ap ekspire jou 30 Septam ane sa-a. Se responsability met biznls la you li renouvle-I Premye Oktob ane kap vini-a. SI ou bexwen plis enfbmasyon, ou ka role nou nan; (306) 416-1570• 0D2 o7. TR ,�.Ati7;' IIINOJOSA & CO, T i.P OM Buslnu ¢'s Tax Rocolpt ¢A�. _........s pa illea .or rpR;r pgNr oumaass Tax, he u oco1 t 1a eat a lieeose, rtprgilkAr.�t cartifidptlan'af tha lioJt oi:a uaiiiicat ns le;'. o ha Lhasa. unitpWgt i oni ilywilh any l avo.rnmonlal Yltottugvernmentd%;tvprtatoryla, VVa.lin rarluhen nlswhloaapplytathe��t(o#�.. Tie RECEIPT NO. abiliki Mast let1lklilayed anal! t lmercia'vehicles—t4jrintl .Dario Cede Sec Ila-278. ' . FotindreItitormoticn,etalima Nr ,miamidpde jet/teXh�llonEar '; ING,.CCI lay TAX COLLECTOR S270.00 07/20/2015 • .CHECK21:I5—o99s6a (1 Appendix B: Signed Affidavit - Compliance with Minimum Requirements & Pre -Requisites F .IItA[)A III ESTRADA• HINOJOSA INVESTMENT BANKERS AFFIDAVIT Proposer's Declaration of Compliance Estrada Hinojosa & Company, Inc, ("Proposer" or "Firm") affirms that it is in compliance with all minimum requirements and pre -requisites as stated in Section 2.9 of the Request for Qualifications for Municipal Bond Underwriting Services No. 521381, Robert A. Estrada Senior Managing Director/CCO STATE OF TEXAS COUNTY OF DALLAS Subscribed and sworn to before me this 11th day of December, 2015, [SEAL] NOTARY PUBLIC 4kti, OELINDAANNGARMA MY COMMISSION EXPIRES November 10, MS ESTRADA HINOJOSA & COMPANY, INC. 1717 Main Street A Suite 4700, Lackbox 47 , Dallas, Texas 75201 (214)658.1670 .(800)876.5352 .. Fax (214)858.187i Mambo, FINM781PC DALLAS AUSTIN CHICAGO HOUSTON MIAMI NEW VORK SAN ANTONIO SAN DIEGO Appendix C: State of Florida Department of State Certification 1 RAID1II(�!c State of Florida Department of State 1 certify from the records of this office that ESTRADA HINOJOSA & COMPANY, INC. is a Texas corporation authorized to transact business in the State of Florida, qualified on April 25, 2003. The document number of this corporation is F03000002093. I further certify that said corporation has paid all fees due this office through December 31, 2015, that its most recent annual report/uniform business report was filed on February 24, 2015, and its status is active. I further certify that said corporation has not filed a Certificate of Withdrawal. Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capital, this the Twenty-fourth day of February, 2015 VA* 044A Secretary of State Authentication ID: CC0777143139 To authenticate this certificate,visit the following site,enter this ID, and then follow the instructions displayed. https://efile.sunbiz.org/certauthver.htnil Appendix D: 3rd Quarter 2015 G-37 Filing E ST R A DA 1 11 NOJOSA Scott Felt From: EMMANotifications@msrb.org Sent: Wednesday, October 28, 2015 1:05 PM To: Scott Felt Subject: G-37 Receipt The MSRB has received your electronic G-37 submission. This e-mail, together with a copy of your form submission, should be kept for your records as required under MSRB Rule G-8. To view, print and store a copy of your submission, log onto EMMA Data port. Recent submissions can be accessed under the Recent Submissions section of the Political Contributions submission page. This submission is identified by the Submission ID number provided below. Submission ID: EP696799 MSRB Receipt Date: 10/28/2015 1:56:40 PM USER ID: SFELT1 First Name: Scott Last Name: Felt MSRB ID: A3631 Organization Name: Estrada Hinojosa & Co., Inc. If you need assistance, please contact MSRB Support at 703-797-6668. 1 FORM G-37 Name of dealer: Estrada Hinojosa & Co,, Inc. Report Period: Third Quarter of 2015 State b. None State None I. CONTRIBUTIONS made to issuer officials (listed by state) Complete name, title (including any city/county/state or other political subdivision) of issuer official II MSRB Contributions by each contributor category (Le, dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals and non-MFP executive officers). For each contribution, list contribution amount and contributor category (For example, $500 contribution by non-MFP executive officer) If any contribution is the subject of an automatic exemption pursuant to Rule G-37(j), list amount of contribution and date of such automatic exemption. II. PAYMENTS made to political parties of states or political subdivisions (listed by state) Complete name (including any city/county/state or other political subdivision) of political party Payments by each contributor category (Le., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals, and non-MFP executive officers), For each payment, list payment amount and contributor category (For example, $500 payment by non-MFP executive officer) FORM G-37 Contribution State None III. CONTRIBUTIONS made to bond ballot campaigns (listed by state) Official name of bond ballot campaign and jurisdiction (including city/county/state or other political subdivision) for which municipal securities would be issued and the name of the entity issuing the municipal securities III MSRB Contributions, including the specific date the contributions were made, by each contributor category (i.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals and non-MFP executive officers), For each contribution, list contribution amount and contributor category (For example, $500 contribution by non-MFP executive officer) Reimbursement List below any payments or reitnbursernents, related to any disclosed bond ballot contribution, received by each broker, dealer or municipal securities dealer, municipal finance professional or non-MFP executive officer from any third party, including the amount paid and the name of the third party making such payments or reimbursements. None FORM G-37 III MSRB IV. ISSUERS with which dealer has engaged in municipal securities business (listed by state) A. Municipal Securities Business State Complete name of issuer and Type of municipal securities business city/county (negotiated underwriting, agency offering, financial advisor, or remarketing agent) See Attachment B. Ballot -Approved Offerings Full issuer name and full issue description of any primary offering resulting from the bond ballot campaign to which each contributor category (Le., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals and non-MFP executive officers) has made a contribution and the reportable date of selection on which the broker, dealer or municipal securities dealer was selected to engage in such municipal securities business. Full Issuer Name None Full Issue Description Reportable Date of Selection FORM G-37 Signature: electronic Name: Scott Felt Address: 1717 Main Street, Dallas, TX 75201 Phone: 214-743-1369 Date: Oct 28, 2015 Submit two completed forms quarterly by due date (specified by the MSRB) to: Municipal Securities Rulemaking Board 1900 Duke Street, Suite 600 Alexandria, VA 22314 TFFMSRB Issuer ESTRADA HINOJOSA & COMPANY, INC. Financial Advisory Clients 2015 Issue Amount Dated Date City of San Antonio, Texas City of San Antonio, Texas Dallas Independent School District City of San Antonio, Texas City of San Antonio, Texas City of San Antonio, Texas City of San Antonio, Texas City of Fort Worth, Texas City of Fort Worth, Texas City of Edinburg, Texas City of Edinburg, Texas United Independent School District City of Donna, Texas Texas Transportation Commission (State Highway Fund) City of Brownsville, Texas City of San Antonio, Texas Los Fresnos Consolidated Independent School District San Patricio County, Texas Love Field Airport. Modernization Corporation Metropolitan Transit Authority of Harris County, Texas (THIRD QUARTER) Airport System Revenue Improvement $ 38,805,000 Bonds, Series 2015 (AMT) Customer Facility Charge Revenue Bonds, $ 123,900,000 Taxable Series 2015 (Consolidated Rental Car Special Facilities Project) Multi -Modal Limited Maintenance Tax $ 75,000,000 Notes, Series 2015 General Improvement and Refunding Bonds, $ 234,510,000 Series 2015 Combination Tax and Revenue Certificates of $ 36,360,000 Obligation, Series 2015 Combination Tax and Revenue Certificates of $ 43,820,000 Obligation, Taxable Series 2015 Tax Notes, Series 2015 $ 4,780,000 General Purpose Refunding and $ 127,725,000 Improvement Bonds, Series 2015A Water and Sewer System Revenue Refunding $ 126,615,000 and Improvement Bonds, Series 2015A General Obligation Refunding Bonds, Series $ 5,270,000 2015 Utility System Revenue Refunding Bonds, $ 7,700,000 Series 2015 Unlimited Tax School. Building Bonds, Series $ 87,960,000 2015 Certificates of Obligation, Series 2015 $ 4,065,000 First Tier Revenue Refunding Bonds, Series $ 781,080,000 2015 Utilities System Revenue Refunding Bonds, $ 94,770,000 Series 2015 Electric and Gas System Refunding Revenue $ 320,530,000 Bonds, Series 2015 Unlimited Tax Refunding Bonds, Series 2015 $ 34,055,000 General Obligation Refunding Bonds, Series $ 15,415,000 2015 General Airport Revenue Bonds, Series 2015 $ 109,235,000 Sales and Use Tax Bonds, Series 2015A $ 52,575,000 07/01/15 07/01/15 07/01/15 07/01/15 07/01/15 07/01/15 07/01/15 07/01/15 07/01/15 07/15/15 07/15/15 07/15/15 07/15/15 07/22/15 08/01/15 08/01/15 08/01/15 8/15/15 08/18/15 08/28/15 Issuer ESTRADA HINOJOSA & COMPANY, INC. Financial Advisory Clients 2015 Issue Amount Dated Date Metropolitan Transit Authority of Harris County, Texas Webb Consolidated Independent School District City of Laredo, Texas City of Laredo, Texas Dimmit County, Texas Hidalgo County, Texas Hidalgo County, Texas Hidalgo County, Texas City of Hempstead, Texas City of Dallas Housing Finance Corporation City of Dallas, Texas Texas Transportation Commission Sales and Use Tax Contractual Obligations, $ 62,485,000 08/28/15 Series 2015B Unlimited Tax School Building Bonds, Series $ 6,530,000 09/01/15 2015 Combination Tax and Revenue Certificates of $ 19,765,000 09/01/15 Obligation, Series 2015 Waterworks and Sewer System Revenue $ 15,045,000 09/01/15 Bonds, New Series 2015 Combination Tax and Limited Pledge $ 9,990,000 09/10/15 Revenue Certificates of Obligation, Series 2015 Certificates of Obligation, Series 2015A $ 15,785,000 09/15/15 Limited Tax Refunding Bonds, Series 2015E $ 14,760,000 09/15/15 Limited Tax Refunding Bonds, Taxable $ 24,990,000 09/15/15 Series 2015C Equipment Notes $ 630,000 09/16/15 Multifamily Mortgage Revenue Bonds $ 10,000,000 09/16/15 (Martha's Vineyard Place Project), Series 2015 Waterworks and Sewer System Commercial $ 300,000,000 09/24/15 Paper Notes, Series D State of Texas General Obligation Mobility $ 911,360,000 09/30/15 Fund Refunding Bonds, Series 2015-A Total (32 Transactions) $ 3,715,510,000 ESTRADA HINOJOSA & COMPANY Financial Advisory Clients 2015 Issuer NEW CLIENTS (THIRD QUARTER) Texas Department of Transportation (P3) Texas State University System (P3) — Subconsultant Town of Rancho Viejo, Texas Travis County E.S.D. #1 West Oso, Texas Independent School District Estrada Hinojosa & Company, Inc. Negotiated Underwritings 2015 Issuer Issue Amount Liability Dated Date (THIRD QUARTER) City of Cibolo, Texas General Obligation and Refunding Bonds, Series $ 9,115,000 40% 07/0i115 2015 Collin County, Texas Unlimited Tax Road and Refunding Bonds, Series $ 67,075,000 40% 07/01/15 2015 Collin County, Texas Limited Tax Refunding and 1=nprovement Bonds, $ 3,675,000 40% 07/01/15 Series 2015 Northside Independent School District Unlimited Tax School Building and Refunding $ 93,420,000 12.50% 07/01/15 Bonds, Series 2015 New York State Environmental Facilities Corporation State Clean Water and Drinking Water Revolving $ 219,770,000 2% 07/02/15 Funds Revenue Bonds (New York City Municipal Water Finance Authority Projects -Second Resolution Bonds), Series 2015A Miami -Dade County, Florida Aviation Revenue and Revenue Refunding Bonds, $ 498,340,000 4% 07/08/15 Series 2015A (AMT) Miami -Dade County, Florida Aviation Revenue Refunding Bonds, Series 2015E $ 38,500,000 4% 07/08/15 (Non-AMT) Miami -Dade County, Florida Public Facilities Revenue and Revenue Refunding $ 205,350,000 4% 07/09/15 Bonds (Jackson Health System), Series 2015A Bexar County, Texas Pass -Through Revenue and Limited Tax Bonds, $ 17,405,000 12.50% 07/15/15 Series 20I5A (FM 471 Project) Bexar County, Texas Pass -Through Revenue and Limited Tax Bonds, $ 29,385,000 12.50% 0 07/15/15 Series 2015B (1604 East Project) City of Chicago, Illinois General Obligation Bonds, Series 2015A $ 345,530,000 5% 07/21/15 City of Chicago, Illinois General Obligation Bonds, Taxable Series 2015B $ 742,860,000 5% 07/21/15 School Board of Miami -Dade County, Florida Certificates of Participation, Series 2015B $ 239,630,000 10% 07/30/15 Lancaster Independent School District Unlimited Tax School Building Bonds, Series 2015- $ 48,110,000 16.67% 08/01/15 A * Co -Senior Manager ** Senior Manager Issuer Estrada Hinojosa & Company, Inc. Negotiated Underwritings 2015 Issue Amount Liability Dated Date Lancaster Independent School District Brooks Development Authority Brooks Development Authority Brooks Development Authority San Jacinto Community College District State of Ohio** City of Austin, Texas City of Austin, Texas Metropolitan Transportation Authority Metropolitan Transportation Authority New York State Environmental Facilities Corporation New York State Environmental Facilities Corporation New York State Environmental Facilities Corporation Unlimited Tax Refunding Bonds, Series 2015-B $ Senior Lien Revenue Bonds, Series 2015A-1 5 Senior Lien Revenue Bonds, Series 2015B-1 Senior Lien Revenue Bonds, Taxable Series 2015B- $ 2 9,630,000 36,100,000 7,200,000 11,600,000 16.67% 25% 25% 25% Combined Fee Revenue Bonds, Series 2015 $ 47,535,000 10% o (Treasurer of State) Capital Facilities Lease- $ 30,000,000 70% Appropriation Bonds, Series 2015B (Cultural and Sports Facilities Building Fund Projects) Water and Wastewater System Revenue Refunding $ 249,145,000 7% Bonds, Series 2015A Water and Wastewater System Revenue Refunding $ 40,000,000 7% Bonds, Taxable Series 2015B Transportation Revenue Refunding Bonds, Series $ 477,110,000 1.05% 2015C Subseries 2015C-1 (Fixed Rate) Transportation Revenue Refunding Bonds, Series $ 72,890,000 1.05%0 2015C Subseries 2015C-2 (Fixed Rate Mandatory Tender Bonds) State Revolving Funds Revenue Bonds (2010 Master $ 80,520,000 2% Financing Program) (Green Bonds), Series 2015B (Tax -Exempt) State Revolving Funds Revenue Bonds (2010 Master $ 31,370,000 2% Financing Program) (Green Bonds), Series 2015C (Federally Taxable) State Revolving Funds Revenue Bonds (2010 Master $ 367,455,000 2% Financing Program.) (Green Bonds), Series 2015D (Tax -Exempt) 08/01/15 08/03/15 08/03/15 08/03/15 08/06/15 08/12/15 08/18/15 08/18/15 08/18/15 08/18/15 08/20/15 08/20/15 08/20/15 * Co -Senior Manager ** Senior Manager Estrada Hinojosa & Company, Inc. Negotiated Underwritings 2015 Issuer Issue Amount Liability Dated Date City of Harlingen, Texas Waterworks and Sewer System Revenue Bonds, $ 12,000,000 25% 09/01/15 Series 2015A City of Harlingen, Texas Waterworks and Sewer System Revenue Refunding $ 6,475,000 25% 09/01/15 Bonds, Series 2015B San Jacinto Community College District Limited Tax General Obligation Refunding Bonds, $ 46,505,000 10% 09/10/15 Series 2015 Chicago Transit Authority Capital Grant Receipts Revenue Refunding Bonds $ 176,920,000 5% 09/16/15 5307, Series 2015 and 5337, Series 2015 Metropolitan Transportation Authority Transportation Revenue Refunding Bonds, Series $ 357,030,000 1.05% 09/17/15 2015D Subseries 2015D-1 (Fixed Rate) Metropolitan Transportation Authority Transportation Revenue Refiinding Bonds, Series $ 50,665..000 1.05% 09/17/15 2015D Subseries 2015D-2 (Mandatory Tender Bonds) Total Negotiated Underwritings (33 Transactions) 5 4,66R 315,0011 * Co -Senior Manager ** Senior Manager Issuer Estrada Hinojosa & Company, Inc. Competitive Underwritings 2015 Issue Amount Liability Dated Date Orange County, Florida City of New Rochelle (Westchester County, New York) County of Sonoma, California City of Bryan, Texas North Dakota Public Finance Authority Independent School District No. 273 (Edina), Minnesota City and County of San Francisco, California Hillsborough County, Florida State of Michigan City of Portland, Oregon State of Maryland State of Maryland State of Florida (Department of Transportation) County ofPrince William, Virginia (THIRD QUARTER) Tourist Development Tax Refunding Revenue $ 154,195,000 $5,000,000 07/07/15 Bonds, Series 2015 General Obligation Public Improvement Refunding $ 4,510,000 $1,000,000 07/08/15 (Serial) Bonds, 2015 Measure F Sales Tax Revenue Refunding Bonds, $ 43,335,000 $5,000,000 07/08/15 Series 2015A (Limited Tax Bonds -Agricultural Preservation and Open Space) General Obligation Refunding Bonds, Series 2015 $ 19,480,000 $2,060,000 07/15/15 State Revolving Fund Program Bonds, Series 2015A $ 119,195,000 $5,000,000 07/21/15 General Obligation School Building Bonds, Series $ 119,945,000 $5,000,000 07/22/15 2015A Certificates of Participation (War Memorial Veterans Building Seismic Upgrade and Improvements), Series 2015A $ 112,100,000 $5,000,000 07/22/15 Community Investment Tax Refunding Revenue $ 139,215,000 $5,000,000 07/29.15 Bonds, Series 2015 Comprehensive Transportation Refunding Bonds, $ 29,380,000 $5,000,000 07/29/15 Series 2015 General Obligation Bonds, 2015 Series C (Parks $ 23,850,000 $5,000,000 07/30/15 Improvements — Tax Exempt) General Obligation Bonds, State and Local Facilities $ 450,000,000 $5,000,000 08/03/15 Loan of 2015, Second Series A Tax -Exempt Bonds General Obligation Bonds, State and Local Facilities $ 50,000,000 $5,000,000 08/03/15 Loan of 2015, Second Series B Taxable Bonds Turnpike Revenue Bonds, Series 2015A $ 241,480,000 $5,000,000 08/04/15 General Obligation Public Improvement Bonds, $ 61,805,000 $5,000,000 08/13/15 Series 2015 * Co -Senior Manager ** Senior Manager Estrada Hinojosa & Company, Inc. Competitive Underwritings 2015 Issuer Issue Amount Liability Dated Date North Texas Municipal Water District Pleasant Valley School District, Pennsylvania Olivenhain Municipal Water District State of Florida (Department of Transportation) City of Frisco, Texas County of Chesterfield, Virginia North Texas Municipal Water District ` Total Competitive Underwritings GRAND TOTAL IN UNDERWRITINGS Regional Wastewater System Revenue Refunding $ 65,250,000 $5,000,000 08/15/15 and Improvement Bonds, Series 2015 General Obligation Bonds, Series of 2015 $ 22,130,000 $5,000,000 08/I9/15 Water System Refunding Revenue Bonds, Series $ 23,455,000 $5,000,000 08/27/15 2015A Right -of --Way Acquisition and Bridge Construction $ 213,885,000 $5,000,000 09/01/15 Refunding,Bonds, Series 2015A Combination Tax and Limited Surplus Revenue $ 20,740,000 $1,855,000 09/0I/15 Certificates of Obligation, Taxable Series 2015E General Obligation Public Improvement Refunding $ 57,420,000 $5,000,000 09/03/15 Bonds, Series B of 2015 Stewart Creek West Regional Wastewater System $ 65_845,000 $5,000,000 09/15/15 Contract Revenue Bonds, Series 2015 (21 Transactions) (54 TRANSACTIONS) S 2.037,215.0(H1 S 6,705,530,000 * Co -Senior Manager ** Senior Manager Citigroup Gfa al Markets Inc. l •Municipal Securities Division` • December 16, 2015 cffl® City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services Proposer/Firm's Name Citlgroup Global Markets Inc. ("Citi or Citigroup") Title of RFQ Request for Qualifications for Municipal Bond Underwriting Services RFQ Number 521381 FEIN Number 11-2418191 Contact Person for the RFQ Norman Pellegrini, Managing Director 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 Phone: (407) 999-7945 Fax: (407) 999-7958 E-mail: norman.pellegrini@citi.com G-23 Disclosure Citigroup is providing the information contained in this document for discussion purposes only in anticipation of serving as underwriter to the City of Miami, Florida. (the "City"). The primary role of Citigroup, as an underwriter, is to purchase securities, for resale to investors, in an arm's-length commercial transaction between the City and Citigroup and that Citigroup has financial and other interests that differ from those of the City, Citigroup is not acting as a municipal advisor, financial advisor or fiduciary to the City or any other person or entity. The information provided is not intended to be and should not be construed as "advice" within the meaning of Section 15B of the Securities Exchange Act of 1934. The City should consult with its own financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the extent it deems appropriate. The City should consider whether to engage an advisor to act in a fiduciary capacity on its behalf in connection with this transaction. CITY OF MIAMI, FLORIDA Request for Qualifications for Underwriting Services December 16, 2015 Yadissa Calderon City Clerk City of Miami 3500 Pan American Drive Miami, FL 33133 Dear Yadissa: December 16, 2015 Letter of Transmittal Citigroup Global Markets Inc. ("Citi" or "Citigroup") is extremely proud to respond to the City of Miami's (the "City") request for qualifications for municipal bond underwriting services. Over the past two decades, Citi has established itself as the preeminent underwriter of municipal securities. The key elements in our success are our (i) leadership position in and commitment to municipal finance, (ii) experience and leadership nationally and in Florida, and (iii) record of performance in the distribution of tax-exempt bonds to all investor segments. These factors make Citi ideally suited to serve as a member of the City's underwriting team. Leadership in Municipal Finance. Citi has led the industry as the top ranked underwriter of negotiated municipal bonds in 12 of the last 18 years. This leadership is achieved by a strong commitment of resources and capital to our clients. Citi's Municipal Securities Division is staffed with 418 professionals, making it the largest municipal finance practice in the country. Citi is a premier world-wide financial services company with excess net capital of $4,7 billion as of September 30, 2015, Citi can underwrite the largest bond issues in the municipal market. Over the past year alone, we have committed nearly $1.5 billion in capital to underwrite unsold bonds for our clients in negotiated transactions. Commitment to the State of Florida. Citi has consistently maintained a strong commitment to Florida. Citi has served as underwriter on more negotiated municipal bond issues in the State of Florida than any other firm. From January 1, 2012 to December 31, 2014, Citi is the #1 ranked Florida underwriter, serving as senior manage on 63 Florida issues for $5.5 billion in the state, representing 17.2% of the market share. Furthermore, Citi's commitment to Florida extends far beyond our ranking as a top municipal debt underwriter. Florida is also home to Citi's largest employment commitment outside of New York. Including Citi's subsidiaries, such as Citibank, we have approximately 9,508 employees throughout Florida. Within the City of Miami, Citi has 18 offices with 759 employees. Citi maintains investment banking offices in Orlando, North Palm Beach, and Tampa and a municipal underwriting desk in Tampa to serve our Florida clients. Market Leading Institutional Sales and Municipal Capital Markets Platform. Citi has the strongest institutional municipal sales network of any firm. That said, demonstrating the ability to provide better execution than our competition is not easy, as every firm in this business also has relationships with institutional investors. The difference among firms is the strength of those relationships and what that strength means to issuers such as the City. A recently released Greenwich Associates Survey presents direct feedback from the institutional investor community on the capital markets capabilities of the firms most active in the municipal market. Citi ranked number one in every category. We are extremely proud of these results as they confirm the strength of our relationships with investors and solidify our position as a leading market maker in municipals, providing liquidity to buyers and ultimately a lower cost of funds for our primary market issuers. There is a difference among firms and it truly matters as the City looks to receive the best possible execution and the lowest possible interest rates. Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 (407) 999-7941 Greenwich Survey Results (Citi Rankings 2012 - 2014) Category Understanding and Acting on Customers' Needs Executing Large Trades (<$10mm) Providing Consistent Liquidity Fastest Bids and Offers Market Flow Information Intense Sales Coverage Use Research to Provide Trade Ideas CITY OF MIAMI, FLORIDA Request for Qualifications for Underwriting Services December 16, 2015 Letter of Transmittal Comprehensive Retail Sales Capabilities. In addition to our award winning municipal institutional sales team, Citi has a five -channel retail distribution network consisting of more than 15,000 financial consultants serving over 1,200 locations throughout the nation. Our five channels consist of: 1. UBS Distribution Agreement: access to 7,000 financial consultants who manage $900 billion in assets, including 951financial consultants in 41 Florida offices 2. Dedicated Salesforce Covering Separately Managed Accounts: access to these retail based accounts which total more than $300 billion in assets. 3. Citi Private Bank: system of 1,000 private bankers managing $272 billion in assets. 4. Citi Personal Wealth Management: 29 teams made up of 137 advisors and 186 independent advisors. 5. The MuniCenter: we offer this technological edge for the City's bond sale through on-line access to more than 7,800 financial consultants, including 232 financial advisors and 32 offices in Florida. We hope this proposal demonstrates our understanding and commitment to assist the City with the proposed financings and achieve the lowest borrowing cost in a timely manner. Citi's banking and marketing teams will be available to the City on a priority basis through all phases of the financing. If you have any questions regarding the information contained herein or require additional information, please do not hesitate to call us. Thank you for your time and consideration of Citi. Sincerely, Az6, Norman Pellegrini, Managing Director 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 Phone: (407) 999-7945 Fax: (407) 999-7958 e-mail: norman.pellegrini@citi.com Michael Baldwin, Director 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 Phone: (407) 999-7941 Fax: (407) 999-7958 e-mail: michaei.h,baldwin@citi.com Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 (407) 999-7941 CITY OF MIAMI, FLORIDA Request for Qualifications for Underwriting Services December 16, 2015 Table of Contents City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services Prepared By: cffi December 16, 2015 Table of Contents 1. Cover Page 1 2. Table of Contents 2 3, Executive Summary 3 4. Proposer's Overall Qualifications and Experience 6 5, Proposer's Ability to Underwrite Capacity Bond 11 6. Qualification and Experience of Personnel 17 7, Understanding of City 29 8. Description of the approach to providing services requested in the solicitation 32 9. Trade Secrets Execution to Public Records Disclosure 34 Appendix A. Certification Statement and Required Forms Appendix B. Citi's Red Book Listings Appendix C. Citi's Negotiated Sales in the State of Florida Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 (407) 999-7941 CITY OF MIAMI, FLORIDA Request for Qualifications for Underwriting Services December 16, 2015 Page 1 1. Cover Page The Cover Page should include the Proposer's name; name of the firm's representative designated as the day-to-day contact person for the resultant contract; Primary Office Location (Local Business Address, if applicable) preferably address of office(s) which will staff this engagement; Business Phone/Fax Number/E-mail Address; Title of RFQ; RFQ Number; Federal Employer Identification Number or Social Security Number. Please see our cover page preceding the letter of transmittal. Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 (407) 999-7941 CITY OF MIAMI, FLORIDA Request for Qualifications for Underwriting Services December 16, 2015 Page 2 2. Table of Contents The Table of Contents should outline, in sequential order, the major sections of the Proposal as listed below, including all other relevant documents requested for submission. All pages of the Proposal, including the enclosures, should be clearly and consecutively numbered and correspond to the Table of Contents. Please see our table of contents preceding page 1. Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 (407) 999-7941 CITY OF MIAMI, FLORIDA Request for Qualifications for Underwriting Services December 16, 2015 Page 3 3. Executive Summary A signed and dated summary of not more than three (3) pages containing the Proposer's Overall Expertise, Qualifications and Experience. Include the name of the organization, business phone, contact person, and phone/fax/email address. Describe its overall organization, history and background, tax status, principals, owners, board of directors and/or board of trustees, number of professionals employed, and the date Proposer was incorporated/organized; State(s) incorporated/organized in. Citigroup Global Markets Inc. ("Citi") is pleased to submit our response to the City's Request for Qualifications for Municipal Bond Underwriting Services. We hope that the attached material confirms that Citi is eminently qualified to serve as a senior manager for the City's future financing endeavors. We are seeking to be qualified under Capital Before Haircut (A) (i.e. capital before haircut in excess of $2,500,000) and respectfully request to be evaluated for the role of Senior/Co-Senior Manager for the City's underwriting team. Should we not be chosen for, we would like to be considered for a Co -Manager role on any and all upcoming financings. History of the Firm. Headquartered in New York City, Citigroup Inc. is a leading financial services company with some 200 million customer accounts in more than 160 countries. Citi's origin dates back to the formation of Citibank in 1812. With many investment banks today being owned by foreign companies, it is important to note that Citi is a U.S. based company (current tax status) born from the marriages of some of this country's finest organizations. E.F. Hutton, Shearson, Salomon, Travelers Group, Citicorp and Smith Barney, all domestically based businesses, form the Citi family tree. With 259,000 employees and total assets of approximately $1.9 trillion, Citi is one of the leading brokerage firms supporting the largest distribution network in the industry. Citi's investment banking business and broker/dealer, Citigroup Global Markets Inc., is a wholly owned subsidiary of Citigroup Inc., a publicly held corporation (NYSE: C). Citigroup Global Markets Inc. was incorporated in February 23, 1977 in the State of New York. Citi is a public company managed by a board of directors. While Citi's principal office is headquartered in New York City, Citi maintains offices in all 50 states with a substantial presence in the state of Florida, and the City of Miami. Board of Directors and Owners. Provided below is Citi's Board of Directors and a list of top institutional owners. Citigroup Board of Directors Michael L. Corbat Duncan P. Hennes Peter Blair Henry Franz B. Humer Eugene M. McQuade Michael E. O'Neill Gary M. Reiner Judith Rodin Anthony M. Santomero Joan E. Spero Diana L. Taylor William S. Thompson, Jr, James S. Turley Ernesto Zedillo Citigroup Top Institutional Holders Holder Vanguard Group, Inc. (The) State Street Corporation FMR, LLC BlackRock Institutional Trust Company, N.A. Invesco Ltd. JP Morgan Chase & Company Bank of New York Mellon Corporation Northern Trust Corporation Wellington Management Company, LLP Franklin Resources, Inc Shares % Out 161,889,354 5.43 124,534,257 4,18 90,154,670 3.03 80,181,680 2.69 49,947,726 1,68 48,702,028 1.63 43,611,869 1.46 39,795,709 1,34 39,612,027 1.33 36,590,598 1,23 Value (Asof9/30/15) 8,031,331,013 6,178,144,614 4,472,573,268 3,977,813,224 2,477,906,736 2,416,107,657 2,163,584,864 1,974,265,163 1,965,152,699 1,815,259,603 Organizational Structure — Citi's Municipal Securities Division. Within Citigroup Global Markets Inc,, Citi's Municipal Securities Division consists of the Public Finance Department, the Municipal Underwriting Syndicate, the Sales and Trading Department and Citi Community Capital Group. With 418 -i professionals, the Municipal Securities Division represents the largest commitment of people and capital to the municipal industry. Our organizational structure provides clients with access to all of Citi's municipal products, including underwriting, sales and trading, marketing, short-term finance, credit and financial products. Citi remains committed to our clients and to the industry in all aspects. Our overall commitment to the municipal business is as strong as ever. We are committed to putting our full resources to bear for the City. 418 Professionals Citi's Public Finance Department. Municipal finance is one of Citi's most successful and important businesses. Our success in municipal finance stems from both our banking and capital markets franchises. The resources we have placed in those franchises have resulted in Citi being the #1 ranked senior Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 (407) 999-7941 CITY OF MIAMI, FLORIDA Request for Qualifications for Underwriting Services December 16, 2015 Page 4 managing underwriter in negotiated municipal finance for 12 of the past 18 years. This unprecedented success has provided our Municipal Securities Division ("MSD") tremendous credibility and attention internally that has translated directly into our ability to provide better coverage and resources to our municipal clients. Citi's Public Finance Department is comprised of 145 bankers located in 16 offices, including our eight Florida public finance bankers located in Orlando, Tampa, and North Palm Beach. Citi has one of the largest commitments of people and capital to serve municipal clients. In Florida, our bankers have a deep commitment to and long history of success with our clients. Primary Contacts. Norman Pellegrini, Managing Director, and Michael Baldwin, Director will serve as the City's primary contacts and day-to-day managers and will ensure that all of Citi's resources are committed to the City on the highest priority basis. Please find their contact information below. Norman Pellegrini Managing Director Citigroup Global Markets Inc. 200 South Orange Ave, Suite 2170 Orlando, FL 32801 Tel: (407) 999-7945 Fax: (407) 999-7958 norman.pellegrini@citi.com Michael Baldwin Director Citigroup Global Markets Inc. 200 South Orange Ave, Suite 2170 Orlando, FL 32801 Tel: (407) 999-7941 Fax: (407) 999-7958 michael.h.baldwin@citi.com Underwriting Capabilities. It is also important to note that in addition to the our strong Public Finance presence in Florida, we are also the only firm with a full service Florida underwriting, sales and trading desk, regional commitment center and institutional sales office, located in Tampa. Citi's underwriting operation in Tampa is one of the strongest regional desks in the industry with two underwriters, three traders, and two retail liaisons. State of Florida Presence. Citi is a national firm but has had a strong regional presence in the State of Florida for the last 30 years. Citi is one of the leading employers in the State of Florida including various business lines such as IT, consumer banking, investment banking and lending. In Florida, Citi employs 9,508 individuals across the various business units in 104 offices throughout the state. Our overwhelming presence in Florida demonstrates our strong commitment to the success of the region. In addition, Citi has a strong presence in Miami -Dade County and the City of Miami. We employ approximately 874 individuals across the various business units in 28 offices throughout the County, with the majority in the City of Miami. Within the City of Miami, Citi operates 18 offices employing 759 employees, perhaps making Citi one of the largest employers within the City. Global Functions 665 Consumer Banking. 1 462 ICG. 605' Consumer Lending, 198 Florida Presence 9,508 Employees IT 6,578 Citi's Presence in Miami -Dade County Location Coral Gables # of Offices 2 Headcount 25 Hialeah 2 14 Key Biscayne 1 Miami 18 759 Miami Beach 3 35 N. Miami Beach 1 24 Surfside 8 Total 28 874 National Senior Manager Experience. Citi's national senior managed presence is unparalleled in the industry, From January 1, 2012 to December 31, 2014, our firm has senior managed 835 municipal bond issues nationally, totaling over $82,8 billion in par amount. This establishes Citi as the #3 ranked senior managing underwriter of municipal bonds during that time period. Florida Senior Manager Experience. Our national experience correlates to our rankings in Florida. From January 1, 2012 to December 31, 2014, Citi has senior managed 63 municipal bond issues in the State of Florida totaling over Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 (407) 999-7941 CITY OF MIAMI, FLORIDA Request for Qualifications for Underwriting Services December 16, 2015 Page 5 $5.5 billion in par amount. This establishes Citi as the #1 ranked senior managing underwriter of municipal bonds in Florida during that time period. Willingness and Ability to Underwrite Bonds. Citi is a premier world-wide financial services company. Citi's Tier 1 estimated Basel III common ratio was 11.6% at the close of 3Q 2015, which is well above the Federal Reserve minimum 6% benchmark required for banks to be considered "well capitalized". In addition, with excess net capital of $4.7 billion as of September 30, 2015, Citi can underwrite the largest bond issues in the municipal market. Over the past year alone, we have committed nearly $1.5 billion in capital to underwrite unsold bonds for our clients in negotiated transactions. Credit Ratings. Amid the many challenges of recent market environments, Citi maintains an extremely strong capital position and has taken proactive steps to reduce risk, strengthen capital ratios and increase liquidity. Citibank is rated Al/A/A+ and maintains short-term ratings of P-1/A-1/F1 (Moody's/S&P/Fitch). In November 2013, Moody's concluded its review of eight large US banking groups, reflecting the agency's belief that there is an increased likelihood the government wouldn't support them in the event of a crisis, of which Citigroup was one. As a result, Citibank's long-term rating was upgraded to A2 from A3 and short-term rating to P-1 from P-2 citing stronger balance sheet, improved profitability and reduced earnings volatility. In May of this year, Moody's again upgraded Citibank to Al from A2. Citigroup Inc. (Parent) Term LongTerm Short Term Moodys Rating Outlook Baal P-2 Stable S&P Fitch Rating Outlook Rating Outlook BBB+ Stable A Stable A-2 Fl Citigroup Global Markets Inc. ("CGMI") Moodys S&P Fitch Term LongTerm Short Term Rating Outlook Rating Outlook Rating Outlook A Watch Positive A+ Stable A-1 F1 Baal WR Stable Citibank N.A. Term LongTerm Short Term Moodys Rating Outlook Rating Outlook Rating Outlook Al Stable A Watch Positive A+ Stable P-1 A-1 F1 S&P Fitch Citi understands the scope of services that the City seeks and is prepared to adhere to the entire general and special conditions of the City as detailed in the RFQ. Thank you for the opportunity to respond to the financing needs of the City of Miami. We look forward to your response to our proposal. Sincerely, i�l�iva�i 7' Norman Pellegrini, Managing Director Date: December 16, 2015 Michael Baldwin, Director Date: December 16, 2015 Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 (407) 999-7941 CITY OF MIAMI, FLORIDA Request for Qualifications for Underwriting Services December 16, 2015 Page 6 4. Proposer's Overall Qualifications and Experience a) Proposer shall satisfy each of the minimum requirements listed under Section 2 9, Proposer's Minimum Qualifications, of the RFQ. Proposer must also submit an affidavit of Proposers declaration of compliance to the Minimum Requirements and Pre Requisites as stated in Section 2,9 A. Have national recognition as an underwriting firm as exemplified by continuously maintaining a Red Book listing within the area of Dealers & Underwriters for at (east two (2) years (Fall 2012 through Fall 2014). Proposers will be required to submit photocopies of Red Book listings. Proposers meeting this requirement shall include within their proposals, an affirmative statement indicating that their firm qualifies under this criterion. Citi affirms its qualification under this criterion, please see Appendix B for our Red Book Listings. B. Be current and in compliance with all filing requirements of Rule G-37. Proposers represent by virtue of their response to this RFQ that their respective officers, directors, employees or agents have not made any contributions or undertaken any actions in violation of Rule G-37 which may serve to disqualify the Proposer from acting as underwriter to the City. Citigroup has a Political Contributions Policy and comprehensive compliance procedures in place to ensure compliance with MSRB Rule G-37. These procedures include periodic reminders to all affected employees regarding the limits of the Rule and continual monitoring of the activities of these employees. To the best of our knowledge, Citigroup is in compliance with the requirements of Rule G-37. C. Submit a copy of its latest G-37 filing, if applicable. Otherwise, Proposer must provide a statement, per the attached sample in the Header Section of this RFQ, affirming that it is in full compliance with Rule G-37 and not required to file. In Appendix A is our latest G-37 filing. D. Carry any and all necessary licenses and authorizations to act as an underwriter of municipal debt in the State of Florida. If selected, Firms shall maintain such licenses and authorizations as required to complete the Engagement. It is the underwriter's responsibility to notify the City immediately in the event that it is no longer licensed or authorized to act as an underwriter of municipal debt within the State of Florida. Proposer shall submit evidence that the Firm is qualified to do business in the State of Florida, including (if a corporation) a current Certificate of Good Standing from the State of Florida Secretary of State's office. All documentation provided shall be current and included in an appendix to the submission. In Appendix A is evidence of our Firm's qualifications to do business in the State of Florida in the form of a current Certificate of Good Standing from the State of Florida Secretary of State's office. E. Be registered with the Financial Industry Regulatory Authority (FINRA) in addition the City encourages securities broker -dealers that are registered with the Securities and Exchange Commission and the Municipal Securities Rulemaking Board and that are members of the Financial Industry Regulatory Authority to apply for inclusion in the pool. CGMI can confirm that it is registered with the Financial Industry Regulatory Authority (FINRA). F. Be registered as a Broker -Dealer with the applicable State agency. The registration must be maintained throughout the term of the agreement. Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 (407) 999-7941 CITY OF MIAMI, FLORIDA Request for Qualifications for Underwriting Services December 16, 2015 Page 7 Citi is licensed, permitted, certified and legally authorized, pursuant to the requirements of Florida Statues to do business in the State of Florida. In Appendix A, please find Citi's business license confirming our active status as a Broker -Dealer, G. Be properly licensed, as applicable, to conduct business in the State of Florida; and have a minimum of five years' experience in bond underwriting services. Citi is properly licensed and has a minimum of five years' experience in bond underwriting services. H. Have sufficient financial support, personnel, and organization to ensure that it can satisfactorily execute the services if awarded a Contract/Agreement under the terms and conditions herein stated. Citi ensures the City that we have sufficient financial support, personnel, and organization to ensure that we can satisfactorily execute the services in award a Contract. I. Have no record of judgments, bankruptcies, pending lawsuits against the City or criminal activities involving moral turpitude and not have any conflicts of interest that have not been waived by the City Commission. To the best of our knowledge, information and belief, we are not aware of any threatened or pending proceedings, investigations or litigation concerning CGMI or Citigroup Inc. which could reasonably be expected to have a material adverse effect on CGMI's ability to perform the services contemplated by the Request for Proposal. J. Neither Proposer nor any principal, officer, or stockholder of Proposer (s) shall be in arrears or in default of any debt or contract involving the City, (as a party to a contract, or otherwise); nor have failed to perform faithfully on any previous contract with the City. Neither Citi, nor any principal, officer, or stockholder is in arrears or in default of any debt or contract involving the City. Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 (407) 999-7941 CITY OF MIAMI, FLORIDA Request for Qualifications for Underwriting Services b) Describe your firm's underwriting practice as related to public finance. Compare public finance staffing in your firm three (3) years ago and that of today; ----------- Public Finance Department. At Citi, we pride ourselves on offering our clients the most comprehensive public finance investment banking services in the industry. Our clients benefit from a group of 145 Public Finance banking professionals who specialize in a variety of diverse areas including but not limited to: transportation, general obligation credits, water and sewer, tobacco, utilities, school districts, higher education, airports, pension obligation, and healthcare. The unparalleled experience and consistency of top performance is perhaps best demonstrated by being the #1 ranked underwriter of senior managed negotiated municipal bonds across the nation for 12 of the past seventeen 18 years as shown in the chart to the right. For 2015 year to date, Citi is the #2 ranked senior manager underwriter having senior managed more than $32.5 billion in volume, Citi's Regional Offices. VVithin Public Finance, Citi utilizes a "matrix" organizational structure that integrates industry and specialty groups with our 16 regional public finance offices, including three offices in the Florida (North Palm Beach, Orlando, and Tampa,) This structure allows Citi to combine our local Florida finance knowledge and resources of our regional bankers with industry specialists throughout the country. Our regional public finance offices are staffed with more than one-third of our banking professionals. Citi maintains a core team of bankers in Florida with extensive experience structuring and selling a variety of different financing credits. LItI's National Public Flnance Rankings Senior Managed Negotlated Transactions (1997-2015YTD) $60 $50 $40 $30 I1 $20 510 1997 2000 2003 2006 2009 2012 2015 December 16, 2015 Page 8 Florida Public Finance. Citi opened its first Florida Public Finance office and our Florida municipal underwriting desk in 1984, and our commitment to supporting Florida issuers is as strong today as it was more than 30 years ago. Today, our eight Florida bankers are located in full-time public `"•. Orlando Tampa finance offices in North Palm Beach, Orlando, and Tampa. i (5 Banke• rs) • 2 Bankers I • Our Tampa underwriting desk is one of the largest desks in • 5Underwriting and 5`' nr rth Palm Trading professionals each the industry, with one underwriter, two traders, and two . 2 institutional sales(1 B nker retail marketingliaisons. Recently, Citi expanded its professionals, 1 `� � ) yr p institutional sales underwriting desk in Tampa with the addition of two assistant seasoned institutional sales professionals and one `-' institutional sales assistant. The Tampa desk will work in tandem with the principal underwriting desk in New York. City, with its primary goal of maximizing Florida retail distribution of the City's Bonds. Source: Thomson Reuters; True Econu miss to 5ook-Runnet Citi's Florida Underwriting and Public Finance Locations Public Finance Department (PFD) Staffing Remains Public Finance Staffing Levels Strong. Citi's Public Finance Department ("PFD") has Year 2013 2014 2015 145 municipal finance professionals. Over the last three years there has been no significant change in Number of Professionals 149 148 145 staffing levels for the Department. Ward Marsh, who has been with Citi since 1973, is the senior departmental officer of the Municipal Securities Division, The heads of our public finance, syndicate, sales and trading, structured products and Citi Community Capital (CCC) report directly to Mr. Marsh. Since 2006, the public finance department has been managed by David Brownstein. Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 (407) 999-7941 CITY OF MIAMI, FLORIDA Request for Qualifications for Underwriting Services December 16, 2015 Page 9 c) Disclosure by the underwriter of any conflicts of interest, as stated in MSRB Rule G-17, including finder's fees, fee splitting, or other contractual arrangements of the firm that could present a real or perceived conflict of interest. Additionally, the firm should disclose if there are any pending investigations of the firm or enforcement or disciplinary actions imposed on the firm within the past three (3) years by the Security Exchange Commission (SEC) or other regulatory bodies; Citi has in place certain procedures which minimize the likelihood that a conflict of interest would exist between the City of Miami and Citi. Among those procedures are requirements that third -party relationships be closely scrutinized and, where appropriate, disclosed to our clients. All such third -party relationships must be approved by Department management and, generally, are by written agreement. To the best of our knowledge, Citi does not believe that there are any conflicts or potential conflicts related to any of our relationships that would affect our services to the City under this RFQ. Citigroup Global Markets Inc. ("CGMI") has entered into distribution agreements with each of TMC Bonds L.L.C. ("TMC") and UBS Financial Services ("UBS") for the distribution to retail investors of certain municipal securities offerings (each a "Distribution Agreement"). In connection with the TMC Distribution Agreement, TMC has established an electronic primary offering application through which certain broker -dealers and municipal securities dealers approved by CGMI and TMC (each an "Approved Party") can submit orders for, and receive allocations of, new issue municipal securities for retail investors. Citigroup Financial Products Inc., CGMI's parent company, owns a 31.35% equity interest in TheDebtCenter L.L.C., the parent company of TMC. CGMI may share a portion of its underwriting compensation with TMC (which TMC may share with an Approved Party) and/or UBS with respect to any Bonds that are allocated to retail orders submitted by these firms. Any such sharing will not affect the aggregate underwriting compensation set forth above or CGMI's share of such compensation. d) Certify the Proposer's Excess Net Capital position as of September 30, 2014 to date; Citi's capital position is one of the strongest in the industry. As of September 30, 2015, Citigroup Global Markets Inc., the firm's broker -dealer arm, had a total capital position of $19.4 billion, equity capital of $9,46 billion, net capital of $6.06 billion and uncommitted excess net capital of $4.71 billion. The table to the right outlines Citi's Excess Net Capital position since September 30, 2014. Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, 9L 32801 (407)999-7941 CGMI Capitalization Statistics ($ Millions) Date 9/30/14 12/31/14 9/30/15 Total Capital Equity Capital Net Capital Excess Net Capital 19,050 19,646 19,407 9,108 9,197 9,458 5,028 5,521 6,059 3,981 4,375 4,709 CITY OF MIAMI, FLORIDA December 16, 2015 Request for Qualifications for Underwriting Services Page 10 e) Disclose whether your Firm has been involved in the prior trade of securities for the City of Miami? If so, please specify dates and provide detailed information concerning the services provided. As per the independent Greenwich Associates survey, Citi is recognized as the most effective municipal market making dealer of any firm on Wall Street. Citi actively supports trading of our clients' bonds in the secondary market. This trading record demonstrates to investors they will always have a place to go to for liquidity. This is important for the City as investors are more willing to pay higher prices for bonds from dealers that support their transactions in the secondary market. Citi has long been an active trader of the City's Bonds, having traded $222 million of its par in the secondary market since 2008. This provides us with real time insight into the current buyer base and helps keep our issuers credit spreads in the secondary market attractive, which can be invaluable in achieving aggressive pricing on future primary market negotiated underwritings. This breadth and depth in the relationships we maintain with investors across the country is highlighted by the fact that we have retained the #1 municipal capital markets share in ranking for the fourth year in a row with an exceptional 19.2% share. Citi's Secondary Trading Activity of City of Miami Bonds General Obligation Special Obligation Total 2008 113,550,000 8,860,000 122,410,000 2009 21,155, 000 14, 639,000 35,794,000 2010 11,975,000 15,705,000 27,680,000 2011 10,180,000 4,560, 000 14,740,000 2012 6,000,000 10,830,000 1.6,830,000 2013 890,000 4,470,000 5,360,000 2014 190,000 190,000 2015 200,000 200,000 Total 163,750,000 59,454,000 222,204,000 Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 (407) 999-7941 CITY OF MIAMI, FLORIDA Request for Qualifications for Underwriting Services December 16, 2015 Page 11 5. Proposer's Ability to Underwrite Capacity Bond a) Describe the Proposer's bond sales abilities with emphasis on the Proposer's institutional and/or retail distribution capabilities and ability to place Florida paper, Include in a tabular format the following (limit to three pages): 1) Number of sales personnel in Florida; 2) Number of offices in Florida; and 3) Number of offices nationally. Citi's Institutional Distribution Capabilities To penetrate every pocket of demand, the City will be best served by firms with the best, long-standing relationships with these institutions. Citi's institutional distribution capabilities are the best in the industry. We have been able to develop these relationships because of the size and strength of Citi's municipal salesforce. The Municipal Capital Markets department has over 81 institutional capital market professionals including 8 underwriters, 34 salespeople, 26 traders, 7 credit research professionals, 3 municipal research strategies and 3 debt capital markets professionals. Our capital markets professionals are among the most seasoned in the industry, with our most senior managers averaging more than 25 years of experience. As the map to the right shows our capital markets national footprint spans 6 different regionals, with offices in major cities such as Tampa, Los Angeles, New York and Dallas. All of these professionals are focused solely on selling municipal bonds to large and mid -sized institutions. These institutional relationships include corporations, mutual funds, money market accounts, closed end funds, endowment, money managers (including separately managed accounts), property & casualty insurance companies, life insurance companies, hedge funds, and relative value traders. Citi's Unmatched Institutional Distribution Network. Citi's institutional distribution capabilities are arguably the best in the industry as evidenced by our #1 ranking for the third year in a row in Greenwich Associates' survey of Municipal Sales and Trading Departments. The 2015 Greenwich Associates survey of over 70 of the most important institutional municipal bond investors ranked the quality of Citi's municipal sales and trading operation as exceptional, saying, "Citi is consistently recognized year over year for providing extraordinary service levels above and beyond all other dealers." The Greenwich Associates survey confirms that Citi stands out from other firms in the quality of our relationships with institutions, the wide -range of institutional clients that we access and the full professional staffing that we provide to assist institutional transactions. As shown in the accompanying table, Citi ranked #1 for the last three years in categories such as executing large trades, providing consistent liquidity and market flow information. Our understanding of customer needs and market making support provides Citi with some of the strongest investor relationships on the street. We simply have the leading distribution network which will ensure the City realizes the greatest demand (and in turn the lowest yields) for its financings. ' V JW York Philadelphia Citi's Retail Sales Capabilities. Citi has developed a comprehensive five channel retail distribution network to help distribute bonds on a local and national level. In total, our distribution channels provide access to more than 15,000 financial advisors serving out of 1,242 locations across the country, In total, our network provides access to Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 (407) 999-7941 Greenwich Survey Results (Citi Rankings 2012 - 2014) Category Understanding and Acting on Customers' Needs Executing Large Trades (<$10mm) Providing Consistent Liquidity Fastest Bids and Offers Market Flow Information Intense Sales Coverage Use Research to Provide Trade Ideas 2012 41 41 41 #1 #1 #1 41 2013 41 41 41 41 41 #1 41 Citi's Retail Distribution System National Florida Channel UBS TMC CPB CPWM Total Headcount # of Offices 7,000 7,861 175 324 15,360 319 861 33 29 1,242 2014 #1 41 41 #1 41 #1 #1 Headcount # of Offices 951 41 232 32 77 25 133 3 1,393 101 CITY OF MIAMI, FLORIDA Request for Qualifications for Underwriting Services December 16, 2015 Page 12 15,360 financial advisors serving out of 1,242 locations across the country and 1,393 financial advisors in 101 locations in the State of Florida. 1. UBS Distribution Agreement. Citi and UBS Financial Services Inc. have entered into a municipal distribution agreement, which provides Citi's municipal clients with access to the UBS Wealth UBS Management Americas network of more than 7,000 Financial Advisors. These advisors manage an average of $129 million in invested assets. UBS was recognized by Euromoney as the Best Private Bank Globally as well as the Best Wealth Manager in 2013 and has been awarded Best Global Private Bank as part of The Banker and PWM Global Private Banking Awards, In Florida, this distribution agreement provides us with access to 951 additional financial advisors in 41 offices located across the State. 2. Separately Managed Accounts. Citi is a leading marketer of bonds to "Separately Managed Accounts" or SMAs. Over the past few years, the nature of retail demand has shifted significantly: fewer individual investors buy directly through a broker and mostparticipate through SMAs. SMAs have drawn investors from both bond funds as well as from individual holdings. We believe the impetus to this shift has been the preference of investors to have professional management in a challenging credit landscapes and the lower fee structure compared to mutual funds, SMAs, which are individual retail accounts managed by professional portfolio investment advisors, have been the fastest growing segment of municipal investment and has grown into a large portion of the demand for the short -end of the curve. Currently there are nearly 100 SMAs with approximately $250 billion of municipal assets under management. To enhance our ability to serve SMA investors, Citi created a dedicated SMA salesforce in 2010. Since then, the team has grown to four people and they have forged strong relationships with these investors, who utilize our credit analytics team and Citi's platform to market investments to their individual clients. 3. Citi Private Bank. Citi's Private Bank ("CPB") is an advisor to some of the wealthiest �• • P• rivate Bank individuals and families throughout the world. CPB's open architecture network of more than 1,000 private bankers and investment professionals within 26 countries provides our issuer clients with access to a pool of investible assets totaling over $272 billion. In North America alone, CPB has 175 private bankers and 33 investment specialists located throughout 23 cities in the U.S. and 3 cities in Canada. CPB has three offices with 133 employees in Florida. In addition, CPB has one office within the City of Miami with 117 employees. 4. Citi Personal Wealth Management. Citi also provides its municipal Citi Personal Wealth Management issuer clients with retail distribution through Citi Personal Wealth Management ("CPWM"). CPWM offers a wide range of investment choices including mutual funds, equities, bonds, annuities and ETFs to Citi individual investor clients throughout the U.S. CPWM has 29 teams made up of 137 advisors and 187 independent advisors, of which 77 are within the southeast region. Additionally, CPWM manages 420,000 accounts totaling over $30 billion in assets, $4 billion of which is fixed income. CPWM has 25 offices and 77 employees in Florida, and four offices within the City of Miami with 21 employees. 5. TheMuniCenter. Citi has recognized the importance of investing in technology to quickly relay •TMC market data and take advantage of market opportunities on behalf of our clients. As such, Citi is ✓ 9 1�1 pleased to offer a revolutionary enhancement for our clients' municipal bond offerings through the use of TheMuniCenter ("TMC"). TMC estimates that it accounts for 20% of total secondary market municipal volume. Since TMC's inception 10 years ago, more than 1,000 different firrns have traded on the platform. Monthly, nearly 4,000 traders/portfolio managers and between 75,000 and 100,000 financial advisors use the desktop applications. In Florida, TMC provides Citi with the ability to market and sell bonds through 19 additional firms with 32 offices and 232 financial advisors throughout the State. Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 (407) 999-7941 CITY OF MIAMI, FLORIDA Request for Qualifications for Underwriting Services December 16, 2015 Page 13 b) For each of calendar years 2012, 2013 and 2014 and in tabular format, set forth the total number of municipal bond transactions the Proposer has served as Senior Manager and the total par amount involved (limit to one page); National Public Finance. Citi distinguishes itself from its National Negotiated Underwriting Rankings competitors by the importance we place on municipal bonds in (Senior Managed 1/1/2012 — 12/31/2014) the firm's overall business. For the past two decades, Citi has consistently ranked among the industry's top firms in municipal underwriting volume, ranking as the #1 senior manager of negotiated municipal transactions 12 of the past 18 years. From January 1, 2012 to December 31, 2014, Citi is ranked #3, having senior managed 835 bond issues totaling $82.8 billion. Our commitment to municipal finance is unparalleled in the industry and serves as one reason behind our success in public finance. Our rankings are direct evidence of Citi's dedication to public finance and reflect our ability to access the widest possible spectrum of investors cost of borrowing for our clients. The chart to the right provides a summary of our senior basis. Florida Public Finance. Citi has demonstrated a similar commitment to municipal financings in the State of Florida. Since opening our first Florida public finance office in 1985, Citi has been recognized as the top underwriter of municipal financings in the State. From January 1, 2012 to December 31, 2014, Citi is the #1 ranked Florida underwriter, having senior managed 63 Florida bond issues totaling $5.5 billion. Citi's regional approach to municipal investment banking has proven very effective in Citi's ability to meet the challenges and needs of our clients. Our performance is largely due to the resources the firm has committed to our Florida clients, including our largest regional underwriting and trading desk located in Tampa, finance offices in North Palm Beach, Orlando, and Tampa. We level and quality of service that we consistently deliver as senior our senior managed underwriting experience both nationally and Citi's Senior Managed Underwriting Experience National Experience Year Par ($MM) Rank Market Share (%) # of Issues 2012 32,168 2 11.0 328 2013 28,128 2 11.6 264 2014 22,461 3 9.2 243 Total 82,756 3 10.6 835 Source: Thompson Reuters; True Economics to Book Runner Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 (407) 999-7941 $120,000 ; 3100,000 0 $80,000 $60,000 $40,000 $20,000 $ BAML JP Morgan clil Morgan RBC Stanley Source: Thomson Reuters;. True Economics to Book -Runner and to capture the lowest experience on a national Florida Negotiated Underwriting Rankings (Senior Managed 1/1/2012— 12/31/2014) Par Amount (million $6,000 $S,000 $4,000 33,000 $2,000 $1,000 $ ci I BAML JP Morgan Goldman Morgan Sachs Stanley Source: Thomson Reuters; True Economics to Book -Runner sales offices located throughout the State and public believe our rankings reflect our clients' views of the managing underwriter. The chart below summarizes in Florida. Par ($MM) Florida Experience Rank Market Share (%( # of Issues 2,983 1,227 1,276 5,487 2 2 2 21.6 13.4 14.4 17,2 25 16 22 63 CITY OF MIAMI, FLORIDA Request for Qualifications for Underwriting Services December 16, 2015 Page 14 c) For each of calendar years 2012, 2013 and 2014 and in tabular format, set forth the total number of municipal bond transactions the Proposer has served as Co -Manager and the total par amount involved (limit to one page); From January 1, 2012 to December 31, 2014, Citi has co -managed 766 negotiated transactions nationally totaling more than $180.2 billion in par and representing 23.1% of the market for such transactions. During this same time period, Citi has also co -managed 60 negotiated transactions in the State of Florida totaling more than $7.7 billion in par and representing 24.1% of the market share. The table below provides depicts our experience as co -manager on a national and Florida basis. Citi's Co -Managed Underwriting Experience National Experience Florida Experience Year Par ($MM) Rank Market Share (%) # of Issues Par ($MM) Rank Market Share (%) # of Issues 2012 64,403 9 22.0 266 2,945 11 21,3 22 2013 58,814 6 24.3 250 1,997 13 21.8 21 2014 56,982 2 23.5 250 2,736 3 30,9 17 Total 180,179 7 23,1 766 7,678 10 24.1 60 Source: Thompson Reuters; Full Credit to Co -Manager Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 (407) 999-7941 CITY OF MIAMI, FLORIDA Request for Qualifications for Underwriting Services December 16, 2015 Page 15 d) Provide information related to the Proposer's capitalization, as follows. A tables that reflects the most recent available data (include data) for the Proposers total capital and excess net (uncommitted) capital; and Leading Capital Strength and Credit Ratings. As portrayed at right, Citi ranks as one of the strongest and best capitalized financial services companies, which provides a strong foundation for future growth. The Firm's Tier 1 Capital levels alone surpass nearly all of our competitors. This translates to a strong commitment of capital available to our municipal clients, such as the City. In March 2015, Citi passed the Federal Reserve's bank stress test and outperformed many of our peers. As reported by Bloomberg. "Citigroup Inc's plans to return capital to shareholders got the cleanest approval from the Federal Reserve among all Wall Street Banks," This significant milestone underscores Citi's commitment to maintaining an industry leading capital position and the strategic repositioning of the firm has led to a stabilization and/or improvement of Citi's long - and short-term ratings. Citibank, N.A. also maintains the highest short-term ratings from all rating agencies. Tier 1 Capital Regulatory Leverage 9.6x 9.0x 9.0x 8.2x 7.9x 7.6x Wells Fargo C16i Goldman BAML Morgan JP Morgan o Citi remains firmly committed to providing investor liquidity for appropriately structured financing programs. While the turbulent markets over the past few years resulted in retrenchment and restructurings at nearly all investment banks, no actions taken by Citi have changed the firm's commitment to its public finance practice or reduced the underwriting capital and professional staffing that Citi has available to serve the City. Citi is extremely well capitalized with approximately $19.4 billion of total capital and over $4.7 billion of excess net capital as of September 2015 as shown in the table to the right. Citi allocates capital to its various business units based on their size, activity and the return that is generated by each unit. Citi has currently allocated $36 billion to the Municipal Securities Division. Citi's capital position enables us to support our clients' new issues and remarketings. In addition, the Municipal Securities Division of Citi can underwrite and own up to $1 billion of unsold balances of a single transaction without additional internal approvals. Citi does not place restrictions on the amount of excess net capital available for municipal financings and continues to commit capital as necessary to underwrite or support unsold portions of our clients' financings. Final decisions with regard to underwriting municipal bonds are made within the Municipal Securities Division and are therefore real-time decisions CGMI Capitalization Statistics ($ Millions) Date 9/30/15 Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 (407)999-7941 Total Capital Equity Capital Net Capital Excess Net Capital 19,407 9,458 6,059 4,709 CITY OF MIAMI, FLORIDA Request for Qualifications for Underwriting Services e) Describe Proposers access to sources of current market information to provide bond pricing data before, during and after the sale. Citi has various ways to provide the most up to date information regarding the pricing of a negotiated transaction. To make sure our clients have the most recent market data that could impact the pricing of their bonds, we provide market color from our information sources before the actual pricing, when the bonds are being sold in the market and after the bonds have begun to trade on the secondary market. Providing our client information, before, during and after the pricing gives our clients peace of mind and helps to reinforce Citi's stated goal of providing the lowest cost of capital. December 16, 2015 Page 16 Information Before Bond Sale. Before the pricing process begins, our clients have access to the wealth of knowledge in the credit rating process provided by George Leung in order to secure the strongest possible underlying ratings to lock in the lowest borrowing cost. Underlying ratings are the driver for interest rate levels in the market and George's 20-plus years of experience with Moody's has proven invaluable to clients in navigating the rating agency process successfully. In the days leading into pricing an issue, it is Citi's practice to provide a pre -pricing book to the issuer to provide context to the market conditions in which we anticipate during pricing. Typical pre -pricing materials include graphics and numbers describing MMD, market supply, credit spreads and other relevant indicators, depending on the market conditions at the time. Furthermore, we find value in providing information on comparable financings to give additional context and benchmarks to where we would see the City's Bonds pricing. In the weeks leading up to the sale, we plan to schedule regular calls with our underwriting desk, the City, and its FA and to discuss pricing strategy and analyze market feedback. During the week prior to pricing, we would host a market update conference call with our underwriting desk to provide the City an update on the market and other pre -pricing information. All information gathered would come from the following sources: Information Source Brief Description Syndicate Desk • Our syndicate desk has access to all of the technology platforms mentioned above and has the #1 ranked relationships with investors giving our desk unmatched access to the most valuable real-time market information, George Leung • Former Head of Moody's large issuer rating group and was a credit analyst for 20 years. Maintains relationships with key parties at all 3 of the major rating agencies to stay apprised on new rating criteria Bloomberg Terminal • A computer system where users can monitor and analyze real-time financial market data movements, place trades on the electronic trading platform, and also provides news, price quotes, and messaging across Its proprietary secure network. City velocity Website • Citi Velocity gives clients unprecedented access to our capital markets intelligence and execution (proprietary research, real-time execution, post -trade services) Municipal Market Commentary • A weekly publication produced by George Friedlander, Citi's Municipal Market Economist, which focuses exclusively on recent trends in the municipal market. TM3 Website • TM3 or "The Municipal Market Monitor" specializes in real-time primary and secondary market information for the various fixed/variable rate debt products offered in the municipal market. Information During Bond Sale, Citi regularly offers issuers and financial advisers the opportunity to utilize real-time order monitoring during that issuer's order period. Order monitoring, offered by Ipreo, is a tool that allows issuers, financial advisors and bankers to view orders as they are received, including information on buyer name and type of buyer, order sizes and orders by maturity. Order monitoring can assist the deal team in understanding the market dynamics behind the results of their order period and the sale of their bonds. �LL 1.. IPREO Information After Bond Sale. Following the pricing of the City's Bonds, it is our custom to provide a post -pricing book to give further context to the City's pricing in light of market conditions before, during and after pricing. We also see value in sharing order and allotment information with our clients in order to share where the bonds went and who participated in the sale. Lastly, and arguably most importantly, we also have the ability to share secondary trading activity in order to analyze our success in aggressively pricing the City's bonds. Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 (407) 999-7941 CITY OF MIAMI, FLORIDA Request for Qualifications for Underwriting Services December 16, 2015 Page 17 6. Qualification and Experience of Personnel a) Provide resumes of each public finance professional that will be assigned to the Engagement. Describe the role of each in, and level of commitment to, the Engagement as well as their experience with municipal clients (limit to one page per professional); The team Citi has dedicated to serve the City has been organized with a single goal in mind; delivering the highest level of service to the City of Miami. The staffing of our team is organized for optimal responsiveness and represents professionals with specific, relevant experience in the areas most important to the City. No other firm can offer the City the depth and scope of resources comparable to Citi. Citi's City of Miami Team all Responsibility Day -to -Day Sup ort 4.. Norman Pellegrini Managing Director Orlando, FL 407-999-7945 tings:Strategist George Leung Managing Director New York, NY 212-723-5138 Uhderwririri Marc Livolsi Director New York, NY 212-723-7093 Al Dopking Managing Director Tampa, FL 813-224-9443 Michael Baldwin Director Orlando, FL 407-999-7941 Kevin Dempsey Vice President Tampa, FL 813-227-2057 Transaction Sappo l Tom Rasmussen Managing Director New York, NY 212-723-7104 Alex Donaldson Associate Orlando, FL 407-999-7942 Cindy Brock Director Tampa, FL 813-229-2277 The primary team of bankers will work directly with the City staff and will have ultimate responsibility for the development and execution of any financing strategies. We believe that these professionals will allow the City staff to work with the greatest ease and flexibility, yet still permit a requisite level of backup. Primary contacts for the City will be Norman Pellegrini, Managing Director, and Michael Baldwin, Director. Both Mr. Pellegrini and Mr. Baldwin have relevant work experience with urban city governments and will be available to work with the City and its staff throughout the financing process for consultation and support. Kevin Dempsey, Vice President, will assist with day-to- day banking responsibilities for this engagement. Alex Donaldson, Associate in our Orlando office, will provide technical and analytical support, Marc Livolsi, Managing Director of Municipal Syndicate underwriting desk in New York, and Al Dopking, Managing Director and Manager of Municipal Syndicate underwriting desk in Tampa, will price and market the City's transaction, George Leung, Managing Director in our New York office, will assist with any rating agency dialog should the City request our participation. Prior to joining Citi, Mr, Leung worked at Moody's Investors Service for 20 years and was the senior chairperson for Moody's public finance rating committee. Marketing and sales oversight will come from Tom Rasmussen, Managing Director and Head of Institutional Sales, and Cindy Brock, Director and Southeast Regional Manager for Municipal Retail Sales, The following are the resumes of Citi's City of Miami financing team, including backup personnel, who will be directly involved with the City's financings. All of the team members are available to the City when needed, and will be 100% dedicated to the engagement. Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 (407) 999-7941 CITY OF MIAMI, FLORIDA Request for Qualifications for Underwriting Services December 16, 2015 Page 18 Overall Responsibility Norman Pellegrini, Managing Director 200 South Orange Avenue, Suite 2170 Telephone: (407) 999-7945 Orlando, FL 32801 norman.pellegrini@citi.com Mr, Pellegrini joined Citi in June 2005 and has over 30 years of experience in the municipal finance industry, having, focused most of his entire career on municipal issuers in the state of Florida. Prior to joining Citi, he was the Manager of UBS's Florida Investment Banking Group where he coordinated all financing executions and new business activities. Mr. Pellegrini has senior managed over $40 billion in financings and refundings for local governments, water and sewer utilities, school districts, airports, public improvements, seaports, toll -road facilities, and special assessment districts. During his career, he has also gained considerable background and experience working with local Florida clients by providing banking services to Miami -Dade, Broward, and Orange counties and the cities of Lakeland, Winter Park, and the Town of Davie, amongst others. Mr. Pellegrini received a B.S. degree from Indiana State University and an M.A. degree from the University of Akron's School of Public Administration and Urban Studies. Primary Contact Michael Baldwin, Director 200 South Orange Avenue, Suite 2170 Telephone: (407) 999-7941 Orlando, FL 32801 michael.h.baldwin@citi.com Mr. Baldwin joined Citi in 2005 and has 22 years of experience in the municipal finance industry, having senior managed over $17 billion in new issues within the state of Florida. He has extensive experience working with similar issuers to the City and other issuers throughout the state of Florida in both long-term and short-term tax-exempt and taxable municipal financings. Mr. Baldwin has extensive experience with, non -ad valorem revenue pledges, water and sewer utilities, G.O. bonds, annual appropriation credits, certificates of participation, special assessment and tax increment revenue financings and rating agencies on behalf of its Florida clients. Mr. Baldwin has extensive experience with issuers within south Florida such as: Miami -Dade County, Miami -Dade County School District, City of Miami Beach, Midtown Miami CDD, Broward County, Broward County School District, and the City of Fort Lauderdale. Mr. Baldwin will serve as the City's primary day-to-day contact. Mr. Baldwin has extensive knowledge and experience in derivative products and negotiating with municipal bond insurers and rating agencies on behalf of Florida general infrastructure based credits. He received a M.B.A. with a concentration in Finance from the Crummer Graduate School of Business at Rollins College, and a B.S. degree in Chemical Engineering from the University of South Florida. Mr. Baldwin holds the following securities licenses: Series 7, Series 63, and Series 53. Day -to -Day Banking Support Kevin Dempsey, Vice President 100 North Tampa Street, Suite 3750 Telephone: (813) 227-2057 Tampa, FL 33602 kevin.demosey@citi.com Mr. Dempsey has over 8 years of public finance experience and responsible for developing and implementing transaction financing plans and coordinating financing credit strategies. He provides quantitative support and client coverage for credits including state and local governments, water/sewer utilities, transportation authorities, and school districts. Mr. Dempsey has extensive experience in general infrastructure and utility finance having provided investment banking services for local issuers such as the County, City of Fort Lauderdale, Miami -Dade County, City of Miami -Beach, City of Tamarac, City of West Palm Beach and the Town of Davie, to name a few. Mr. Dempsey holds a B.S. in Finance and a B.S. in Risk Management & Insurance as well as an MBA with a Finance Concentration from Florida State University. Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 (407) 999-7941 CITY OF MIAMI, FLORIDA Request for Qualifications for Underwriting Services December 16, 2015 Page 19 Ratings Expertise George Leung, Managing Director 390 Greenwich Street, 2nd Floor Telephone: (212) 723-5138 New York, NY 10013 george.leung@citi,com Mr. Mr. Leung provides credit and rating assistance to Citi's top public finance clients. Prior to joining Citi in 1999, Mr. Leung worked at Moody's Investors Service for 20 years and was the Managing Director responsible for rating all high profile credits. Mr. Leung was the senior chairperson for Moody's public finance rating committee. His Moody's rating responsibilities included all high profile credits, public finance legal analysis group, and client relations. More importantly, Mr. Leung maintains very strong relationships with all three rating agencies, which will prove helpful in crafting the approach and delivering the credit thesis on any of the City's proposed financings. He has focused heavily on public enterprise credits as well as high profile credits in Florida and the southeast region with the most current and local views that are relevant to the County. In October 2014, Mr. Leung worked successfully to help Peace River Manasota Regional Water Supply Authority achieve a rating upgrade from S&P to AA-. He has worked extensively with our high profile infrastructure clients in dealing with credit issues and has helped secure upgrades to investment grade over the past year for the Detroit Water and Sewerage Department, Jefferson County Alabama, Stockton Public Finance Authority Water and the Guam Water Authority. Mr. Leung received his B,A. in Economics and Urban Planning from Rutgers College and Masters in City Planning from the Massachusetts Institute of Technology. He holds Series 63 and Series 52 securities licenses.. Analytical and Quantitative Support Alex Donaldson, Associate 200 South Orange Avenue, Suite 2170 Telephone: (407) 999-7942 Orlando, FL 32801 alejandro.donaldson@citi,com Mr. Donaldson joined Citi's Public Finance Department in July of 2012 and provides technical and quantitative analysis for various municipal clients in the Southeast Region. He graduated with honors from the University of Central Florida with a Bachelor of Science in Finance. Mr. Donaldson holds Series 79 (Investment Banking Representative), Series 52, and Series 63 securities licenses. Underwriting Marc Livolsi, Managing Director 390 Greenwich Street, 2nd Floor Telephone: (212) 723-7093 New York, NY 10013 marc.11volsi@citi,com Mr, Livolsi joined Citi in July 1998 as a member of the firm's New York Municipal Syndicate Desk. Since joining Citi, he has priced numerous municipal securities for issuers throughout the country for a variety of financing and security structures. Mr. Livolsi provides the majority of our pricing and underwriting services to our Florida clients. Over the past few years, he has priced tax-exempt and taxable issues for the State of Florida, Miami -Dade County, Miami -Dade County School District, Midtown Miami CDD, Broward County, Palm Beach County Utilities, Seminole County, Osceola County, Seacoast Utility Authority, West Palm Beach and the Town of Palm Beach. Mr. Livolsi graduated from Villanova University with a B.S. in Finance. Al Dopking, Managing Director 100 N. Tampa Street, Suite 3000 Telephone: (813) 224-9443 Tampa, FL 33602 al.dopking@citi.com Mr. Dopking is the manager of Citi's Tampa Underwriting and Trading Desk. Mr. Dopking will assist in all marketing and distribution activities for the City's financing and coordinate Florida retail efforts. He has been with Citi for over 29 years, underwriting and trading all types of bonds for Florida clients in both the primary and secondary markets. Mr. Dopking graduated from St. Louis University with a BS degree in Finance, Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, rL 32801 (407) 999-7941 CITY OF MIAMI, FLORIDA Request for Qualifications for Underwriting Services December 16, 2015 Page 20 Sales and Marketing Tom Rasmussen, Managing Director 390 Greenwich Street, 2nd Floor Telephone: (212) 723-7104 New York, NY 10013 thomas.p.rasmussen@citi.com With over 20 years of marketing and sales experience, Mr. Rasmussen currently heads municipal institutional sales and marketing. Mr. Rasmussen joined Citi in 1988 as the supervisory municipal research analyst. He was instrumental in creating the municipal high yield trading group as well as customer derivative sales and marketing. Mr. Rasmussen received his bachelor's degree from Lewis and Clark College, his M,Sc. from the London School of Economics and Political Science and his Master of Public Administration from the Maxwell School at Syracuse. Cindy Brock, Director 100 N. Tampa Street, Suite 3000 Telephone: (813) 229-2277 Tampa, FL 33602 cynthia.a.brock@citi.com Ms. Brock is a Director in Citi's Municipal Securities Division and is Southeast Regional Manager for Municipal Retail Sales. She and her Team, located on our Tampa desk, cover Florida as well as the Midwest, Southeast and Southwest Regions. She is responsible for retail distribution to Citi's Private Wealth platform, Citi's Strategic Partners, and Registered Investment Advisors in these respective regions. She joined the firm in 1988 to work with Financial Advisors and their clients in preparing, implementing and executing municipal strategies. Cindy is also an active member of the Municipal Securities Division Diversity Committee. Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 (407) 999-7941 CITY OF MIAMI, FLORIDA Request for Qualifications for Underwriting Services December 16, 2015 Page 21 b) For the Proposer and for each employee of the Proposer listed above (Le, the primary account executive and public finance professionals assigned to the Engagement), a brief explanation of: (i) litigation pending or past judgments entered against the individual or his or her Proposer, because of an act or omission of such individual in a professional liability action, if any; and (ii) regulatory or criminal actions, proceedings or investigations to which the individual or the Proposer has been subject over the last three years, whether or not the same has resulted in charges, convictions, suspensions or debarments (no page limit); As is the case with most large financial institutions, Citigroup Global Markets Inc. ("CGMI") and its affiliates have, from time to time, received inquiries and grand jury subpoenas from law enforcement officials relating to the conduct of its customers or its employees. CGMI and its affiliates operate under strict Legal prohibitions relating to the disclosure of such investigations. See e.g., 18 U.S.C. Section 1510. No indictment or judgment of conviction of CGMI or any of its affiliates has resulted from any such investigation. From time to time, CGMI and its employees are the subject of inquiries and investigations conducted by federal or state regulatory agencies. CGMI routinely cooperates with such investigations. In addition, CGMI is involved in a number of civil legal proceedings and arbitration proceedings concerning matters arising in connection with its business. As a public company, Citigroup Inc., the parent company of CGMI, files periodic reports with the Securities and Exchange Commission (the "SEC") as required by the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which include current descriptions of material regulatory proceedings, investigations and litigation, if any, concerning CGMI. Copies of the. Litigation section of Citigroup Inc.'s 10-K, 10-Qs and 8-Ks describing such material events can be found at http://www.citigroup.com/citi/fin/sec.htm. Copies of Citigroup Inc.'s periodic reports are also on file with the SEC. CGMI's Form BD is on file with the SEC and with each State. To the best of our knowledge, information and belief, we are not aware of any threatened or pending proceedings, investigations or litigation concerning CGMI or Citigroup Inc. which could reasonably be expected to have a material adverse effect on CGMI's ability to perform the services contemplated by the Request for Qualifications. The following are summaries of certain litigation and/or regulatory matters involving municipal securities since January 1, 2013 through June 30, 2015: Municipal Continuing Disclosure Cooperation Initiative: On June 18, 2015, the SEC announced that CGMI agreed to a settlement of allegations pursuant to the SEC's Municipalities Continuing Disclosure Cooperation Initiative (the "MCDC Initiative") that, in connection with CGMI's underwriting of certain municipal securities offerings, it willfully violated Section 17(a)(2) of the Securities Act of 1933 ("Securities Act") (the "Order"). The MCDC Initiative was a voluntary initiative pursuant to which the SEC encouraged municipal issuers and underwriters to self -report violations involving materially inaccurate statements relating to prior compliance with the continuing disclosure obligations specified in Rule 15c2-12 under the Exchange Act. Without admitting or denying the findings contained in the Order, with the exception of the SEC's jurisdiction over it and the subject matter of the proceedings, CGMI agreed to consent to: (a) cease and desist from committing or causing any violations and any future violations of Section 17(a)(2) of the Securities Act, (b) pay a civil money penalty in the amount of $500,000, and (c) comply with certain undertakings to retain an independent consultant to conduct a review of its policies and procedures as they relate to municipal securities underwriting due diligence. California Public Securities Association Fees: On December 27, 2012, CGMI, along with Morgan Stanley, Goldman Sachs, Bank of America, and JP Morgan (collectively, the "Firms"), settled an inquiry made by the Financial Industry Regulatory Authority ("FINRA"). Each Firm signed a separate letter of Acceptance, Waiver and Consent ("AWC"), in which, without admitting or denying the allegations contained therein, such Firm consented to an order alleging violations of: (i) MSRB Rule G-17, by unfairly requesting and receiving reimbursements for California Public Securities Association ("Cal PSA") underwriting assessments which were not fairly associated with the underwritings, and (ii) MSRB Rule G-27, by failing to: (a) adopt, maintain and enforce written supervisory procedures for reviewing and disclosing expenses for Cal PSA and other municipal securities associations ("MSAs"); and (b) adopt, maintain and enforce adequate systems and written supervisory procedures reasonably designed to monitor how the MSAs used Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 (407) 999-7941 CITY OF MIAMI, FLORIDA Request for Qualifications for Underwriting Services December 16, 2015 Page 22 the funds provided to them. As part of its AWC, CGMI consented to the imposition of: (i) a censure; (ii) a monetary fine in the amount of $888,000; and (iii) restitution to certain issuers located in California in the amount of $391,106.53. In addition, CGMI agreed to review its written supervisory procedures and systems and to undertake the necessary revisions to its procedures and systems in order to ensure that the procedures and systems are in compliance with MSRB Rule G-27 Auction Rate Securities: Beginning in March 2008, Citigroup Inc. and certain of its subsidiaries were named as defendants in numerous actions and proceedings brought by Citigroup shareholders and customers concerning Auction Rate Securities ("ARS"). These have included, among others: (i) numerous arbitrations filed by customers and issuers ARS against Citigroup Inc. and its subsidiaries seeking damages which are in various procedural stages; and (ii) two putative class actions asserting violations of Section 1 of the Sherman Act, which have been dismissed and the decision was affirmed by order dated March 5, 2013. Reinvest Inquiry: CGMI received subpoenas from the U.S. Department of Justice and the SEC regarding certain practices in the municipal reinvest and derivatives markets. We have cooperated with the authorities in this investigation and have received no further requests for information. Reinvest and Derivatives Litigation: Citibank, N.A., Citigroup Financial Products, Inc. and Citigroup Global Markets Holdings, Inc. (collectively "Citigroup") were named along with more than 32 other defendants in suits filed primarily by California municipalities. Citigroup is not named in the nation-wide class action and is only named in individual cases filed in California and New York. The plaintiffs in the suits naming Citigroup allege that the numerous defendants (providers and brokers) conspired to set prices in the marketplace for many types of municipal derivatives including guaranteed investment contracts ("GICs"), repurchase agreements, collateralized GICs, unsecured or uncollateralized GICS, forward purchase agreements, advanced refunding escrows, forward sales agreements, swaps, options, swaptions, ceilings, floors and collars. These cases were dismissed without prejudice on September 25, 2015, Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 (407) 999-7941 CITY OF MIAMI, FLORIDA Request for Qualifications for Underwriting Services December 16, 2015 Page 23 c) Documentation of the Proposer's participation in the Ci`ty's recent negotiated sale or the negotiated sales of other municipalities in the State of Florida; and --- Please see Appendix C for a detailed listing of Citi's negotiated sales in the State of Florida. d) Provide no less than a list of three (3) references within the past five (5) years for whom similar services were performed. Include the term of the contract, the compensation structures, and include the address, phone number(s) and contact persons within the organization. At Citi, we are committed to providing quality service with the highest level of professional ethics. We are proud of our history of providing the highest level of service to our Florida clients, as has been demonstrated by their willingness to continue to hire our firm as their Senior Manager. For all of our Florida clients, including the ones listed below, we provide the highest level of service including, timely new money and refunding analyses, market updates, and access to our extensive national and in -state marketing and distribution network. We encourage you to contact the following Florida references. Additional references are available upon request. Miami -Dade County MIAMI COUNTY 111 NW 1st Street, Suite 2550 Miami, FL 33128 Frank Hinton Director of Bond Administration (305) 375-5147 fphl@miamidade,gov Senior manager on 3 Issues since 2010 1/14/2010, $600MM Aviation Revenue Bonds, Series 2010 10/24/2012, $489.99MM Sub Special Obligation Refunding Bonds, Series 2012A&B Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 (407) 999-7941 School Board of Miami -Dade County City of Fort Lauderdale .,,oirod r}Udh„t., to world 1450 NE 2nd Avenue Miami, FL 33132 Leo Fernandez Assistant Treasurer (305) 995-1633 leofernandez@dadeschools.net Senior manager on 4 issues since 2010 6/26/2015 $239.6 MM COPs, Series 2015E 3/11/2011, $139.06MM COPs, Series 2011A 3/11/2011, $137.66MM COPs, Series 2011B 07/11/2013, $96.48MM GO School Bonds, Series 2014A 100 N. Andrews Avenue Fort Lauderdale, FL 33301 Lee Feldman City Manager (954) 828-5013 Ifeldman(na fortlauderdale,gov Senior manager on 1 issue since 2010 — 9/20/2012, $337.84MM Taxable Special Obligation Bonds, Series 2012 CITY OF MIAMI, FLORIDA Request for Qualifications for Underwriting Services December 16, 2015 Page 24 e) Relevant experience of the firm and the individuals assigned to the issuer, and the identification and experience of the individual in charge of the day-to-day management of the bond sale, including both the investment banker(s) and the underwriter(s). Overview. Citi opened its Florida Public Finance practice in 1983 and our Florida municipal underwriting desk in 1984, As evidenced by our response to this Request for Qualifications, Citi is the most experienced underwriter of municipal bonds in the industry, When Citi serves .as a senior managing underwriter, we commit capital to ensure that our client's transactions are executed seamlessly and that the lowest possible interest rate is achieved. We have senior managed more than 1,000 issues since 1983; over 400 of these we have served as sole manager. In many of these transactions we have committed significant amounts of our own capital to underwrite these transactions and ensure our client's successful financing. General Obligation Experience. Citi is a leading underwriter of general obligation bonds in Florida for the last 30 years. From January 1, 2012 to December 31, 2014, Citi is the #1 underwriter of general obligation bonds, having senior managed 6 issues totaling $1.2 billion, giving Citi a 27.8% market share. Citi's status as a leading municipal bond underwriter for G.O, issues is largely due to our clients' confidence in our ability to effectively manage financing projects and deliver the lowest possible interest rate. Our market leadership in this sector demonstrates our ability to work effectively for our clients as we interface with financing team members, rating agencies, institutional and retail investors, and local administrators, elected and appointed officials. Florida General Obligation Underwriting Rankings (Senior Managed; Negotiated & Competitive 1/1/2013.12/31/2014) 2 4 1 $1,400 $1,200 $1,000 $800 $600 $400 $zoo $- Glfi BAML Wells Fargo Raymond JP Morgan James _J Source: Thomson Reuters; True Economics to Book -Runner Special Tax Experience. Citi is a leader in underwriting special tax bonds. Special tax bonds include those secured by public service taxes, gas taxes, tourist development taxes, utility taxes and other designated non -ad valorem revenue structures. Citi's vast experience is demonstrative to the fact that we understand the nuances of each of the aforementioned security structures- specifically investor perception and rating agency criteria. This experience will prove invaluable to the City as they work to obtain the highest ratings and garner the lowest cost of funds on their capital program debt financings. Over the past five years, Citi has been a leading underwriter of Special Tax bonds having senior managed 13 transactions totaling $2.5 billion in par amount. Below is a list of the Special Tax Bonds underwritten by Citi in the last 5 years. (Due to the large amount of transactions and inability to accurately depict Special Tax Bonds using SDC we have omitted an SDC comparison chart). Sale Date Issuer Issue Description Series Par Amount ($mm) 09/05/12 09/20/12 10/24/12 01/29/13 03/26/13 05/10/13 12/05/13 05/09/13 08/07/14 03/23/15 08/13/15 09/23/15 10/27/15 Total Florida State BOE Fort Lauderdale City -Florida Miami -Dade Co -Florida Florida State BOE Collier Co -Florida Lee Co -Florida Palm Beach Town -Florida Seminole Co -Florida Florida State BOE Florida State BOE Florida State BOE Florida Dept of Environ Protect Florida State BOE Public Ed Cap Outlay Ref Bonds Special Obligation Bonds Sub Special Oblig Refunding Bonds Public Ed Capital Outlay Ref Bond Special Obligation Ref Rev Bonds Tourist Dev Tax Revenue Bonds Public Improvement Rev Bonds Special Obligation Bonds Pub Ed Capital Outlay Ref Bonds Pub Educ Capital Outlay Ref Bonds Pub Educ Capital Outlay Ref Bonds Everglades Restoration Rev Bonds Public Ed Cap Outlay Ref Bonds 2012 Series D Series 2012 Series 2012 A & B 2013 Series A Series 2013 Series 2013 Series 2013 Series 2015 2014 Series B 2015 Series C 2015 Series E Series 2015 A 2015 Series F 229.93 337.76 489.99 324.63 73.81 41.48 55.59 28.00 117.30 253.95 306.65 46.74 233.14 2,538.97 Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 (407) 999-7941 CITY OF MIAMI, FLORIDA Request for Qualifications for Underwriting Services December 16, 2015 Page 25 416 Seminole County, Florida >cw\`'Ir: (.''i" $28,000,000 Special Obligation Bonds, Series 2014 In May 2014, Citi served as Senior Managing Underwriter to Seminole County, Florida (the "County") in connection with its $28,000,000 Special Obligation Bonds, Series 2014 (the "Series 2014 Bonds"). The Series 2014 Bonds were issued for the purpose of constructing the County's Sports Complex (the "Sports Complex") and renovations to Soliders Creek Park. The principal of and interest on the Series 2014 Bonds are payable from and secured by a pledge of and a lien on Non -Ad Valorem Revenues budgeted and appropriated by the County. Citi worked closely with the County and their FA on all aspects of this financing from the plan of finance development to securing the highest possible ratings. Highlights of this financing follow: Sports Complex & Park Renovation. The proposed Sports Complex development will include 12-15 full sized baseball/softball fields with removable outfield fencing to allow multiple sports. The renovation of the existing facility to include eight competition, fast -pitch softball fields with removable outfield fencing, The Sports Complex will be built near the Orlando Sanford International Airport and would be the largest of its kind in Central Florida. The facility is anticipated to generate a substantial amount of tournaments and events, bringing thousands of additional visitors and economic benefit to the County. Secure Highest Possible Credit Ratings. Citi assisted the County and its FA in preparing and presenting the rating agency presentations to Moody's and S&P. The rating presentation provided a detailed overview of the County's economic health, management, financial performance, and structure of the Series 2014 Bond financing. The rating meetings went very well, and the feedback from Moody's was that the County credit reflected healthy financial flexibility, sound management practices, and a well -funded capital plan. S&P was complimentary as well saying that the County's credit strength reflected not only a strong economy but very strong financial management with good financial policies. The County was able to secure underlying ratings of "Aa2/AA-" from Moody's and S&P. Marketing Success. The Series 2014 Bonds met with great success in the market place. The County took advantage of a coordinated in-depth marketing effort and well -structured transaction to build a strong book of business. On the day of pricing, the Series 2014 Bonds received over $61 million in orders and were priced aggressively to the MMD index, achieving a TIC of 3,94%. Primary Contacts. Norman Pellegrini, Managing Director, and Michael Baldwin, Director will serve as the City's primary contacts and day-to-day managers and will ensure that all of Citi's resources are committed to the City on the highest priority basis. Please find their contact information below, their experience is highlighted in section 6.a. of the proposal. Cltl Norman Pellegrini Managing Director Citigroup Global Markets Inc. 200 South Orange Ave, Suite 2170 Orlando, FL 32801 Tel (407) 999-7945 Fax: (407) 999-7958 norman,pellegrini@citi.com Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 (407) 999-7941 Michael Baldwin Director Citigroup Global Markets Inc. 200 South Orange Ave, Suite 2170 Orlando, FL 32801 Tel: (407) 999-7941 Fax: (407) 999-7958 m ichael.h.baldwin @citi,com CITY OF MIAMI, FLORIDA Request for Qualifications for Underwriting Services December 16, 2015 Page 26 f) A description of the firm's bond distribution capabilities including the experience of the individual primarily responsible for underwriting the proposed bonds. The firm's ability to access both retail and institutional investors should be described. Comprehensive Distribution Approach. Our specific distribution approach for the proposed financing will be driven by Citi's understanding of the City's goals and objectives, combined with our knowledge of the Florida market and our capital markets experience with general obligation and special obligation credits. Citi will utilize its broad distribution channels to drive interest in the proposed transaction from the entire investor universe and help create the lowest borrowing cost for the City. Our specific strategies for maximizing institutional demand are as follows: The City's Credit Will Drive the Rating Process and Ultimately the Marketing Process. While investors have shown a desire to do their own credit diligence and not simply rely on the rating agency views, as a byproduct in large part to skepticism driven from the defaults of highly rated mortgage backed securities during the financial crisis, the City's underlying rating(s) will play perhaps the key role in determining the interest rate range for the financing. There is strong demand for general obligation and special obligation credits such as the City's and we will draw focus to the City's diverse, wealthy customer base and other credit strengths. The ratings serve as a benchmark by which investors can compare the various securities in the municipal market. Investors both large and small have criteria they use to determine suitability and to gauge significant aspects such as security liquidity. Further, investors will review the financial metrics and publicly available information from the POS, rating reports and other available sources. Citigroup will place major emphasis on educating investors on the City to ensure that investors are aware of the City's strong credit. Leveraging Citi's Debt Capital Markets Team. Citi's Municipal Debt Capital Markets ("DCM") team was created to respond to the changing municipal landscape whereby transparent and timely investor/issuer communication flow has become paramount to successful bond sales. The creation of this group within our Municipal Securities Division is unique among other Wall Street firms for two reasons: 1) the group is led by two senior level managing directors averaging over 20 years of experience, and 2) the group focuses exclusively on municipals, allowing the team to deliver real-time market intelligence and superior execution for our clients without any other product distractions. The DCM team is the consistent point of contact for bankers and our issuer clients as it relates to the capital markets before, during, and after the origination process, This team is responsible for providing first-hand insight and feedback from institutional buyers to take into consideration when drafting bond documents and structuring issuance. DCM works closely with our issuer and investor clients, ensuring our issuer clients access to a diversified range of investors. DCM's assistance in the maintenance of an investor relations program further helps provide our issuer clients with a competitive advantage when structuring their bond transactions and executing a comprehensive new issue marketing strategy. Institutional Marketing Plan. Institutional marketing is an incredibly important aspect of any sale, as large institutions are ultimately the biggest buyers of bonds. While Citi is incredibly proud of its robust institutional distribution platform, the process of marketing to these institutions often comes with many nuances that require meticulous attention and a thoroughly -planned, well -executed strategy. Below are some key marketing strategies that will facilitate outreach to investors and ensure participation of as many investors as possible. Early Press Release / EMMA Notice Regarding Contemplated Financing. As the City kicks -off its contemplated financing, we recommend releasing a brief notice that the City is considering a financing, as soon as possible. The notice enables our team to have detailed conversations and get similarly detailed feedback from investors early and often a critical feature in times of market volatility. Early Release of Sales Materials. We recommend the City post the POS at least two weeks in advance of the financing to ensure potential buyers have adequate time to approve the credit. Sales Force Seminars and "Teach -ins." Immediately after the release of the POS, Citi would conduct seminars in New York, Chicago and Los Angeles to educate our institutional salesforce on the City's credit. Educating our salesforce early empowers them to accelerate their outreach efforts. Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 (407) 999-7941 CITY OF MIAMI, FLORIDA Request for Qualifications for Underwriting Services December 16, 2015 Page 27 • Investor Internet Roadshow. If desired, Citi would recommend that a NetRoadshow be recorded and that any follow-up questions be submitted to the City through the senior manager or directly via email. • One -on -One Investor Calls (as necessary). In some instances, certain investors may request a one-on-one opportunity to speak with management and to ask questions. Typically we see one or two investors request this, and often, the questions can be answered in a 10 to 15 minute call. However, the goodwill generated by this act is often repaid during the pricing. • Existing Bondholder Outreach. Citi will target investors who are holders of the City's outstanding bonds in order to maintain their support and encourage their participation on the upcoming financing. Maintaining good relations with existing bondholders is also extremely helpful for optimal bond pricings and in the event that the City would need investor consent for any legal structure, security changes, or waivers now or in the future, • New Institutional Buyer Outreach. Additionally, Citi will approach institutions that have not participated in the City's past transactions but are purchasers of Florida bonds, general obligation bonds, and special obligation bonds as well as other investors actively purchasing 'A' Rated Tax -Exempt bonds. The below table identifies investors who are not currently top bondholders of the City's debt, but represent high opportunity targets given their holdings, Based on our analysis, we think the following new high opportunity targets for the City include BlackRock, Fidelity, State Farm, Capital Research, and T. Rowe Price. Optimal Pricing Strategy. Citi believes the City will achieve optimal results on the upcoming financing by establishing retail priority during the general order period, which will maintain the integrity of retail order flow, while benefiting from institutional demand. Citi has had great success with this approach, creating competition among all types of investors and leveraging "mom & pop" and professional retail (SMAs) to reduce overall yields. • Investor Reported car (Smml 1 1 Goldman Sachs Asset Management $37,26 2 OppenheimerFunds, Inc 2444 3 USAA Asset Management Company 22.13 4 Franklin Advisers, Inc. 20.00'i. 5 Nuveen Asset Management, LLC 9.25 6 Eaton Vance Management 7.50 7 Wells Capital Management, Inc. 6.00',, g Thornburg Investment Management 5.01 , 9 NatlonwldeAsset Management, 6LC 5.00 10 Invesca Powershares Capital Mgmt. 4.50_: a0 �. ,teQ4ee�dt set�sL £StateF P1M BLA id 0C1C. RMgrg'an bs6atMotiassn i TRAVEL Top 10 Municipal Florida Issuer Bondholders The Vanguard Group, Inc. Nuveon Asset Management, LLC BlackRock Advisors, LLC Franklin Advisers, Inc. Fidelity Investments Money Management, Inc State Farm Investment Management Capital Research & Management Company T. Rowe Price Associates, Inc. USAA Asset Management Company Liberty Mutual Group Asset Management, Inc Reported Par ($000s) 54,552,225 3,678,491 3,003,393 2,419,769 2,268,310 1,946,460 1,536,200 1,404,938 1,329,858 1,178,160 Total MOW litemtr !h rnhetrtt Notlonwidn .. ,,.. Top 10 General Obligation Bondholders The Vanguard Group, Inc. Franklin Advisers, Inc. State Farm Investment Management Nuveen Asset Management, LLC PIMCO - Pacigc Investment Management Co. BlackRock Advisors, LLC The Travelers Indemnity Company Fidelity Investments MoneyManagement, Inc Loews Corp. (Asset Management) Wells Capital Management, Inc. Reported Par ($000s) $2,767,475 1,587,800 1,389,825 1,022,150 1,020,015 837,382 773,025 667,590 599,345 5 26, 415 $23,317,804 Total Top 10 Special Obligation Bondholders The Vanguard Group, Inc. Fort Washington Investment Advisors, Inc. Nuveen Asset Management, LLC Allstate Investment Management Company Allianc7Bernstein, L.P. (U.S,) USAA Asset Management Company Franklin Advisers, Inc, Guggenheim Partners Investment Mgmt. General Re -New England Asset Management Deutsche Investment Management Reported Par ($0000 5430,925 314,945 185,210 170,924 148,740 122,015 88,305 87,620 82,710 81,250 91,022 Top 10 Municipal "A" Rated Tax -Exempt Bondholders The Vanguard Group, Inc. Nuveen Asset Management, LLC Franklin Advisers, Inc, BlackRock Advisors, LLC Fidelity investments Money Management, Inc Capital Research & Management Company USAA Asset Management Company. Federated investment Management Co. WellsCapital Management, Inc. T. Rowe Price Associates, Inc. Reported Par ($000s) 57.172,467 3,761,635 3,242,310 2,923,621 2,762,600 1,888,843 1,842,862 1,724,349 1,638,233 1,628,215 Total $1,712,644 Total 528,585,135 Source. IPREO Key. Top Bondholder in 4 categories, Top target in 3 categories, rop to rget in 2 categories Finally, it is important to maintain flexibility at the time of pricing to employ a variety of structures, including par, premium and discount bonds, as well as "split" coupons that are structured specifically to retail and institutional orders at every point along the yield curve. Citi has extensive experience utilizing these structures and will respond immediately to specific investor requests to create a pricing that not only locks -in the lowest cost for the City but also places the bonds with the broadest and most desired base of investors, Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 (407) 999-7941 CITY OF MIAMI, FLORIDA Request for Qualifications for Underwriting Services December 16, 2015 Page 28 The Power of Comprehensive Distribution. A marketing strategy is only effective if it can be exercised over a broad distribution platform. A widespread and varied distribution network helps to access the entire investor universe and generate competition for FHMI's bonds, which leads to the lowest borrowing costs. Tax-exempt bonds are purchased by a wide variety of buyers, from large bond funds to smaller retail investors. Citi's superior distribution capabilities will ensure that the City's bonds are marketed to all potential buyers. Expansive Retail Outreach. A successful retail outreach program largely depends on a "boots on the ground" approach combined with ready access to information and constant communication. Taking advantage of Citi's 5- pronged retail distribution program described in section 5.a., we will utilize the following methods to continue to engage and capture retail interest for the City: • Media Outreach. Citi can assist the City in determining the cost effectiveness of external marketing efforts, such as newspaper advertisements, radio spots and internet sites. • Broker Conference Calls. Our investment banking team will arrange conference calls with brokers to outline the upcoming financing. Furthermore, we will target our Florida and Southeast Region brokers to ensure that they understand all aspects of the upcoming financing and all of their clients' questions are answered. • Sales Memo. Citi will prepare an internal sales memo, which highlights the upcoming transaction. The memo is distributed to Citi's brokers and salesforce simultaneously with the release of the POS to maximize the information flow and the amount of time to market the City's bonds. Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 (407)999.7941 CITY OF MIAMI, FLORIDA Request for Qualifications for Underwriting Services December 16, 2015 Page 29 7. Understanding of City a) Describe the Proposer's understanding of the City's financial situation, including Ideas on how the City should approach its current financing issues, such as bond structures, credit rating strategies and investor marketing strategies (limit to two pages); and Understanding Of The City's Financial Situation The starting point for evaluating the optimal structure and terms for the City's upcoming capital improvement program ("CIP") is a close examination of the existing debt structure along with a clear understanding of the capital expenditures. As the City embarks on this capital program, taking stock of the current annual repayment schedule, the combination of debt instruments being used, and the ongoing risk profile of the City is critical. Outstanding Debt Review. Below are charts of the City's outstanding General Obligation (G.O.) and Special Obligation and Revenue Bond debt structures. The City's outstanding debt portfolio is comprised approximately $206 million of G.O. Bonds and approximately $395 million of Special Obligation and Revenue Bonds. Currently, all of the City's debt is 100% fixed rate. As you can see, both the G.O. Bonds and Special Obligation and Revenue Bonds debt is fairly frontloaded, with maximum annual debt service of approximately $27.9 million and $39 million, respectively. Outstanding General Obligation Debt Structure Outstanding Special OW. and Revenue Debt Structure 2016 2018 2020 2022 2024 2026 2028 :e Series 2002A Series 2002 ■ Series 2007A 0 Series 2007E ■ Series 2009 2016 2018 2020 2022 2024 2026 2028 2030 a Series 1995 Series 2009 otSeries 2011A Series 2007 ■ Series 2010A Series 2012 2032 2034 2036 2038 'Series 2009 (Non AdVall Series 201013 The Big Picture. With approximately $447 million of new money debt to be issued through 2020, evaluating the overall impact to the City's debt structure allows us to 70 more optimally design specific transactions. We 60 recognize the difficult considerations, both financial and 50 Future Bonding Capacity Outstanding Debt Service political, associated with the Capital Improvement Program ("CIP"). With the capital improvements, the 40 City will be able to minimize cost to taxpayers by taking 30 advantage of historically low long-term interest rates. b 20 Today's market provides the City a unique opportunity to structure its CIP in a way which takes advantage of 10 historically low rates while also mitigating near -term rate pressure and allowing additional future financing flexibility through a wrapped debt service structure. A wrapped debt service structure will result in a higher cost of financing versus a stand-alone level debt structure, but from a portfolio standpoint, over the life of the capital program, will result in more flexibility to react to unknown future market environments. From a broader perspective looking at the life of the capital program through 2020, it is also important to maintain the perspective of where rates are now versus historical averages to help gauge where it is most advantageous to place bonds today. While the short 2016 2018 2020 2022 2024 2026 2028 2030 2032 2034 2036 2038 2040 2042 2044 eGO ■ Special Obligation & Revenue Debt Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 (407) 999-7941 CITY OF MIAMI, FLORIDA Request for Qualifications for Underwriting Services December 16, 2015 Page 30 end of the curve is very attractive, the long -end of the curve is where the City will incur most of its costs as it finances its future capital needs, To the extent the City is able to amortize more bonds today with longer -dated maturities, the less it will be required to do so in the future in the event rates rise. Given the market consensus and expectation that the Fed will increase rates in the future as the economy improves, we believe this strategy places the City in an advantageous position for the future. Provided below are some of the key structuring options to consider: Bond Insurance Key Structuringio__ Decision Points Does bond insurance provide an economic benefit? Debt Service Reserve Options • Is a Reserve necessary? Couponing Structure CaII Provision - Premium, discount or par coupons? Are there shorter optional call features available without penalty? Debt Service Structure What's the optimal debt service structure? Defining the Credit Strategy. Our strategy for the credit and rating aspects of the proposed financing are centered on working with the City and its financial advisor to review and highlight the City's fundamental strengths to rating analysts and investors. in today's environment more frequent and consistent dialogue with the rating agencies is imperative towards keeping rating agencies informed of credit developments and for the City to keep current on changes in rating criteria. Therefore, we recommend the City and its financial advisor establish a timeline and strategy that is keeps the rating agencies informed on a timely basis and is "hands-on" so the rating analysts have the best understanding of the credit strengths and the issues or concerns. Designing a comprehensive credit strategy will be integral for the rating agency process to achieve meaningful results. Outlined below are key tenets that we believe the City should consider in creating a strategy. Recommendation Rationale ® Emphasize the City 's credit positives • Evaluate which rating agencies to work with ® Prepare credit presentation • In person rating meeting(s) and/or conference call(s) m Illustrate operational and debt management policies Highlight the strong performance of the City in key credit rating metrics and considerations. Investors prefer at least two ratings in the current market. Prepare presentation to highlight positive trends, strong financial metrics, and underlying financial strengths of the City . Captures full attention and focus from rating analysts and enables a more personal interaction and open dialogue with the opportunity to address questions. Hard and/or soft policies and institutionalization of debt and financial goals help to provide rating agencies with greater comfort. These policies should be set at levels that are in line with current market demands for strong utilities. The Investor and Marketing strategies can be found in section 6.f. of this proposal. Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 (407)999-7941 CITY OF MIAMI, FLORIDA Request for Qualifications for Underwriting Services December 16, 2015 Page 31 b) Describe the Proposer's understanding of the City's local political, economic, legal and other issues that may affect the proposed financing (limit to two (2) pages). Citi has followed the latest events surrounding the City of Miami so we are well aware of the political, economic, and legal environments that could impact the proposed financing. Perhaps, the best way to describe what has occurred over the last few years is constant "change." The City has experienced a lot of "change" stemming primarily from very difficult financial/budget decisions. We briefly discuss these "changes" below. • Changes in Leadership Positions. The City has experienced significant turnover in its top management positions. In July 2013 the City's Assistant Manager/CFO was replaced. Additionally, in October 2012 the City's Finance Director resigned and was filled by Jose Fernandez, who previously worked in Miami -Dade 3% County. From a credit rating agency standpoint, the turnover in R% key leadership positions is a major credit concern and constrain the City's management score. • Economic Outlook. The City was strongly affected by real estate crisis, leading to significant foreclosure activity and high unemployment. Since then, construction activity has improved and housing prices have increased as inventory begins to decline. The unemployment rate for the Miami -Ft. Lauderdale -West Palm Beach Beach MSA has decreased considerably since the highs in 2010 of 11.21%, and now stands at 5.3% as of October 2015. • Financial Position. The City's general fund for fiscal year 2014 500 °° showed displayed a fourth year of positive growth, improving by 39% from fiscal year 2013. • On -Going Litigation. The City is engaged in several court cases 5.3% Declining Unemployment 2% 0% 2007 2008 2009 2010 2011 2012 2013 2014 2015 Source'. Florida Department of Economic Opportunely Net Assessed Value 40,000.000 . 35.000,000 30,000,000 25,000,000. 20,000,000 15,000,000 0 rg Improving NAV 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Source: City of Miami 2014 CAFR General Fund and Fund Balance 600.000 - Improving Fund balance that deserve close attention. In May 2010, the City declared Miami -Ft Lauderdale -West Palm Beach MSA Unemployment Rate 12% , 500.000 Financial Urgency which allowed the City to consider y 400,000 modifications to existing labor agreements and provide for a 14- g • 35°°0° day negotiation period. The police and fire unions are seeking o 200000 reinstatement of the modifications. g 10 00o • SEC Charges. The. Security and Exchange Commission ("SEC") has 0 2008 2009 2010 2011 2012 2013 7014 srm.@ General Fund RevenUbs a Ending Fund 9aldnbe filed civil securities fraud charges and other disclosures violations -General Fund asa%of Revenues against the City. In July 2012, the SEC notified the City ("Wells Notice") that the SEC's enforcements staff intends to recommend that the SEC file civil fraud charges against the City based on transactions that occurred with respect to the City's Fiscal Years 2007 and 2008. 250% 20 0% 15.0% 10.0% 50% How will the local, political, economic, and other legal issues impact the proposed financing? These changes could impact the rating agencies view of the City and, therefore, the underlying ratings on the proposed financing. The rating agencies have been following the City's progress and are aware of the information detailed above. The recent managerial changes and litigations may be viewed negatively by the rating agencies and investors which could weigh on the credit strength of the City. On the positive side, City management have made some very difficult decisions, which demonstrate a willingness to do what is needed to balance the FY 2013 budget and institute policies to mitigate future litigation and fraud investigation. The continuing growth in the economy and the City's financial position will be another positive factor. It is the senior managers job to communicate and disseminate the right message to the rating agencies and investors. The "changes" above will impact bond investors to the extent the City's underlying ratings are lowered. Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 (407) 999-7941 CITY OF MIAMI, FLORIDA Request for Qualifications for Underwriting Services December 16, 2015 Page 32 8. Description of the approach to providing services requested in the solicitation a) Describe a synopsis the Proposer's process and procedures, the standards it adheres to, and its general philosophy to the underwriting process. Describe how the Proposer views the roles of the other parties, such as the client, in the process. As senior managing underwriter, Citi will offer comprehensive investment banking services for the City's current and future financing needs, emphasizing client interaction and free flowing exchange of information. We will continuously keep the City appraised of developments in the capital markets and offer ongoing consultation regarding the City's new money needs (or any refunding) and credit analysis. It is this dedication to providing information and ongoing client services, in addition to strong transaction capabilities that has kept Citi among the leaders of the tax-exempt market for over 30 years. Each of the numbered items in the table below are interaction and discussion items between Citigroup, the City, its attorneys and Financial Advisor to ensure we fully communicate all relevant information to the City. Citi's Project Communication / Information Exchange Timing, Structure 1. Cooperatively develop an appropriate financing plan and credit strategy. Working with the City and Bond Clerk's finance staff, financial advisor and legal counsel, Citi will assist in developing a financing plan, Validation whether for new money projects currently being contemplated or any potential future refunding opportunity. We will also assist in formulating the credit rating strategy for the City's future bond financings. 2. Cooperatively develop a financial model. We will collaboratively create a financial model customized to the City's new money bonds or any potential refunding bonds. This model will be flexible and allow sensitivities to be performed that analyze the effect of various interest rate movements in tax-exempt rates for the Bonds and taxable rates for any reinvestment (construction fund, refunding escrow, etc.). Citi has developed proprietary Linear Programming Technology that enables issuers, such as the City, to analyze their opportunities with multiple objectives in mind. 3. Create a financing timetable. Citi, in conjunction with the City's financial advisor, will create a financing timetable that takes into account the various approval processes required to complete the refunding and factors in market reports and announcement that may affect a proposed financing. The financing timetable will outline the tasks required to implement the plan of finance and will list the party responsible for each task. 4. Assist in the preparation of financing and marketing documents. Financing documents will include the Bond Resolution, credit presentations, internet roadshow, preliminary and final official statements, and other marketing and financing documents. Citi will coordinate the nationwide distribution of the preliminary official statement. We will ensure that language incorporated in the documents allows for maximum flexibility for future financings. 5. Review existing bond covenants for potential revisions. Citi will analyze the City's existing bond covenants to determine if any of these covenants should be made more or less restrictive to provide higher credit ratings and increase demand from potential buyers and/or provide greater operating and financing flexibility for the City. Marketing, 6. Prepare a marketing program. Citi will undertake a marketing campaign aimed at each potential tier Pricing and of retail and institutional buyers. Citi's marketing campaign will include an Institutional Investor Call Distribution with the major buyers of similar bonds. Citi will also work collaboratively with other members of the underwriting group and selling group to ensure each underwriter is treated fairly with the goal of achieving the lowest interest costs for the City. 7. Price, purchase and distribute the Bonds. Citi will develop a pricing strategy that meets the yield and cash flow objectives of the City while maintaining the lowest possible interest cost. Once presale interest has been generated, we will orchestrate the process of pricing and formally offering the Bonds — taking into account the optimal timing of the sale, Our capital will be committed, as necessary, to ensure a successful distribution and sale. Post -Sale Services Coordinate the final distribution. Citi will coordinate the final distribution and allocation of the Bonds among the syndicate members, prepare a final sales analysis, and review sales performance with the City and its Financial Advisor. Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 (407) 999-7941 CITY OF MIAMI, FLORIDA Request for Qualifications for Underwriting Services December 16, 2015 Page 33 9. Organize the closing. Once the, terms of the sale have been finalized and the award made, Citi will assist the City with the dosing, and manage the process of finalizing the official statement. We will ensure that all actions needed for delivery of the funds and bonds are completed. 10. Prepare a pricing book. Citi will prepare a final pricing analysis and post -sale summary book including information related to the final bond sizing and related financial analysis, a breakdown of expenses, an analysis of recent interest rate trends, and comparative information for evaluating the terms and conditions of the sale (e.g., information regarding comparable financings in the same week). Follow -Up 11. Provide leadership in the secondary market. As the senior managing underwriter, Citi will provide Activities leadership in establishing a secondary market for the City's bonds, including distributing follow-up research material to the investment community and maintaining an active trading market, 12. Maintain ongoing relationship. We propose to meet with the City on a regular basis to discuss developments in capital markets and review of the City's credit, We will continue to monitor federal laws and the financial markets for potential effect on the City's financing program and will be glad to offer consultation regarding the City's ongoing financial needs. In addition, we will analyze and report any future refunding opportunities to the City's finance staff and Financial Advisor. Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 (407) 999-7941 CITY OF MIAMI, FLORIDA Request for Qualifications for Underwriting Services December 16, 2015 Appendix Appendix A. Certification Statement and Required Forms Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 (407) 999-7941 Certification Statement Please quote on this form, if' applicable, net prices .for the item(s) listed. Return signed original and retain a copy for your files. Prices should include all costs, including transportation to destination.. The City reserves the right to accept or reject all or any part of this submission. Prices should be firm for a minitnuni of 180 days following the time set for closing of the submissions. In the event of errors in extension of totals, the unit prices shall govern in determining the quoted prices. We (I) certify that we have read your solicitation, completed the necessary documents, and propose to furnish and deliver, F.O.B. DESTINATION, the items or services specified herein. The undersigned hereby certifies that neither the contractual party nor any of its principal owners or personnel have been convicted of any of the violations, or debarred. or suspended as set in section 18-1.07 or Ordinance No, 12271. All exceptions to this submission have been documented in the section below (refer to paragraph and. section), EXCEPTIONS: We (1) certify that any and all information contained in this submission is true; and we (I) further certify that this submission is made without prior understanding, agreement, or connection with any corporation, .tirm,. or person submitting a submission for the same materials, supplies, equipment, or service, and is in all respects fair and without collusion or fraud. We (I) agree to abide by all terms and conditions of this. solicitation and certify that 1 a.in authorized to sign this submission for the submittcr. Please print the following and sign your name: SUPPLIER NAME' Citigroup Global Market s Inc ADDRESS:200 South Oran PHONE- 407-999-7945 e Avenue, Suite 21'7( 0 Ado, FL 32801 _FAX; 40779.99-7.9!58,.,..... EMAIL' nOrinall eqr cxim BEEPER. TI'FLE! Manacjn...' . DATE.: SIGNED BY; FAILURE TO C P ET L, .12/16 / 2 015_ IJiiRvifik1AL1IUQiALLFY rfillS BID. Page 2 of 42 Certifications Legal Name of Firm: Citigroup Global Markets Inc. Entity Type: Partnership, Sole Proprietorship, Corporation, etc. Corporation Year Established: 1977 Office Location: City of Miami, Miami -Dade County, or Other 201 S Biscayne Blvd 3100 Occupational License Number: 85090, 85093 Occupational License Issuing Agency: City of Miami, Florida Occupational License Expiration Date: September 30, 2014; Citi is in the process of applying & renewing the license. Please list and acknowledge all addendum/addenda received. List the addendum/addenda number and date of receipt (i.e. Addendum No. 1, 7/1/07). If no addendum/addenda was/were issued, please insert N/A. Addendum No. 1, 12/02/15, Addendum No. 2, 12/10/15 If Proposer has a Local Office, as defined under Chapter 18/Articlle III, Section 18-73 of the City Code, has Proposer filled out, notarized, and included with its bid response the "City of Miami Local Office Certification" form? YES OR NO? (The City of Miami Local Office Certification form is located in the Oracle Sourcing system ("iSupplier"), under the Header/Notes and Attachments Section of this solicitation) Citigroup Global Markets Inc. does not maintain an office in the City of Miami. Page 3 of 42 UOU PlA ; "I tNN O`'`kll > t A DbR� PAR1MENt - IAMti FL 33130 t NOT A BILL JOT PAY iaau ae a firtatka taYt reirelpt Baas not • m#1 lh + th ifat R- ht1 s df the lty dtSe It rritsl & [i r *fin any license or rnit(! (ttiat nr tY 1iluiYddS±1W, st� dt urr til d es i at c ath•a certitlotwn that' trat kh tritldaC fe. q ladtied tta ingcige- fn the b p s,t o sNatriwt ttetian_siFSCtliedherein, ffie dAtttinient fldla as_geXmettt of the business BY IN COMP AN AGE IN OR MAMA RATION OF: CITY OF MIAMI LOCAL OFFICE CERTIFICATION (City Code, Chapter 18, Article Iii, Section 18-73) Solicitation Type and Number: 521381 (i.e. IFQ/IFB/RFP/RFQ/RFLI No. 123456) Solicitation Title: Request for Qualifications for Municipal Bond Underwriting Services Citigroup Global Markets Inc. (Bidder/Proposer) hereby certifies compliance with the Local Office requirements stated under Chapter 18/Article III, Section 18-73, of the Code of the City of Miami, Florida, as amended. Local office means a business within the city which meets all of the following criteria: (1) Has had a staffed and fixed office or distribution point, operating within a permanent structure with a verifiable street address that is located within the corporate limits of the city, for a minimum of twelve (12) months immediately preceding the date bids or proposals were received for the purchase or contract at issue; for purposes of this section, "staffed" shall mean verifiable, full-time, on -site employment at the local office for a minimum of forty (40) hours per calendar week, whether as a duly authorized employee, officer, principal or owner of the local business; a post office box shall not be sufficient to constitute a local office within the city; (2) if the business is located in the permanent structure pursuant to a lease, such lease must be in writing, for a term of no less than twelve (12) months, been in effect for no less than the twelve (12) months immediately preceding the date bids or proposals were received, and be available for review and approval by the chief procurement officer or its designee; for recently -executed leases that have been in effect for any period less than the twelve (12) months immediately preceding the date bids or proposals' were received, a prior fully -executed lease within the corporate limits of the city that documents, in writing, continuous business residence within the corporate limits of the city for a term of no less than the twelve (12) months immediately preceding the date bids or proposals were received shall be acceptable to satisfy the requirements of this section, and shall be available for review and approval by the chief procurement officer or its designee; further requiring that historical, cleared rent checks or other rent payment documentation in writing that documents local office tenancy shall be available for review and approval by the chief procurement officer or its designee; (3) Has had, for a minimum of twelve (12) months immediately preceding the date bids or proposals were received for the purchase or contract at issue, a current business tax receipt issued by both the city and Miami Dade County, if applicable; and (4) Has had, for a minimum of twelve (12) months immediately preceding the date bids or proposals were received for the purchase or contract at issue, any license or certificate of competency and certificate of use required by either the city or Miami -Dade County that authorizes the performance of said business operations; and (5) Has certified in writing its compliance with the foregoing at the time of submitting its bid or proposal to be eligible for consideration under this section; provided, however, that the burden of proof to provide all supporting documentation in support of this local office certification is borne by the business applicant submitting a bid or proposal. 1 FORM -City of Miami Local Office Certification 7/22/2013 PLEASE PROVIDE THE FOLLOWING INFORMATION: Bidder/Proposer Local Office Address: Citigroup Global Markets, Inc. does not maintain an office in the City of Miami Does Bidder/Proposer conduct verifiable, full- time, on -site employment at the local office for a minimum of forty (40) hours per calendar week? .... _.YES X NO If Bidder/Proposer's Local Office tenancy is pursuant to a lease, has Bidder/Proposer enclosed a copy of the lease? YES NO X N/A Has Bidder/Proposer enclosed a copy of the Business Tax Receipt (B'TR.) issued by the City of Miami and Miami -Dade County? City of'Miami: YES X Cite Exemption: NO Exempt Miami -Dade County: YES X - NO Exempt Cite Exemption: Has Bidder/Proposer enclosed a copy of the license, certificate of competency and certificate of use that authorizes the performance of Bidder/Proposer's business operations? YES X N() Bidder/Proposer's signature below certifies compliance with the Local Office requirements stated under Chapter 18/Article 111, Section 18-73, of the Code of the City of Miami, Florida, as amended. Print Name (Bidder/Proposer Authorized Representative) Signature 2 FORM-C,ty of Miam Local Offce Certification 7/22/2013 Date STATE OF FLORIDA COUNTY OF 15pAt94. Certified to and subscribed before me this -tk. day of (Lacfrttz-_ (NOTARY SEAL) Personally Known ,2Qj S , by (Sig * • * , 1.(J AS JAKE KHAN s Notgry Public State of Florida " y'Comm. Expires Jan 3, 2017 Commission # EE 862450 Bonded Through National Notary Assn, 44$11/ ame Of Notary Typed, Printe , or S OR Produced Identification Type of Identification Produced r6,14 xt„, 3 FORNI-Citv of Miami Loca Office Certification //22/2013 da) ped) State of Florida Department of State I certify from the records of this office that CITIGROUP GLOBAL MARKETS INC. is a New York corporation authorized to transact business in the State of Florida, qualified on September 25, 1998. The document number of this corporation is F98000005388. I further certify that said corporation has paid all fees due this office through December 31, 2014, that its most recent annual report/uniform business report was filed on April 16, 2014, and its status is active. I further certify that said corporation has not filed a Certificate of Withdrawal. Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capital, this the Ninth day of March, 2015 16e4s. Secretary of State Authentication ID: CU3045813251 To authenticate this certificate,visit the following site,enter this ID, and then follow the instructions displayed. https://efile.sunbiz.org/certauthver.html CIItgroup`Global .Markets ;lric. 54o:crosspo(nt•Parkway. Ge4;dille, Nvlabb8 :October 16; 2015 ;VIA FEDERAL EXPRESS Municipal Securities Rulemaking Board . Attn:PSLDepartrnent 1900.:Duke :Street, Suite 600 Alexandria, VA 'V 223144 Re: CGMI Form G-37'(Third Quarter 2015) Dear;PSL Department: Enclosed please find the original and: one copy of Form G-37 Inc. for the Third Quarter of 2015. If you have any questions regarding this filing, please contact VVery. truly yours, Aaron Miner Citi Markets and Banking Compliance :Enclosure for Cittgroup Global Markets: me, directlya FORM G-37 MSRB Name of dealer: Citigroup Global Markets Inc. Report period: July 1, 2015 to September 30, 2015 I. CONTRIBUTIONS made to issuer officials (list by state) State Complete name, title (including any city/county/state or other political subdivision) of issuer official None. Contributions by each contributor category (i.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals and non- MFP executive officers). For each contribution, list contribution amount and contributor category (For example, $500 contribution by non-MFP executive officer) If any contribution is the subject of an automatic exemption pursuant to Rule G-37(j), list amount of contribution and date of such automatic exemption. II. PAYMENTS made to political parties of states or political subdivisions (list by state) State Complete name (including any Payments by each contributor category (i.e., dealer, dealer city/county/state or other political controlled PAC, municipal finance professional controlled subdivision) of political party PAC, municipal finance professionals and non-MFP executive officers). For each payment, list payment amount and contributor category (For example, $500 payment by non-MFP executive officer) None. III. CONTRIBUTIONS made to bond ballot campaigns (list by state) A. Contributions State Official name of bond ballot campaign and jurisdiction (including city/county/state or other political subdivision) for which municipal securities would be issued and the name of the entity issuing the municipal securities None. Contributions, including the specific date the contributions were made, by each contributor category (I, e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals and non- MFP executive officers). For each contribution, list contribution amount and contributor category (For example, $500 contribution by non-MFP executive officer) B. Reimbursement for Contributions List below any payments or reimbursements, related to any disclosed bond ballot contribution, received by each broker, dealer or municipal securities dealer, municipal finance professional or non- MFP executive officer from any third party, including the amount paid and the name of the third party making such payments or reimbursements. None. IV. ISSUERS with which dealer has engaged in municipal securities business (list by,state) A. Municipal Securities Business State Complete name of issuer and Type of municipal securities business (negotiated city/county • underwriting, agency offering, financial advisor, or remarketing,agent) See attached. B. Ballot -Approved Offerings Full issuer name and full issue description of any primary offering resulting from the bond ballot campaign to which each contributor category (i.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals and non-MFP executive officers) has made a contribution and the reportable date of selection on which the broker, dealer or municipal securities dealer was selected to engage in such municipal securities business. Full Issuer Name None. Signature: Full Issue Description Reportable Date of Selection (must be officer of dealer) Name: David Brownstein Date: Address: 390 Greenwich Street, 2nd Floor New York, NY 10013 Phone: (212) 723 5570 Submit two completed forms quarterly by due date (specified by the MSRB) to: Municipal Securities Rulemaking Board 1900 Duke Street Suite 600 Alexandria, Virginia 22314 cite" G-37 Municipal Offerings From: 07/01/15 To: 09/30/15 'Total Number of Deals: 125 Run Date: 10/09/15 Award Issuer / Offering / First CUSIP/ Pricing Date Citigroup Role Par Amount State: AK 8/12/15 Alaska Industrial Development and Export Authority, Power Revenue Refunding Bonds, Series 2015 (Snettisham Hydroelectric Project); 011908DG2; (08/12/15) 8/13/15 CIVICVentures, Revenue Refunding Bonds, Series 2015 (Anchorage Convention Center); 178860BD3; (08/13/15) State: AL Senior manager (books) Senior manager (books) 7/23/15 City of Huntsvlle, Water Revenue Warrants, Series 2015; 447168JU0; Co -manager (07/23/1'5) State: AZ 65,720,000 93,790,000 92,810,000 7/14/15 Arizona School Facilies Board, Refunding Certificates of Participation, Senior manager (books) Series 2015A; 04057PJR0; (07/14/15) 8/26/15 City of Lake Havasu, Senior Lien Wastewater System Revenue General Obligation Refunding Bonds, Series 2015A and Refunding Bonds, Series 2015B; 50989RAA8; (08/26/15) State: CA Co -manager 263,545,000 170,075,000 7/8/15 Bakersfield, City of, Wastewater Revenue Refunding Bonds, Series 2015A; Senior manager (books) 05753PBV3; (07/08/15) 7/9/15 City of Vernon, Electric System Revenue Bonds, Taxable Series 2015A; Co -senior mgr (no books) 924397CX8; (07/08/15) 7/15/15 City of Long Beach, California, Harbor Revenue Bonds, Series 2015C-D; Co -manager 542424UH7; (07/15/15) 7/16/15 Trustees of the California State University, Systemwide Revenue Bonds, Co -manager Series 2015A-B; 13077CS88; (07/15/15) 7/22/15 Imperial Irrigation District, Electric System Refunding Revenue Bands, Senior manager (books) Series 2015A-B; 452650EX8; (07/22/15) 7/22/15 Successor Agency to the Indian Wells Redevelopment Agency, Sole manager (books) Consolidated. W hitewater Redevelopment Project Area Subordinated Tax Allocation Refunding Bonds, Series 2015A; 45454RAA4; (07/21/15) 7/23/16 California Statewide Community Development Authority, Multifamily Sole manager (books) Housing Revenue Bonds, Series 2015K (Summit Rose Apartments); 13079PWN9; (07/23/15) 7/23/15 Hayward Unified School District, General Obligation Bonds, Election of Senior manager (books) 2014, Series 2015 and 2015 General Obligation Refunding Bonds; 4212903B1; (07/23/15) 8/20/15 Madera Irrigation District, Water Revenue Refunding Bonds, Series 2015; Sole manager (books) 556437BG5; (08/20/15) Includes - Senior and co -managed negotiated underwritings, financial advisory transactions, private placements, and remarketings of outstanding bonds. 145,500,000 111,720,000 132,950,000 1,063,675,000 39,265,000 20,575,000 7,000,000 208,185,000 29,275,000 Page 1 of 10 G-37 Municipal Offerings From: 07/01/15 To: 09/30/15 Award Issuer / Offering / First CUSIP/ Pricing Date Total Number of Deals: 125 Run Date: 10/09/15 Citigroup Role Par Amount State: CA 8/25/15 Beverly Hills Unified School District, 2008 Election General Obligation Bonds, Series 2015; 088023KC9; (08/25/15) 8/26/15 Successor Agency to the Community Redevelopment Agency of the City of Montebello, Subordinate Tax Allocation Refunding Bonds, Series 2015A and 2015B; 86460LAN5; (08/26/15) 8/27/15 State of California, Various Purpose General Obligation Refundig Bonds, Series 2015; 13063CUH1; (08/26/15) Sole manager (books) Sole manager (books) Co -manager 9/3/15 San Diego County and School District, Tax and Revenue Anticipation Note Sole manager (books) Program Note Participations, Series 2015; 797381 BP4; (09/03/15) 9/9/15 Riverside County Public Financing Authority, 2015 Series A Tax Allocation Revenue Bonds, (Project Area No. 1, Desert Communities and Interstate 215 Corridor Projects); 76912TJE4; (09/09/15) 9/9/15 Successor Agency to the Redevelopment Agency for the County of Riverside, 2015 Tax Allocation Housing Refunding Bonds, Series A; 76913AEP4; (09/09/15) 9/15/15 Department of Water and Power of the City of Los Angeles, Power System Revenue Bonds, Series 2015B; 544495N59; (09/15/15) 9/22/15 City and County of San Francisco, Commercial Paper Notes (Wastewater Series, Proposition E) Series A-3; 288990000; (09/22/15) 9/29/15 California State Public Works Board, Lease Rev Ref Bonds (Dept of General Services) 2015 Sr F (Various State Office Buildings) and (Dept of Public Health) 2015 Srs G (Richmond Laboratory); 13068LWB7; (09/28/15) 9/30/15 Contra Costa Transportation Authority, Sales Tax Revenue Bonds, Series 2015A (Limited Tax Bonds); 21221 MDX5; (09/30/15) 9/30/15 San Diego Unified School District, 2015 Obligation Bonds (Election of 2012) Series D (Federally Taxable) and Series E; 797355252; (09/30/1'5) State: CO Senior manager (books) Senior manager (books) Senior manager (books) No underwriting role CP Dealer Co -manager Senior manager (books) Co -senior mgr (no books) 76,000,000 25,180,000 1,925,825,000 43,430,000 54,955,000 13,545,000 268,590,000 35,000,000 548,185,000 166,640,000 154,355,000 7/10/15 Colorado Health Facilities Authority, Health Facilities Revenue and Revenue Refunding Bonds, Series 2015A (The Evangelical Lutheran Good Samaratin Society Project); 19648A2A2; (07/09/15) State: CT Senior manager (books) 204,290,000 7/23/15 Connecticut Housing Finance Authority, Housing Mortgage Finance Program Bonds, Series 2015C1-2; 20775CAV6; (07/22/15) State: FL Senior manager (books) 115,800,000 7/8/15 JEA (formerly known as Jacksonville Electric Authority), Electric System Revenue Bonds, Series Three 2015B; 46613SCX6; (07/08/15) Includes - Senlor and co -managed negotiated underwritings, financial advisory transactions, privateplacements, and remarketings of outstanding bonds, Co -manager 42,355,000 Page 2 of 10 G-37 Municipal Offerings From: 07/01/15 To: 0 9/3 0/15 Award Issuer / Offering / First CUSIP/ Pricing Date Total Number of Deals: 125 Run Date: 10/09/15 Citigroup Role Par Amount State: FL 7/16/15 Lake County, Capital Improvement Refunding Revenue Bonds, Series Co -manager 50,140,000 2015B; 508248BP5; (07/15/15) 7/23/15 Hillsborough County Aviation Authority, Tampa International Airport Co -manager 321,715,000 Revenue Bonds, Series 2015A-B; 432308E34; (07/22/15) 7/24/15 City of Miami Beach, Stormwater Revenue Bonds, Series 2015; Co -manager 99,590,000 59324PCJ6; (07/23/15) 7/30/15 Hillsborough County School District, Sales Tax Revenue Refunding Bonds, Co -manager 65,195,000 Series 2015B; 432337EQ2; (07/30/15) 7/30/15 School Board of Duval County, Certificates of Participation, Series 2015B; Senior manager (books) 121,850,000 267169FK1; (07/29/15) 8/12/15 West Palm Beach Community Redevelopment Agency, Tax Increment Senior manager (books) 44,060,000 Revenue Refunding Bonds, Series 2015 (City Center Community Redevelopment Area); 955070CB1; (08/11/15) 8/19/15 Hillsborough County Aviation Authority, Tampa International Airport Senior manager (books) 383,325,000 Customer Facility Charge Revenue Bonds, 2015 Series A and 2015 Series B (Taxable); 432275AB1; (08/18/15) 9/23/15 Palm Beach County School Board, Certificates of Participation, Series Co -manager 62,970,000 20150; 696550A69; (09/22/15) 9/25/15 Sumter Landing Community Development District, Taxable Recreational Sole manager (books) 55,450,000 Revenue Refunding Bonds, Series 2015; 86657MAR7; (09/24/15) State: GA 8/12/15 Municipal Electric Authority of Georgia, Plant Vogtle Units 3&4 Project J Co -manager Bonds, Series 2015A; 626207H23; (08/11/15) 8/12/15 Municipal Electric Authority of Georgia, Plant Vogtle Units 3&4 Project P Bonds, Series 2015A; 626207H49; (08/11/15) Co -manager 8/25/15 Development Authority of Cobb County, Parking and University Facilities Co -manager Refunding Lease Revenue Bonds, Series 2015 (Kennesaw State University Real Estate Foundations Projects); 19078RAA5; (08/25/15) State: GU 8/26/15 Government of Guam, Business Privilege Tax Refunding Bonds, Series Co -senior mgr (no books) 2015D; 40065NBN8; (08/26/15) 185,180,000 69,245,000 37,285,000 State: IL 7/9/15 Illinois State Toll Highway Authority, Toll Highway Senior Revenue Bonds, Co -senior mgr (no books) Series 2015A; 452252KF5; (07/09/15) Includes Senior and co -managed negotiated underwritings, financial advisory transactions, private placements, and remarketings of outstanding bonds. 410,485,000 400,000,000 Page 3 of 10 G-37 Municipal 'Offerings From: 07/01/15 To: 09/30/15 Award Issuer / Offering / First CUSIP/ Pricing Date Total Number of Deals: 125 Run Date: 10/09/15 Citigroup Role Par Amount State: IL 7/15/15 Springfield Metro Sanitary District, General Obligation Bonds (Alternate Revenue Source), Series 2015A and Taxable Series 2015C; 850592CG9; (07/15/15) 7/16/15 City of Chicago, Illinois, General Obligation Bonds, Series 2015A and General Obligation Bonds, Taxable Series 2015B; 167486W8; (07/16/15) 8/5/15 Chicago Transit Authority, Capital Grant Receipts Revenue Refunding Bonds, Series 2015 (Section 5307 and 5337 Bonds); 167723FZ3; (08/04/15) 9/10/15 Illinois Finance Authority, Revenue Bonds, Series 2015 (Advocate Health Care Network); 45203H4H2; (09/10/15) - 9/16/15 Metropolitan Pier and Exposition Authority, McCormick Place Expansion Project Bonds, Series 2015A-B; 592250BP8; (09/16/15) Sole manager (books) Co -manager Co -senior mgr (no books) Co -manager Senior manager (books) 9/17/15 Illinois Finance Authority, Revenue Bonds, Series 2015A (OSF Healthcare Co -manager System); 45203H4K5; (09/16/15) State: KS 24,995,000 1,088,390,000 176,920,000 100,000,000 219,369,550 368,150,000 8/11/15 The Unified Government of Wyandotte/Kansas City, Sales Tax Spec Oblig Capital Appreciation Rev Bonds (Vacation Village Project Area 4 - Major Multi -Sport Athletic Complex Project) Srs 2015; 98267VCM3; (08/11/15) • 8/12/15 Kansas Development Finance Authority, Revenue Bonds, Series 2015H (Taxable) State of Kansas - KPERS); 485429X82; (08/12/15) State: KY Senior manager (books) Co -manager 65,229,560 1,005,180,000 9/29/15 KentuckyAsset/Liability Commission, Project Notes, 2015 Federal Highway Senior manager (books) Trust Fund First Series A; 49118NEY7; (09/29/15) State: LA 106,850,000 7/29/15 Louisiana Public Facilities Authority, Refunding Revenue Bonds, Series 2015 (Ochsner Clinic Foundation Project); 5463982L1; (07/29/15) State: MA Sole manager (books) 114,800,000 7/1/15 Massachusetts Health and Educational Facilities Authority, Revenue Bonds, Remarketing of Series K-2 (2009) Bonds, Baystate Medical Center REMARKETING; (06/30/15) 7/8/15 Massachusetts Port Authority, Revenue Bonds, Series 2015A-B; 575896PY.5; (07/08/15) 8/21/15 Massachusetts Development Finance Agency, Revenue Bonds, Series H-1 and. H-2 (CareGroup Inc,); 57584XCH2; (08/20/15) Includes - Senior and co -managed negotiated underwritings, financial advisory transactions, private placements, and remarketings of outstanding bonds. No underwriting role Remarketing Agent Senior manager (books) Senior manager (books) 26,365,000 171,485,000 230,070,000 Page 4 of 10 G-37 Municipal Offerings From: 07/01/15 To: 09/30/15 Award Issuer / Offering / First CUSIP/ Pricing Date State: MA Total Number of Deals: 125 Run Date: 10/09/15 Citigroup Role Par Amount 9/10/15, Massachusetts Housing Finance Agency, Housing Bonds, Series 2015E; 57586ND24; (09/10/15) State: MD Co -manager 28,515,000 7/15/15 Maryland Health and Higher Educational Facilities Authority, Revenue Co -manager Bonds, Series 2015 (LifeBridge Health Issue); 574218YB3; (07/15/15) State: ME 159,685,000 Sl7/15 Maine State Housing Authority, Mortgage Purchase Bonds, Series 2015E-3; Sole manager (books) 56052FCJ2; (09/08/15) Remarketing Agent 8/7/15 Maine State Housing Authority, Mortgage Purchase Bonds, Series Senior manager (books) 2015E1-2; 56052FCF0; (08/06/15) State: MI 30,000,000 108,130,000 7/13/15 North Gratiot Interceptor Drain Drainage District, Drainage District Drain Sole manager (books) Refunding Bonds, Series 2015 (Limited Tax General Obligation); 65949KCC4; (07/13/15) 7/30/15 State Building Authority, State of Michigan, Revenue and Revenue Refunding Bonds, 2015 Series I (Facilities Program); 594615AY2; (07/30/15) 8/6/15 Michigan State Housing Development Authority, Single Family Mortgage Revenue Bonds, Series 2015A; 5946535L7; (08/04/15) Co -manager Co -manager 9/16/15 City of Wyandotte, Electric System Revenue and Refunding Bonds, Series Senior manager (books) 2015A-B; 982788FJ5; (09/15/15) 9/23/15 Wayne County Airport Authority, The, Airport Revenue and Revenue Refunding Bonds, Series 2015D-G (Detroit Metropolitan Wayne County Airport); 944514TM0; (09/22/15) Senior manager (books) State: MN 7/7/15 Western Minnesota Municipal Power Agency, Power Supply Revenue Senior manager (books) Refunding Bonds, Series 2015A; 958697JZ8; (07/06/15) 8/5/15 City of Minneapolis, Health Care System Revenue Bonds, Series 2015A Senior manager (books) (Fairview Health Services); 60374VCZ4; (08/05/15) State: NJ 8/7/15 Ocean County, General Obligation Refunding Bonds, Series 2015A-B; Senior manager (books) 6747358M0; (08/06/15) 8/18/15 New Jersey Educational Facilities Authority, Revenue Refunding Bonds, Senior manager (books) Series 2015G (The College of New Jersey Issue); 646066NR7; (08/1.8/15) Includes - Senior and co -managed negotiated underwritings, financial advisory transactions, private placements, and remarketings of outstanding bonds. 16,990,000 989,340,000 77,760,000 30,650,000 520,055,000 34,835,000 111,255,000 77,460,000 114,525,000 Page 5 of 10 cfft G-37 Municipal Offerings From: 07/01/15 To: 09/30/15 Award Issuer / Offering / First CUSIP/ Pricing Date Total Number of Deals: 125 Run Date: 10/09/15 Citigroup Role Par Amount State: NJ 8/27/15 Gloucester County Improvement Authority, County -Guaranteed Loan Revenue Refunding Bonds, Series 2015 (County Capital Program); 37970PGS5; (08/27/15) State: NY Senior manager (books) 46,610,000 7/9/15 State of New York Mortgage Agency, Homeownership Mortgage Revenue Senior manager (books) Bonds, Series 192-194; 649883H65; (07/08/15) 7/21/15 New York State Environmental Facilities Corporation, State Revolving Funds Rev Bonds, Srs 2015E (Tax -Exempt) (2010 Master Financing Prog) and 2015C (Federally Taxable); 64985HRH2; (07/20/15) 7/23/15 New York State Dormitory Authority, State Sales Tax Revenue Bonds, Series 2015A; 64990ACU7; (07/22/15) Senior manager (books) Co -manager 7/24/15 Metropolitan Transportation Authority, Transportation Revenue Refunding Co -manager Bonds, Series 2015C1-2; 59259Y6G9; (07/23/15) 7/28/15 New York City Industrial Development Agency, Special Facility Revenue Bonds, Series 2002B (American Airlines, Inc. John F. Kennedy International Airport Project) REMARKETING; 64971SGG8; (07/28/15) 7/30/15 Rensselaer County Industrial Development Authority, Civic Facility Revenue Bonds, Series 2015A (Emma Willard School Refunding Project); 759921 DY2; (07/30/15) 7/31/15 The City of New York, General Obligation Bonds, Fiscal 2016 Series A and B; 64966L2A8; (07/30/15) 8/5/15 New York State Environmental Facilities Corporation, State Revolving Funds Revenue Bonds (2010 Master Financing Program) (Green Bonds) Series 2015D; 64985HTK3; (08/04/15) 8/6/15 New York State Housing Finance Agency, Affordable Housing Revenue Bonds, Series 2015C; 64987BCF3; (08/05/15) No underwriting role Remarketing Agent Sole manager (books) Co -senior mgr (no books) Senior manager (books) Co -manager 8/7/15 New York State Dormitory Authority, Revenue, Series 2015A (Icahn School Co -senior mgr (books) of Medicine at Mount Sinai); 64990BPN7; (08/06/15) 8/20/15 New York Convention Center Development Corporation, Refunding Revenue Bonds (Hotel Unit Fee Secured), Series 2015; 649451 CG4; (08/19/15) 8/21/15 Metropolitan Transportation Authority, Transportation Revenue Refunding Bonds, Series 2015D-1 and 2015D-2 (Mandatory Tender); 59259Y6X2; (08/20/15) 9/2/15 New York State Dormitory Authority, State Personal Income Tax Rev Bonds (General Purpose), Series 2015E; 64990EU88; (09/02/15) 9/9/15 Metropolitan Transportation Authority, Transportation Revenue Variate Rate Sole manager (books) Bonds, Series 2015E-2 and E-3; 59259Y7B9; (09/09/15) Remarketing Agent Includes - Senior and oo-managed negotiated underwritings, financial advisory transactions, private placements, and remarketings of outstanding bonds. Senior manager (books) Co -senior mgr (no books) Co -manager 151,070,000 111,890,000 1,523,100,000 550,000,000 364,860,000 19,785,000 750,475,000 367,455,000 92,790,000 512,410,000 581,290,000 295,390,000 975,970,000 450,000,000 Page 6 of 10 cffl G-37 Municipal Offerings From: 07/01/15 To: 09/30/15 Total Number of Deals: 125 Run Date: 10/09/15 Award Issuer / Offering / First CUSIP/ Pricing Date Citigroup Role Par Amount State: NY 9/23/15 New York City Transitional Finance Authority, Future. Tax Secured Subordinate Bonds, Fiscal 2016, SeriesA-1; 64971WVG2; (09/22/15) Co -manager 750,000,000 9/30/15 Erie County, General Improvement Bonds, Series 2015A-B and Sewer Senior manager (books) Bonds, Series 2015C; 295084NC7; (09/30/15) State: OH 56,615,000 9/23/15 County of Lucas, Hospital Revenue Bonds, Series 2015B (ProMedica Co -manager Healthcare Obligated Group); 549310VL1; (09/23/15) State: OR 46,755,000 8/19/15 Port of Morrow, Transmission Facilities Revenue Bonds, Series 2015 Co -manager (Bonneville Cooperation Project No. 3) (Federally Taxable); 73474TAE0; (08/19/15) 9/9/15 Tri-County Metropolitan Transportation District of Oregon, Senior Lien Co -manager Payroll Tax Revenue Refunding Bonds, Series 2015A and 2015B; 89546RLP7; (09/09/15) 9/18/15 State of Oregon, Full Faith and Credit Tax Anticipation Notes, Series 2015A; Co -senior mgr (no books) 68609BNQ6; (09/18/15) State: PA 97,790,000 134,590,000 600,000,000 7/7/15 Delaware County Regional Water Quality Control Authority, Sewer Revenue Sole manager (books) Bonds, Series 2015; 246045LY2; (07/07/15) 8/5/15 City of Philadelphia, Pennsylvania, Gas Works Revenue Refunding Bonds, Co -manager Thirteenth Series (1998 General Ordinance); 7178236Y9; (08/04/15) 9/16/15 City of Philadelphia, Pennsylvania, General Obligation Bonds, Series Senior manager (books) 2015B; 717813RR2; (09/16/15) State: RI 36,205, 000 261,770,000 191,585,000 7/22/15 State of Rhode Island and Providence Plantations, General Obligation Co -senior mgr (no books) Bonds, Consolidated Capital Development Loan of 2015, Refunding Series A; 76222RSG8; (07/21/15) State: SC 175,155,000 9/3/15 Laurens Education Assistance for District No. 55, Installment Purchase Senior manager (books) Revenue Refunding Bonds, Series 2015; 519093AE8; (09/02/15) State: TN 27,750,000 9/23/15 Tennessee Housing Development Agency, Residential Finance Program Co -senior mgr (no books) Bonds, Series 2015-2A and 2015-2B; 880461GH5; (09/23/15) r Includes -Senior and co -managed negotiated underwritings, financial advisory transactions, private placements, and remarketings of outstanding bonds. 175,000,000 Page 7 of 10 G-37 Municipal Offerings From: 0 7/0.1 /15 To: 0 9/3 0/15 Award Issuer / Offering / First CUSIP/ Pricing Date Citigroup Role Par Amount TotalNumber of Deals: 125 Run Date: 10/09/15 State: TX 7/8/15 Collin County, Unlimited and Limited Tax Road and Refunding Bonds, Co -senior mgr (books) Series 2015; 194740HS8; (07/07/15) 7/14/15 City of El Paso, General Obligation Refunding and Improvement Bonds, Senior manager (books) Series 2015 and Combination Tax and Revenue Certificates of Obligation, Series 2015; 283734XC0; (07/14/15) 7/15/15 City of Brownsville, Utilities System Revenue Refunding Bonds, Series Co -senior mgr (no books) 2015; 116475Q98; (07/15/15) 7/15/15 City of San Antonio, Customer Facility Charge Revenue Bonds, Taxable Co -senior mgr (no books) Series 2015 (Consolidated Rental Car Special Facilities Project); 796246AA4; (07/15/15) 7/15/15 City of San Antonio, Airport System Revenue Improvement Bonds, Series Co -senior mgr (no books) 2015; 796242SK2; (07/15/15) 7/21/15 Board of Regents of the University of Texas System, Permanent University Co -manager Fund Bonds, Series 2015B; 9151155P0; (07/21/15) 7/21/15 Port of Houston Authority of Harris County, Unlimited Tax Refunding Bonds, Senior manager (books) Series 2015A-C; 7342603W0; (07/21/15) 7/21/15 United Independent School District, Unlimited Tax School Building Bonds, Senior manager (books) Series 2015; 910678C25; (07/21/15) 7/22/15 Denton County, Permanent Improvement and Refunding Bonds, Series Senior manager (books) 2015 and Tax Notes, Series 2015; 2487752C1; (07/22/15) 7/23/15 Love Field Airport Modernization Corporation, General Airport Revenue Co -manager Bonds, Series 2015; 54714CAA5; (07/22/15) 7/28/15 City of San Antonio, General Improvement and Refunding Bonds, Series Senior manager (books) 2015 and Combination Tax and Revenue Certificates of Obligation, Series 2015; 796237T39; (07/28/15) 8/11/15 Metropolitan Transit Authority of Harris County, Sales and Use Tax Bonds, Co -senior mgr (no books) Series 2015A and Sales and Use Tax Contractual Obligations, Series 2015B; 41422EEY5; (08/11/15) 8/11/15 Tarrant County, Limited Tax Refunding and Improvement Bonds, Series Co -manager 2015; 876315XR8; (08/10/15) 8/12/15 Harlandale Independent School District, Variable Rate Unlimited Tax School Co -manager Building Bonds, Series.2015; 412707GL9; (08/11/15) 8/12/15 Harlandale Independent School District, Unlimited Tax School Building Co -manager Bonds, Series 2015; 412707GH8; (08/11/15) ncludes - Senior and co -managed negotiated underwritings, financial advisory transactions, private placements, and remarketings of outstanding bonds, 70,750,000 174,125,000 94,770,000 123,900,000 38,805,000 220,565,000 115,970,000 87,960,000 72,835,000 109,235,000 319,470,000 115,060,000 67,075,000 60,820,000 3,445,000 Page 8of10 cffi® G-37 Municipal Offerings From: 07/01/15 To: 09/30/15 Total Number of Deals: 125 Run Date: 10/09/15 Award Issuer / Offering / First CUSIP/ Pricing Date Citigroup Role Par Amount State: TX 8/12/15 Williamson County, Limited Tax Park Bonds, Series 2014 (Tender Bonds) Noo underwriting ing g role t 19,530,000 REMARKETING; (08/12/15) 8/18/15 Nueces River Authority (Texas), Water Supply Facilities Revenue Refunding Senior manager (books) 62,785,000 Bonds (City of Corpus Christi Lake Texana Project), Series 2015; 670500EN3; (08/17/15) 9/2/15 Lower Colorado River Authority, Refunding Revenue Bonds, Series 2015D; Co -manager 133,885,000 54811GB58; (09/02/15) 9/2/15 Port Freeport, Senior Lien Revenue and Refunding Bonds, Series 2015A; Co -manager 39,635,000 73412PAA1; (09/01/15) 9/2/15 Seguin Independent School District, Unlimited Tax School Building Bonds, Co -manager 37,065,000 Series 2015; 815853PZ3; (09/01/15) 9/4/15 City of San Antonio, Electric and Gas System Commercial Paper Notes, No underwriting role 600,000,000 Series A-B (CPS Energy) REMARKETING; (09/04/15) CP Dealer State: VT 7/31/15 Vermont Municipal Bond Bank, Revenue Bonds, 2015 Series 2 and 2015 Co -manager Series 3; 924214UX5; (07/30/15) State: WA 22,510,000 7/9/15 City of Seattle, Washington, Municipal Light and Power improvement Sole manager (books) Revenue Bonds, Series 2015E-1 and Series 2015B-2; 812643MJ0; (07/08/15) 7/31/15 Washington State Housing Finance Commission, Variable Rate Demand Sole manager (books) Multifamily Housing Revenue Refunding Bonds, Series 2015A-B (Ballard Remarketing Agent Landmark Inn Project); 93978PNT0; (07/30/15) 8/4/15 Central Puget Sound Regional Transit Authority, Sales Tax Improvement Co -manager and Refunding Bonds, Series 2015S-1 and 2015S-2; 15504RFS3; (08/04/15) 9/22/15 Public Utility District No. 1 of Snohomish County, Washington, Generation Senior manager (books) System Revenue Bonds, Series 2015; 833116BV7; (09/22/15) 9/24/15 WBRP 3.2, Lease Revenue Bonds, Series 2015A-B (University of Co -manager Washington); 937308AZ7; (09/24/15) 9/29/15 Energy Northwest (formerly Washington Public Power Supply System), Proj Co -manager 1 Elec Rev Ref Bonds, 15C and Columbia Gen Stn Elec Rev Ref Bonds, 15C and Proj 3 Elec Rev Ref Bonds, 15C; 29270CP74; (09/29/15) 9/30/15 State of Washington, Various Purpose General Obligation Bonds, Series Co -manager 2016A-2 (Green Bonds); 93974DQC5; (09/28/15) Includes - Senior and co -managed negotiated underwritings, financial advisory transactions, private placements, and remarketings of outstanding bonds. 100,000,000 45,150,000 942,840,000 39,985,000 132,070,000 109,205,000 51,085,000 Page 9 of 10 cfft G-37 Municipal Offerings Front: 07/01/15 To: 09/30/15 Award Issuer / Offering / First CUSIP/ Pricing Date State: WI Total Number of Deals: 125 Run Date: 10/09/15 Citigroup Role Par Amount 7/14/15 Public Finance Authority (Wisconsin), Multifamily Housing Revenue Bonds, Sole manager (books) Series 2015 (Affinity at Monterrey Village Project); 74441XBU2; (07/14/15) Remarketing Agent Total Volume Stats: Senior/Sole managed (books) $8,085,264,110 Co -manager (no books) $18,668,450,000 No underwriting role $1,045,755,000 Total Par: $27,799,469,110 icludes - Senior and co -managed negotiated underwritings, financial advisory transactions, private placements, and remarketings of outstanding bonds. 20,900,000 Nmb of Deals: 125 Page 10 of 10 CITY OF MIAMI, FLORIDA Request for Qualifications for Underwriting Services December 16,2015 Appendix Appendix B. Citi's Red Book Listings Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 (407) 999-7941 December 9, 2015 Ms. Rosie Miranda Citi 390 Greenwich Street, 2nd Floor New York, NY 10013 Dear Ms. Miranda, On behalf of Marjorie S. Mizes, Publisher for the past 18 years of The Bond Buyer's Municipal Marketplace®, known in the industry as The Red Book, I can confirm that Citi has appeared in The Red Book since the Spring 2004 edition and each edition thereafter serving in the area as a Dealer/Underwriter. Please contact me if you have additional questions. Yours sincerely, Sandi O'Reilly Sr. Lead Analyst Accuity 847-933-5160 aecuity.CAm Chicago / Dubai / London / New York / San Diego / Shanghai / Singapore / Sydney 4709 Golf Road / Skokie, Illinois 60076 USA DEALERS & UNDERWRITERS FLORIDA Miami RICE FINANCIAL PRODUCTS COMPANY Formerly: Apex Pryor Securities Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, industrial Dev, Public Facilities, Transportation, Utilities Member: FINRA SIPC 801 Brickell Ave, 9th FI. Miami, FL 33131 Tel: 727-741-0722 Fax: 305-349.3946 Email: kevin.schuyier@ricefin.com www,ricetlnancia 1products. com DTC: 0443 NSCC: 0443 Alpha: APEX Tax ID: 76-0238412 Experience: Underwriter Main Office: New York, NY Kevin M. Schuyler SIEBERT BRANDFORD SHANK & CO., LLC Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member: SIFMA FINRA SIPC 801 Brickell Ave., Ste, 900 Miami, FL 33131 Tel: 305-350-5642 Fax: 305-372-0189 www.sbsco.com DTC: 0226 NSCC: 0226 Alpha: SBSC Tax ID:13-3932653 Clear Thru: National Financial Services LLC Experience: Underwriter PUBLIC FINANCE Napoleon Brandford, III, Chair nb@sbeco.com Suzanne Shank, Pres & CEO sshank@sbsco.com Gary Hall, Sr Mng Dir ghall@sbsco,com Sean Werdlow, Sr Mng DIr/C00 swerdlow@sbsco.com Jonathan Kirn, Mng Dir jkirn@sbsco.com Sarah Snyder, SVP ssnyder@sbsco.com UNDERWRITING Sherman Swanson, Mng Dir, Underwriting sswanson@sbeco.com Andrew Gurley, Jr,, Mng Dir, Underwriting agurley@sbsco,com SALES AND TRADING Tel: 646-775-4860 Fax: 646-576-9681 Richard Stack, Head Trader, Mng DIr rslack@sbsco,com Sean Duffy, Sales Mgr, Mng DIr sdufty@sbsce.eom Donald Beier, Mng Dir dbeier@sbsce.com Tristram Deery, Mng Dir tdcery@sbaco.com John McLean, Mng Dir imolean@sbsco,com Tim Muller, Mng Dir imuller@sbsco.com Nick Sotell, Mng DIr nsolell@sbsco,com Stephen Stern, Mng Dir salern@sbsco.com Tom Corcoran, SVP Icorcoran@sbsco.com Laura Gruen, SVP Igruen@sbaco.com Christopher Myer, SVP cmyer@sbsce,com Joseph Boulukos, VP jboulukos@sbsco,com Geimser Uyami, VP/Trader guyami@sbsco,com Tel: 800-334-6800 • Fax: 510-645-2275 Robert Baynes, SVP rbaynes@sbsco.cam Andrew Kearney, SVP akearney@sbsco,com Ted Spencer, SVP ispencar@sbsco.com • North Palm Beach CITI Formerly: Citigroup Corporate and Investment Banking Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member: SIFMA FINRA SIPC 11780 US Hwy, One Ste, 201 North Tower North Palm Beach, FL 33408 Tel: 561-694-7084 Tel: 800-439-1600 Fax: Fax:561-694-7086 www.cili:com Tax ID: 13-1912900 Experience: Underwriter Main Office: New York, NY PUBLIC FINANCE 201 North Tower Tel: 561-694.7084 Tel: 800-439-1600 Fax: 561-694-7086 Michael G. Hole, Mng Dir m i chael. g. hole@clli. com Raymond A. Noga, Mng DIr raymond,enoge@citl.com • Orlando CITI Formerly: Cltlgroup Corporate and Investment Banking Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member: SIFMA FINRA SIPC 200 S. Orange Ave., Ste, 2170 Orlando, FL 32801 Tel: 407-999.7940 Tel: 866.747.0850 Fax: 407-999-7959 www.citi.com Tax ID: 13-1912900 Experience: Underwriter Main Office: New York, NY PUBLIC FINANCE Norman Peilegrini, Mng DIr & Mgr, 407-999-7945 norman,pe Ilegrini@ cl ti; Coro Michael Baldwin, DIr, 407-999-7941 michael.h.baldwin@cill.com Mark Weinberg, Dir, 407-999-7947 mark,weinberg@citi.com Alejandro Donaldson, Analyst, 407-999-7942 alejandro.donaldson@clli.com Kelsey Landau, Analyst k a i s ey.l a n d a u@ c i ti, co m FIFTH THIRD SECURITIES, INC. Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member: SIFMA FINRA SIPC 200 E, Robinson MD MBLE8C Orlando, FL 32801 www.53,com DTC: 0196 NSCC: 0196 Tax ID: 31-4122170 Experience: Underwriter Lialing conrrnued 52 The Bond Buyer's Municipal Marketplace® Fall 2014 www,munircarketplace.com • Sunrise MORGAN STANLEY & CO., LLC 1560 Sawgrass Corporate Pkwy. 4th FL, Ste. 479 Sunrise, FL 33323 Tel: 954-331-1595 Fax: 212-507-1619 DTC: 050 Tax ID: 20-8764829 Experience: Underwriter Main Office: New York, NY 212.761-4000 JW Howard, Exec Dir & Br Mgr, 954.331-1595 jamos.howord@morgenslanl ey,com • Tampa CABRERA CAPITAL. MARKETS, LLC Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member: FINRA SIPC MSRB 2202 N, Westshore Blvd, Ste. 200 Tampa, FL 33607 Tel: 813-639-4261 Fax: 813-639-4262 www.cabreracapital.com DTC: 0443 NSCC: CABR Tax ID: 01-0692965 Clear Thru: Pershing, LLC and others Martin Cabrera, Jr., CEO, 312-236.8888 mcebrera@cabreracapital.com PUBLIC FINANCE PREFERRED SECURITIES Emilio Leone, SVP, Head of Preferred Securities, 813-639-4261 a leone@cabreracapi tel.com Eric Richter, VP, 813-639-4261 eric h ler@cab reracapi tall com Garrott Komiskey, Assoc, 813-639.4261 gkomiskey@ca breracepilel.corn CITI Formerly: Cltlgroup Corporate and Investment Banking Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member: SIFMA FINRA SIPC 100 N, Tampa St., Ste. 3750 Tampa, FL 33602 Tel'613.223.5011 Fax. 813-229-0286 Tax ID: 13-1912900 Experience: Underwriter Main Office; New York, NY FLORIDA MUNI TRADING & UNDERWRITING AI Dopking, Dir & Mgr al, dopk Ing@c iti;co rn Sam Barsoum, Dir sem.be rsou m@cl ll,com MUNI RETAIL SALES & MARKETING Ste. 3750 Tel: 813-229-2277 Cindy Brock, Dir & Mgr oynthia, a, brock@ci li,com Kathy Schultz, Dir ka Ihleen. n. schu Itz@citi.com PUBLIC FINANCE Ste. 3750 Tel: 813-223-5011 Fax: 813.221-8964 Rob Szostak, Dir robert.szostak@cili.com Kevin Dempsey, VP kevl n, d empsey@ci ti. com OTHER PUBLIC FINANCE OFFICES: CA: Los Angeles, Sacramento, San Francisco CO: Denver FL: Jacksonville, Mlaml, Orlando, West Palm Beach IL: Chicago MA: Boston NE: Omaha NJ: Red Bank NY: New York PA: Philadelphia, Pittsburgh TX: Austin, Dallas WA: Seattle DEALERS & UNDERWRITERS FLORIDA Tampa EDWARDJONES Issue Specialization: Education, Electric Power, General Purpose, Health Care, Housing, Public Facilities, Transportation, Utilities Member: SIFMA FINRA SIPC Tampa, FL 33602 DIG; 057 NSCC: 0057 Tax ID: 43-0345811 Experience: Underwriter Main Office: St. Louts, MO, 314-515-2000 12555 Manchester Rd. SI, Louis, MO 63131 Email: juslln.oshea@edwardjones.com Justin O'Shea, 314-515.2672 Fax: 314.515-2674 OTHER FLORIDA OFFICES: FL: Alachua, Altamonte Springs, Apopka, Auburndale, Bartow, Blg Pine Key, Boca Raton, Bonita Springs, Boynton Beach, Bradenton, Brandon, Brent, Brooksville, Bushnell, Cape Coral, Charlotte Harbor, Chiefland, Citrus Hills, Clearwater, Clermont, Cocoa, Cocoa Beach, Coconut Creek, Conway, Cooper City, Coral Springs, Coral Terrace, Crestview, Crystal River, Cypress Lake, Davie, Daytona Beach, DeBary, DeFuniak Springs, DeLand, Delray Beach, Deltona, Destin, Doctor Phillips, Dunedin, Dunnellon, East Lake, East Perrin, Edgewater, Englewood, Ensley, Estero, Eustis, Fair View Shores, Fernandina Beach, Ferry Pass, Fish Hawk, Fleming Island, Fruit Cove, Ft, Lauderdale, Ft. Meyers Beach, Ft. Myers, Gainesville, Gateway, Gulf Breeze, Gulf Gate Estates, Haines City, High Springs, Hobe Sound, Hollywood, Holmes Beach, Homosasso Springs, Indialantic, Indian Harbour Beach, Inverness, Iona, Islamorada Village, Jacksonville, Jensen Beach, Jupiter, Key West, Kissimmee, La Belle, Lady Lake, Lake City, Lake Mary, Lake Placid, Lake Wales, Lake Worth, Lakeland, Land Listing continued The Bond Buyer's Municipal Marketplace() Fall 2014 www.munimarketplace.com 57 DEALERS & UNDERWRITERS NEW YORK New York CHAPDELAINE, A DIVISION OF TULLETT PRESON FINANCIAL SERVICES LLC cont Stephen B. Siegel Stephen C. Hofmann CALIFORNIA/NORTHWEST DESK Tel: 212-208-9070 John C. Salter G, Thomas Egan Jorge A. Jonas Robert F Serpente Sean T. Wiser Melissa Hennessey SOUTHEAST DESK. Tel: 561.362-3710 Michael L, Frey Kenneth J. Butalewlcz James E, Sexton Raymond M. Sexton SOUTHWEST DESK Tel 212-208-9055 Michael Theil Edward J. Travaglianti MID -WEST DESK Tel: 312-704-2000 Steven M. McGowan Michelle Paukstis W lliam E, Wallace Bruce E.Johnson ACCOUNT MANAGERS Tel: 212-908-9010 Harry Berglin Kevin F. Harrington Kevin Ross Liam Binsack Colton Furbur BRANCH OFFICES CA: Westlake Village FL: Boca Raton IL, Chicago NEW BUSINESS John J. Bannon, 212-208-9141 I RADE SUPPORT Tel: 212-208-9040 Maria Lago Sutana Goldson Elizabeth Favaloro-Torres OPERATIONS Tel: 212-208-9100 Ruben Munoz ADMINISTRATION Joann Finnen COMPLIANCE Patrick L. Basilice, 212-208-9139 CITI Formerly: Citigroup Corporate and Investment Banking Member' SIFMA FINRA SIPC 390 Greenwich St., 2nd FI New York, NY 10013 Tel: 212-816-6000 Fax. 212-723.8939 www.citi.com Tax ID: 13-1912900 Telex: 12.6877 SB HU NYK Experience: Underwriter MUNICIPAL BOND DEPARTMENT Howard D. Marsh, Mng Dir & Mgr, 212-723-5373 werdmarsh@citLcom Patti Stlnson, SVP, 212,723-5093 patty slinson@clti.corn MUNICIPAL TRADING & SALES Peter Bartlett, Mng Dir & Co -Head Mgr of Capital Mkts peter bartlett@cill.com Joseph Geraci, Mng Dir & Co -Head Mgr of Capital Mkts joseph j,geracl@till com NATIONAL MUNICIPAL INSTITUTIONAL SALES Thornas Rasmussen, Mng Dir & Mgr of Inst Sales thomas.p.rasmussen@citi com NEW YORK MUNICIPAL INSTITUTIONAL SALES Tel: 212-723-7109 Peter Bliven, Mng Dir. Sales peter hilvenecitl com Grant Dewey, Mng Dir, Sales grant gdewey@cili.com William Mangan, Mng Dir, Sales wllllam J. mangan@cili com Karen A. Whitby. Mng Dir, Sales karen.a.whitby@citi com Amy Catlin, Dir, Sales amy catlin@citi.com Christopher Gallic, Dir, Sales chnstopher gallic@citl com Mike Gutierrez, Dir, Sales mike.gulierrez@citi com Ryan Hallam, Dir, Sales ryan.hallam@cill.com Aubrey Nurse, Dir, Sales A u b re y. a.hurso@cill.com Marino Lorza, Dir, Sales merino lorza@citi. com Mike McManus, Dir, Sales Michaela mcmanus@cik.com Daniel Mulligan, Dir, Sales daniel-k mulligan@cili.com Joseph Resciniti, Dir, Sales Joseph rescinflt@Gil. com Scott Sinclair, Dir, Sales London scott.a sinclair@citi,com Brian H Stuebe, Dir, Sales boon hsluebe@ag com James Winton, Dir, Sales james winton@cili com Jeff Campeas, VP, Sales joffroy campeas@citi tort Curt Demers, VP, Sales cu Ldemers@citi com Lauren Saporito, VP, Sales lauren.saporilo@cili. corn Sam Palmisano, Assoc/Sales samuel palmisano@clti,cem Joseph Deane Joseph.patdck deane@citi.com INSTITUTIONAL MUNI STRATEGY Patrick Brett, Mng Dir palnck bretkgcitl corn Matthew Tesseyman, Dir MUNICIPAL MIDDLE OFFICE Glynn Braithwaite, Dir & Mgr, 212-723-7436 glynn brailhwalte@citl.com James Quinn, Dir, 212-723-7095 James guinn@citi=m Brendan Biscone, VP, 212-723-7101 brendan,cbiscone@ch i com Emmanuel Kitcher, VP, 212.723-7095 emmanuel. n.kltcher@cili.com Jeanette Mercado, VP Jeanette mercado@cili.corn Mary Jo Murphy, VP, 212-723-7095 mary jo.murphy@cili.com Teresa Tung, VP,212-723.7621 Jere sa.6lu ng@citl-co m Wayne Stephenson, AVP wayna.slephenson@citi com Wendy Zhou, AVP, 212-723-7621 wendy.y thou@citi.com Lenny Samuel, 212 723.6320 fenny. samuel@citi. corn SYNDICATION, COMPETITIVE UNDERWRITING George M. Wheatley, III, Mng Dir & Mgr jay wheatley@ci ti. com Gerard Baker, Mng Dir gerard. a. ba ker@cili. com Keisha Belinfanti, Dir keisha,belinfanti@cai com Marc Livolsi, Dir, 212-723-7093 marc livolai@cai com Charles Reed, Dir thanes feed@citl.com Richard Siccone, VP, 212-723-7093 richard.p.sicconeQclli com CAPITAL SOLUTIONS GROUP Tel: 212-723-7124 Peter O'Connor, Mng Dir & Mgr peter w-oconner@cili.com Dan Wisniewskl, Mng Dir & Mgr, 212.723-7124 dan wisniewski@citi.com Mark Paris, Mng Dir, 212-723-5649 mark paris@citi com Don Chin, Dir, 212-723-3104 donald chin@citi com Daniel Daly, Dir, 212-723-3104 daniel c daly@citi com Jessica Emery, Dir, 212-723-7124 jessica emery@till com Margo Henning, Dir, 212.723.5131 nariorla.henning@citi com Lisrrng continued 136 The Bond Buyer's Municipal Marketplace® Fall 2014 www.nnrnirnarkcrplacr,com Great ideas. Real improvements. In today's challenging economic environment, communities across the country choose to do business with Citi, a time -proven leader in municipal finance, We help municipal entities finance seaports and airports, arenas and convention centers, healthcare, housing and public utilities, industrial development, pollution control and resource recovery — and more. And we continue to navigate the market's complexities together with our clients. We have offices in Atlanta, Boston, Carey (NC), Chicago, Dallas, Houston, Los Angeles, New York, Orlando, Philadelphia, San Antonio, San Francisco, San Juan, Seattle, Tampa and North Palm Beach. To contact us directly: Municipal Securities 390 Greenwich Street, 2nd Floor New York, NY 10013 212 723 5576 icg.citi.com r0 2012 Ciligreup Gluhal Morsels Inc. Ad rights reser vent. Cite and Arc Desagn is e registered sei vice mark or Cillgrnup Inc. The Bond Buyer's Municipal Marketplace® Fall 2014 ww^w.munimarketplace.com 137 DEALERS & UNDERWRITERS NEW YORK New York CITI cont. Wade Holland, Dlr, 212-723-7124 wade.h holland@citi-com Vivek Kagzi, Dir, 212-723-7124 vivek-kagzi@till com Dennis O'Connor, Dir, 212-723-6018 dannis,p oconnor@dli corn Sarah Sullivan, Dir sarah.a. sullivan@citi.com Joanna Bowden, VP, 212-723-3104 Joannak.bowden@cat.com Rebekah McGuire, VP, 212-723-5577 rebekah mcgwre@citl.com Brent Hawker, Assoc. 212-723-7124 brent.hawker@Gti.CAf Victor Auyeung, Analyst, 212-723-2081 victor auyeung@cili,com Thomas Carroll, Analyst 212-723-3104 Thomas carroll@citi. com Christopher Lenoci, Analyst, 212-723-5218 Christopher lenoci@till. com DERIVATIVES TRADING Tel: 212-723-6320 Peter Chalif, Mng Dir & Mgr peter chalil@cili.com Jude Arena, Mng Dir Jude.arena@cili.com Pinky Kottoor, Dir p i n ky, k o l to o r@ cl I i. cam Thomas S. Broge, VP thomes.s.broge@cili com Murat Kemahliogiu, Assoc mural kemahlioglu@citl.com RELATIVE VALUE TRADING Tel. 212-723-7105 Gregory Swanson, Mng Dir gregory Swanson@till com Evan Boulukos, Mng Dir evan p boulukps@till com MUNICIPAL RESEARCH Mark Ryan, Mng Dir & Mgr, 212-723-7386 mark a.ryan@Citi.com William C. Keays, Dir, 212-723-7385 william c keays@till com Susan Rhudy, Dir, 212-723-7384 susan j,rhudy@citi.com Jaclyn Glazer, VP, 212-723-7106 jaclyn glazer@till com MUNICIPAL CAPITAL MARKETS Business Operations Manager Maureen McCann, Mng Dir, 212-723-7100 Maureen mccen@,citi.com NATIONAL MUNICIPAL TRADING John Paskalides, Mng Dir & Co -Head Mgr of Inst Trading, 212-723-7101 John. parka Ildes@till. co m Douglas Vissicchio, Mng Dir & Co -Head Mgr of Inst Trading, 212.723-7087 dougtas vIssicchlo@cia com NEW YORK MUNICIPAL INSTITUTIONAL TRADING Bryce Pickering, Mng Dir, 212-723-7087 bryce. pickering@citi com Kevin Danckwertla, Dir kevin danckwedh@cih.com Mark Matthews, Dir, 212.723.7085 mark. g,matthews@citt.com Christopher Roeder, Dir, 212-723-7100 ch ris. roader@cili.com Graig Saloom, Dir graig Saloom@cili com William Tricarico, Dir, 212-723-7087 william.. trioarico@dti.com Sundaresh Mahendra, VP, 212-723.7057 sundaresh.mahendra@ciu com Kristin DeFeo, Analyst. 212-723-7087 kristin defeo@citt.com NORTHEAST MUNICIPAL TRADING Victor Rumore, Dir & Mgr, 212-723-7089 victor.m rumore@citl.corn Joel Sternbach, Dir, 212,723.7090 Joel m Sternbach@ctli:corn NATIONAL MUNICIPAL RETAIL SALES & MARKETING Thomas Rasmussen, Mng Dir, Co -Head Sales & Mktg (homes p rasmussen@cili com FIXED INCOME HIGH NET WORTH J.P. Connellan, Mng Dir, 212-723-7119 Josephp conneltan@citi.com NORTHEAST MUNICIPAL RETAIL SALES & MARKETING J.P. Connellan, Mng Dir & Mgr, 212-723.7119 joseph p cennellan@citi.com Brian Collins, Dir, 212-723-7114 briancol lin s@ till, cam Michael Lane, Dir, 212-723-7114 rnicheet a lane@crti com Kirsten Freer, 212-723-7114 kirsten treer@cil com PUBLIC FINANCE David Brownstein, Mng Dir & Mgr, 212-723-5570 david.m brownslein@cite com Francis Y. Chin, Mng Dr -Chair, 212.723-5576 frank-chin@ciG com Paul T Creedon, Mng Dir. 212-723-5589 paul t.crooden@ali.com Robert J. DeMichlel, Mng Dlr. 212-723-5594 robed.j. demichiel@ci licorn Timothy Egan, Mng Dir, 212-723-5311 timothy egan@cili corn Kristen L. Johanson, Mng Dir, 212-723-5627 k listen johansoa@citi.corn George Leung, Mng Dir, 2.12.723-5138 george.leung@citi com David A. Livingstone, Mng Dir, 212-723-5638 d avld.livin gston o@ dii. co m Bartley F. Livolsi, Mng Dir, 212-723-5839 bartl ey.l.l lvols I@ ci trcom Ronald J. Marino, Mng Dir, 212-723-5643 ronald.j.marino@ctti com Jim Molloy, Mng Dir, 212-723-5621 jim.molloy@citi.com Jeanette B. Price, Mng Dir, 212-723-5677 leanelte.b price@citi.cern Daniel Tomson, Mng Dir, 212.723 5707 deniallornson@citi. cam Lorrie Warner, Mng Dir, 212-723-4875 Iorrta a wamef@cili com Neal Attermann, Dir, 212-723.5646 neaLatlerman@citi com Jay Bartlett, Dir, 212-723-4903 jay banlelt@cili eom Brian Carlstead, Dir, 212.723-9684 brian.s.caristecid@dtt.com Daniel H, Cohen, Dir, 212-723-5159 dantei.cohen@citi.com William M. Corrado. Dir, 212-723-4879 william m corrado@citi.com Marlin A. Feinstein, Dir, 212-723-5663 martina fourstein@citi com Michael R. Irwin, Dir, 212-723-5824 Michael r Irwin@till com Michael Koessel, Dir, 212-723-4967 michael d koessel@citi com Craig Kornett, Dir, 212-723-5195 creig.kemelr@citi cons Mike Leffler, Dir, 212-723-4453 mike. I effler@ cit i. com John Malpiede, Dir, 212-723-5684 John malpiede@dll.com Shai Markowlcz, Dir, 212-723-5135 shai.markowicz@uti. com Yesenia Morillo-Gual, Dir, 212-723-5626 yesenia.morillo@citi com Rainer Perkons, Dir, 212-723.9687 ranter perkons@citi com Amy Yang, Dir, 212-723-5038 amy yang@dli com Linda M. Colontuono, SVP, 212-723-5579 linda.el colonteono@cdi cam Rosalie M DeJesus, SVP, 212-723-5593 rosette mirandedetesus@cih com Lrermg co,r$erued 138 The Bond Buyer's Municipal Marketplace® Fall 2014 www.nruarinrarkerplacercom CITI cont. Eileen P. Garvey, SVP, 212-723-5616 e i l e e n. g e rve y @till . co m Matt Bernstein, VP, 212-723-5157 matlhew.w.bernstein@till. coin Katherine Fedele. VP, 212.723-5285 kathenne fedeleecili coin Marc McGrady, VP, 212-723-9070 marc.mcgrady@citi.com Laura McGraw, VP, 212-723-4185 Iaera. mcgraw@cilLcom. Kevin Plunkett, VP, 212-723-9442 kevin plunkell@citi coin Adam Brazitis, Assoc, 212-723-9650 adam brazitis@citi.com James Castiglioni, Assoc, 212-723.5982 james casliglioni@citi. coin Joshua Krivlaky. Assoc, 212-723-9061 Joshua khvisky@cilLcom Robert McMaster, Assoc, 212-723.9076 rohert b mcmaster@cili.cdm Michael Barbarino, Analyst, 212-723-4858 michael.barbarino@citi.com Kristen Brauer, Analyst, 212-723-5349 kristen brauer@cili corn Lauren Bruno, Analyst, 212-723-4232 leuren. bruno@cilLcom Zchaib Chida, Analyst, 212 723.4222 zohaib.chicla@dtr.com Andrew Coleman, Analyst, 212-723-4616 andrsW coIsiean@dti coin Trevor Cohen, Analyst, 212-723-4663 Irevorcohen@citi. cam Aaron Fogle, Analyst, 212-723-9009 as ron.logle@ citi. coin Ryan Haid, Analyst, 212-723-5347 ryan haid@citi.com Brad Henkel, Analyst, 212-723.4669 bradley henkei(t citi,com Raymond Huang, Analyst, 212-723.4284 raymond huang@till com Allison Larr. Analyst, 212-723-2132 Allisonlarr@cili com Brett Leavitt, Analyst, 212 723-4212 brelt leavill@tilt-com Alvin Ng, Analyst, 212.723-5372 alvinng@citi com Erica Pusey, Analyst, 212-723-4605 erica pusey@cill.com Michael Sanduski, Analyst, 212-723-5340 michael sanduski@cilLcom Austin Shepherd, Analyst, 212-723-5019 austie,shepherd@cili com Eno Velez, Analyst, 212-723.4798 eric verez@tilt com Megan Yonkaitis, Analyst, 212-723-9627 megan.yonkaitls@d li.com CITI COMMUNITY CAPITAL 390 Greenwich St, 2nd FI. New York, NY 10013 Email: askciticommunilycapital@cili.core www. citicommunitycapital.com Tax ID: 84-0775574 Experience: Underwriter ORIGINATION Richard Gerwitz, Mng Dir, 213-486-7138 richard.gerwitz@cili coin Matt Bissonette, Dir, 212.723.4241 malthew bissonetto@clti.com Tricia Yarger, Dir, 212-723-5471 (nclo yarger@citi.com William Yates, Dir. 212-723-5535 yatesw@cili. coin Carrie Lee, VP, 212-723-5748 carriee. lee@cili. coin David Pedow, Analyst, 212-723-5929 david. perlow@clti.com CREDIT SUISSE SECURITIES (USA) LLC Member: FINRA SIPC MSRB 11 Madison Ave New York, NY 10010 Tel: 212-325-2000 INTEREST RATE STRUCTURED SALES & TRADING Chris Patronis, Dir, 212-538-6264 Fax: 212.322-1145 chris.palrenls@credil•sulsae coin Michael endear, Dir, 212-538-2434 Fax. 917-326-3701 Michael bridger@credit-sulsse.com Zach Tucker, VP, 212-325-9153 Fax; 212.322-2064 sash lucker(9credil-sulsse.com D.A. DAVIDSON & CO. Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev. Public Facilities, Transportation. Utilities Member: SIFMA FINRA SIPC 260 Madison Ave., 8th Fi. New York, NY 10016 www.dadco.com OTC; 0361 NSCC: 0361 Alpha: DADA Tax ID: 81.0139474 Clear Thru: Self Clearing Experience: Underwriter Nick Licciardi, SVP, CD Sales/ Trader, 303-571.6127 nlicciard@dadco-com DEALERS & UNDERWRITERS NEW YORK New York DEUTSCHE DANK AG 60 Wall St, New York, NY 10005 Tel; 212-250-8167 Fax; 212-797-2210 www.db,com DTC: 0673 TRADING Tel: 212-250-8157 Fax; 212-797-2210 Joshua Wilkes, Mng Dir joshua. wilkes@ d b.com Nathan Boynton, Dir nalhan.boynton@db coin Michael Doerfler, DIr Michael. doerfler@db. com Ethan Parks, Dir, 212-250.8749 Fax: 904.520-5012 ethan.parks@db coin Yang jKevin) Chen, VP yang than@db coin John Werba, VP, 212.250.8749 1ohn.werba@dh.com Nima Mirzad, Assoo nima.mirzad@db coin Olga Shevchenko, Analyst, 212-250.8749 Olga sheychenko@db.com ORIGINATION/SALES Tel' 212-250-8257 Fax: 212.797-2201 Patrick Marsh, Mng DIr patdck.marsh@db.com Ryan Donovan, Dir ryan.donovan@db coin John Gleber, 'Dir john-gleber@db coin Michael Kuras, Dir michael.kuras@db. coin Dennis Tupper, Dir dennislupper@db. com Ron Van Den Handel, Dir, 212-250-8401 Fax: 212.797.2201 ron.vandenhandel(Adb com Chris Cost, VP chris1epher Aat(Ddb. com James Vergara, VP. 212-250-8749 Jaynesvergara@db. com Michael Kowal, Assoc Michael. kowal@db, com REINVESTMENT PRODUCTS Peter Colguitt, Dir, 212-250-6205 Fax: 212-704-8326 peler.colqullt@db com -I'he 13Und Buyer's Municipal Marketplace® Pall 2014 www.munimerketplsce:.com 139 CITY OF MIAMI, FLORIDA Request for Qualifications for Underwriting Services December 16, 2015 Appendix Appendix C. Citi's Negotiated Sales in the State of Florida Citi's Senior Managed Negotiated Florida Sales since 2012 Sale Date Issuer Par ($M) Issue Description Series 01/05/12 Orange Co School Board 01/20/12 Village Community Dev Dt #9 02/23/12 Seminole Co School Board 03/09/12 Broward Co -Florida 03/09/12 Broward Co -Florida 03/29/12 Lake Co School Board 04/20/12 CityPlace Community Dev Dt 05/17/12 Lake Co School Board 06/12/12 Marion Co -Florida 06/13/12 Florida Citizens Prop Ins Corp 06/13/12 Florida Citizens Prop Ins Corp 06/20/12 Florida Citizens Prop Ins Corp 08/02/12 Jacksonville Electric Authority 08/10/12 Seminole Co School Board 09/20/12 Broward Co -Florida 09/20/12 Broward Co -Florida 09/20/12 Fort Lauderdale City -Florida 10/17/12 Lee Co -Florida 10/24/12 Miami -Dade Co -Florida 11/16/12 Orlando -Orange Co Expressway Au 11/20/12 Apopka City -Florida 12/12/12 Village Community Dev Dt #10 12/14/12 Village Community Dev Dt #6 12/14/12 Orlando -Orange Co Expressway Au 12/19/12 No Sumter Co Util Dependent Dt 12/19/12 No Sumter Co Util Dependent Dt 01/09/13 St Johns Co School Board 01/24/13 Lake Co School Board 01/25/13 Village Community Dev Dt #5 01/25/13 Brevard Co Health Facs Auth 02/21/13 Tarpon Springs City -Florida 03/15/13 Greater Orlando Aviation Auth 04/10/13 Florida Hurricane Catastrophe Fin 04/12/13 Brevard Co School Board 04/12/13 Brevard Co School Board 04/19/13 Boggy Creek Improvement Dt 04/19/13 Greeneway Improvement Dt 05/23/13 Pasco Co School Board 07/17/13 Lee Co -Florida 07/31/13 Tampa City -Florida 12/05/13 Palm Beach Town -Florida 56.445 53.770 27.095 47.655 251.545 23.065 39.890 20.655 39.940 200.000 1,100.000 200.000 140.640 28.885 105.710 515.620 337,755 48.385 489.990 242.320 18.065 77.040 46.245 174.315 4,000 50.605 33.480 20.875 37,730 65.910 35.795 42.320 2,000.000 50.900 91.320 56.815 55,750 45,385 93.195 25.155 55.590 Certificates of Participation Special Assessment Rev Bonds Certificates of Participation Wtr & Swr Utility Rev Ref Bonds Wtr & Swr Utility Rev & Ref Bonds Certificates of Participation Special Assess & Rev Ref Bonds Certificates of Participation Utility System Revenue Ref Bonds Senior Secured Bonds Senior Secured Bonds Senior Secured Bonds Electric System Revenue Bonds Certificates of Participation Airport System Revenue Bonds Airport System Revenue Bonds Special Obligation Bonds Non Ad Valorem Ref Revenue Bonds Sub Special Oblig Refunding Bonds Revenue Refunding Bonds Utility System Rev Ref Bonds Special Assessment Rev Bonds Special Assessment Rev Ref Bonds Refunding Revenue Bonds Sub Solid Waste Revenue Bonds Solid Waste Revenue Bonds Certificates of Participation Certificates of Participation Special Assess Rev Ref Bonds Health Facs Revenue Ref Bonds Utility System Revenue Bonds Spl Purpose Airport Rev Ref Bonds Revenue Bonds Ref Certificates of Participation Ref Certificates of Participation Special Assess Rev & Ref Bonds Special Assessment Rev Bonds Certificates of Participation Wtr & Swr Rev & Rev Ref Bonds Solid Waste System Ref Rev Bonds Public Improvement Rev Bonds Series 2012 A Series 2012 Series 2012 A Series 2012 C Series 2012 A & B Series 2012 A Series 2012 Series 2012 B Series 2012 Series 2012 A-2 Series 2012 A-1 Series 2012 A-3 Series Three 2012E Series 2012 B Series 2012 Q-2 Series 2012 Q-1 Series 2012 Series 2012 Series 2012 A & B Series 2013 A Series 2012 Series 2012 Series 2013 Series 2013 B Series 2012 Series 2012 Series 2013 Series 2013 A Series 2013 Series 2013 Series 2013 A1,A2 Series 2013 Series 2013 A Series 2013 B Series 2013 A Series 2013 Series 2013 Series 2013 A Series 2013 A & B Series 2013 Series 2013 Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 (407) 999-7941 CITY OF MIAMI, FLORIDA Request for Qualifications for Underwriting Services December 16, 2015 Appendix Sale Date Issuer Par ($M) Issue Description Series 12/12/13 01/16/14 02/13/14 02/13/14 03/28/14 04/22/14 05/09/14 05/15/14 06/05/14 06/18/14 06/25/14 07/25/14 09/11/14 09/17/14 10/22/14 10/23/14 10/24/14 12/03/14 12/04/14 12/08/14 12/10/14 12/12/14 12/12/14 01/07/15 01/08/15 01/09/15 01/15/15 01/16/15 01/21/15 01/22/15 02/04/15 02/11/15 02/25/15 03/19/15 04/02/15 04/15/15 05/21/15 05/21/15 05/21/15 05/21/15 05/21/15 05/28/15 06/03/15 Florida Housing Finance Corp Village Community Dev Dt #10 Polk Co -Florida Polk Co -Florida Orlando City -Florida Midtown Miami Comm Dev Dt Seminole Co -Florida Jacksonville Electric Authority Jacksonville Electric Authority Lake Co School Board Orange Co Industrial Dev Auth Riviera Beach City Utll Spec Dt Palm Beach Co Health Facs Auth Miami -Dade Co Expressway Auth Village CDD #11 Seminole Co School Board Indian River Co School Bd Brevard Co Health Facs Auth St Lucie Co School Board Celebration Community Dev Dt Orange Co School Board Peace River-Manasota Reg Wtr Supply Au Peace River-Manasota Reg Wtr Supply Au St Johns Co School Board Broward Co School Board Broward Co School Board Palm Beach Co Solid Waste Auth Lake Co School Board Florida Housing Finance Corp Orange Co School Board Tampa Bay Water Auth Brevard Co School Board Sunrise City -Florida Florida Keys Aqueduct Authority Village Community Dev Dt #7 Florida Housing Finance Corp Florida Citizens Prop Ins Florida Citizens Prop Ins Florida Citizens Prop Ins Florida Citizens Prop Ins Florida Citizens Prop Ins Lee Co -Florida Lee Co -Florida Corp Corp Corp Corp Corp 50.000 68.615 5,905 16,070 236.290 91.845 28.000 88.790 63.925 55.800 64.095 22.645 89,570 266.425 56.120 20.455 45.455 255,385 26.080 33.730 132.340 23.910 56.065 54.845 252.360 170.805 50.330 56.270 60.000 114,170 180.835 100.695 70,120 34.560 61.080 13.300 50.000 150.000 225.000 275.000 300.000 48.640 33.425 Homeowner Mortgage Rev Bonds Special Assessment Rev Bonds Utility System Revenue Ref Bonds Utility System Revenue Ref Bonds Revenue Bonds Special Assess Rev & Ref Bonds Special Obligations Bonds Revenue Bonds Revenue Bonds Certificates of Participation Industrial Development Rev Bonds Water & Sewer Revenue Ref Bonds Hospital Revenue Refunding Bonds Toll Sys Rev & Refunding Bonds Special Assessment Rev Bonds Certificates of Participation Ref Certificates of Participation Health Facilities Rev Ref Bonds Ref Certificates of Participation Special Assessment Revenue Bonds Certificates of Participation Utility System Ref Revenue Bonds Utility System Ref Revenue Bonds Ref Certificates of Participation Certificates of Participation Certificates of Participation Refunding Revenue Bonds Certificates of Participation Homeowner Mortgage Revenue Bonds Certificates of Participation Utility System Ref Rev Bonds Ref Certificates of Participation Special Assessment Bonds Water Revenue Refunding Bonds Special Assessment Rev Ref Bonds Multi -Family Mortgage Rev Bonds Coastal Account Sr Secured Bonds Coastal Account Sr Secured Bonds Coastal Account Sr Secured Bonds Coastal Account Sr Secured Bonds Coastal Account Sr Secured Bonds Non Ad Valorem Ref Revenue Bonds Airport Revenue Refunding Bonds 2013 Series C Series 2014 Series 2014 B Series 2014 A Series 2014 A Series 2014 A & B Series 2014 Issue Three Ser 7 Issue 3 Series Eight Series 2014 A Series 2014 Series 2014 Series 2014 Series 2014 B Series 2014 Series 2014 A Series 2014 A Series 2014 Series 2015 A Series 2014 Series 2015 C Series 2015 Series 2014 B Series 2015 Series 2015 A Series 2015 B Series 2015 Series 2015 B 2015 Series A Series 2015 D Series 2015 A Series 2015 B & C Series 2015 Series 2015 A Series 2015 2015 Series C Series 2015 A-1 Series 2015 A-1 Series 2015 A-1 Series 2015 A-1 Series 2015 A-2 Series 2015 Series 2015 Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 (407) 999-7941 CITY OF MIAMI, FLORIDA Request for Qualifications for Underwriting Services December 16, 2015 Appendix Sale Date Issuer Par ($M) Issue Description Series 06/19/15 06/26/15 07/30/15 08/12/15 08/19/15 08/19/15 09/25/15 10/02/15 10/16/15 12/09/15 12/09/15 Cape Coral City -Florida Miami -Dade Co School Board Duval Co School Board West Palm Beach Comm Redev Agy Hillsborough Co Aviation Auth Hillsborough Co Aviation Auth Sumter Landing Comm Dev Dt Columbia Co School Board Hollywood Comm Redev Agency Babcock Ranch Comm Ind Special District Charlotte Co Industrial Dev Auth 72.415 239.630 121.850 44.060 88.975 294.350 55.450 18.795 49.075 19.955 10.000 Water & Sewer Ref Rev Bonds Certificates of Participation Certificates of Participation Tax Increment Refunding Bonds Customer Fac Charge Rev Bonds Customer Fac Charge Rev Bonds. Recreational Revenue Ref Bonds Ref Certificates of Participation Redev Rev & Rev Refunding Bonds Special Assessment Revenue Bonds Utility System Revenue Bonds Series 2015 Series 2015 B Series 2015 B Series 2015 2015 Series A 2015 Series B Series 2015 Series 2015 A Series 2015 Series 2015 94 Issues for 12,099.265 Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 (407) 999-7941 CITY OF MIAMI, FLORIDA Request for Qualifications for Underwriting Services December 16, 2015 Disclaimer In any instance where distribution of this communication is subject to the rules of the US Commodity Futures Trading Commission ("CFTC"), this communication constitutes an invitation to consider entering into a derivatives transaction under U.S. CFTC Regulations §§ 1,71 and 23,605, where applicable, but is not a binding offer to buy/sell any financial instrument. 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Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout the world. Citigroup Global Markets, Inc. 200 South Orange Avenue, Suite 2170 Orlando, FL 32801 (407)999-7941 Certification Statement Please quote on this form, if applicable, net prices for the item(s) listed. Return signed original and retain a copy for your files. Prices should include all costs, including transportation to destination. The City reserves the right to accept or reject all or any part of this submission. Prices should be firm for a minimum of 180 days following the time set for closing of the submissions. In the event of errors in extension of totals, the unit prices shall govern in determining the quoted prices. We (I) certify that we have read your solicitation, completed the necessary documents, and propose to furnish and deliver, F.O.B. DESTINATION, the items or services specified herein. The undersigned hereby certifies, to the best of their knowledge, that neither the contractual party nor any of its principal owners or personnel have been convicted of any of the violations, or debarred or suspended as set in section 18-107 or Ordinance No. 12271. All exceptions to this submission have been documented in the section below (refer to paragraph and section). EXCEPTIONS: Please see Appendix IV We (I) certify, to the best of our knowledge, that any and all information contained in this submission is true; and we (I) further certify that this submission is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a submission for the same materials, supplies, equipment, or service, and is in all respects fair and without collusion or fraud. We (I) agree to abide by all terms and conditions of this solicitation and certify that I am authorized to sign this submission for the submitter. Please print the following and sign your name: SUPPLIER NAME: Wells Fargo Bank, N.A. Municipal Products Group ADDRESS: 169 SW 8 St., Miami, FL 33130 PHONE: (727) 953-1073 FAX (727) 953-1077 EMAIL: john.generalli wellsfargo.co SIGNED BY. ... John P. Gene alli TITLE: Managing Director BEEPER. DATE• December 15, 2015 FAILURE TO COMPLETE, SIGN. AND RETURN THIS FORM SHALL DISQUALIFY THIS BID. Page 2 of 42 Certifications Legal Name of Firm: Wells Fargo Bank, N.A. Entity Type: Partnership, Sole Proprietorship, Corporation, etc. national banking association Year Established: 1870 Office Location: City of Miami, Miami -Dade County, or Other 169 SW 8 St., Miami, FL 33130 Occupational License Number: 98817 Occupational License Issuing Agency: City of Miami Occupational License Expiration Date: 09/30/2016 Please list and acknowledge all addendum/addenda received. List the addendum/addenda number and date of receipt (i.e. Addendum No. 1, 7/1/07). If no addendum/addenda was/were issued, please insert N/A. Addendum #1 received 12/3/15 and Addendum #2 received 12/11/15 If Proposer has a Local Office, as defined under Chapter 18/Articlle III, Section 18-73 of the City Code, has Proposer filled out, notarized, and included with its bid response the "City of Miami Local Office Certification" form? YES OR NO? (The City of Miami Local Office Certification form is located in the Oracle Sourcing system ("iSupplier" ), under the Header/Notes and Attachments Section of this solicitation) Yes Page 3 of 42 Line: 1 Description: Please disregard this Line Item and refer to Section 3.1, Specification/Scope of Work, and Section 4.0, Submission Requirements. Category: 94656-00 Unit of Measure: N/A Unit Price: $ N/A Number of Units: Total: $ N/A Page 4 of 42 ,vE ,11,S SECURITIES Request for Qualifications for Municipal Bond Underwriting Services The City of Miami December 16, 2015 Proposer's Name: Contact/Liaison for RFQ: Primary Office Location: Wells Fargo Bank, National Association John Generalli 2363 Gulf -to -Bay Boulevard, Suite 200 Clearwater, Florida 33765 Business Phone: (727) 953-1073 Business Fax: (727) 953-1077 Email: john.generalli@wellsfargo.com Title of RFQ:- Request for Qualifications for Municipal Bond Underwriting Services RFQ Number: 521381 Federal Employee Identification Number: 94-1347393 Together we'll go far Table of Contents Section 3. Executive Summary Page 1 4. Proposer's Overall Qualifications and Experience a. Proposer shall satisfy each of the minimum requirements listed under Section 2.9, Proposer's Minimum Qualifications, of the RFQ. Firm must also submit an affidavit of Proposer's declaration of compliance to the Minimum Requirements and Pre -Requisites as stated in Section 2.9. 5 b. Describe your firm's underwriting practice as related to public finance. Compare public finance 7 staffing in your firm three (3) years ago and that of today. c. Disclosure by the underwriter for any conflicts of interest, as stated in MSRB Rule G-17, including finder's fees, fee splitting, or other contractual arrangements of the firm that could present a real or perceived conflict of interest. Additionally, the firm should disclose if there are any pending investigations of the firm or enforcement or disciplinary actions imposed on the firm within the past three (3) years by the Security Exchange Commission (SEC) or other regulatory bodies.. 7 d. Certify the Proposer's Excess Net Capital position as of September 30, 2014 to date. 9 e. Disclose whether your firm has been involved in the prior trade of securities for the City of Miami? If so, please specify dates and provide detailed information concerning the services provided 9 5. Proposer's Ability to Underwrite Capacity Bond a. Describe the Proposer's bonds sales abilities with emphasis on the Proposer's institutional and/or retail distribution capabilities and ability to place Florida paper. Include in a tabular format the following (limit to three pages). 12 b. For each of the calendar years 2012, 2013 and 2014 and in tabular format, set forth the total number of municipal bond transactions the Proposer has served as Senior Manager and the total par amount involved (limit to one page). 15 c. For each of the calendar years 2012, 2013 and 2014 and in tabular format, set forth the total number of municipal bond transactions the Proposer has served as Co -Manager and the total par amount involved (limit to one page). 15 d. Provide information related to your firm's capitalization, as follows. 15 e. Describe Proposer's access to sources of current market information to provide bond pricing data before, during and after the sale 17 6. Qualification and Experience of Personnel a. Provide resumes of each public finance professional that will be assigned to the Engagement. Describe the role of each in, and level of commitment to, the Engagement as well as their experience with municipal clients (limit to one page per professional) 21 b. For the Proposer and for each employee of the Proposer listed above (i.e. the primary account executive and public finance professionals assigned to the Engagement), a brief explanation of: (i) litigation pending or past judgments entered against the individual or his or her Proposer, because of an act or omission of such individual in a professional liability action, if any; and (ii) regulatory or criminal actions, proceedings or investigations to which the individual or the Firm has been subject over the last three years, whether or not the same has resulted in charges, convictions, suspensions or debarments (no page limit). 25 c. Documentation of the Proposer's participation in the City's recent negotiated sale or negotiated sales of other municipalities in the State of Florida. �5 d. Provide not less than a list of three (3) references within the past five (5) years for whom similar services were performed. Include the term of the contract, the compensation structures, and include the address, phone number(s) and contact persons within the organization 28 Together we'll go far Table of Contents e. Relevant experience of the firm and the individuals assigned to the issuer, and the identification and experience of the individual in charge of the day-to-day management of the bond sale, including both the investment banker(s) and the underwriter(s). 29 f. A description of the firm's bond distribution capabilities including the experience of the individual primarily responsible for underwriting the proposed bonds. The firm's ability to access both retail and institutional investors should be described. 31 7. Understanding of City a. Describe the Proposer's understanding of the City's financial situation, including ideas on how the City should approach its current financing issues, such as bond structures, credit rating strategies and investor marketing strategies (limit to two pages) 35 b. Describe the Proposer's understanding of the City's local political, economic, legal and other issues that may affect the proposed financing (limit to two (2) pages). 37 8. Description of the approach to providing services requested in this solicitation a. Provide a synopsis of the Proposer's process and procedures, the standards it adheres to, and its general philosophy to the underwriting process. Describe how the Proposer views the roles of the other parties, such as the client, in the process 39 9. Trade Secrets Execution to Public Records Disclosure All proposals submitted to the city are subject to public disclosure pursuant to Chapter 119, Florida Statutes. An exception may be made for "trade secrets." 43 Appendices I. Wells Fargo's Forms to Meet Qualification Requirements II. Wells Fargo's Florida Negotiated Deal List (2009 through December 9, 2015) III. Relevant Deal Team Experience Lists IV. Exceptions to Terms and Conditions A number of the provisions contained in this Request for Qualifications ("RFQ") may be more pertinent to the procurement of certain materials, goods or services than for the underwriting services contemplated in this RFQ, including, among others, the criminal record verification, warranties, access to facilities, inspection of goods, etc. Because some of the provisions would not be typical when providing the contemplated underwriting services and, in the form proposed herein, are inconsistent with the policies and procedures of Wells Fargo Bank, N.A., and could be misunderstood and misinterpreted by third parties in a manner not intended by you and by Wells Fargo Bank, N.A, in the context of providing underwriting services, Wells Fargo Bank N.A. cannot agree to such provisions noted above. We would be prepared to follow the customary and usual practice of the municipal securities investment banking/underwriting community in signing a mutually agreed upon bond purchase agreement and underwriting documentation as well as provide the type of terms customarily used in such agreements. Please refer to Appendix IV for a list of our exceptions to the RFQ's Terms and Conditions. Together well go far Important Disclosures This document and any other materials accompanying this document (collectively, the "Materials") are provided for general informational purposes only. By accepting any Materials, the recipient acknowledges and agrees to the matters set forth below. Wells Fargo Securities ("WFS") is providing these Materials to you for discussion purposes only in anticipation of serving as an underwriter or placement agent (collectively referred to herein as "underwriter") to you. In our capacity as underwriter or placement agent, our primary role would be to purchase securities from you (or the issuer in the case of a conduit transaction) for resale to investors, or arrange for the placement of securities with investors on your behalf, in an arm's length commercial transaction between you and WFS in which WFS would be acting solely as a principal or agent, as applicable. (Please be advised the term "placement agent" does not imply any agency or fiduciary relationship). WFS is acting for its own interest and has financial and other interests that differ from yours. WFS is not acting as a municipal advisor or financial advisor, and has no fiduciary duty, to you or any other person pursuant to Section 15B of the Securities Exchange Act of 1934. The information in the Materials is not intended to be and should not be construed as "advice" within the meaning of Section 15B of the Securities Exchange Act of 1934. WFS is not expressing an opinion or providing any advice or recommendation about whether or not you should enter into any swap transaction in this presentation nor in any conversation between you and WFS with respect to the materials addressed in this presentation. WFS will not have any duties or liability to any person or entity in connection with the information being provided in the Materials. You should consult with your own financial and/or municipal, legal, accounting, tax, and other advisors, as applicable, to the extent you deem appropriate. If you would like a municipal advisor that has legal fiduciary duties to you, you are certainly free to engage a municipal advisor to serve in that capacity. Furthermore, please be advised that the information contained in the Materials does not constitute accounting or legal advice. Transactions referenced in the Materials which are attributed to Wells Fargo or to WFS may include transactions executed by a Wachovia Corporation or Wells Fargo & Company ("WFC") broker/dealer affiliate or by other municipal securities dealers and/or broker/dealers which were acquired by Wachovia Corporation or WFC. Municipal underwriting and remarketing rankings referenced herein represent combined totals for Wells Fargo Bank, N.A. ("WFBNA") and Wells Fargo Securities, LLC ("WFSLLC"). Municipal commercial paper rankings referenced herein represent totals for WFSLLC . Source information for any ranking information not otherwise provided herein is available on request. WFS distributes municipal securities to institutional investors primarily through WFBNA and Wells Fargo Securities, LLC ("WFSLLC"). Distribution to middle market clients is provided primarily through WFSLLC. Retail distribution is primarily provided by Wells Fargo Advisors, which is the trade name used by Wells Fargo Advisors, LLC ("WFA") and Wells Fargo Advisors Financial Network, LLC ("WFAFN"), two non -bank separate registered broker dealers (members FINRA and SIPC). WFSLLC, WFBNA, WFA, and WFAFN are affiliates and are each wholly owned subsidiaries of WFC. In the event that the Materials include information related to a bank -purchased bond transaction ("Direct Purchase"), please be advised that Direct Purchase is a product offering of Wells Fargo Bank, N.A. or a subsidiary thereof ("Purchaser") as purchaser / investor. WFS will not participate in any manner in any Direct Purchase transaction between you and Purchaser, and Wells Fargo employees involved with a Direct Purchase transaction are not acting on behalf of or as representatives of WFS. The information contained herein regarding Purchaser's Direct Purchase is being provided to you by WFS only for purposes of providing you, pursuant to your RFQ, financing alternatives that may be available to you from Wells Fargo & Company and its affiliates. Information contained in this document regarding Direct Purchase is for discussion purposes only in anticipation of engaging in arm's length commercial transactions with you in which Purchaser would be acting solely as a principal to purchase securities from you or a conduit issuer, and not as a municipal advisor, financial advisor or fiduciary to you or any other person or entity regardless of whether Purchaser, or an affiliate has or is currently acting as such on a separate transaction. Additionally, Purchaser has financial and other interests that differ from your interests. Purchaser's sole role with respect to the Direct Purchase would be to purchase securities from you (or the issuer in the case of a conduit transaction). Any information relating to a Direct Purchase transaction is being provided to you pursuant to and in reliance on the "bank exemption" under the municipal advisor rules ("Muni Advisor Rules") of the Securities and Exchange Commission ("SEC") or the SEC's guidance in its Registration of Municipal Advisors Frequently Asked Questions and Answers dated May 19, 2014 and the general information exclusion to advice under the Muni Advisor Rules. In the event that the information contained herein includes savings threshold levels, please be advised that WFS is not recommending nor providing advice regarding which maturities should be refunded by you. Wells Fargo Securities is the trade name for certain securities -related capital markets and investment banking services of Wells Fargo & Company and its subsidiaries, including Wells Fargo Bank, National Association. Commercial banking products and services are provided by WFBNA. Investment banking and capital markets products and services are provided by WFS, and are not a condition to any banking product or service. Municipal derivatives services are provided by Wells Fargo Bank, N.A., a swap dealer registered with the CFTC and member of the NFA. The Materials are submitted in response to your Request for Qualifications dated November 23, 2015. The Materials and any subsequent discussions between us, including any and all information, advice, recommendations, opinions, indicative pricing, quotations and analysis with respect to any municipal financial product or issuance of municipal securities, are provided to you in reliance upon the exemption provided for responses to requests for proposals or qualifications under the Muni Advisor Rules. The Staff of the SEC's Office of Municipal Securities has issued guidance which provides that, in order for a request for proposals to be consistent with this exemption, it must (a) identify a particular objective, (b) be open for not more than a reasonable period of time (up to six months being generally considered as reasonable), and (c) involve a competitive process (such as by being provided to at least three reasonably competitive market participants or by being publicly posted to your official website). In submitting this proposal, we have relied upon your compliance with this guidance. See additional important disclosures at the end of this document. Together we'll go far 3. Executive Summary Proposal to Serve as Underwriter to the City of Miami, Florida Well Fargo Securities ("Wells Fargo") is pleased to submit our proposal to serve as an underwriter on the City of Miami's (the "City") underwriting team. We understand the commitment and services required for the City's financing plans and our industry -leading financial strength, distribution networks, underwriting experience, and credit expertise will enable us to provide the City with an exceptional level of investment banking and underwriting services. In addition, we have a thorough knowledge of the City's financial situation having served as sole managing underwriter and direct lender/credit provider to the City. As demonstrated throughout our response, we have a national distribution network with access to a wide base of retail and institutional investors, and substantial experience underwriting Florida municipal financings. About Wells Fargo Wells Fargo & Company (the "Company") was founded in New York in 1852 by Henry Wells and William Fargo to provide banking and express delivery services. The Company is led by a 14 member board of directors, including Chairman, President, and CEO John Stumpf, and is organized under the laws of Delaware with its principal office in San Francisco, California. The Company's stock is publicly traded on the New York Stock Exchange under the symbol WFC. Today, the Company serves one in three U.S. households, operates in 36 countries, serves 70 million customers globally, and employs over 266,00o people worldwide. Wells Fargo Securities is the trade name for certain capital markets and investment banking services of the Company and its subsidiaries, including Wells Fargo Bank, National Association ("WFBNA"). The earliest predecessor of the bank that is now WFBNA was originally chartered as a national bank in June 1863, and is headquartered in Sioux Falls, South Dakota. Wells Fargo's public finance practice, also known as the Municipal Products Group ("WFBNA MPG"), operates within WFBNA. Available records indicate that WFBNA MPG (or a predecessor bank that subsequently merged into WFBNA) was registered as municipal securities dealer dating back to before 1966. The primary contact on behalf of Wells Fargo for the City's underwriting activities will be Mr. John Generalli. Mr. Generalli's contact information is provided below. John Genera lli, Managing Director Phone: (727) 953-1073 Fax: (727) 953-1077 Email: john.generalli@wellsfargo.com One of the Best -Capitalized and Highest -Rated U.S. Banks With excellent ratings and market capitalization, Wells Fargo is positioned to support the financing needs of our municipal clients, both through capital markets underwriting and with direct funding solutions. As of December 1, 2015, the Company ranked 1st in market capitalization ($283 billion) and 4th in assets ($1.7 trillion) among our U.S. peers. WFBNA is one of the best capitalized institutions in the nation with over $15o billion of total capital as of December 31, 2o13, and one of the strongest institutions in the nation with credit ratings of Aa2 from Moody's, AA- from S&P, and AA from Fitch. Bank Market Capitalization 300 260 200 Itt 160 100 so 0 Wells JPMorgan Bank of Citigroup Goldman Morgan Barclays Fargo & Chase & America Inc. Sachs Stanley PLC Co. Co. Corp. Group Bank Credit Ratings LT' Outlook LT Fitch 4bticwk - L7 9Y oliflook Wells Fargo Banlr Asta= V-1 Stable A4- A 1+ suable to 91+ Stablc JPMorgan Chase Bank Aa3 P-1 Stable A+ A-t Stable AA- . Ft+ Stable. Barclays Bank A2 P-t Stable A- A-2 Stable A Ft Stable Goldman Sachs Grp A3 P-2 Stable BBB+ A-2 Stable A Pt Stable Citibank Al P-1 Stable A A-1 Pos A+ Ft Stable Morgan Stanley Bank Al P-1 Stable A A-1 Pos A+ Ft Stable Bank of America At P-1 Stable A A-1 Pos A+ Ft Stable Wells Fargo Securities 1 2363 Gulf -to -Bay Blvd, Clearwater, FL 33765 (727) 953-1073 Proposal to Serve as Underwriter to the City of Miami, Florida Euromoney named Wells Fargo & Company "Best Bank in the U.S." for the fourth year in a row in 2015. Our strong and historically stable ratings, and exceptional capital position have made us a powerful underwriter, and a prominent credit provider for municipal issuers across the country. As a "well capitalized" bank under the Office of the Comptroller of the Currency's ("OCC") capital regulations, Wells Fargo is authorized to underwrite municipal securities without any regulatory -defined capital constraint: the only constraint as to the par value of municipal securities that Wells Fargo underwrites is its own internal credit decision process. Further, no other U.S. bank holds more municipal bonds than Wells Fargo Bank with approximately $84 billion in municipal holdings as of June 3o, 2014 (Source: Bond Buyer). In brief, our high market capitalization and excellent ratings position Wells Fargo to support the financing needs of our key clients. Our firm's commitment to municipal issuers is evidenced by our pricing performance on senior managed issues and our willingness to underwrite our municipal clients' bonds to support their financings. In the current market environment, it will be critical for the City to engage strong and stable financial institutions. Wells Fargo exhibits such qualities. Top 5 Ranked Municipal Underwriter From 2012 through 2014, Wells Fargo senior managed more than $120.7 billion of municipal bonds. Among senior managing municipal underwriters, Wells Fargo ranks 5th by par amount based on league table credit, and has been among the top 5 senior managing underwriters every year since 2011.1 In aggregate, Wells Fargo served as underwriter on 1,937 municipal offerings totaling more than $337.8 billion in par from 2012 through 2014, including 142 financings in Florida totaling $17.38 billion (Source: SDC). In 2014, Wells Fargo ranked 3rd among senior managing underwriters of negotiated Florida municipal bonds based on a par amount of more than $1.145 billion.2 National Retail and Institutional Distribution Wells Fargo's national retail sales force transacts its business as Wells Fargo Advisors LLC ("WFA"). WFA has one of the nation's largest retail distribution networks and currently has over 15,00o financial advisors around' the country with client assets totaling over $1.4 trillion. Wells Fargo also maintains institutional sales offices worldwide covering large Tier 1 high grade accounts, as well as a middle market network covering 10,00o Tier 2 and Tier 3 clients. This Middle Markets channel allows us, unlike many of our competitors, to cover local community banks, smaller insurance companies, private corporations and public entities, many of whom we believe will have strong interest in the structure and credit strengths associated with the City's potential offerings. These accounts have the potential to make a difference in the City's financing results by helping Wells Fargo garner a low cost of funds for the City's debt issues. Florida Presence and Distribution Capabilities Wells Fargo is an active participant in the Florida market. Our Government & Institutional Banking group includes 29 professionals in Florida dedicated to serving Florida municipal clients, including 7 Public Finance team members in our Clearwater Public Finance office, and 22 Government Banking team members throughout Florida. Additionally, Wells Fargo Advisors has approximately 1,l0o retail financial advisors in Florida who serve over 578,00o active accounts. From Public Finance and Government Banking to retail branch operations, Wells Fargo is committed to supporting our local communities. The Company employs nearly 15,00o team members in 775 locations throughout the State of Florida, including over 1,30o team members and 33 offices and bank branches in Miami alone. These team members provide a broad range of banking and financial services including consumer and commercial banking; insurance; investment management; advisory services; brokerage services;- and capital markets- execution. Additionally, Wells Fargo is an excellent corporate citizen and our employees take pride in supporting their communities. In the past year, the Company and its employees contributed $15 million to charitable causes in Florida and volunteered more than 90,00o hours to community organizations in Florida. Wells Fargo is not merely a Wall Street firm looking for investment 1 Source: Thomson Reuters SDC Data. Represents combined competitive and negotiated municipal new issues underwritten from 2011 through 2014 by Wells Fargo Securities. 2 Source: Thomson Reuters SDC Data. Represents negotiated municipal new issues underwritten from January 1, 2014 through December 31, 2014 by Wells Fargo Securities. Wells Fargo Securities 2 2363 Gulf -to -Bay Blvd, Clearwater, FL 33765 (727) 953-1073 Proposal to Serve as Underwriter to the City of Miami, Florida banking business in Florida; we are a member of the community and have a vested interest in the success of the City of Miami and the entire State. WFA's retail distribution system is among the largest in Florida with 1.,1oo financial advisors in Florida spread out across the state in 76 retail brokerage offices and hundreds of bank branches. In Miami -Dade County, WFA employs a total of 216 financial advisors, working from retail branch offices and bank branch locations. This significant retail brokerage presence throughout the State of Florida markedly enhances the efficient distribution of Florida bonds. As evidence of these excellent distribution capabilities, as of February 2o14, WFA customers hold over $4.2 billion in Florida bonds, including nearly $59 million in bonds issued by the City. Experienced Professionals Wells Fargo's public finance team is among the most experienced in Florida. Mr. John Generalli will lead our team of public finance professionals, and serve as day-to-day contact and primary representative on behalf of Wells Fargo. During his career Mr. Generalli has worked on some of the largest and most complicated municipal financings in Florida. His financing experience includes serving as a banker on over $9 billion of bonds issued by municipal issuers in Miami -Dade County, including the City, since 2005. Mr. Generalli's experience with Florida credits includes issues secured by covenant to budget and appropriate, airport revenues, sales and use taxes, water and sewer revenues, special assessments, and general obligation pledges. Mr. Generalli will be supported by experienced professionals in WFBNA's Clearwater and Miami offices, as well as specialty banking teams from across Wells Fargo's national municipal platform. Institutional Knowledge of the City WFBNA has supported the City's financing activities in the past as a bond underwriter, direct lender, and credit provider. In April 2008 WFBNA issued the City a $5o million standby letter of credit for the financing of the Port of Miami Tunnel ("Port Tunnel LC"). The Port Tunnel LC was subsequently converted to a direct loan by WFBNA and refinanced to long-term bonds through the City's issuance of its $44.725 million Special Obligation Non -Ad Valorem Revenue Refunding Bonds, Series 2012 (Port of Miami Tunnel Project) ("Series 2012 Bonds") which were sole managed by Wells Fargo. From 2008 until the issuance of the Series 2012 Bonds, WFBNA and Wells Fargo continued to provide financial support to the City, even as the City was undergoing investigations by the SEC and IRS that limited the City's access to the capital markets and bank lending/credit support. In addition, Wells Fargo served as sole underwriter for the Southeast Overtown-Park West CRA's issuance of $55.885 million Series 2014 Tax Increment Revenue Bonds ("Series 2014 Bonds"). The Series 2012 Bonds and the Series 2014 Bonds are the only bonds to be sold to the public market by the City and its agencies in more than four years. Government and Institutional Banking In addition to Wells Fargo's public finance team, the City will have the expertise of Wells Fargo's Government Banking professionals at its disposal. Government Banking and WFBNA MPG are both housed under Wells Fargo's Government and Institutional Banking group, making Wells Fargo one of the few firms that can offer both capital markets and commercial banking solutions from the same organization. Our public finance and government banking groups work together to address the debt needs of governmental issuers, whether those are best served by capital markets or bank products. We have created tremendous synergy in our coverage of municipal issuers, by linking our public finance, government banking, and retail distribution networks. Thank you for the opportunity to present our credentials to serve the City on its underwriting team. Please do not hesitate to contact me if you have any questions regarding our proposal. Sincerely, ohn P. Generalli Managing Director Wells Fargo Securities Wells Fargo Securities 3 2363 Gulf -to -Bay Blvd, Clearwater, FL 33765 (727) 953-1073 4. Proposer's Overall Qualifications and Experience Proposal to Serve as Underwriter to the City of Miami, Florida Wells Fargo's responses/affirmations to the City's minimum requirements under Section 2.9 of the RFQ are provided below. We also acknowledge receipt of all addenda provided by the City up to and including the date of our submission pertaining to the RFQ. A. National Recognition as an Underwriting Firm Wells Fargo affirms that it is a nationally recognized underwriting firm as exemplified by continuously maintaining a Red Book listing within the area of Dealers & Underwriters for at least two (2) years. Photocopies of our most recent Red Book listings are included in Appendix I. B. and C. Compliance with G-37 The Municipal Products Compliance group has comprehensive procedures in place to identify and monitor WFBNA MPG's compliance with the Municipal Securities Rulemaking Board's Rule G-37 ("Rule G-37"). WFBNA MPG's most recent Form G-37 filings can be found in Appendix I. D. and E. Business Qualification, FINRA, and Broker -Dealer Registration Wells Fargo is legally authorized and has all required licenses and registrations to do business in the State of Florida pursuant to the requirements of Florida Statutes. WFBNA MPG, the party responding to this RFP, is a separately identifiable department of WFBNA, a national banking association, and as such is regulated by the Securities and Exchange Commission ("SEC") and the Office of the Comptroller of the Currency ("OCC"). As a national bank, WFBNA is exempt from filing with individual states. SEC Form MSD is the registration document used for a municipal bank dealer such as WFBNA MPG. Such registration is current and in good standing. WFBNA MPG is not regulated by FINRA. However, each of WFBNA's municipal finance professionals that will have direct involvement with the City for its bond offerings hold current licenses from FINRA. WFBNA is authorized under the laws of the United States of America to provide underwriting or investment banking services in connection with municipal securities and is in good standing. As a national banking association, WFBNA is regulated by the OCC. WFBNA is therefore not required to register with the Florida Division of Corporations. WFBNA does maintain a designation of Agent with the Florida Division of Corporation. Please find attached in Appendix I WFBNA's Certificate of Good Standing issued by the OCC and WFBNA's registration with the Florida Department of State Division of Corporations. The Wells Fargo business model is for municipal bond underwriting services to be provided by WFBNA MPG. If it is a requirement of the City's RFQ that the underwriting firm must be a FINRA member, we are fully capable of providing the service as underwriter through Wells Fargo Securities, LLC ("WFSLLC"), which is registered as a broker/dealer with the SEC (SEC registration #8-65876), and is regulated by FINRA (FINRA registration #126292). WFSLLC is also registered with the MSRB (MSRB registration #A6366). Ultimately, our primary goal is to serve on the City's underwriting team, and we would be pleased to utilize the legal entity desired by the City. It is worth noting that there is precedent for the City to use WFBNA as an underwriter. In 2012, WFBNA served as sole underwriter for the City's Special Obligation Non -Ad Valorem Revenue Refunding Bonds, Series 2012 (Port of Miami Tunnel Project). F. and G. Florida Licenses and Underwriting Experience Wells Fargo is legally authorized and has all required licenses and registrations to do business in the State of Florida pursuant to requirements of Florida Statutes. As a national banking association, WFBNA is regulated by the OCC. WFBNA is therefore not required to register with the Florida Division of Corporations. WFBNA does maintain a designation of Agent with the Florida Division of Corporation. Please find attached in Appendix I, WFBNA's registration with the Florida Department of State Division of Corporations. Wells Fargo (including its predecessors) has been an active underwriter of municipal bonds since at least 1966 based on available records. H. Sufficient Financial Support, Personnel and Organization Wells Fargo Securities 5 2363 Gulf -to -Bay Blvd, Clearwater, FL 33765 (727) 953-1073 Proposal to Serve as Underwriter to the City of Miami, Florida The Company is among the largest banking institutions in the world, and WFBNA MPG is among the largest public finance departments in the country with 202 professionals dedicated to municipal clients. Based on the financial strength of Wells Fargo, the number and quality of our municipal professionals, and our organizational structure that includes both WFBNA MPG and Government Banking under the same organization (Government & Institutional Banking), Wells Fargo is well positioned to ensure that we can satisfactorily execute the services of underwriter under the terms and conditions stated within the City's RFQ. I. Conflicts with the City Wells Fargo Bank N.A. ("WFBNA") is a subsidiary of Wells Fargo & Company ("WFC"), a corporation organized under the laws of Delaware. WFC's principal office is located in San Francisco, California. On December 31, 2008, WFC acquired the former Wachovia Corporation and its subsidiaries, including a predecessor firm, Wachovia Bank, N.A ("WBNA"). On March 20, 2010, WBNA merged into WFBNA. As with any large diversified financial services company of its size in the highly -regulated banking and securities field, Wells Fargo Bank, N.A. and Wells Fargo & Company are subject to receiving inquiries and subpoenas from regulators and law enforcement from time to time, as well as being subject to civil litigation. Wells Fargo responds regularly to inquiries and investigations by governmental entities and, as a highly regulated diversified financial institution has in the past entered into settlements of some of those investigations, including those specified below. None have resulted in any material restrictions on Wells Fargo's ability to operate its businesses, and none are or have been material to the operation of the businesses. During the first quarter of 2010, WBNA entered into agreements with the U.S. Department of Justice and banking regulators concerning WBNA's Bank Secrecy Act (BSA) and Anti -Money Laundering (AML) compliance program between 2004 and 2007. See the press release dated March 17, 2010 at https://www.wellsfargo.com/press/2olo/2oloo317_Wachovia. The deferred prosecution agreement discussed in the press release was dismissed in 2011. During the fourth quarter of 2011, WFBNA entered into a settlement with various regulators regarding municipal derivatives contracts. Please see the Legal Actions section of WFC's 2011 Annual Report for additional information regarding the municipal derivatives bid practices settlement with the Office of the Comptroller of the Currency, Securities and Exchange Commission, the U.S. Internal Revenue Service, U.S. Department of Justice and a group of state Attorneys General. See press release dated December 8, 2011 at https://www.wellsfargo.com/press/2o11/20111208_WFReachesSettlement. Wells Fargo Bank, N.A. has paid municipal fines in connection with a small number of houses for alleged violations of local housing ordinances, some of which are characterized as misdemeanors. Access to the Legal Proceedings sections of Wachovia Corporation's io-K dated February 28, 2008; and io-Q's dated October 3o, 2008, August 11, 2008, and May 12, 2008 are available via the internet link below: http://www.sec.gov/cgi-bin/browse- edgar? action=getcompany&CIK=00000729718rtype=lo&dateb=20ogotol&owner=exclude&count=loo Copies of the Legal Proceedings sections from Wells Fargo & Company recent public filings are available via the internet link below: https://www.wellsfargo.com/invest_relations/filings Wells Fargo & Company Annual Report Link: https://www.wellsfargo.com/invest relations/annual J. Contracts with the City WFBNA affirms that to that best of our knowledge neither it nor any of its principals or officers are in arrears or in default of any debt or contract involving the City; nor have failed to perform faithfully on any previous contract with the City. Wells Fargo Securities 6 2363 Gulf -to -Bay Blvd, Clearwater, FL 33765 (727) 953-1073 Proposal to Serve as Underwriter to the City of Miami, Florida Wells Fargo has created tremendous synergy in its coverage of municipal issuers by closely linking its public finance (WFBNA MPG) and commercial banking (Government Banking) groups (both operating within Government & Institutional Banking). Wells Fargo's Government & Institutional Banking, inclusive of Municipal Products, is a truly national organization located in over 70 offices nationwide. The Government Banking group delivers commercial banking solutions to municipalities nationwide. By placing both public finance and government banking within Government and Institutional Banking, Wells Fargo has created a distinctive synergy in the coverage of municipal issuers, allowing us to seamlessly provide clients with a broad suite of products to fulfill their financing objectives, whether through commercial banking offerings, including direct lending and credit support, or traditional capital market solutions. Our public finance and government banking groups work together to address the debt needs of municipal issuers whether those are best served by capital market or commercial bank products. Wells Fargo's commitment to serving municipal issuers across the nation is demonstrated by our strategic investment in talented public finance professionals. From 2009 to 2012 we made a number of strategic investments expanding the breadth and depth of the Municipal Products Group to 206 professionals. Since 2012, Wells Fargo has continued to invest in the Municipal Products Group and presently maintains a staff of 202 professionals dedicated to public finance, trading, underwriting, institutional sales, risk management, and analytics. In Florida, our Municipal Products Group has grown from four professionals in 2009 to seven professionals dedicated to serving Florida municipal clients. As an indication of the Company and Wells Fargo's dedication and support for the municipal market, no other U.S. bank holds more municipal bonds than Wells Fargo Bank with approximately $34 billion in municipal holdings as of June 30, 2014 (Source: Bond Buyer). Our holdings represent approximately 57% more than the second largest holder of municipal bonds among U.S. banks, and in the last year, the Company has increased its holdings by approximately 13%. We would like to ensure that you are aware of the following actual or perceived material conflicts of interest relating to Wells Fargo. To the extent that we become aware of additional conflicts of interest following selection as underwriter, we will disclose those situations to you as we become aware. We anticipate that as underwriter for the City, we would be compensated by a fee and/or an underwriting discount that would be set forth in a bond purchase agreement to be negotiated and entered into in connection with the issuance of bonds. Payment or receipt of the underwriting fee or discount would be contingent on the closing of the transaction and the amount of the fee or discount may be based, in whole or in part, on a percentage of the principal amount of the bonds. While this form of compensation is customary in the municipal securities market, it presents a conflict of interest since an underwriter may have an incentive to recommend a transaction that is unnecessary or to recommend that the size of a transaction be larger than is necessary. We have entered into an agreement with our affiliate, Wells Fargo Advisors, LLC ("WFA") for the distribution of certain municipal securities offerings. Pursuant to this agreement, we will share a portion of our underwriting compensation with WFA for any bonds sold by WFA to its customers. Wells Fargo and WFA are both subsidiaries of Wells Fargo & Company. Wells Fargo Securities 2363 Gulf -to -Bay Blvd, Clearwater, FL 33765 (727) 953-1073 Proposal to Serve as Underwriter to the City of Miami, Florida Our affiliates may serve in separate capacities in connection with the issuance of the Bonds, including serving as letter of credit provider, trustee, swap provider, etc. The affiliated entity will be separately compensated for serving in that capacity. We may receive a payment, value, or credit from our affiliate in connection with such ancillary services. In the ordinary course of business, we and/or our affiliates have engaged, and may in the future engage, in transactions with, and/or perform services for, the City for which has been received or will be received customary fees and expenses. Those business activities may include (i) commercial banking services, including accepting deposits from the City and extending various forms of credit to the City and (ii) purchasing, selling or holding a broad array of investments and trading securities, derivatives, loans, commodities, currencies and other financial instruments for our own account and/or for the accounts of customers, including investment and trading activities relating to assets, securities and/or other financial instruments of the City (whether directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the Issuer. We and/or our affiliates also may communicate independent investment recommendation, and market advice, or trading ideas and/or publish or express independent research views in respect of such assets, securities or other financial instruments and at any time may hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and other financial instruments. Certain Wells Fargo & Company employees may receive various forms of revenue credit, in a manner consistent with applicable MSRB rules, for (i) having a mutual client relationship with the City or (ii) referring this transaction to Wells Fargo; which depending upon the compensation program applicable to any such employee, may impact such employee's compensation. Wells Fargo Bank N.A. ("WFBNA") is a subsidiary of Wells Fargo & Company ("WFC"), a corporation organized under the laws of Delaware. WFC's principal office is located in San Francisco, California. On December 31, 2008, WFC acquired the former Wachovia Corporation and its subsidiaries, including a predecessor firm, Wachovia Bank, N.A ("WBNA"). On March 20, 2010, WBNA merged into WFBNA. As with any large diversified financial services company of its size in the highly -regulated banking and securities field, Wells Fargo Bank, N.A. and Wells Fargo & Company are subject to receiving inquiries and subpoenas from regulators and law enforcement from time to time, as well as being subject to civil litigation. Wells Fargo responds regularly to inquiries and investigations by governmental entities and, as a highly regulated diversified financial institution has in the past entered into settlements of some of those investigations, including those specified below. None have resulted in any material restrictions on Wells Fargo's ability to operate its businesses, and none are or have been material to the operation of the businesses. During the first quarter of 2010, WBNA entered into agreements with the U.S. Department of Justice and banking regulators concerning WBNA's Bank Secrecy Act (BSA) and Anti -Money Laundering (AML) compliance program between 2004 and 2007. See the press release dated March 17, 2010 at https://www.wellsfargo.com/press/2010/20100317 Wachovia. The deferred prosecution agreement discussed in the press release was dismissed in 2011. During the fourth quarter of 2011, WFBNA entered into a settlement with various regulators regarding municipal derivatives contracts. Please see the Legal Actions section of WFC's 2011 Annual Report for additional information regarding the municipal derivatives bid practices settlement with the Office of the Comptroller of the Currency, Securities and Exchange Commission, the U.S. Internal Revenue Service, U.S. Department of Justice and a group of state Attorneys General. See press release dated December 8, 2011 at https://www.wellsfargo.com/press/2011/20111208_WFReachesSettlement. Wells Fargo Bank, N.A. has paid municipal fines in connection with a small number of houses for alleged violations of local housing ordinances, some of which are characterized as misdemeanors. Access to the Legal Proceedings sections of Wachovia Corporation's 10-K dated February 28, 2008; and io-Q's dated October 30, 2008, August 11, 2008, and May 12, 2008 are available via the internet link below: Wells Fargo Securities 8 2363 Gulf -to -Bay Blvd, Clearwater, FL 33765 (727) 953-1073 Proposal to Serve as Underwriter to the City of Miami, Florida http://www.sec.gov/cgi-bin/browse- edgar?action=getcompany&CIK=00o00729'71&type= to&dateb=200901o1&owner=exclude&count=100 Copies of the Legal Proceedings sections from Wells Fargo & Company recent public filings are available via the internet link below: https://www.wellsfargo.com/invest_relations/filings Wells Fargo & Company Annual Report Link: https://www.wellsfargo.com/invest_relations/annual As a national bank conducting municipal securities underwriting and dealing activities, WFBNA MPG, a "separately identifiable department" of WFBNA, is registered with the SEC as a "municipal securities dealer" pursuant to Rule 15Ba2-1 of the Securities Exchange Act of 1934. As such, WFBNA is not subject to the SEC's net capital rules that apply to broker -dealers. WFBNA is, however, subject to capital regulations prescribed by the Office of the Comptroller of the Currency ("OCC"), which is the regulatory authority for national banks. On a quarterly basis, WFBNA is required to file with the OCC a "Consolidated Reports of Condition and Income for A Bank with Domestic and Foreign Offices" (commonly referred to as a "Call Report"), which contains various financial information about WFBNA (including regulatory capital on Schedule RC-R). These reports are publicly available from the Federal Financial Institutions Total Capital $144,893,000,000 Examination Council's web site. Total Risk -based Capital $144,670,000,000 Tier One Capital $119,995,000,000 Wells Fargo Bank, National Association Capital Position. (September 30, 2014). As of September 3o, 2014, WFBNA reported on its Call Report total equity capital of over $144 billion, total risk - based capital of over $144 billion, and Tier 1 capital of over $119 billion. Most recently, as of September 3o, 2015, WFBNA reported on its Call Report total equity capital of over $150 billion, total risk -based capital of over $148 billion, and Tier 1 capital of over $124 billion. Source: Wells Fargo Bank, N.A. Call Report Wells largo Bank, National Association Capital Posit on (September 3o, 2615 ) Total Capital Total Risk -based Capital Tier One Capital $150,354,000,000 $148,157,000,000 $124,871,000,000 Source: Wells Fargo Bank, N.A. Call Report In December 2012 Wells Fargo served as sole underwriter for the City's issuance of Special Obligation Non -Ad Valorem Revenue Refunding Bonds, Series 2012 (the "Series 2012 Bonds"). The Series 2012 Bonds were priced by Wells Fargo on December 6, 2012 and the City executed a bond purchase agreement with Wells Fargo on December 7, 2012. The Series 2012 Bonds were delivered on December 13, 2012. Wells Fargo also served as sole underwriter for the Southeast Overtown-Park West CRA (the "CRA") Tax Increment Revenue Bonds, Series 2014 (the "Series 2014 Bonds"). The Series 2014 Bonds were priced by Wells Fargo on August 14, 2014 and the CRA executed a bond purchase agreement with Wells Fargo on August 15, 2014. The table below lists the City and CRA bonds sold by Wells Fargo. In aggregate, the two bond sales totaled $100.61 million in par. Wells Fargo Securities 9 2363 Gulf -to -Bay Blvd, Clearwater, FL 33765 (727) 953-1073 Proposal to Serve as Underwriter to the City of Miami, Florida Wells Fargo's Sole Managed Underwritings City of Miami, Flori ; a Series 2012 Bonds for the City and CRA Southeast Uvertown' Par West BA Series 2014 Bonds Amount Maturity ($ millions) Amount Maturity ($ millions) 3/1/2016 2.150 3/1/2015 0.570 3/1/2017 2.210 3/1/2015 4.175 3/1/2018 2.300 3/1/2016 5.315 3/1/2019 2.390 3/1/2017 2.285 3/1/2020 2.510 3/1/2018 2.405 3/1/2021 2.635 3/1/2019 2.525 3/1/2022 2.77o 3/1/2020 2.650 3/1/2030 27.76o 3/1/2021 2.785 3/1/2022 2.925 3/1/2023 3.075 3/1/2024 3.23o 3/1/2030 23.945 In addition to our service as underwriter to the City, Wells Fargo has been a secondary market trader of the City's bonds. Since 2009, (the longest timeframe accessible to us at the time of our response to the City), Wells Fargo has participated in the execution of 24 secondary market trades of the City's paper. A listing of the trades is provided for the City's reference. Prior to the issuance of the Series 2012 Bonds, WFBNA was the holder of the City's $45 million bank note for the Port of Miami Tunnel Project. Wells Fargo's Secondary Market Trades City of Miami, Florida Bonds 2009 through 24315 YTD Trade Date 11/17/2015 7/22/2015 7/21/2015 7/20/2015 12/19/2014 5/22/2013 4/30/2013 4/30/2013 1/9/2013 8/9/2012 8/9/2012 9/14/201.1 Amount ($MM) 0.250 0.100 0.100 0.100 0.750 0.125 2.760 2.760 0.160 0.125 0.125 Trade Date 9/14/2011 9/14/2011 9/14/2011 9/14/2011 9/14/2011 4/5/2011 4/5/2011 3/2/2011 8/11/2010 8/11/2010 7/8/2009 13.145 7/8/2009 Amount ($MM) 13.145 2.000 2.000 2.000 2.000 0.050 0.050 0.010 0.375 o.375 0.050 0.050 Wells Fargo Securities 10 2363 Gulf -to -Bay Blvd, Clearwater, FL 33765 (727) 953-1073 5. Proposer's Ability to Underwrite Capacity Bonds Proposal to Serve as Underwriter to the City of Miami, Florida Wells Fargo expects the City's potential future bond sales to draw significant interest from retail and institutional buyers alike, and we will deploy tier -one, middle market, and retail sales forces to reach investors in each investor segment and across all pricing points on the yield curve. Wells Fargo will work with the City and its financial advisor to develop an appropriate marketing plan to meet the challenges and take advantage of all opportunities presented by the market at the time of issuance. Broad Distribution Network. As senior managing underwriter, Wells Fargo will provide the City with access to one of the most comprehensive distribution networks available. Wells Fargo Securities' distribution network consists of three distinct channels: 1) institutional, 2) middle market, and 3) retail brokerage. The requested summary of our Florida and national sales force for municipal bonds is provided in the tables below. Wells Fargo's Florida and National Sales Presence Florida National Sales personnel (1) 1,100 15,300+ Sales Offices (1) 76 5,1oo+ Total Locations 65o 8,700+ (1) Inclusive of both Wells Fargo Securities, LLC, Wells Fargo Advisors, LLC, Wells Fargo Advisors Financial Network, LLC and First Clearing, LLC usititixtic•liial Sales Tax -Exempt • 15 municipal sales professionals ■ 4 offices nationwide • 25o key buyers of municipal securities ■ 425-account institutional base *Provided by Wells Fargo Securities, LLC **Data is a combination of Wells Fargo Advisors, LLC; Wells Fargo Advisors Financial Network, LLC and First Clearing, LLC. National • Approximately 200 sales professionals • 16 offices throughout the country • Extensive network covering 6,400+ "Tier 2" and "Tier 3" investors Retail Sales** National • Over 15,000 licensed retail brokers • 3rd largest brokerage in the U.S. • 5,000+ locations nationwide • Over $1.3 trillion in client assets • 1,10o Florida licensed Financial Advisors • 76 Private Client locations Municipal Institutional Sales. Wells Fargo's municipal institutional sales force is comprised of 15 sales professionals that are located in New York, Charlotte, San Francisco, and Philadelphia. These professionals distribute municipal products in the primary and secondary markets, serving the investment and risk management needs of institutional investors nationwide. Wells Fargo's account base of over 425 institutions encompasses the key national buyers of municipal securities, including the top 5o national money market funds, with assets over $1 billion. These investors include money managers, insurance companies, bank portfolios, hedge funds and pension funds. We provide .a full range of servicesto these important investors, including a dedicated credit team on the desk. Don Lipkin, who is a 3o-year veteran of the municipal industry, leads the credit team, which is dedicated to providing issue -specific and market -oriented credit information to our underwriters, sales professionals, and institutional clients. With experience in all sectors of the municipal market, Mr. Lipkin has been widely recognized over the years for his expertise, including awards from Institutional Investor Magazine, Smith's Research and Ratings Review, and the National Federation of Municipal Analysts. Wells Fargo Securities 12 2363 Gulf -to -Bay Blvd, Clearwater, FL 33765 (727) 953-1073 Proposal to Serve as Underwriter to the City of Miami, Florida At many firms, taxable municipal bonds are underwritten and sold through the taxable desk. At Wells Fargo Securities, the tax-exempt municipal desk manages the underwriting of taxable municipal debt. We believe this is beneficial to municipal clients for two reasons: • Seamless Experience. Wells Fargo can provide a seamless and familiar experience to our municipal clients, while accessing all the resources of the firm. Wells Fargo Securities concentrates on bringing traditional corporate and municipal buyers (as well as various international accounts) together through marketing and underwriter interaction. We actively engage WFS's high grade taxable institutional sales force of over 200 representatives, who market taxable debt instruments to all tiers of institutional buyers through 33 offices across the globe in the U.S., Hong Kong, London, Singapore, and Tokyo. WFS's high grade underwriting operation consistently ranks in the top 10 globally.3 • Crossover Buyers. Our on -going connection and dialogue with the taxable salesforce helps us effectively identify and market tax-exempt issues to "crossover" buyers. Crossover buyers are investors in taxable securities who become purchasers of tax-exempt municipal bonds when market conditions produce a comparatively attractive return on tax-exempt bonds; for example, when heavy municipal supply drives MMD/Treasury yield ratios above 100%. As we emphasize throughout this section, maximizing interest from and competition among the greatest number of investors will further the City's goal of achieving the lowest cost of capital. Strong investor relationships and positive momentum allow our underwriters to aggressively place municipal bonds in the marketplace. Middle Market Sales. One of Wells Fargo's distinctive characteristics and competitive advantages is its ability to reach middle market investors. Most other national underwriters do not focus on this investor segment, because large institutional investors are the dominant players in the municipal market. While Wells Fargo is a top institutional investor counterparty as described above, we also focus on smaller institutional investors who tend to be more `sticky' (buy and hold) investors relative to their larger institutional counterparts. In 16 regional sales offices, Wells Fargo has approximately 200 middle -market sales professionals in our affiliate Wells Fargo Securities, LLC ("WFSLLC"), who serve more than 6,40o state and local community banks, asset managers, regional depositories, corporate trust departments, corporations, municipalities, and local insurance companies. In addition to purchasing the debt of large recognizable issuers, the added benefit of middle markets customers comes from their knowledge of local credits and regions. An order from a middle market investor can range from small odd lot orders to $5o million+ blocks of bonds. Wells Fargo's corporate banking relationships with these enterprises have enhanced our access to middle market clients; for example, Wells Fargo was the #1 book -runner of traditional middle -market loan syndications for Qi 2015.4 Orders from WFSLLC's middle market customers have made a significant difference in new -issue pricings by creating competition for bonds. Wells Fargo's Middle Market Distribution network can provide a competitive advantage and pricing power for our issuer clients. Retail Brokerage and Sales. Wells Fargo's retail distribution is conducted through our affiliate Wells Fargo Advisors5 ("WFA"), which is the 3rd largest retail brokerage network in the country.6 WFA's national retail platform employs over 15,00o full -service financial advisors including 1,ioo financial advisors in 76 offices throughout the State of Florida. WFA holds approximately $1.4 trillion in customer assets and $125 billion for Florida residents. Nationally, Wells Fargo Advisors' retail clients hold $4.2 billion in Florida municipal securities.? Locally, WFA has 216 financial advisors in Miami -Dade County. Our retail system is fully integrated (as opposed to a third -party distribution system). In addition to the 1,100 'Source: Thomson Reuters, SDC Platinum. 4 Source: Thomson Reuters, LPC. Note: Traditional Middle Market is defined as deals less than or equal to $ioo million. 5 Wells Fargo Advisors is the trade name used by two separate registered broker -dealers and non -bank affiliates and wholly owned subsidiaries of Wells Fargo & Company: Wells Fargo Advisors, LLC and Wells Fargo Advisors Financial Network, LLC (members SIPC). 6 Peer group analysis based on number of financial advisors as disclosed in company reports, as of December 31, 2o14. WFA statistical information is as of December 31, 2014 and is a combination of Wells Fargo Advisors, LLC; Wells Fargo Advisors Financial Network; LLC and First Clearing, LLC. First Clearing, LLC is a registered broker -dealer and non -bank affiliate of Wells Fargo & Company. 7 WFA statistical information as of December 31, 2o14. Data is a combination of Wells Fargo Advisors, LLS; Wells Fargo Advisors Financial Network; LLC and First Clearing, LLC. First Clearing, LLC is a registered broker -dealer and non -bank affiliate of Wells Fargo & Company. Wells Fargo Securities 13 2363 Gulf -to -Bay Blvd, Clearwater, FL 33765 (727) 953-1073 Proposal to Serve as Underwriter to the City of Miami, Florida Florida financial advisors, over 14,00o WFA financial advisors in other states are registered to sell securities in Florida. With a top 3 retail brokerage network, Wells Fargo is able to access one of the least price sensitive investor segments, which serves to put pressure on the middle market and institutional investors to pay a higher price (accept a lower yield) to get an allocation of bonds. Targeting Investors As the table below illustrates, many investors exist in the market, but their interest in bonds of a particular maturity is not uniform. Wells Fargo will provide feedback to the City regarding the type of investors it can expect to show interest in its bonds, and will develop a targeted marketing plan for each investor type. Wells Fargo is well positioned to reach the entire spectrum of potential buyers of the City's bonds. Further, the breadth of our distribution platform allows Wells Fargo to effectively market and distribute a wide variety of municipal bonds on behalf of Florida municipalities, including covenant to budget, sales tax, general obligation, tax increment, and water and sewer issues, with long-term, short-term, fixed rate and variable rate structures. ® private Client Group ■ Financial Network ® Wealth Brokerage Services 8�spymeiet em' nPil; . Money Market Funds ;orporate Cash Managers Short -Term Bond Funds .Municipalities Professional Retail Individual Retail Intermediate Bond Funds Bank Trust Departments Insurance Companies Long -Term Bond Funds Cross Over Buyers S 9 1rl 0 N 12 13 14 15 16 17. 15 IC) 211 21 22 23 .r 2.5 26 27 2 29 30 t. co' o o a m rn o k. oN o rn o .+ N N N N N N N N N N N N m N N N N N N N N N N M M M c�9 M M M '4 V 4 4- 4 4 N N N N N N N N N N N N N N N Wells Fargo Securities 14 2363 Gulf -to -Bay Blvd, Clearwater, FL 33765 (727) 953-1073 Proposal to Serve as Underwriter to the City of Miami, Florida From 2012 through 2014, Wells Fargo senior managed more than $120.7 billion of municipal bonds. Among senior managing municipal underwriters, Wells Fargo ranks 5th by par amount based on league table credit, and has been among the top 5 senior managing underwriters every year since 2011.8 In 2014, Wells Fargo ranked 3rd among senior managing underwriters of negotiated Florida municipal bonds based on a par amount of more than $1.145 billion.9 A year-to-year summary of Wells Fargo's senior managed municipal experience is provided in the table below. Wells Fargo Securities' Senior Managed Municipal Underwriting Experience 2012 through 2014 (Source: SDC) Par ($ millions) Issues 2012 48,923.58 310 2013 32,406.95 286 2014 39,395.65 289 Aggregate 120,726.18 885 From 2012 through 2014, Wells Fargo co -managed more than $217.1 billion of municipal bonds. Combined with our senior managed experience, Wells Fargo served as underwriter on more than $337.8 billion of par from 2012 through 2014. A year-to-year summary of Wells Fargo's co -managed municipal experience is provided in the table below. Wells Fargo Securities' Co -Managed Municipal Underwriting Experience 2012 through 2014 (Source: SDC) Par ($ millions) Issues 2012 81,604.17 376 2013 76,101.45 348 2014 59,422.88 328 gregate 217,128.50 1,052 While a number of firms have a large capital base, it is most important that such firms evidence their ability to deploy capital in the municipal market on behalf of their clients. WFBNA has demonstrated its ability to commit capital in support of our municipal clients by, as a national bank conducting municipal securities underwriting, directly underwriting unsold balances on negotiated primary market issues; actively bidding for competitive issues; supporting the secondary markets with an average daily inventory of fixed rate municipal securities in 2014 of approximately $120 million and variable rate municipal and related securities of more $ Source: Thomson Reuters SDC Data. Represents combined competitive and negotiated municipal new issues underwritten from 2011 through 2014 by Wells Fargo Securities. 9 Source: Thomson Reuters SDC Data. Represents negotiated municipal new issues underwritten from January 1, 2013 through December 31, 2014 by Wells Fargo Securities. Wells Fargo Securities 15 2363 Gulf -to -Bay Blvd, Clearwater, FL 33765 (727) 953-1073 Proposal to Serve as Underwriter to the City of Miami, Florida than $1 billion; and, as a commercial bank, providing credit enhancement, liquidity support, and direct purchase credit to municipal issuers. As a national bank conducting municipal securities underwriting and dealing activities, WFBNA MPG, a "separately identifiable department" of WFBNA, is registered with the SEC as a "municipal securities dealer" pursuant to Rule 15Ba2-1 of the Securities Exchange Act of 1934. As such, WFBNA is not subject to the SEC's net capital rules that apply to broker -dealers. WFBNA is, however, subject to capital regulations prescribed by the Office of the Comptroller of the Currency ("OCC"), which is the regulatory authority for national banks. On a quarterly basis, WFBNA is required to file with the OCC a "Consolidated Reports of Condition and Income for A Bank with Domestic and Foreign Offices" (commonly referred to as a "Call Report"), which contains various financial information about WFBNA (including regulatory capital on Schedule RC-R). These reports are publicly available from the Federal Financial Institutions Examination Council's web site. As of September 3o, 21315, WFBNA reported on its Call Report total equity capital of over $15o billion, total risk - based capital of over $148 billion, and Tier 1 capital of over $124 billion; with Tier 1 and total risk -based capital ratios of 1o.65% and 13.02%, respectively. These capital ratios are in excess of the 6% and io% levels, respectively, established by the OCC to be deemed a "well capitalized" bank. Wells Fargo Bank, National Association Caliltal Position (Septeii bed 30, gois) Total Capital Total Risk -based Capital Tier One Capital Source: Wells Fargo Bank, N.A. Call Report $150,354,000,000 $148,157,000,000 $124,871,000,000 As a national bank, WFBNA's authority and limitations for underwriting municipal securities are established by Title 12 of the Code of Federal Regulations, Part 1("12 CFR 1"). Municipal securities are classified in 12 CFR 1 as "Type I" securities for "well capitalized" banks. 12 CFR 1 states that "the amount of Type I securities that a [national] bank may deal in, underwrite, purchase, and sell is not limited to a specified percentage of the bank's capital and surplus". Since WFBNA currently meets the definition of a "well capitalized" bank under the OCC's capital regulations, WFBNA is authorized under 12 CFR 1 to underwrite municipal securities without any regulatory -defined capital constraint. WFBNA does not have, nor does it require, any committed or standby lines of credit or other forms of financing from other financial institutions to support its ability to underwrite municipal securities. WFBNA's only constraint as to the par value of municipal securities it underwrites is its own internal credit decision process. Under the SEC's Uniform Net Capital Rule, for every municipal security maturing in more than 20 years that a broker/dealer takes into its inventory, the broker/dealer must maintain 7% of the market value of that security in available capital (lower percentages apply for shorter maturities). Under this formula, a broker/dealer underwriting a $1oo,000,000 municipal bond issue having the same market value would have to allocate at most $7,000,000 in capital if it were to take the entire issue into its inventory. Even though WFBNA is not subject to the SEC's Uniform Net Capital Rule, and given that as previously noted WFBNA is not subject to any other regulatory -defined capital constraint in underwriting municipal securities, solely for illustrative and comparative purposes WFBNA's current capital levels exceed any capital commitment that would currently be applied to a broker/dealer for municipal securities under SEC rules. To further demonstrate WFBNA's capital strength, in 2.013 Wells Fargo .underwrote more than $2.51 billion of unsold balances of municipal bond. offerings for which we served as a member of the underwriting syndicate. As stated previously in our response, the Wells Fargo business model is for municipal bond underwriting services to be provided by WFBNA MPG. If it is a requirement of the City's RFQ that the underwriting firm must be a FINRA member, we are fully capable of providing the service as underwriter through WFSLLC. WFSLLC is a subsidiary of Wells Fargo & Company that engages in providing municipal securities underwriting services as a FINRA registered broker -dealer, and is subject to net capital standards of the Wells Fargo Securities 16 2363 Gulf -to -Bay Blvd, Clearwater, FL 33765 (727)953-1073 Proposal to Serve as Underwriter to the City of Miami, Florida Securities and Exchange Commission. As of September 3o, 2015, WFSLLC maintained a total capital base of over $6.8 billion.' Wells Fargo Securities, LLC Capital Position September 3o, 2015 Total Capital Net Capital Before Haircuts Excess Net Capital Source: Wells Fargo Securities, LLC Focus Report $6,876,730,218 $4,912,973,591 $3,331,004,406 Wells Fargo is among the most active participants in the municipal marketplace. Given the volume of our participation for both new issuance activity and secondary market trading of our Municipal Sales & Trading Desk, our public finance banking team is truly able to hone in on current market conditions and keep our issuer clients' updated on the daily changes occurring in the municipal market. Further, we have at our disposal the research capabilities of one of the largest financial institutions in the world. In addition, members of our Government & Institutional Banking team regularly participate in conferences and seminars designed to educate and inform our municipal issuer clients. Market Data On a daily, weekly and monthly basis, Wells Fargo's Municipal Sales, Trading and Syndicate desk distributes detailed General Market Municipal Commentary Reports. These reports include trader commentary, municipal news, current market interest rates, municipal calendar information, and ratio data. Various examples of the market information that will be provided by Wells Fargo's underwriting personnel are provided below: Daily and Weekly Muni Market Reviews. Each day and at the beginning of each week, Wells Fargo's Municipal Sales, Trading and Syndicate desk distributes detailed General Market Municipal Commentary, Healthcare Commentary and Trade Report, and Higher Education Commentary and Trade Report. These reports include trader commentary, municipal news, current market interest rates, municipal calendar information, secondary market trading, and current interest rate and ratio data. Shown here is a sample Muni Market Weekly report. Market Conditions/Investor Demand. Our syndicate desk regularly writes and circulates economic reports, mid -week market updates, and other reports on current market conditions and latest investor demands and preferences. Additionally, the desk provides updated information related to secondary market tax-exempt and taxable trading, as well as data on flows from accounts broken down by sectors and states. Besides providing information electronically, our department holds weekly calls, during which members of the tax-exempt and taxable underwriting teams provide latest market information from past weeks' sales performance, to current weekly calendar, short term interest rates, swap performance, and letter of credit market information. During these calls, the desk also fields listener questions. MUNI MARKET WEEKLY 1° Includes allowable subordinated liabilities. Total Net Capital of over $2.3 billion Wells Fargo Securities 17 2363 Gulf -to -Bay Blvd, Clearwater, FL 33765 (727) 953-1073 Proposal to Serve as Underwriter to the City of Miami, Florida Municipal Sales and Trading also tracks and internally distributes secondary market trading reports and forward calendar reports on a weekly basis. Our Municipal Sales and Trading operation is highly active in the secondary market, providing our underwriters real-time access to trends and conditions in the municipal market. The desk also closely monitors all forward transactions. This information is extremely important and public finance bankers work to inform our desk of all transactions that we are aware of (regardless of how far in the future). The syndicate and secondary desk place high value on this information regarding forward supply, and can use the information to benefit our issuer -clients by better predicting and anticipating opportunities to place an offering into the market for sale. Prevailing Interest Rates/Pricing/Scales. For each of our prospective or active underwriting engagements, the public finance banking team regularly updates the bond sizing and debt service analysis. With each update, our syndicate desk provides current interest rate scales. Often, the desk will provide multiple scales considering different assumptions: i.e. insured versus uninsured; tax-exempt versus taxable; varying assumed underlying ratings. On a weekly basis, the syndicate desk distributes a multi -page excel spreadsheet, broken out by deal type (i.e. higher education, healthcare, housing, taxable, etc.) presenting pricing results for all municipal issued priced, nationwide, for the week. The spreadsheet includes all pertinent information related to the issue: sale date; par amount; issuer name; senior managing underwriter; call features; ratings; credit enhancement; and coupons, yields, spreads to pricing index, by maturity. Leading up to and on the day of pricing, Wells Fargo will provide the City the pricing results for comparable financings recently completed across the country. These analyses will be provided along with our proposed scale for the City's sale that we believe reflects prevailing market conditions. Marketing Technology To streamline our marketing efforts, the syndicate desk has rolled out pricing through the I -Deal System. I- Deal enables the sales force covering Tier One clients to electronically distribute pricing information to potential buyers ahead of and during the order period, which assists our desk in managing order flow and information distribution. The I -Deal system enhances our marketing efforts significantly, as we are able to ensure timely and complete distribution of information to a large base of buyers. In addition to I -Deal, all members of our Municipal Sales, Trading, and Syndicate have access to and work from Bloomberg terminals. Through Bloomberg Terminal, our professionals have access to Bloomberg Professional, which grants its users access to real-time financial and market data, as well as the electronic trading platform. Bloomberg Terminal has become an industry standard for sales and traders across virtually all forms of finance. During the City's pricings, Wells Fargo will provide the City and its financial advisor access to I -Deal, which will allow the City to monitor the progress of its bond sale in real time, including which members of the syndicate are placing orders, where orders are coming from (retail versus institutional), and the identity of each individual order (national retail, Florida retail, institutional buyer). We believe the City should actively participate in the sale of its bonds, and monitor the progress of each of its sales. Doing so ensures that each member of the syndicate is participating to the best of their ability. It also allows for more effective and timely information flow between the marketplace and the City. Municipal Credit Strategies Wells Fargo has a dedicated team of experienced professionals whose primary purpose is educating our public finance team and our issuer clients. Municipal Credit Strategies focuses on current market conditions and disseminates strategies that other municipal issuers across the country have historically and recently implemented with successful results. Led. by Ms. Nancy Feldman and Mr. Don Lipkin, both in our New York City office, our finance team will leverage Municipal Credit Strategies for the benefit of the City to ensure all ideas and potential solutions are exhausted for the City's finance plans. In addition, our Municipal Credit Strategies professionals will be available to assist the City and its financial advisor in the development of rating agency strategies and credit development. Conferences Wells Fargo's Government & Institutional Banking professionals regularly participate and attend national and local conferences with municipal issuers. In addition, we regularly sponsor and host speaking and continuing Wells Fargo Securities 18 2363 Gulf -to -Bay Blvd, Clearwater, FL 33765 (727) 953-1073 Proposal to Serve as Underwriter to the City of Miami, Florida education events at local conferences in Florida. Events where Wells Fargo professionals have been active participants and/or sponsors over the years have included: • National Government Finance Officers Association • Florida Government Finance Officers Association • Annual Bond Buyer Conference • Treasury Symposium • NABL Tax & Securities Law Institute • Transforming Local Government Conference • Council for Economic Education • Florida School Finance Officers Association • Council of the Great City Schools • Florida Redevelopment Association • California Debt and Investment Advisory Commission • Virginia Investment Conference • Clean Energy & Bond Finance Symposium • Southeast Florida Regional Climate Leadership Summit • Port & Intermodal Finance & Investment Summit • West Coast Comprehensive Institutions Annual CFO Conference • Texas Public Finance Conference • Local Government Committee of NC General Assembly • CDIAC Debt Essentials Seminar • Municipal Water and Wastewater Webinar • Environmental Bonds Conference • SIFMA Municipal Bond Summit Wells Fargo Securities 19 2363 Gulf -to -Bay Blvd, Clearwater, FL 33765 (727) 953-1073 6. Qualifications and Experience of Personnel Proposal to Serve as Underwriter to the City of Miami, Florida A description of the roles and brief resumes for the complete working group entrusted with supporting the City are provided on the following pages. Each member of our team will be available to the City as needed to provide professional underwriting services to the City. John Generalli — Engagement Leader & Principal Contact Managing Director, Southeast Public Finance Responsibilities: Mr. Generalli will serve as engagement leader and primary day-to-day contact for the City. He will participate in the development of financing structures, consult with rating agencies and credit enhancement providers, prepare bond and offering documents, address investor questions and marshal all of the resources necessary to successfully complete financings on behalf of the City. Qualifications: Mr. Generalli has served as a municipal investment banker for 22 years. Since joining Wells Fargo as a senior investment banker in 2008, he has served as WFS' lead banker on $9 billion of bonds that were either senior managed or co -senior managed by Wells Fargo, including serving as the lead banker for Wells Fargo on the City's 2012 Special Obligation Bonds and the Southeast Overtown-Park West CRA's 2014 Tax Increment Bonds. He has also completed over $2 billion of direct lending and syndicated lending solutions for Wells Fargo government clients. He is responsible for large government relationships in Florida and the Caribbean. Mr. Generalli has experience with a wide variety of municipal finance issues and has provided financing solutions for electric power, transit, water and sewer, airport, seaport, and general government infrastructure issuers. He serves as the lead banker for many issuers in Florida including four of the largest issuers: State of Florida, Miami -Dade County, Citizens Property Insurance Corporation, and the Florida Hurricane Catastrophe Fund. Mr. Generalli has completed numerous transactions involving agencies of the federal government. Prior to entering public finance, Mr. Generalli served as an officer in the United States Army. Mr. Generalli maintains Series 7, Series 63, and Series 53 (Municipal Securities Principal) licenses, and has a BA in Finance from Eckerd College and an MBA from the University of South Carolina. Molly Clark — Engagement Support Vice President, Southeast Public Finance Responsibilities: Ms. Clark will provide project support to Mr. Generalli on financing issues that affect the City and its borrowing needs. She will participate in developing financing structures, consulting with rating agencies and credit enhancement providers, preparing bond and offering documents. Qualifications: Ms. Clark joined Wells Fargo in August 2008 and has 13 years total experience in public finance. Her work has focused on general governmental finance, utility finance, and 5o1(c) (3) issues. She has supported governmental issuers through all aspects of the financing process, including participating in early stage bond structuring discussions, to preparing quantitative analyses, reviewing legal documents, assisting with rating agency presentations, and coordinating bond pricings and closings. Ms. Clark has experience working on fixed and variable rate bond issues, with various forms of credit enhancement and derivative products, and previously served as engagement support to Mr. Generalli on the City's 2012 Special Obligation Bonds. Ms. Clark has a Bachelor of Arts degree in Economics from Carleton College, in Northfield, Minnesota. She maintains Series 7 and Series 63 securities registrations. Wells Fargo Securities 21 2363 Gulf -to -Bay Blvd, Clearwater, FL 33765 (727) 953-1073 Proposal to Serve as Underwriter to the City of Miami, Florida Glenn Gough Engagement Support Vice President, Southeast Public Finance Responsibilities: Mr. Gough will provide project support and analytical support on behalf of Wells Fargo. Mr. Gough will coordinate with Mr. Generalli on financing issues relevant to the City and the overall execution of its borrowing needs. He will participate in developing financing structures, consulting with rating agencies and credit enhancement providers, preparing bond and offering documents. Qualifications: Mr. Gough joined Wells Fargo in April 2009 and has more than ten years of public finance experience. His work has focused on municipal finance primarily in Florida for a variety of credits including transportation, special assessment, water and sewer, covenant to budget and appropriate, sales tax, and limited obligation. In total Mr. Gough has worked with senior bankers on more than $6 billion of senior managed financings in Florida during his career in public finance, including the City's 2012 Special Obligation Bonds and the Southeast Overtown-Park West CRA's 2014 Tax Increment Bonds. Mr. Gough has both Master of Science in Business Administration and Bachelor of Science in Finance degrees from the University of Florida. Mr. Gough maintains Series 7 and Series 63 licenses. Charlie Yadon— Engagement Support Analyst, Southeast Public Finance Responsibilities: Mr. Yadon will provide general project support and analytical services, while coordinating with Mr. Generalli to facilitate the successful execution of financings for the City. Qualifications: Mr. Yadon joined Wells Fargo Securities as an Analyst in 2o13. He primarily provides support for the coverage of Florida municipal issuers. Prior to joining Wells Fargo, he had 2 years of municipal bond experience working as a Bond Development Specialist at the Florida Division of Bond Finance. Mr. Yadon received Bachelor of Science degrees in Finance and Accounting from Florida State University, and a Master of Science in Finance degree from the University of Florida. Mr. Yadon holds Series 52 and Series 63 securities registrations. Scott Goldstein — Quantitative Specialist Director, Quantitative Structuring Responsibilities: Mr. Goldstein will provide analytical and quantitative support to the City on behalf of Wells Fargo. Mr. Goldstein will coordinate with Mr. Generalli on quantitative structuring and idea generation for the City's future financings. Qualifications: Mr. Goldstein joined Wells Fargo in 2007 (via merger with A.G. Edwards). He has over 27 years of experience in investment banking as a quantitative specialist with extensive understanding of bond related tax code issues. He has structured over i,000 senior managed municipal transactions with significant emphasis for refunding and structured solutions. He has been instrumental in developing and applying several refunding innovations, providing analytical decision making framework for cash market and derivative solutions, as well as, improving escrow efficiencies to help issuers lower their cost of capital or overall funding cost. Mr. Goldstein is a graduate of the University of Maryland, College Park, Maryland, where he earned a B.S. degree in business with an emphasis in finance and accounting, He received his M.B.A. degree in finance from George Washington University, Washington, D.C. He holds Series 7 and 63 registrations. Wells Fargo Securities 22 2363 Gulf -to -Bay Blvd, Clearwater, FL 33765 (727) 953-1073 Proposal to Serve as Underwriter to the City of Miami, Florida Walker McQuage — Underwriter Managing Director, Head of Fixed Rate Underwriting Responsibilities: Mr. McQuage will serve as the lead underwriter and coordinate the underwriting, marketing, and distribution activities for the City's fixed rate bond offerings. He will work with Mr. Generalli on the development of structuring and marketing plans for the City's bonds. Throughout the course of the deal, Mr. McQuage will provide pricing details and general updates regarding the municipal market and the impact of market movements on all of the City's potential future financings. Qualifications: Mr. McQuage is responsible for municipal underwriting commitments made by Wells Fargo's institutional trading, sales, and underwriting operations. Mr. McQuage has 20 years of underwriting experience with general obligation, revenue, and taxable municipals. While serving as the national lead fixed rate underwriter on Wells Fargo's Municipal Sales & Trading desk, Mr. McQuage also specializes in southeast municipal issuance, including Florida, and served as the lead underwriter for the City's 2012 Special Obligation Bonds and the Southeast Overtown-Park West CRA's 2014 Tax Increment Bonds. Mr. McQuage holds a B.S. in Finance from the University of South Carolina and holds Series 7, 53, and 63 securities registrations. Amanda Pogue — Underwriting Support Vice President, Municipal Syndicate Responsibilities: Ms. Pogue will support Mr. McQuage on behalf of Wells Fargo for any fixed rate bonds issued by the City. Qualifications: Ms. Pogue joined Wells Fargo through the 2010 analyst program. She currently supports the municipal sales, trading and underwriting desks, and has assisted in the underwriting of more than $3 billion of senior managed bonds for Florida issuers. Amanda holds a B.S. in Business Administration and a B.A. in Economics from UNC Chapel Hill. She holds Series 7 and Series 63 securities registrations. Don Lipkin — Credit Strategist Managing Director, Credit Strategy Responsibilities: Mr. Lipkin will provide credit strategy and market analysis to the all of the City's planned capital market offerings, and will be available to discuss with the City any opportunities and issues provided by the municipal market. Qualifications: Mr. Lipkin joined Wells Fargo in 2010 as its Municipal Credit Strategist. Mr. Lipkin is available to the firm's public finance investment bankers and their issuer clients, including the District, to provide timely market analysis. With experience in all sectors of the municipal market, Mr. Lipkin has been widely recognized over the years for his expertise and integrity, including awards from Institutional Investor Magazine, Smith's Research and Ratings Review, and the National Federation of Municipal Analysts. Mr. Lipkin came to Wells Fargo from U.S. Trust, Bank of America Private Wealth Management, where he headed fixed income research efforts. Prior to that, he spent three years as Managing Director in charge of Municipal Market Strategy and Credit Analytics at Banc of America Securities LLC, 14 years as Senior Managing Director and co-head of Municipal Research at Bear, Stearns & Co, and seven years as Vice President of Municipal Research at the First Boston Corp. Mr. Lipkin holds a B.A. and an M.B.A. from The University at Albany — SUNY, as well as an M.A. in English and American Literature from the University of Maryland. Mr. Lipkin holds Series 7, Series 16 and Series 53 securities registrations. Wells Fargo Securities 23 2363 Gulf -to -Bay Blvd, Clearwater, FL 33765 (727) 953-1073 Proposal to Serve as Underwriter to the City of Miami, Florida Nancy Feldman — Credit Specialist Managing Director, Structured Finance Responsibilities: Ms. Feldman will provide credit strategy and market analysis for the all of the City's potential future capital market offerings, and will be available to discuss with the City any opportunities and issues provided by the municipal market. Qualifications: Ms. Feldman joined Wells Fargo in 2010 spending after 3 1/2 years as the Director of the Office of Public Finance for the State of New Jersey. During her tenure she was responsible for all aspects of bond issuance for the State and certain authorities, managing the State's derivatives portfolio; overseeing debt reporting; maintaining investor, rating agency, and bond insurer relationships and additionally directed a major infrastructure asset evaluation project focusing on public/private partnership opportunities. Ms. Feldman previously spent eight years with Standard & Poor's specializing in tax backed, infrastructure, utility and structured credit analysis and 4 years with both retail and institutional broker/dealers. Ms. Feldman received a B.A. in economics from Albany State University and an MBA in finance from Baruch College and holds Series 7, 53 and 63 securities registrations. Wells Fargo Securities 24 2363 Gulf -to -Bay Blvd, Clearwater, FL 33765 (727) 953-1073 Proposal to Serve as Underwriter to the City of Miami, Florida Wells Fargo Bank N.A. ("WFBNA") is a national banking association chartered under federal law, and is a wholly owned subsidiary of Wells Fargo & Company ("WFC"), a corporation organized under the laws of Delaware. WFBNA's principal office is located in Sioux Falls, South Dakota. The firm responding to this request is the Wells Fargo Bank, N.A. Municipal Products Group, a separately identifiable department of WFBNA ("WFBNA MPG"). WFC's principal office is located in San Francisco, California. On December 31, 2008, WFC acquired the former Wachovia Corporation and its subsidiaries, including Wachovia Bank, N.A ("WBNA"). On March 20, 2010, WBNA merged into WFBNA. As with any large diversified financial services company of its size in the highly -regulated banking and securities field, WFBNA MPG is subject to receiving inquiries and subpoenas from regulators and law enforcement from time to time, as well as being subject to civil litigation. None have resulted in any restrictions on WFBNA MPG's ability to operate its businesses, and none are or have been material to the operation of WFBNA MPG's businesses. During the fourth quarter of 2011, WFBNA entered into a settlement with various regulators regarding municipal derivatives contracts. Please see the Legal Actions section of WFC's 2011 Annual Report for additional information regarding the municipal derivatives bid practices settlement with the Office of the Comptroller of the Currency, Securities and Exchange Commission, the U.S. Internal Revenue Service, U.S. Department of Justice and a group of state Attorneys General. Access to the Legal Proceedings sections of Wachovia Corporation's io-K dated February 28, 2008; and io-Q's dated October 30, 2008, August 11, 2008, and May 12, 2008 are available via the internet link below: https://www.wellsfargo.com/invest relations/filings/preferred-funding Copies of the Legal Proceedings sections from Wells Fargo & Company recent public filings are available via the internet link below: https://www.wellsfargo.com/invest relations/filings Wells Fargo & Company Annual Report Link: https://www.wellsfargo.com/invest relations/annual Furthermore, no member of the proposed deal team identified in this RFP has a reportable item regarding investigations on his or her U-4 securities agent registration during his or her tenure with WFBNA MPG. t In December 2012, Wells Fargo served as sole underwriter for the City's negotiated sale of $44.725 million Special Obligation Non -Ad Valorem Revenue Refunding, Bonds, Series 2012 (Port of Miami Tunnel Project). In addition, during 2014, Wells Fargo served as sole underwriter for the Southeast Overtown-Park West CRA's (the "CRA") negotiated sale of $55.885 million Tax Increment Revenue Bonds, Series 2014. Case studies for the City's Series 2012 Bonds and the CRA's Series 2014 Bonds are provided at the end of this subsection. Wells Fargo has served as underwriter on 254 negotiated municipal offerings in Florida since 2009 totaling more than $33.1 billion in par (Source: SDC). In 2014, Wells Fargo ranked 3rd among senior managing underwriters of negotiated Florida municipal bonds with a senior managed par amount of more than $1.145 Wells Fargo Securities 25 2363 Gulf -to -Bay Blvd, Clearwater, FL 33765 (727) 953-1073 Proposal to Serve as Underwriter to the City of Miami, Florida billion,hl A summary of our negotiated experience in Florida is provided below, while a detailed list sourced from Thomson Reuters SDC Data is provided in Appendix II. Wells Fargo Securities' Negotiated Florida Underwriting Experience 2009 to December 9, 2015 (Source: SDC) tunic ®(ties Counties, Agencies, and Authorities Par ($MM) Issues 1,781.29 25 31,393.49 229 33,174.78 254 $44,725,00o City of Miami, Florida. In December 2012, Wells Fargo sole managed the City's Series 2012 Special Obligation Non -Ad Valorem Revenue Refunding Bonds. The bonds were issued by the City with a general fund pledge of non -ad valorem revenues. Proceeds of the bonds were used to refinance a $45 million bank note for the Port of Miami Tunnel Project, and convert the short-term indebtedness of the project to long-term financing. The Port Tunnel is located within the City's Omni Community Redevelopment Area (the "Omni CRA"). The City intends to budget the amounts it receives from the Omni CRA, pursuant to an Interlocal and Grant Agreement between the City and the Omni CRA, to pay the Series 2012 Bonds. The tax increment revenues of the Omni CRA, however, are not pledged to the Series 2012 Bonds and Bondholders cannot compel the use of tax increment revenues of the Omni CRA by the City to pay the Series 2012 Bonds. The bonds received underlying ratings of A3 / BBB+ from Moody's and Fitch, respectively. Complicating the sales process, at the time of the sale of the bonds the City was under investigation by the SEC and the IRS for issues unrelated to the Port of Miami Tunnel Project. Due to the investigations, it was deemed appropriate to offer the bonds for sale only to those investors who could demonstrate an understanding of the risks associated with the bonds and the ongoing NEW ISSUE - HOOH•HNTRY ONLY b1ootWA • PRO:'1SHHs" (Ste `RATINGS^ I tech) le the opinion el Squire Sanders (11S) IJ.P, pond (lawoet, under arielieg lam (i) a -awning rotdblshrp emplituare oath certain cowom es end thearodracy gfcertain representations; Interest en Me &Hes..20i.2Honda Is etxtad 01 fromgmu hdortdforfederal inane te?purpeses and fs not an hem of taxpnfervmrnfarpntposos flhofederaldmrnalh0 minimum tax Impend ea inditeduals and corona fees, end al) Me Series MO fords and the imams herons eta ...pi from ! mtlon leader rho lams oflee Mete gfFlorida, except r01410 tam (waxed by(Aapler 108 PbHdeSmr0fes,as muse( 1. o08 net inmate hares imposed by Chapter40, Rork/raft/Wes, its amoidal lefereet oN the &Wet201:?needs may be object to collate Noel laces imposer wail oe certainrorpemtrmw, teaseling the oreporele M0ernatiawmhriln eeWee opuritonojilea info,o,. hen snow complete disarm/. ofIke *refepree, nee 'TAX MAMAS' hereto. $4026,000 THE criy OF MiAMI, FLORIDA SPECIAL ODLI6ATION NON•AD VALOREM REVENUE REFUNDING DORMS SERIES 281E (PORT OP MUMI TUNNEL PROJECT) Dated, Date of Delivery Miff Minch 1, cos Mown nu Wide two* Tho Special ObIlpn0t NWIWIValorem Revenue Retain/ V Hands, FrHou 2012 (Pon orl2etni 1ltunel Pt l00t) Khe % on 2018 Ronde) aro bong. holed by the 1iy or Miami, Vlo040. (lIoo 'Cite) pursmwt to the Dons )0408 and LTwe of the Slate orFltme04 including CImpter(<A,I1,ot ,YlwldaSwuttbxmd she Charter of the City(rn0ec4vab, the%et)and runt= to RovtulunB0.HQ. PIM adopted by Um City Commission el the City on November I0,2012(th °Resand1M'). The W00; 2012 Hands am being Issrod for the pwpoee o, together with mty whar ov010ble teeteVe; (i) rethran00A 4m 00100 Revenue Mao, 5oncs2010(Port ofMWmTtwrel and)wean Imluwentent pet{are)mnsiwdinq sit Oa s0R ate principal untmmt of 02,000,000, 00,000, wanting the payment ofneenced Immesh (U ildtding n delnxa to the. MIA Stolve Reserve AnOnw; and (m)Ie0sag certain t'twtn ulosuan 0ofthe Bones2012 Bonds. The Smies2012 Bonds dmbeing rued by Um(Myna fullyreq)stmed beak, which EntlatIywIll he nOstmedm th0000000Cede Co., as nominee Mlle 1Jep army Tn0Compaq New York, New York(°HT'C). Interest on the0ms2tll2 HrmsµwUl de poll* rm0;umudly on Mmh 1 and 0oomboo 1, eennaencmg March 1, 2119. htdwxlual p'irtinstwoTU be male In boot e uratn only through participants in nutharDed denominations In the manila of2100,000 and mngml mukpBA °ESKIMOP n exeeas M COM IMrtime's ofMaSon. 2012 Bonds(thelle0Uad Oomn)wMn of rxmNephyracni dmNaryMcerlUwatns. Trs tersof0 raeslep Intelesfsin the Eyries 2012 Bandsv Wbeeffected through the OTC lmokenirysystem amdesrrlbadhensn. Aston; at0ede&Ca.isthe registered owner:µ matinee ofHTYJ,)nwcipl and Interest laments will benmdedrawlywench reghateMresne whichaiSMit's/ rendtmminpaymentu to the participants (mvdraequemdoobumetnema dm IkemGelai Omni, Printipfl °rand Wm.—teaO 080 20b2 fonds will be payable by U.S IWdt, National AssoMa0on, Mmmt, Florida, as Wad Regntnu Certain marudoes Mow Series 2012 Hands are whim to o tie ail redemption prior to Weir ra0gaattve nvatontiot as destmbnl harem under°DESCRIPTION OP THE SERIES BONDS. Optional Redemption' 'Diu Series 2012 Bonds rim payable face and o000,0d by a loon won and 0)0d00at 4c. InodTPd.Futrfs, w'akh mdodu amm3'ata depssaed in the Rand Eund Imratant to 000s00MA to budget and appropriate Rum NmMdVatorem Wnanues ACo'0F.CTIRHY ANH S(BJUCFS OFPAYMBNT FOR THE SERIES 2012 t9ONH5' azd'1NVESTMENT RIS1(FACTORS° team. THE CITY IS NOT 0131A0AT8b TO PAY TEE SERIFS 2012 BONDS OR TIIE 1)00)2UM THEREON Yxclo'r FROM THE PLFJJOEO FUNDS, AS IIERINFTER DEANER. ME I0SIIAN08 OF THE SERIFS 2012 BONDS SHALL NOT I0RFADT,Y, INDIRECTLY OR CONTINGILNDY OBLICATE THE CTIT TO LEVY OR TO PIM/GEARY TAXES W1Lt1TR`ER.THEREFOR ORTO MAKE ANY APPROPRIATION FOR THEIR PAYMENT EXCEPT FROM THE PLEDGED MDR. NEITHER THE FULL FAITH AND CIMDIT NOR THE TAXING POWER OFTHE CIM', MIAMI-DADECOUNTY, FLORIDA, THE STATE OPFS.ORIIMORANY CT10R POLITICA1, S(IIIIIIVIIU(JN THEREOF IS PLEDGED TO PAYMENT OF TEE SERIES 20121tON DS. TFtE SERIFS 2012 BONUS 'MINK A DRUM OF RISK (SSE 'INVESTMENT RISK YAOTOILS' IIERRIN) An ARE NOT SWAMI VCR ALL INYESrf1RS (SEE °LIMITED OFFERING,' °INVES'1'MNhT RISK 0ACTORS"AND °RATINGS' HICIE0N). THE CITY AND TILE UNDEIIWRrITSR ARE OFFERING Tug 8E1111,1) 2012 BONDS ONLY TO QUALIFIED INSTITUTIONAL BUTE1N WITHIN THE MEANING OPSEOURITIPS AND BXCRANGE COhiMISSIO.N' RULE I411. ADDITIONALLY, THE UNDERWRITER INTENDS TO FURTHER LIMIT THE OFFERING OP THE SERIES 2f112 RONUS TO NOT b1DHRMAN THIRTY-FI RIFVB0"EORS, ALLOVWGICHSHAIJ,111.7 SOPHISTICATED MUNIGIPA1,gNRKET PROFECF10NALKWUMN T1R;MF.ANINOOFTRIE HUNHUMYL SF.CIJIUTIESI101,MIAKING HOARD NOTICE00l22T, DATEUMAT29, WU:SEE °UFSCHII'1'I0N()FTHBS)R)712012BONDS- TRANSFER RI:SHlICTIONS° HEREIN. This cover page contains certain Information fir 1pdok ref only. It istmtmmnumvy.&Ike iavle. Imeswsm.stmrd1,0. ennm Limited Offering Mtnamadnm, tmJtdlItp{all appendices mmmledhamm, to abemn information esr.nualte mak% 0Fmmo0 no mmmde0µmn See `INVESTMENT RISK FMTPU N.Iteren. The Banos 2012 Bens on *RI totem, as, end if (ached and reufr xt by lag Underwriter, aanfela m tnropt0nm rmtty0ix erptmilers n(atirrg to their imam, bg2yutre.9ar0Mrs(UV) LW, Miami, Feet•frm, Barad Ceoeud. Certain &NW meseers e00ns ;Insert upon for tee City bgJadeOEnt, Kee., Git0Attomeyeee Hrbwnt Miller Me P.A,M1and,Ftwada, U&nm>wm[bawd in tan City. PuedeFTlaneleiAlanegem e, be,(brat CatSvs, Merida is reeving as Ronda/ Adefsarm eat City. Reese 0a(bzav, Orlando, Rorke is servieg as NMenmtter's Caanset. L is expecte Um Me Smica2012 Bonds fn ugd0Etrne,(utmt n'St eantahabdr for When.. to the LAdanenter l I Noe Ynrs,Non Yan: et thefaehhhw (DM. or aim: lkarmtw 19, 2012 WELLS FARGO SECURITIES tkrember 0, b11d investigations. The sale of the bonds was made to "qualified institutional buyers" (QIBs) as defined under Rule 144A of the Securities Act of 1933. The sale of the Series 2012 Bonds was limited to no more than 35 investors, all of whom were deemed sophisticated municipal market professionals. A number of institutions expressed interest in the Series 2012 Bonds during the marketing process and the bonds were ultimately placed with four QIBs. Thanks to a thorough two -week marketing process, Wells Fargo was able to place all of the bonds at an all -in cost to the City of 3.82%. 11 Source: Thomson Reuters SDC Data. Represents negotiated municipal new issues underwritten from January 1, 2014 through December 31, 2014 by Wells Fargo Securities based on par amount. Wells Fargo Securities 26 2363 Gulf -to -Bay Blvd, Clearwater, FL 33765 (727) 953-1073 Proposal to Serve as Underwriter to the City of Miami, Florida $55,885,00o Southeast Overtown-Park West CRA. On August 14, 2014, the Southeast Overtown/Park West Community Redevelopment Agency priced its $55.885 million Series 2014A-1 and 2014A-2 Tax Increment Revenue Bonds. The transaction funded the construction and rehabilitation of redevelopment projects for the CRA, which is located in Miami, Florida. The bonds were backed by the tax increment revenues of the CRA and carried a BBB+ rating from S&P. The deal was marketed by Wells Fargo as a limited offering to Qualified Institutional Buyers ("QIBs") who were deemed sophisticated municipal market professionals. The transaction was structured with serial bonds from 2015-2024 and a term bond in 2030. Wells Fargo conducted extensive marketing efforts and price discovery and early indications during premarketing allowed spreads to be tightened by 5bps top -to -bottom. Once the deal entered the official order period, the order book quickly began to grow and each maturity ended up oversubscribed. As a result, Wells Fargo was able to tighten spreads by an additional 5-7bps across the curve, delivering an all -in -cost to the CRA of 4e20%. IOW i&9QR- DUQK•RNTMY ONLY EARTM.' fpae'1MTN74N'hmrm) In leo opinran of Po7. & Lanier7.0 alma C, 7007 aamtd wpm an meyade 0f Waling men, rerd.kma. mime, and mart retwrriam' add ....IV, ammo other melee, IA.aawmry r1a,rarn ntpsvenration eaaar y'hxrn tom WW1. awn.", lntem�t ox ma„mrrs10144 Abn fo lo uemdrdJ Wwo D'mntefor fnnml rmmMtaro pvrp,.cm( to noon openpn informed rmmfmpwpwxe f1Arfatnar(samidva wearpmn. a1Mma1An mrnlmnm lain, 11mmM0 iemael an Ifa' kdns4010A lionds to lan'MAM wmrm,Ir mmings In d6Onlnrn9f11,01210Bmr00,L . Interment Watt, famnue fcmpavrtmu Aso VAX ANTONI °mania. ISS,BM,000 SOUTHEAST OYERTOWWPARE WEST COMMUNITY REDEVELOPMENT AGENCY TAX INCBEMENTRREVENUE BONDS TAX INCEEMI7 T REVENUE BONDS Beadle 2014A-1 Ser)ee 201(A-2 IheetIANenDeire r Il.m Mva le. omens beideewer The Tee lemma Nevem. Pane" senmtlmt0IOho •5(Ifm4AtU.IIbimn1 and the Tee Isommexa'emin Nora, Suln'1011AP(lbo '07.'l'Y( Bondy eel, logether.al, the S(dm 90(04.) geode, the 'Imam 90ItA londr9 ant keg leend by SmWend (hutterenfflesk Won Comma,/ Beekrulepma to kern (Oa-Apeey or BEOIW CRP) rmouv(to the Con,xelonend lmm albs Oda dfnndM1lrel4Npper11onhelyr)tbC.amnmllyr Jnvkfmal tut. 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Anrda LIP, *rid r}.err.' few hypi mamnwta dw p.rd alenm ekratgAnwmsovr In'o,W 11000, Gen.1,10, Rid mum vite&poem � ay 1, ekarinaw. Minu00,mNy lWNnnm to Tuner Drumm'. Mee 1 na,(Anteal !(4I7aarsw0ray Pf narm Amdrerm theAgm1N.(Irma aif:w40dandq pP In la. IA,n4mrvr6wt sa nrsafpmM tw Ne Smits 9010A leads rx doers Reform six et' aml3pefordsNmrq mate! ter wmeohexlacOenr., epTerve rasmell Y.leAWN. WELLS FARGO SECURITIES Mena 0.aet16. MBB Wells Fargo Securities 27 2363 Gulf -to -Bay Blvd, Clearwater, FL 33765 (727) 953-1073 Proposal to Serve as Underwriter to the City of Miami, Florida Wells Fargo's references are provided below. We have included a fourth reference in the event a reference from the City is unacceptable. Miami-Dade County Wells Fargo Securities' Southeast Overtown- Park West CRA Municipal References City of Miami City of Miami Beach Current Underwriting Compensation pursuant Compensation pursuant Current Underwriting Team Team originally to Executed Bond to Executed Bond originally established in established in April 2011; Purchase Agreement for Purchase Agreement for March 2010; Compensation pursuant Sole Managing Sole Managing Compensation pursuant to to Executed Bond Underwriter of Series Underwriter of Series Executed Bond Purchase Purchase Agreement for each bond issuance 2014 Bonds 2012 Bonds Agreement for each bond issuance (Senior Manager (Sole Manager Tax (Sole Manager Special (Senior Manager Aviation Revenue Bonds, Increment Revenue Obligation Bonds, Series Stormwater Revenue Bonds, Series 2014A and B) Bonds, Series 2014) 2012) Series 2014) Frank Hinton Clarence Woods Danny Alfonso Allison Williams Director, Division of Executive Director City Manager Chief Financial Officer Bond Administration 111 NW 13t St 1490 NW 3rd Ave, Suite 105 444 SW rd Ave Miami, F3313o 1700 Convention Center Dr Miami Beach, FL 33139 Suite 2550 Miami, FL 33136 (305) 416-1025 (305) 673-7000 ext. 6608 Miami, FL 33128 (305) 679-6802 (305) 375-5046 Wells Fargo Securities 28 2363 Gulf -to -Bay Blvd, Clearwater, FL 33765 (727) 953-1073 Proposal to Serve as Underwriter to the City of Miami, Florida Wells Fargo has organized an experienced team of seasoned bankers who will marshal the comprehensive resources of the firm to benefit the City. Key strengths of the team include: (1) lead banker and support staff located in Florida, (2) growing market share as an underwriter of Florida credits, (3) experience structuring City of Miami transactions, (4) investor relations experts, (5) an experienced quantitative and support staff with knowledge of the City's financing and structuring needs, and (6) a strong national distribution platform with significant Florida presence. Wells Fargo's team of professionals will be led by John Generalli, Managing Director, who brings over 20 years of experience in the municipal market. During his career, Mr. Generalli has served as the lead banker on numerous large, complex transactions involving a variety of structures. As the senior banker who will assume the day-to-day responsibilities and serve as the lead banker and principal contact for this engagement, Mr. Generalli will work closely with the team to ensure that the City has the full resources of Wells Fargo at its disposal to complete its financing objectives. Since 2005 alone, Mr. Generalli has worked on $39 billion of municipal financings for Florida issuers, including more than $9 billion for Miami - Dade County issuers such as the City. A list of Mr. Generalli's relevant experience during the last 10- years (since 2005) is provided below. We note that this does not include all of Mr. Generalli's municipal finance experience, and we would be pleased to provide a comprehensive list at the City's request. Sale pats par ('�MAIi) seas John Goneraili's Relevant Florida Mu iicipal Experience Since 2005 I e`DescflDtiof1 series'_ , 11/20/15 25.000 Hialeah City -Florida Special Obligation Revenue Bonds Series 2015 A 11/20/15 21.145 Hialeah City -Florida Special Obligation Ref Rev Bonds Series 2015 B 12/03/14 598.915 Miami -Dade Co -Florida Aviation Revenue Refunding Bonds Series 2014 A 12/03/14 162.225 Miami -Dade Co -Florida Aviation Revenue Refunding Bonds Series 2014 B 08/15/14 55.885 SE Overtown/Park West Comm RedevAgency Tax Increment Revenue Bonds Series 2014 A 1-2 05/07/14 181.320 Miami -Dade Co -Florida Seaport Revenue Bonds Series 2014 A 05/07/14 20.150 Miami -Dade Co -Florida Seaport Revenue Bonds Series 2014 B 03/13/14 328.130 Miami -Dade Co -Florida Aviation Revenue Refunding Bonds Series 2014 02/26/14 57,000 Sunshine State Govt Fin Commiss Revenue Bonds Series 2011 B & C- 1 09/11/13 255.965 Miami -Dade Co -Florida Seaport Revenue & Ref Bonds Series 2013 A & C 09/11/13 126.685 Miami -Dade Co -Florida Seaport Revenue & Ref Bonds Series 2013 B & D 07/19/13 492.665 Miami -Dade Co -Florida Water & Sewer Sys Rev & Ref Bonds Series 2013 A & B, 12/07/12 44.725 Miami City -Florida Special Oblig Revenue Ref Bonds Series 2012 11/30/12 669.670 Miami -Dade Co -Florida Aviation Revenue Refunding Bonds Series 2012 A 11/30/12 106,845 Miami -Dade Co -Florida Aviation Revenue Refunding Bonds Series 2012 B 10/24/12 489.990 Miami -Dade Co -Florida Sub Special Oblig Refunding Bonds Series 2012 A & B 12/08/10 40.280 Miami -Dade Co -Florida Cap Asset Acq Spec Oblig Bonds Series 2010 D 11/17/10 38,050 Miami -Dade Co -Florida Cap Asset Acq Spcl Oblig Bonds Series 2010 E 08/25/10 187.590 Miami -Dade Co -Florida Transit System Sales Surtax Bonds Series 2010 B 08/25/10 29,670 Miami -Dade Co -Florida Transit System Sales Surtax Bonds Series 2010 A 08/11/10 71.115 Miami -Dade Co -Florida Capital Asset Actn Special Oblig Series 2010 B 08/11/10 15.925 Miami -Dade Co -Florida Capital Asset Actn Special Oblig Series 2010 A 08/11/10 13.805 Miami -Dade Co -Florida Capital Asset Actn Special Oblig Series 2010 C 07/22/10 503.020 Miami -Dade Co -Florida Aviation Revenue Bonds Series 2010 B 02/23/10 594.330 Miami -Dade Co -Florida Water & Sewer System Rev Bonds Series 2010 02/10/10 239.755 Miami -Dade Co -Florida GO Double -Barreled Aviation Bonds Series 2010 09/17/09 251.975 Miami -Dade "Co -Florida Transit System Sales Rev Bonds Series 2009 B 09/17/09 69.765 Miami -Dade Co -Florida Transit System Sales Rev Bonds Series 2009 A 07/13/09 100.000 Miami -Dade Co -Florida Pro Sports Facilities Rev Bonds Series 2009 E 07/01/09 198,970 Miami -Dade Co -Florida Sports Facs Tax Rev Ref Bonds Series 2009 A & C 07/01/09 10,220 Miami -Dade Co -Florida Sports Facs Tax Rev Ref Bonds Series 2009 B & D 04/24/09 600.000 Miami -Dade Co -Florida Aviation Revenue Bonds Series 2009 A & B 03/13/09 203.800 Miami -Dade Co -Florida General Obligation Bonds Series 2008 B-1 11/20/08 306.845 Miami -Dade Co -Florida Water & Sewer Sys Rev Ref Bonds Series 2008 C 06/05/08 433.565 Miami -Dade Co -Florida Airport Aviation Revenue Bonds Series 2008 A 06/05/08 166.435 Miami -Dade Co -Florida Airport Aviation Revenue Bonds Series 2008 B 05/17/07 551.080 Miami -Dade Co -Florida Aviation Revenue Bonds Series 2007 A 05/17/07 48,920 Miami -Dade Co -Florida Aviation Revenue Bonds Series 2007 B 10/20/05 538.245 Miami -Dade Co -Florida Aviation Revenue Refunding Bonds Series 2005 A&B 10/20/05 61.755 Miami -Dade Co -Florida Aviation Revenue Refunding Bonds Series 2005 C 09/15/05 300.000 Miami -Dade Co -Florida Pub Facs Rev Refunding Bonds Series 2005 A&B Wells Fargo Securities 29 2363 Gulf -to -Bay Blvd, Clearwater, FL 33765 (727) 953-1073 Proposal to Serve as Underwriter to the City of Miami, Florida Mr. Generalli will ensure that Wells Fargo's finance team is appropriately staffed and focused to meet all of the City's needs. The assigned banking team has extensive experience with the types of debt in the City's current debt profile, and has direct experience with the City having served as sole managing underwriter on the City's Special Obligation Non -Ad Valorem Revenue Bonds, Series 2012 (Port of Miami Tunnel Project) and the Southeast Overtown-Park West CRA's Tax Increment Revenue Bonds, Series 2014-1 and 2014-2. Case studies for both of these financings are provided in our response to 6(c), above. Mr. Generalli will be supported by Molly Clark, Vice President, Glenn Gough, Vice President, and Charlie Yadon, Associate, all located in Wells Fargo's Clearwater, Florida public finance office. Additional analytical support will be provided by Scott Goldstein, Director, from the Quantitative Structuring group located in Denver, Colorado. In aggregate, the supporting bankers of Ms. Clark, Mr. Gough, Mr. Yadon, and Mr. Goldstein have worked on more than $75 billion of Florida municipal financings in the past io-years (since 2005), including more than $12 billion for Miami -Dade County municipal issuers. A list of our supporting bankers' relevant experience during the last 10-years (since 2005) is provided in Appendix III. Walker McQuage, Managing Director, will serve as the lead underwriter on behalf of Wells Fargo on the City's bond offerings. Mr. McQuage is an 18-year veteran of the municipal industry and coordinates the marketing, distribution, and underwriting for all of Wells Fargo's fixed rate municipal transactions. Amanda Pogue, Vice President, will provide additional underwriting support. Both are located in the Charlotte, North Carolina office. Since 2005, Mr. McQuage has overseen the underwriting of more than $52 billion of fixed rate offerings in Florida, including more than $11 billion for Miami -Dade County municipal issuers. A list of Mr. McQuage's relevant experience during the last to -years (since 2005) is provided in Appendix Ill. Donald Lipkin, Managing Director, will serve as the desk credit analyst, with primary responsibilities including preparing credit and market analytical reports for institutional trading and investors and clarifying and providing more in-depth information on the City's disclosure documents. Mr. Lipkin brings over 20 years of municipal credit analyst experience to Wells Fargo's team. Nancy Feldman, Managing Director, formerly served as the Director of the Office of Public Finance for State of New Jersey and will provide personalized credit strategies to assist the City in developing solutions to its financing needs. Ms. Feldman utilizes her extensive experience as a credit analyst at various investment banks and Standard & Poor's to provide rating agency strategy advice, bond structuring advice, and investor support during the marketing period for new bond issues. Lance Aylsworth, Vice President, in Wells Fargo's Government Banking Group, will be active in responding to any of the City's commercial banking needs, including direct lending and credit. Wells Fargo Securities 30 2363 Gulf -to -Bay Blvd, Clearwater, FL 33765 (727) 953-1073 Proposal to Serve as Underwriter to the City of Miami, Florida WIT As discussed throughout our response, including in item 5(a), above, Wells Fargo expects the City's potential future bond sales to draw significant interest from retail and institutional buyers alike, and we will deploy tier - one, middle market, and retail sales forces to reach investors in each investor segment and across all pricing points on the yield curve. Wells Fargo will work with the City and its financial advisor to develop an appropriate marketing plan to meet the challenges and take advantage of all opportunities presented by the market at the time of issuance. Experience of our Lead Underwriter As noted in our response to items 6(a) and 6(e), above, Wells Fargo's lead underwriter, Mr. Walker McQuage has a long history of successfully underwriting and distributing Florida municipal bonds. Moreover, Mr. McQuage's underwriting experience is directly relevant to the City having senior managed the two most recent offerings sold by the City and its instrumentalities — the City's Series 2012 Special Obligation Bonds and the CRA's Series 2014 Tax Increment Bonds. Case studies for both of these bond sales are provided in our response to item 6(c), above. In aggregate, Mr. McQuage has served as underwriter on more than $52 billion of Florida municipal bond issues since 2005, including more than $11 billion for Miami -Dade County issuers. A list of Mr. McQuage's relevant experience during the last 10-years (since 2005) is provided in Appendix III. Mr. McQuage will work with our institutional, middle market, and retail sales forces further described below to ensure a successful offering of the City's planned bond issues. Broad Distribution Network As senior managing underwriter, Wells Fargo will provide the City with access to one of the most comprehensive in- house distribution networks available. Wells Fargo Securities' distribution network consists of three distinct channels: 1) institutional, 2) middle market, and 3) retail brokerage. Itistittiti inai Sales Tax -Exempt • 15 municipal sales professionals • 4 offices nationwide • 25o key buyers of municipal securities ■ 425-account institutional base National • Approximately 200 sales professionals • 16 offices throughout the country • Extensive network covering 6,400+ "Tier 2" and "Tier 3" investors Retail Sales** National • Over 15,000 licensed retail brokers • 3rd largest brokerage in the U.S. • 5,000+ locations nationwide • Over $1.3 trillion in client assets • 1,10o Florida licensed Financial Advisors • 76 Private Client locations *Provided by Wells Fargo Securities, LLC **Data is a combination of Wells Fargo Advisors, LLC; Wells Fargo Advisors Financial Network, LLC and First Clearing, LLC. Municipal Institutional Sales. Wells Fargo's municipal institutional sales force is comprised of 15 sales professionals that are located in New York, Charlotte, San Francisco, and Philadelphia. These professionals distribute municipal products in the primary and secondary markets, serving the investment and risk management needs of institutional investors nationwide. Wells Fargo's account base of over 425 institutions encompasses the key national buyers of municipal securities, including the top 5o national money market funds, with assets over . $1 billion. These investors include money managers, .insurance companies, bank portfolios, hedge funds and pension funds. We provide a full range of services to these important investors, including a dedicated credit team on the desk. Don Lipkin, who is a 3o-year veteran of the municipal industry, leads the credit team, which is dedicated to providing issue -specific and market -oriented credit information to our underwriters, sales professionals, and institutional clients. With experience in all sectors of the municipal market, Mr. Lipkin has been widely recognized over the years for his expertise, including awards from Institutional Investor Magazine, Smith's Research and Ratings Review, and the National Federation of Municipal Analysts. Wells Fargo Securities 31 2363 Gulf -to -Bay Blvd, Clearwater, FL 33765 (727) 953-1073 Proposal to Serve as Underwriter to the City of Miami, Florida At many firms, taxable municipal bonds are underwritten and sold through the taxable desk. At Wells Fargo Securities, the tax-exempt municipal desk manages the underwriting of taxable municipal debt. We believe this is beneficial to municipal clients for two reasons: • Seamless Experience. Wells Fargo can provide a seamless and familiar experience to our municipal clients, while accessing all the resources of the firm. Wells Fargo Securities concentrates on bringing traditional corporate and municipal buyers (as well as various international accounts) together through marketing and underwriter interaction. We actively engage WFS's high grade taxable institutional sales force of over 200 representatives, who market taxable debt instruments to all tiers of institutional buyers through 33 offices across the globe in the U.S., Hong Kong, London, Singapore, and Tokyo. WFS's high grade underwriting operation consistently ranks in the top io globally.12 • Crossover Buyers. Our on -going connection and dialogue with the taxable salesforce helps us effectively identify and market tax-exempt issues to "crossover" buyers. Crossover buyers are investors in taxable securities who become purchasers of tax-exempt municipal bonds when market conditions produce a comparatively attractive return on tax-exempt bonds; for example, when heavy municipal supply drives MMD/Treasury yield ratios above t00%. As we emphasize throughout this section, maximizing interest from and competition among the greatest number of investors will further the City's goal of achieving the lowest cost of capital. Strong investor relationships and positive momentum allow our underwriters to aggressively place municipal bonds in the marketplace. Middle Market Sales. One of Wells Fargo's distinctive characteristics and competitive advantages is its ability to reach middle market investors. Most national underwriters do not focus on this investor segment, because large institutional investors are the dominant players in the municipal market. While Wells Fargo is a top institutional investor counterparty as described above, we also focus on smaller institutional investors who tend to be more `sticky' (buy and hold) investors relative to their larger institutional counterparts. In 16 regional sales offices, Wells Fargo has approximately 200 middle -market sales professionals in our affiliate Wells Fargo Securities, LLC ("WFSLLC"), who serve more than 6,40o state and local community banks, asset managers, regional depositories, corporate trust departments, corporations, municipalities, and local insurance companies. In addition to purchasing the debt of large recognizable issuers, the added benefit of middle markets customers comes from their knowledge of local credits and regions. An order from a middle market investor can range from small odd lot orders to $5o million+ blocks of bonds. Wells Fargo's corporate banking relationships with these enterprises have enhanced our access to middle market clients; for example, Wells Fargo was the #1 book -runner of traditional middle -market loan syndications for Qi 2015.13 Orders from WFSLLC's middle market customers have made a significant difference in new -issue pricings by creating competition for bonds. Wells Fargo's Middle Market Distribution network has provided one of the most significant factors towards our competitive advantage and pricing power for our issuer clients. Retail Brokerage and Sales. Wells Fargo's retail distribution is conducted through our affiliate Wells Fargo Advisors�4 ("WFA"), which is the 3rd largest retail brokerage network in the country.15 WFA's national retail platform employs over 15,000 full -service financial advisors including 1,ioo financial advisors in 76 offices throughout the State of Florida. WFA holds approximately $1.4 trillion in customer assets and $125 billion for Florida residents. Nationally, Wells Fargo Advisors' retail clients hold $4.2 billion in Florida municipal securities:6 Locally, WFA has 216 financial advisors in Miami -Dade. County. Our 12 Source: Thomson Reuters, SDC Platinum. 13 Source: Thomson Reuters, LPC. Note: Traditional Middle Market is defined as deals less than or equal to $100 million. 14 Wells Fargo Advisors is the trade name used by two separate registered broker -dealers and non -bank affiliates and wholly owned subsidiaries of Wells Fargo & Company: Wells Fargo Advisors, LLC and Wells Fargo Advisors Financial Network, LLC (members SIPC). 15 Peer group analysis based on number of financial advisors as disclosed in company reports, as of December 31, 2014. WFA statistical information is as of December 31, 2014 and is a combination of Wells Fargo Advisors, LLC; Wells Fargo Advisors Financial Network; LLC and First Clearing, LLC. First Clearing, LLC is a registered broker -dealer and non -bank affiliate of Wells Fargo & Company. 16 WFA statistical information as of December 31, 2014. Data is a combination of Wells Fargo Advisors, LLS; Wells Fargo Advisors Financial Network; LLC and First Clearing, LLC. First Clearing, LLC is a registered broker -dealer and non -bank affiliate of Wells Fargo & Company. Wells Fargo Securities 32 2363 Gulf -to -Bay Blvd, Clearwater, FL 33765 (727) 953-1073 Proposal to Serve as Underwriter to the City of Miami, Florida retail system is fully integrated (as opposed to a third -party distribution system). In addition to the 1,10o Florida financial advisors, over 14,00o WFA financial advisors in other states are registered to sell securities in Florida. With a top 3 retail brokerage network, Wells Fargo is able to access one of the least price sensitive investor segments, which serves to put pressure on the middle market and institutional investors to pay a higher price (accept a lower yield) to get an allocation of bonds. ® Private Client Group ® Financial Network Wealth Brokerage Services Port as yqk Top Spllnp 14 "i i 10, ata Isl 0,M IEo ne 'T.iii,,Yeta Bea. Noce v F}0BI .und kam x�y( palmBeaO Mien 0041 lP�npB Mtn ;ndebale Importance of Retail Distribution Retail buyers, consisting of both traditional "Mom and Pop" investors along with "Professional" retail investors (bank trust departments, investment advisors, and other licensed money managers), can significantly enhance the performance of the City's bond offerings by creating early momentum for pricing, providing a long-term investor base that is less sensitive to yield, reducing the amount of the City's paper available in the secondary market, and allowing an alternative couponing structure. Historically, retail sales of taxable and tax-exempt bonds occur on a "buy and hold" basis. Unlike institutional buyers who may purchase and sell municipal paper regularly, retail buyers purchase municipal bonds for the purpose of a long-term investment intended to be held to maturity. As bonds held by retail are not available for purchase in the secondary market, the supply of available bonds for institutional buyers shrinks, thereby tipping the supply -demand scales in the City's favor. As a result, strong retail demand often translates into increased interest and support for financings and prevents institutions from immediately selling their holdings to retail investors in the secondary market. Additionally, institutional investors have historically favored tax- exempt bonds with a premium structure (high coupons) that provide greater protection against rising interest rate environments. On the other hand, retail buyers have traditionally favored par-ish or discount structures, as they are less concerned with market fluctuations and par structures require less upfront investment. Further, the City can typically reduce its cost of borrowing by including par and discount bonds in its offering, as they are not penalized with the "kick -to -call" of a callable premium bond. We encourage the City to discuss the importance of retail distribution with its financial advisor. Marketing Technology To streamline our marketing efforts, the syndicate desk has rolled out pricing through the I -Deal System. '- Deal enables the sales force covering Tier One clients to electronically distribute pricing information to potential buyers ahead of and during the order period, which assists our desk in managing order flow and information distribution. The I -Deal system enhances our marketing efforts significantly, as we are able to ensure timely and complete distribution of information to a large base of buyers. In addition to I -Deal, all members of our Municipal Sales, Trading, and Syndicate have access to and work from Bloomberg terminals. Through Bloomberg Terminal, our professionals have access to Bloomberg Professional, which grants its users access to real-time financial and market data, as well as the electronic trading platform. Bloomberg Terminal has become an industry standard for sales and traders across virtually all forms of finance. During the City's pricings, Wells Fargo will provide the City and its financial advisor access to I -Deal, which will allow the City to monitor the progress of its bond sale in real time, including which members of the syndicate are placing orders, where orders are coming from (retail versus institutional), and the identity of each individual order (national retail, Florida retail, institutional buyer). We believe the City should actively participate in the sale of its bonds, and monitor the progress of each of its sales. Doing so ensures that each member of the syndicate is participating to the best of their ability, and allows for more effective and timely information flow between the marketplace and the City. Why is Retail Distribution Import Creates early mornenturn :for offering, giving immediacy of retail = order flow roadens investor base with long-term holders Retail demand creates pricing, leverage over price sensitive institutional investors Reduces trading volatility in Immediate aftermarket if placed within appropriate systems Reinforces our ability to rieet. distribution commitments in all market conditions Wells Fargo Securities 33 2363 Gulf -to -Bay Blvd, Clearwater, FL 33765 (727) 953-1073 7. Understanding of the City Proposal to Serve as Underwriter to the City of Miami, Florida Financial Situation Since the last public sale of bonds by the City in 2012, the City's financial condition has improved considerably and, as summarized in the table below, all three rating agencies have upgraded the City's primary ratings with the largest movement by Standard and Poors (S&P) who increased the City's ratings by several notches. a al i g General Obligation Limited Ad Valorem CBA Non -Ad Valorem Al A2 A2 A2 A3 A3 A+ A A BBB BBB- BBB - A+ A- A A - BBB+ BBB+ The rating agencies have all pointed to improving economic conditions, strengthening financials, budgetary/financial flexibility, and a strong management team as reasons for the improved outlook for the City. Also on the positive front, the IRS audit has been resolved without any finding of wrongdoing. When the City returns to the market, these recent developments will be viewed favorably by investors. The SEC matter has not been resolved and continues to occupy City resources and staff time. Until it is settled, the City will need to be diligent in disseminating the status of the matter to the rating agencies and potential investors during public bond offerings. The limited amount of new bond issuance by Florida issuers over the last 12-months should serve to generate substantial investor interest in a City public offering, and the City's improved outlook by Standard & Poor's should have a positive impact on the pricing. For its future bond sales, we recommend the City develop a marketing plan that targets existing holders of the City's bonds, existing holders of Florida bonds which are not currently holders of the City's bonds, and existing holders of A -category rated bonds which are not currently holders of the City's bonds. Also, depending on transaction size and tenor, banks (including Wells Fargo Bank, N.A.) may present a very attractive distribution alternative that could generate the lowest cost funding alternative and should be evaluated. We have reviewed current holders of the City's outstanding bonds, as of December 1, 2015 (Source: Bloomberg). The City's largest bondholders are currently: • Eaton Vance, • Thornburg Investments, • Oppenheimer Funds, • Goldman Sachs Capital Management, • Symetra Life Insurance Company, • Wells Fargo Capital Management, and • Nationwide We will actively market to these institutions, as they have shown prior interest in the City's issues and would likely participate again. Next we have cross referenced the City's holders with current holders of tax-exempt Florida revenue bonds and special obligation bonds, issued since January 1, 2013 with A -category ratings (Source: Bloomberg). The largest holders of the generally issued Florida bonds as described which are not currently holding the City's bonds include: Wells Fargo Securities 35 2363 Gulf -to -Bay Blvd, Clearwater, FL 33765 (727) 953-1073 Proposal to Serve as Underwriter to the City of Miami, Florida • Vanguard, • Franklin Resources, • Chubb, and • Capital Group Companies We will also market to these institutions, as they have recently shown interest in the bonds of entities which we feel portray credit characteristics similar to the City's and have issued bonds with similar security structures, Credit Rating Strategies As stated previously, the City's improving fiscal situation and strong management have been rewarded with upgrades from all three rating agencies. The City's general obligation ("G.O.") bond ratings now have Al/A+ ratings from all three primary agencies with stable outlooks from each. The sole outlier among the City's ratings is an A- rating from Fitch for the City's Limited Ad Valorem Bonds. With the introduction of new local government methodologies by Moody's and S&P, their ratings are driven by quantitative scorecards that are used as the basis from which to derive the final bond rating. These scorecards address debt, financial operations, economic activity, tax base and management factors. Moody's has a strong focus on debt and adjusted pension liabilities, while S&P has increased its focus on financial management and institutional framework. Fitch continues to evaluate local GO ratings based upon the same factors it has always utilized and does not assign quantitative scores. Credit ratings for the City are likely to show improvement when assessing measurable factors, however, the difficulties arising from the past fiscal urgency litigation, SEC investigation, and prior management turnover are harder to assess in the current rating framework. We believe that Moody's is unlikely to change their outlook or rating until the fiscal urgency litigation and SEC investigation are resolved, while we believe S&P is more focused on stability of management and continuation of financial improvement. To the extent fiscal year 2015 results indicate continuation of the positive trajectory then we believe S&P and Fitch may take additional positive rating action. While the City's future debt plans are moderate and G.O. bonds are not likely to be issued, the G.O. rating is the starting point for the City's CBA and limited tax bonds, and the City's goal should be to raise its G.O. rating in order to set a positive direction for the other rated credits. Structuring Considerations Wells Fargo's finance team is experienced in working with issuers, rating agencies, and credit providers to develop efficient financing structures. We have had recent discussions with rating agencies and credit providers (including bond insurance and reserve surety policy providers) on the value of bond insurance, reserve funds, and reserve fund sureties. Rating agencies have commented that a reserve is more important to their rating process at lower coverage levels, naturally, but that there is no exact correlation between funding a debt service reserve fund and achieving a certain ratings outcome. Wells Fargo's underwriters have indicated they would expect little or no pricing penalty, all else being equal and assuming 'A' category ratings, should the City issue bonds without a debt service reserve fund. In the current market, investors are eager to purchase municipal bonds and we expect very good reception for the City's issuances. Both rating agencies and investors have indicated no preference for cash funded versus a surety funded reserve. Further, bond insurers who also provide reserve fund surety policies have begun providing surety policies without the requirement of also purchasing bond insurance. Generally, in the recent past, the bond insurers required at least a portion of a bond issuance to be insured using their policy in order to access a reserve fund surety. However, given the current climate in the municipal market and the waning demand for bond insurance in recent years, bond insurers have begun to offer reserve fund sureties without the purchase of any bond insurance as long as an issuer's underlying rating is at least equal to that of the insurance provider. That is to say, if bond insurance does not increase the ratings on the bonds, bond insurers will likely offer a reserve fund surety policy without requiring the purchase of insurance. Moving forward, the City should consider how its underlying ratings may impact the availability of reserve fund surety policies and how an increase in ratings can have additional value beyond that of simply lower bond yields. Wells Fargo Securities 36 2363 Gulf -to -Bay Blvd, Clearwater, FL 33765 (727) 953-1073 Proposal to Serve as Underwriter to the City of Miami, Florida As the only broker dealer to successfully underwrite bonds for the City in more than four years, Wells Fargo has a unique perspective and understanding of the City's political, economic, and legal situation. At the time of the City's last bond sale, the Securities and Exchange Commission (SEC) had issued a Wells Notice asserting that enforcement action against the City was appropriate, the City's underwriter and financial advisor for the pending bond transaction resigned, the Internal Revenue Service was auditing the tax status of prior City tax- exempt bond issues and rating agencies had taken actions lowering the City's bond ratings citing declining reserves and negative operating trends. Against that backdrop Wells Fargo took the assignment to serve as the City's senior manager for the pending sale of bonds to refinance existing City obligations. Despite all of the headwinds, the City and Wells Fargo were able to successfully sell the City's bonds at an extremely attractive all -in True Interest Cost of 3.82% for a fixed rate bond transaction with an 18-year final maturity. A key component of the successful sale was identifying sophisticated investors who would devote the time to evaluate the situation and determine that even adverse developments in both investigations were unlikely to materially alter the City's strong capability to repay the bonds. An important part in the success of the bond sale was the work of the City's budget director and CFO highlighting the positive financial trends to investors through the investor road show. Moving forward, there remain both financing challenges and opportunities for the City. Of course, the continuing struggles with the SEC will not make the process of funding projects easier. However, over the last few years Miami has demonstrated an ability to make the hard choices and balance the needs with its capabilities. At times this has required the Mayor, the Commission, and staff to make difficult cuts and invoke seldom used levers to reduce costs. The results speak for themselves and the rating agencies started to take note with the positive rating change and the success in the bond market in 2012. While it is not possible to predict the resolution of the SEC matter, or the effect the resolution may ultimately have on the City's ratings, market access, or bond pricing, the City's track record and performance over the last few years bode well regardless of the outcome of the SEC matter. We believe the rating agencies will continue to take this performance into account. This is likely to have a positive impact on the City's access to capital in the bond market. Wells Fargo Securities 37 2363 Gulf -to -Bay Blvd, Clearwater, FL 33765 (727) 953-1073 8. Description of the Approach to Providing Services Requested in the Solicitation Proposal to Serve as Underwriter to the City of Miami, Florida As underwriter to the City, Wells Fargo will work with the City and its financing team to continue to deliver cost effective financings with a high standard of professionalism. As stated previously in our response, Wells Fargo prides itself on being a member of the community. Our interests are greater than simply serving as the City's underwriter. As a service provider to the City, we are a steward to the public and local community, and our policies, procedures and code of ethics are focused on enhancing the value that we can provide our clients, including the City and its citizenry. Below we have outlined our general policies and procedures for the sales process of the City's bonds. Wells Fargo's public finance professionals assigned to the City have decades of combined experience in the municipal finance industry, and we will work with the City and its financing team to develop appropriate structures for presentation to rating agencies and investors, marketing plans for investor outreach, and sales efforts tailored for each individual bond issuance. Market Updates Whether or not the City has immediate financing plans, as a member of the City's underwriting team, Wells Fargo will regularly provide the City an update of municipal market conditions. As discussed throughout our response, Wells Fargo is among the most active participants in the municipal marketplace. Given our participation in new issuance activity and secondary market trading of our Municipal Sales & Trading Desk, our public finance banking team is able to hone in on current market conditions and keep clients updated on the daily changes occurring in the municipal market. Structuring Considerations and Draft Documents A key consideration for most financings is achieving the highest possible ratings for the planned bond issue since this is likely to generate a lower cost of funds. We will work with the City, its financial advisor, and its bond counsel in the development of each financing structure for the City with the goal of obtaining higher ratings. We recommend that all members of the City's financing team be involved in the structuring/plan of finance process, including the senior managing underwriter, financial advisor, bond counsel, and City staff. In particular, Wells Fargo believes that the senior managing underwriter should be closely involved in the drafting of all bond documents, so as to provide insight and feedback on how rating agencies and potential investors may view bond covenants, and ensure that appropriate disclosure is included in the offering document for investors. The City's issuance of its Series 2012 Bonds is a great example of a successful financing brought about by the hard work and coordination of an entire financing team that included City staff, the City's financial advisor, bond counsel, and Wells Fargo. Rating Agency Process Wells Fargo has significant experience working with issuer clients in the rating agency process for both well - established credits and first time credits. The members of the City's financing team involved in the rating agency process should be at the discretion of City staff. While many municipal issuers prefer only to have a financial advisor involved in the rating agency process, we have found that the involvement of the senior managing underwriter to be valuable to the process particularly for new credits. Marketing Process and Strategy Wells Fargo will focus on providing updated market information to allow the City to make informed decisions as to the best structure and timing for selling the City's bonds. Our underwriters will provide information on market conditions and investor preferences on a daily basis. Using this information, our public finance bankers will work with the City and its financial advisor to develop a marketing plan and timetable for selling the City's bonds. Wells Fargo will work with the City and its financial advisor to develop an appropriate marketing plan to meet the challenges of today's market, and to take advantage of opportunities presented by the current municipal market. The initial steps in Wells Fargo's marketing plan to reach investors will include disseminating a complete and concise POS, and participating in conference calls with the underwriting syndicate to discuss the marketing strategy. Our sales force will actively market the City's bonds to their clients, by contacting Wells Fargo Securities 39 2363 Gulf -to -Bay Blvd, Clearwater, FL 33765 (727) 953-1073 Proposal to Serve as Underwriter to the City of Miami, Florida prospective buyers well in advance of the scheduled bond pricing. Our sales force, underwriting personnel, and public finance bankers will all be available to respond to any questions from investors related to the City's bonds. In order to complement the City's existing investor base, the Wells Fargo team has designed a comprehensive marketing and finance plan that seeks to maximize investor penetration. As senior manager, Wells Fargo would recommend the City incorporate the following key steps to maintain its existing investor base while expanding its distribution to new investors: Step 1: Announce the Financing Schedule Well in Advance of Pricing — Wells Fargo will announce the financing schedule for the transaction substantially in advance of the actual sale date. We recommend mailing the POS 7 to 14 days in advance of any bond sale. This allows institutional investors to incorporate the City's bond issue into their investment plans and enables credit sensitive retail investors to complete their proper due diligence and gain familiarity with the City's credit. Step 2: Identify and Expand Target Markets —Wells Fargo's underwriters will work with the City and its financial advisor in developing an appropriate marketing strategy for its bonds, beginning with current holders and expanding to holders of similar paper that should have interest in the City's credit. Wells Fargo believes the most attractive pricing for the City's offering can be achieved by a marketing plan targeting both retail and institutional investor classes. We believe our ability to access true and professional retail, untapped institutional investors, and middle market buyers will allow Wells Fargo to price the City's offerings more attractively. • Identify "Anchor Investors" — Wells Fargo recommends targeting institutional investors who are holders of the City's bonds (including Vanguard, Franklin Templeton, Nuveen and Fidelity) and thus are likely buyers of the City's new offerings. Due to our active participation in the secondary market, Wells Fargo maintains strong relationships with these institutions and will target them early in the pre -marketing phase to ensure that they are aware of the offering and ready to support the transaction. Further, Wells Fargo Capital Management ("Wells Capital") is among the current investors in the City's bonds. Wells Capital is among the largest buyers of Florida municipal paper. ® Target New Institutional Investors — In addition to the targeted investors described above, Wells Fargo would also focus its marketing efforts on new institutional buyers who value similar bonds and have an appetite for the City's credit. In order to target such investors, Wells Fargo will evaluate the universe of potential "cross- over" buyers who have large holdings in other similar paper, but little or no holdings of the City's paper. Step 3: Conduct Extensive Pre -Marketing Efforts - Undertaking an extensive pre -marketing effort has become more crucial to a successful financing since the credit crisis. Investors need to conduct significantly more due diligence on underlying credits than in previous years. Wells Fargo's pre -marketing efforts consider this and include the following: • Sales Force Education: Wells Fargo would initiate our marketing campaign with several internal salesforce meetings with a focus on all aspects of the proposed financing. These sessions would be led by our banking team as well as our head credit analyst, Nancy Feldman. • A Net Road Show / One -on -One Investor Meetings / Institutional Investor Conferences: Wells Fargo personnel have worked with numerous issuers on investor presentations and meetings in the past, and we continue to believe that those outlets would offer the City an excellent opportunity to emphasize the credit and structural strengths of any proposed financing. Wells Fargo also offers multiple institutional investor conferences throughout the year, and Wells Fargo would be happy to have the City participate. Syndicate Conference Call: Prior to the sale, Wells Fargo would recommend the City hold a syndicate conference call to ensure all of the City's managers are coordinated and motivated to actively participate in the sale. ▪ Maintain Flexibility / Avoid Competing Supply: Illiquidity in the marketplace has exaggerated price movements and taking advantage of market "tail winds" can have a more significant impact on pricing than in years past. In addition, to the extent possible, avoiding competing supply from other Florida issuers may also help the City ensure the most aggressive pricing Wells Fargo Securities 40 2363 Gulf -to -Bay Blvd, Clearwater, FL 33765 (727) 953-1073 Proposal to Serve as Underwriter to the City of Miami, Florida • Coupon Considerations: In the present market, high yield buyers tend to demand premium bonds given that "defensive" (i.e. higher) coupons tend to insulate them from market sell -offs. When structuring the City's financings, Wells Fargo's public finance bankers will work closely with our underwriting desk to develop premium, and in certain instances, discount couponing in order to attract various investor sectors and thus achieve favorable overall cost of funds. Debt Service Repayment Schedule While the marketing plan and schedule are being developed, Wells Fargo's public finance team will also be in the process of considering various debt service repayment schedules which will meet the City's budgeting needs, and will be well received by investors. Wells Fargo primarily uses DBC Finance to size and structure debt issues for our municipal clients. DBC Finance, which is an industry standard and DBC®'s flagship program, is a general bond structuring tool that performs all debt service calculations, bond solutions, issue sizing, and refunding analyses. DBC Finance enables us to model complex financial structures, including advance refundings, escrow structurings, and multi -project financings. Other software and systems used in our bond structuring efforts include What's Best, FinCAD, Intuitive Analytics, and other proprietary trading systems, including Excel based models. Wells Fargo's public finance practice is unique in that its quantitative efforts are directed by a single, centralized group of highly experienced technical bankers. The Quantitative Structuring Group conducts or supervises all financial analysis and modeling for our municipal clients. The Group is composed of six senior -level professionals with over 125 years of combined experience at 16 different Wall Street firms. The group's combined depth and knowledge are unparalleled in the industry and have garnered consistent accolades from clients, financial advisors, attorneys, and other professionals. Pricing Process A short overview of a general pricing process for bond issues can be found below. Ultimately, each pricing of the City's bonds will follow a process agreed to by the City and its financial advisor. • Several Weeks Before Pricing - Wells Fargo's underwriting desk will begin providing preliminary scales presenting expected pricing levels for the City's issue. • One to Two Weeks Prior to Pricing - Wells Fargo's underwriting desk will provide pricing results from recently priced issues, which are comparable in size, credit profile, issue type, and / or issuer type. These results will inform preliminary pricing "talk" about the City's proposed issue. • Week of Pricing - Wells Fargo's underwriting personnel will work closely with the other members of the underwriting syndicate, and will jointly develop a consensus scale one to two days prior to the pricing of the City's bonds. • One to Two Days Prior to Pricing - Wells Fargo's underwriting and public finance personnel will join the City and its financial advisor for a pre -pricing call. During this call, underwriting personnel will' review current market conditions, pre -pricing indications, and respond to any questions from the City and its financial advisor. • Pricing - Depending on market conditions, as noted previously Wells Fargo may suggest a one day retail order period, followed by an institutional order period on the following day. Wells Fargo's underwriting personnel will review any suggested modifications from the City and its financial advisor to the structure — whether changed yields or maturities added — to ensure the best pricing results are achieved. Wells Fargo Securities 41 2363 Gulf -to -Bay Blvd, Clearwater, FL 33765 (727) 953-1073 9, Trade Secrets Execution to Public Records Display Proposal to Serve as Underwriter to the City of Miami, Florida Wells Fargo's proposal contains no information that constitutes a "trade secret." Wells Fargo Securities 43 2363 Gulf -to -Bay Blvd, Clearwater, FL 33765 (727) 953-1073 Disclosures (continued) Disclosures (Continued): The Materials do not constitute an offer to sell or a solicitation of an offer to buy, or a recommendation or commitment for any transaction involving the securities or financial products named or described herein, and are not intended as investment advice or as a confirmation of any transaction. Assumptions stated herein may or may not be valid. Externally sourced information contained in the Materials has been obtained or derived from sources we reasonably believe to be reliable, but WFS makes no representation or warranty, express or implied, with respect thereto, and does not represent or guarantee that such information is accurate or complete. Such information is subject to change without notice and WFS accepts no responsibility to update or keep it current. WFS does not assume or accept any liability for any loss which may result from reliance thereon. WFS and/or one or more of its affiliates may provide advice to other persons or may from time to time have proprietary positions in, or trade as principal in, any securities or other financial products that may be mentioned in the Materials, or in derivatives related thereto. Notwithstanding anything to the contrary contained in the Materials, all persons may disclose to any and all persons, without limitations of any kind, the U.S. federal, state or local tax treatment or tax structure of any transaction, any fact that may be relevant to understanding the U.S. federal, state or local tax treatment or tax structure of any transaction, and all materials of any kind (including opinions or other tax analyses) relating to such U.S. federal, state or local tax treatment or tax structure, other than the name of the parties or any other person named herein, or information that would permit identification of the parties or such other persons, and any pricing terms or nonpublic business or financial information that is unrelated to the U.S. federal, state or local tax treatment or tax structure of the transaction to the taxpayer and is not relevant to understanding the U.S. federal, state or local tax treatment or tax structure of the transaction to the taxpayer. Any opinions or estimates contained in the Materials represent the judgment of WFS at this time, and are subject to change without notice. Interested parties are advised to contact WFS for more information. IRS Circular 23o Disclosure: To ensure compliance with requirements imposed by the IRS, we inform you that any statements or information regarding tax matters contained in the Materials does not constitute tax advice and shall not be used for the purpose of (i) avoiding tax penalties or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. If you have any questions or concerns about the disclosures presented herein, you should make those questions or concerns known immediately to WFS. Appendix I - Wells Fargo's Forms to Meet Qualification Requirements CITY OF MIAMI LOCAL OFFICE CERTIFICATION (City Code, Chapter 18, Article III, Section 18-73) Solicitation Type and Number: RFI 521381 (i.e. IFQ/IFB/RFP/RFQ/RFLI No. 123456) Solicitation Title: Request for Qualifications for Municipal Bond Underwriting Services Wells Fargo Bank, N.A. (Bidder/Proposer) hereby certifies compliance with the Local Office requirements stated under Chapter 18/Article III, Section 18-73, of the Code of the City of Miami, Florida, as amended. Local office means a business within the city which meets all of the following criteria: (1) Has had a staffed and fixed office or distribution point, operating within a permanent structure with a verifiable street address that is located within the corporate limits of the city, for a minimum of twelve (12) months immediately preceding the date bids or proposals were received for the purchase or contract at issue; for purposes of this section, "staffed" shall mean verifiable, full-time, on -site employment at the local office for a minimum of forty (40) hours per calendar week, whether as a duly authorized employee, officer, principal or owner of the local business; a post office box shall not be sufficient to constitute a local office within the city; (2) If the business is located in the permanent structure pursuant to a lease, such lease must be in writing, for a term of no less than twelve (12) months, been in effect for no less than the twelve (12) months immediately preceding the date bids or proposals were received, and be available for review and approval by the chief procurement officer or its designee; for recently -executed leases that have been in effect for any period less than the twelve (12) months immediately preceding the date bids or proposals were received, a prior fully -executed lease within the corporate limits of the city that documents, in writing, continuous business residence within the corporate limits of the city for a term of no less than the twelve (12) months immediately preceding the date bids or proposals were received shall be acceptable to satisfy the requirements of this section, and shall be available for review and approval by the chief procurement officer or its designee; further requiring that historical, cleared rent checks or other rent payment documentation in writing that documents local office tenancy shall be available for review and approval by the chief procurement officer or its designee; (3) Has had, for a minimum of twelve (12) months immediately preceding the date bids or proposals were received for the purchase or contract at issue, a current business tax receipt issued by both the city and Miami - Dade County, if applicable; and (4) Has had, for a minimum of twelve (12) months immediately preceding the date bids or proposals were received for the purchase or contract at issue, any license or certificate of competency and certificate of use required by either the city or Miami -Dade County that authorizes the performance of said business operations; and (5) Has certified in writing its compliance with the foregoing at the time of submitting its bid or proposal to be eligible for consideration under this section; provided, however, that the burden of proof to provide all supporting documentation in support of this local office certification is borne by the business applicant submitting a bid or proposal. 1 FORM -City of Miami Local Office Certification 7/22/2013 PLEASE PROVIDE THE FOLLOWING INFORMATION: Bidder/Proposer Local Office Address: 169 S 8th Street, Miami, FL 33130 Does Bidder/Proposer conduct verifiable, full- time, on -site employment at the local office for a minimum of forty (40) hours per calendar week? X YES NO If Bidder/Proposer's Local Office tenancy is pursuant to a lease, has Bidder/Proposer enclosed a copy of the lease? YES NO X N/A Has Bidder/Proposer enclosed a copy of the Business Tax Receipt (BTR) issued by the City of Miami and Miami -Dade County? City of Miami: X YES NO Exempt Cite Exemption: Miami -Dade County: YES NO Exempt Cite Exemption: Has Bidder/Proposer enclosed a copy of the license, certificate of competency and certificate of use that authorizes the performance of Bidder/Proposer's business operations? X YES NO Bidder/Proposer's signature below certifies compliance with the Local Office requirements stated under Chapter 18/Article III Sec ' n 18-73, of the Code of the City of Miami, Florida, as amended. -o it %. f! 11 ee n c rci, ( Print Name: John P. Generalli December 15, 2015 Date 2 FORM -City of Miami Local Office Certification 7/22/2013 STATE OF FLORIDA COUNTY OF PINELLAS Certified to and subscribed before me this 15th day of JOHN P. GENERALLI JULIE A. RENFROE NOTARY PUBLIC STATE OF FLORIDA Comm# FF157023 Expires 9/7/2018 (NOTARY SEAL) Personally Known December ,2015 ,by (Signkur,6 of Notary Public - Stale of Florida) Julie A. Renfroe (Name of Notary Typed, Printed, or Stamped) OR Produced Identification Type of Identification Produced N/A 3 FORM -City of Miami Local Office Certification 7/22/2013 Local Business Tax Receipt Miami —Dade County, State of Florida -THIS IS NOT A BILL - DO NOT PAY 4831989 BUSINESS NAME/LOCATION RECEIPT NO. WELLS FARGO BANK NA RENEWAL @MIAMI 604307 169 SW 8 ST MIAMI FL 33130 EXPIRES SEPTEMBER 30, 2016 Must be displayed at place of business Pursuant to County Code Chapter 8A - Art. 9 & 10 OWNER SEC. TYPE OF BUSINESS WELLS FARGO BANK NA 219 BANK / SAVINGS / TRUST CO PAYMENT RECEIVED BY TAX COLLECTOR $270.00 07/23/2015 CHECK21-15-103176 This Local Business Tax Receipt only confirms payment of the Local Business Tax. The Receipt is not a license, permit, or a certification of the holder's qualifications, to do business. Holder must comply with any governmental or nongovernmental regulatory laws and requirements which apply to the business. The RECEIPT NO. above must be displayed on all commercial vehicles - Miami -Dade Code Sec fia-276. For more information, visit www.miamidade.gov/taxcollector DEALERS & UNDERWRITERS FLORIDA Boca Raton INCAPITAL LLC Issue Specialization: Education, Electric Power, General Purpose, Public Facilities, Transportation, Utilities Member: SIFMA FINRA SIPC MSRB 1800 Military Trl, Boca Raton, FL 33431 Tel: 561-361-1100 Fax: 561-361-1201 www.incapital.com DTC: 0235 NSCC: 0235 Alpha: INCP Tax ID: 36-4312204 Clear Thru: RBC MUNICIPAL TRADING Charlie Pavlolltis, Exec Dir, 561-361-1221 Fax: 561-361-1201 charles.plvolltis@incapital.com MUNICIPAL SALES Charles Cavalier, AVP, 561-361-1226 Fax: 561-361-1201 c.cavaller@Incapital.com J.J. KEN DRAKE A division of Dealerweb Inc. Atrium Financial Center 1515 N. Federal Hwy., Ste, 219 Boca Raton, FL 33432 Tel: 561-245-9600 Fax: 561-338-9515 DTC: 0161 NSCC: 0161 Alpha: JJKE Clear Thru: Merrill Lynch/Broadcort Main Office: New York, NY TRADERS Andrea Carminati Louise Harstad William Kobylarski Laurie Shelton -Scipio JEFFERIES LLC Municipal Securities Group Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member: SIFMA FINRA SIPC MSRB 2255 Glades Rd. Ste. 324A Boca Raton, FL 33431 www.jefferies.com Experience: Underwriter David Abrams, Mng Dir, 561-988-2682 dabrams@jefferies.com Clearwater WELLS FARGO SECURITIES Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities 2363 Gulf -to -Bay Blvd. Ste. 1200 2nd FI. MAC: H3200-020 Clearwater, FL 33765 Fax: 727-953-1077 www.wellsfargo.com DTC: 2072 NSCC: 2072 Tax ID: 22-1147033 Experience: Underwriter Main Office: New York, NY PUBLIC FINANCE John Generalli, Mng Dir, . 727-953-1073 john.generalli@wellsfargo.com David R. Thornton, Mng Dir, 727-953-1074 david.thernton@wellsfargo.com Molly Clark, VP, 727-953-1075 mo l ly. clark @ we l lsfargo, com Glenn Gough, VP, 727-953-1076 glenn.gough@weilsfargo.com J. Michael 0111ff, VP, 727-953-1072 michael.olliff @wellsfargo.com Jillla Harder, Admin Asst, 727-953-1071 jlllia.harder@wellsfargo.com COMPANY PROFILE as submitted by WELLS FARGO SECURITIES Please see Company Profile at the New York main office. BRANCH OFFICES: AZ: Phoenix CA: Los Angeles, San Francisco CO: Denver FL: Clearwater GA: Atlanta IL: Chicago MD: Baltimore MN: Minneapolis MO: St. Louis NY: New York NC: Charlotte PA: Philadelphia TX: Dallas, Houston, San Antonio UT: Salt Lake City WA: Seattle Coral Gables BANK OF_AMERICA MERRILL LYNCH Merrill Lynch, Pierce, Fenner & Smith Inc. Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities 355 Alhambra Cir. 1 Alhambra Plaza Coral Gables, FL 33134 Fax: 212-293-9533 www.ml.com PUBLIC FINANCE GROUP Jose R. Pagan, Mng Dir, 305-468-4336 Basilio J. Paneque, Mng Dir, 305-442-6275 RAYMOND JAMES Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Cate, Housing, Industrial Dev, Publle Facilities, Transportation, Utilities Member: SIFMA FINRA SIPC MSRB 2800 Ponce de Leon Blvd. Ste. 1300 Coral Gables, FL 33134 Tel: 305-460-2752 Fax: 305-446-6688 Email: publicfinance @ raymondjames.com www.raymondjames.com/ publicfinance DTC: 0390 NSCC: 0390 Tax ID: 59-1237041 Experience: Underwriter Listing coati 52 The Bond Buyer's Municipal Marketplace® Spring 2013 www.munimarketplace.com oyMOND JAMES cont. PUBLIC FINANCE peg R. Aguila, Jr., Mng Dir, 305.460-2752 percy.aguila@ raymondjames.com ADDITIONAL PUBLIC FINANCE OFFICES: Al; Birmingham AR; Little Rock a San Francisco FL: St. Petersburg, Winter Park 0A: Atlanta, St, Simons Island IL: Chicago KY: Lexington, Louisville LA: New Orleans MA: Boston MS: Jackson M0: Town and Country NJ: Manalapan PA: Now York Philadelphia PA: SC: Myrtle Beach TN: Chattanooga, Memphis, Nashville TX: Dallas, Houston, San Antonio VA: Richmond Flagler Beach GARDNYR MICHAEL CAPITAL, INC. Issue Specialization: Housing Member: FINRA SIPC 1224 S. Central Ave. Flagler Beach, FL 32136 Tel: 386.439-1663 Fax: 386-439-4338 Email: wwealhers@gmcbonds.com www.gardnyrmichael.com DTC:0750 Alpha: GMCI Tax ID: 59.3127750 Clear Thru: Sterne Agee Experience: Underwriter PUBLIC FINANCE William P. Weathers, VP OTHER OFFICES: AL: Birmingham, Mobile FL: Winter Park LA: Baton Rouge • Fort Lauderdale OPPENHEIMER & CO. INC. Member: SIFMA FINRA SIPC 100 N.E. Third Ave, Fort Lauderdale, FL 3330'1 www.opco,com DTC: 0571 NSCC: 0571 Alpha; OPCO Tax ID: 13-5657518 The Bond Buyer's Mui INRA SIPC p.com slop, NJ Regional iamng 'sworn HARTFIELD, TITUS & DONNELLY, LLC Member: SIFMA FINRA SIPC 5550 Glades Rd., Ste. 302 Boca Raton, FL 33431 Tel: 561-826-9300 Fax: 561-826-3300 www.htdonllne.com Tax ID: 22-3681421 Main Office: Jersey City, NJ Robert Lubin, VP & Mgr William Staebell Jeffrey Walker HERBERT J. SIMS & CO., INC. Issue Specialization: g LLC Education, Health Care, Industrial Dev, Public Facilities 'OP Member: SIFMA FINRA SIPC 4icz, VP 101 N. Federal Hwy., Ste. 600 VP Boca Raton, FL 33432 AVP t Tel: 561-620-2121 Fax: 561-368-9401 Email; bonds@hjsims.com www.hjsims.com www.simsbonds.com DTC: 0443 NSCC: 0443 Alpha: HJSC Tax ID: 13-5213180 Clear Thru: Pershing c Power, facilities, Main Office: Fairfield, CT `` , Health Care, la! Dev, Public Marni Dye, Branch Mgr, iortation, 561-620-2152 mdye@hjsims.com TRADING Peter Polakoff, SVP, 866-620-2125 ppolakoff@hisims.com INCAPITAL LLC Issue Specialization: Education, Electric Power, General Purpose, Public Facilities, Transportation, Utilities Member: SIFMA FINRA SIPC MSRB 1800 Military Trl. Boca Raton, FL 33431 Tel: 561-361-1100 Fax: 561-361-1201 www,incapital,com DTC: 0235 NSCC: 0235 Tax ID: 36-4312204 Clear Thru: RBC MUNICIPAL TRADING Charlie Paviolitis, Exec Dir, 561.361-1221 Fax: 561-361.1201 charies,pivolltis @ Incapltal,com MUNICIPAL SALES Charles Cavalier, AVP, 561-361-1226 Fax: 561-361-1201 c, cavaller@ Incapital, com J.J. Ki DRAKE A division of Dealerweb Inc, Atrium Financial Center 1515 N. Federal Hwy., Ste. 219 Boca Raton, FL 33432 Tel: 561-245-9600 Fax: 561-338-9515 DTC: 0161 NSCC: 0161 Alpha: JJKE Clear Thru: Merrill Lynch/Broadcort Main Office: New York, NY TRADERS Andrea Carminatl Louise Harstad William Kobyiarski Laurie Shelton -Scipio JEFFERIES & COMPANY, INC. Municipal Securities Group Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member: SIFMA FINRA SIPC MSRB 2255 Glades Rd. Ste. 324A Boca Raton, FL 33431 www.jefferies.com Experience: Underwriter David Abrams, Mng Dir, 561-988-2682 dabrams@jefferles.com DEALERS & UNDERWRITERS FLORIDA Clearwater Clearwater WELLS FARGO SECURITIES Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities 2363 Gulf -to -Bay Blvd. Ste, 1200 2nd FI. MAC: H3200-020 Clearwater, FL 33765 Fax: 727-953.1077 www.wellsfargo.com DTC: 2072 NSCC: 2072 Tax ID: 22-1147033 Experience: Underwriter Main Office: New York, NY PUBLIC FINANCE John Generalli, Mng Dir, 727-953-1073 john.generalll@wellsfargo.com David R. Thornton, Mng Dir, 727-953-1074 david.thornton@wellsfargo.com Molly Clark, VP, 727-953-1075 molly.clark@wellsfargo.com Glenn Gough, VP, 727-953-1076 glenn. Bough @ wellsfargo,com J. Michael 011iff, VP, 727-953-1072 michael.olliff@wellsfargo.com Jilila Harder, Admin Asst, 727-953-1071 jillia.harder@wellsfargo.com COMPANY PROFILE — as submitted by WELLS FARGO SECURITIES Please see Company Profile at the New York main office. BRANCH OFFICES: AZ: Phoenix CA: Los Angeles, San Francisco CO: Denver FL: Clearwater GA: Atlanta IL: Chicago MD: Baltimore. MN: Minneapolis MO: St. Louis NY: New York NC: Charlotte PA: Philadelphia, Reading TX: Dallas, Houston, San Antonio UT: Salt Lake City VA: Richmond The Bond Buyer's Municipal Marketplace® Spring 2012 www.munimarketplace.com 53 lalewicz J,on ,.,' e exton If UNITY CAPITA( TM r wy. 33432 unitycapi tat @ ci ti. con yt ap!tal.com ,,ty 1,erwrlter !it; 561-347-32s4 ',corn +,.61-347.3256 N&CO. awon: ectric Power, 1'rFacilities, Health Care, `�Irial Dev, Public sportation, INRA SIPC e`'275 THE GAS Gi"®SAP, LLC Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member SIFMA FINRA SIPC 2500 N. Military Trl. Ste. 470 Boca Raton, FL 33431 Tel: 561.998-6590 Fax: 561-998-9002 Email: dkwright@gmsgroup.com www.gmsgroup.com DTC: 443 NSCC: 0443 Tax ID: 77-0606720 Clear Thru: Pershing Experience: Underwriter Main Office: Livingston, NJ Carmine Capone, SVP Regional Mgr Jeff Lenzi, SVP Trading INCAPITAL LLC Issue Specialization: Education, Electric Power, General Purpose, Public Facilities, Transportation, Utilities Member: SIFMA FINRA SIPC MSRB 1800 Military Trl. Boca Raton, FL 33431 Tel: 561-361-1100 Fax: 561-361-1201 www.incapital.com DTC: 0235 NSCC: 0235 Alpha: INCP Tax ID: 36-4312204 Clear Thru: RBC MUNICIPAL TRADING Charlie Paviolitis, Exec Dir, 561-361-1221 Fax: 561-361-1201 chades.pivolitis@Incapital.com J J KENNY ®RAKE A division of Dealerweb Inc. Atrium Financial Center 1515 N. Federal Hwy., Ste. 219 Boca Raton, FL 33432 Tel: 561-245-9600 Fax: 561-338-9515 http://fabkom.jjkennydrake.com DTC: 0161 NSCC: 0161 Alpha: JJKE Clear Thru: Merrill Lynch/Broadcort Main Office: New York, NY TRADERS Andrea Carminati Louise Harstad William Kobylarski Laurie Shelton -Scipio Clearwater WELLS FARGO SECURITIES Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities 2363 Gulf -to -Bay Blvd, Ste, 200 2nd FI. MAC: H3200-020 Clearwater, FL 33765 Fax: 727-953-1077 www,wellsfargo.com DTC: 2072 NSCC: 2072 Tax ID: 22-1147033 Experience: Underwriter Main Office: New York, NY PUBLIC FINANCE John Generalli, Mng Dir, 727-953-1073 iohn.generalll@wellsfargo.com David R. Thornton, Mng Dir, 727-953-1074 david.thornton @ wellsfargo,com Molly Clark, VP, 727-953-1075 molly,clark© wellsfargo.com Glenn Gough, VP, 727-953-1076 glenn,gough@wellsfargo.com J. Michael 011iff, VP, 727-953-1072 michael.olliff ©wellsfargo.com Charles Yadon, Analyst, 727-953-1080 charles.p.yadon@wellsfargo.com Julie Renfro, Admin Asst, 727-953-1071 julle.renfro@wellsfargo.com DEALERS & UNDERWRITERS FLORIDA Coral Gables COMPANY PROFILE as submitted by WELLS FARGO SECURITIES Please see Company Profile at the New York main office. BRANCH OFFICES: AZ: Phoenix CA: Los Angeles, San Francisco CO: Denver FL: Clearwater IL: Chicago MD: Baltimore MN: Minneapolis tylO: St. Louts NY: New York NC: Charlotte PA: Philadelphia TX: Dallas, Houston, San Antonio UT: Salt Lake City WA: Seattle Coral Gables BANK OF AMERICA MERRILL LYNCH Merrill Lynch, Pierce, Fenner & Smith Inc, Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities 355 Alhambra Cir. 1 Alhambra Plaza Coral Gables, FL 33134 Fax: 212-293-9533 www.ml.com PUBLIC FINANCE GROUP Jose R. Pagan, Mng Dir, 305-468-4336 Basilio J. Paneque, Mng Dir, 305-442-6275 The Bond Buyer's Municipal Marketplace® Spring 2014 www.munimarketplace.com 51 ON LI 3. CITI COMMUNITY CAPITAL gg8 S. Federal Hwy. Boca Raton, ital@cltl,com Email: askciticommuniryca p WW1,citicommunitycapital.com Tax ID: 84.0775574 Experience: Underwriter ORIGINATION Barry Krinsky, Dir, 561-347-3254 barry,krinsky @ cRLcom Darren ar �een.mth Smith, VP, 561-347.3256 da m D.A. DAVIDSON & CO. Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member SIFMA FINRA SIPC 433 Plaza Real, Ste. 275 Boca Raton, FL 33432 www.dadco,com DTC: 0361 NSCC: 0361 Alpha: DADA Tax ID: 81-0139474 Clear Thru: Self Clearing Experience: Underwriter Toni Hofacker, SVP, Inst Sales, 727-388-5136 thofacker@dadco.com Andy Kamm, SVP, Trading, 727-388-5135 akamm@dadco.com THE GMS GROUP, LLC Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member: SIFMA FINRA SIPC 2600 N. Military, Ste. 400 Boca Raton, FL 33431 Tel: 561-998-6590 Fax: 561-998-9002 Email: dkwright@gmsgroup,com www.gmsgroup.com DTC: 443 NSCC: 0443 Tax ID: 77-0606720 Clear Thru: Pershing Experience: Underwriter Main Office: Livingston, NJ Carmine Capone, SVP Regional Mgr Jeff Lenzi, SVP Trading J.J. KENNY DRAKE A division of Dealerweb Inc. Atrium Financial Center 1515 N. Federal Hwy., Ste. 219 BocaRaton, FL 33432 Tel: 561-245-9600 Fax: 561-338-9515 http://fabkom.jjkennydrake.com DTC: 0161. NSCC: 0161 Alpha: JJKE Clear Thru: Merrill Lynch/Broadcort Main Office: New York, NY TRADERS Andrea Carminati Louise Harstad William Kobylarskl Laurie Shelton -Scipio ® Clearwater WELLS FARGO SECURITIES Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities 2363 Gulf -to -Bay Blvd. Ste. 200 2nd FI. MAC: H3200-020 Clearwater, FL 33765 Fax: 727-953-1077 www.wellsfargo.com DTC: 2072 NSCC: 2072 Tax ID: 22-1147033 Experience: Underwriter Main Office: New York, NY PUBLIC FINANCE John GeneraIII, Mng Dir, 727-953-1073 john.generalli@wellsfargo.com David R. Thornton, Mng Dir, 727.953-1074 david.thornton@wellsfargo.com Molly Clark, VP, 727-953-1075 molly.clark@welisfargo.com Glenn Gough, VP, 727-953-1076 glenn.gough@wellsfargo.com J. Michael 011iff, VP, 727-953-1072 mIchael.ollIff@welisfargo.com Charles Yadon, Assoc, 727-953-1080 charies,p,yadon@wellsfargo.com The Bond Buyer's Municipal Marketplace® Spring 2015 DEALERS & UNDERWRITERS FLORIDA Coral Gables James Cook, Analyst, 727-953-1082 james.t.cook@wellsfargo.com Julie Renfro, Admin Asst, 727-953-1071 julle.renfro@wellsfargo.com COMPANY PROFILE as submitted by WELLS FARGO SECURITIES Please see Company Profile at the New York main office. BRANCH OFFICES: AZ: Phoenix 1 CA: Los Angeles, San Francisco CO: Denver FL: Clearwater IL: Chicago MD: Baltimore MN: Minneapolis MO: St. Louis NY: New York NC: Charlotte PA: Philadelphia TX: Dallas, Houston, San Antonio UT: Salt Lake City WA: Seattle ® Coral Gables BANK OF AMERICA MERRILL LYNCH Merrill Lynch, Pierce, Fenner & Smith Inc. Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities 355 Alhambra Cir. Coral Gables, FL 33134 Fax: 212-293-9533 PUBLIC FINANCE GROUP Jose R. Pagan, Mng Dir, 305-468-4336 Basilio J. Paneque, Mng Dir, 305-442-6276 www.munimarketplace.com 51 FORM G-37 Name of dealer: Wells Fargo Bank, N.A. Municipal Products Group Report Period: Third Quarter of 2015 State None State None I. CONTRIBUTIONS made to issuer officials (listed by state) Complete name, title (including any city/county/state or other political subdivision) of issuer official III MSRB Contributions by each contributor category (i.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals and non-MFP executive officers). For each contribution, list contribution amount and contributor category (For example, $500 contribution by non-MFP executive officer) If any contribution is the subject of an automatic exemption pursuant to Rule G-37(j), list amount of contribution and date of' such automatic exemption. II. PAYMENTS made to political parties of states or political subdivisions (listed by state) Complete name (including any city/county/state or other political subdivision) of political party Payments by each contributor category (i.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals, and non-MFP executive officers). For each payment, list payment amount and contributor category (For example, $500 payment by non-MFP executive officer) FORM G-37 Contribution State None III. CONTRIBUTIONS made to bond ballot campaigns (listed by state) Official name of bond ballot campaign and jurisdiction (including city/county/state or other political subdivision) for which municipal securities would be issued and the name of the entity issuing the municipal securities TMSRB Contributions, including the specific date the contributions were made, by each contributor category (i.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals and non-MFP executive officers). For each contribution, list contribution amount and contributor category (For example, $500 contribution by non-MFP executive officer) Reimbursement List below any payments or reimbursements, related to any disclosed bond ballot contribution, received by each broker, dealer or municipal securities dealer, municipal finance professional or non-MFP executive officer from any third party, including the amount paid and the name of the third party making such payments or reimbursements. None FORM G-37 ITMSRB IV. ISSUERS with which dealer has engaged in municipal securities business (listed by state) A. Municipal Securities Business State Complete name of issuer and Type of municipal securities business city/county (negotiated underwriting, agency offering, financial advisor, or remarketing agent) See Attachment B. Ballot -Approved Offerings Full issuer name and full issue description of any primary offering resulting from the bond ballot campaign to which each contributor category (i.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals and non-MFP executive officers) has made a contribution and the reportable date of selection on which the broker, dealer or municipal securities dealer was selected to engage in such municipal securities business. Full Issuer Name None Full Issue Description Reportable Date of Selection FORM G-37 III MSRB Signature: electronic Date: Oct 30, 2015 Name: Patricia Bredenkoetter Address: 550 South Tryon Street, 6th Floor, Charlotte, NC 28202 Phone: 314-875-7466 Submit two completed forms quarterly by due date (specified by the MSRB) to: Municipal Securities Rulemaking Board 1900 Duke Street, Suite 600 Alexandria, VA 22314 Attachment to 3Q15 Form G-37 Wells Fargo Bank, N.A. Municipal Products Group (MSRB #B0474) State Issuer Name Capacity AK CIVICVentures NU AL The Special Care Facilities Financing Authority of the City of Birmingham NU AZ Arizona School Facilities Board NU CA California Educational Facilities Authority NU CA County of Riverside NU CA Imperial Irrigation District NU CA North Kern/Cawelo Financing Authority NU CA San Francisco Bay Area Rapid Transit District NU CA State of California NU CA State Public Works Board of the State of California NU CA Trustees of the California State University NU CO Regional Transportation District NU CT Connecticut Housing Finance Authority NU DC District of Columbia NU FL City of Jacksonville, Florida NU FL City of Miami Beach, Florida NU FL Emerald Coast Utilities Authority NU FL Greater Orlando Aviation Authority NU FL JEA NU FL The School Board of Hillsborough County, Florida NU FL School Board of Marion County, Florida NU FL The School Board of Palm Beach County, Florida NU GA Municipal Electric Authority of Georgia NU GA Savannah Economic Development Authority NU ID Idaho Housing and Finance Association NU IL Illinois Finance Authority NU IN Indiana Finance Authority NU KS Kansas Development Finance Authority NU KS State of Kansas Department of Transportation NU MA Massachusetts Housing Finance Agency NU ME Maine Health and Higher Educational Facilities Authority NU ME Maine Municipal Bond Bank NU MI Wayne County Airport Authority NU MN Minnesota Housing Finance Agency NU MN Western Minnesota Municipal Power Agency NU NC City of Charlotte, North Carolina NU NC North Carolina Eastern Municipal Power Agency NU NC North Carolina Municipal Power Agency Number 1 NU NJ County of Ocean, New Jersey NU NJ New Jersey Educational Facilities Authority NU NM New Mexico Finance Authority NU NY Dormitory Authority of the State of New York NU NY Metropolitan Transportation Authority NU NY New York City Transitional Finance Authority NU NY New York Convention Center Development Corporation NU NY New York State Environmental Facilities Corporation NU NY New York State Housing Finance Agency NU NY New York State Housing Finance Agency NU/RA NY The City of New York NU OK Board of Regents of the University of Oklahoma NU OK Oklahoma Capitol Improvement Authority NU OR Oregon Health and Science University NU Attachment to 3Q15 Form G-37 Wells Fargo Bank, N.A. Municipal Products Group (MSRB #B0474) State Issuer Name Capacity OR Port of Morrow, Oregon NU OR State of Oregon Housing and Community Services Department NU PA City of Philadelphia, Pennsylvania NU PA Lehigh County General Purpose Authority NU PA Pennsylvania Housing Finance Agency NU SC City of Charleston, South Carolina NU SC City of Charleston Public Facilities Corporation NU SC City of Hartsville, South Carolina NU SC City of Sumter, South Carolina NU SC Dorchester County, South Carolina NU SC Georgetown County Water and Sewer District, South Carolina NU SC Piedmont Municipal Power Agency NU SC SCAGO Educational Facilities Corporation for Union School District NU SC Town of Fort Mill, South Carolina NU SC Town of Summerville, South Carolina NU TN Tennessee Housing Development Agency NU TX Alvin Independent School District RA TX Board of Regents of the University of North Texas System NU TX City of Austin, Texas NU TX City of Corpus Christi, Texas NU TX City of El Paso, Texas NU TX City of Garland, Texas NU TX City of Laredo, Texas NU TX City of San Antonio, Texas NU TX Clear Creek Independent School District RA TX Clifton Higher Education Finance Corporation NU TX Coma! Independent School District NU TX Gregory -Portland Independent School District NU TX Harris County, Texas NU TX Los Fresnos Consolidated Independent School District NU TX Love Field Airport Modernization Corporation NU TX Lower Colorado River Authority NU TX Montgomery Independent School District NU TX Northside Independent School District NU TX Pleasanton Independent School District NU TX Port Freeport NU TX Port of Houston Authority of Harris County, Texas NU TX Texas Transportation Commission NU UT Utah Housing Corporation NU VA Virginia Polytechnic Institute and State University NU WA State of Washington NU WA The Central Puget Sound Regional Transit Authority NU WA Washington Biomedical Research Properties 3,2 NU Legend: NU - Negotiated Underwriting RA - Remarketing Agent PA - Placement Agent FA - Financial Advisor Office of the Comptroller of the Currency Washington, DC 20219 CERTIFICATE OF CORPORATE EXISTENCE AND FIDUCIARY POWERS 1, Thomas J. Curry, Comptroller of the Currency, do hereby certify that: 1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations. 2. "Wells Fargo Bank, National Association," Sioux Falls, South Dakota (Charter No. 1), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking and exercise fiduciary powers on the date of this certificate. IN TESTIMONY WHEREOF, today, December 2, 2015, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia. Comptroller of the Currency , :r qI r 1 l 1. ��\' a,�.'1, A At FLo I EP' ,' ENT OP STATE Detail by Entity Name Designation of Registered Agent WELLS FARGO BANK, N.A. Filing Information Document Number Q95000000097 FEI/EIN Number 941347393 Date Filed 07/25/1995 State OC Status ACTIVE Principal Address 420 MONTGOMERY ST. SAN FRANCISCO CA 94163 Mailing Address 420 MONTGOMERY ST. SAN FRANCISCO CA 94163 Registered Agent Name & Address CORPORATION SERVICE COMPANY 1201 HAYS STREET TALLAHASSEE FL 32301-2525 US Name Changed: 09/07/2000 Address Changed: 09/07/2000 Officer/Director Detail Name & Address NONE Annual Reports No Annual Reports Filed Document Images Appendix II — Wells Fargo's Florida Negotiated Deal List (2009 through December 9, 2015) Wells Fargo Securities Negotiated Florida Municipal Underwriting Experience January 1, 2009 through December 9, 2015 Source: SDC Sale Date 11/20/15 11/20/15 11/19/15 11/19/15 10/15/15 10/01/15 09/23/15 09/10/15 08/13/15 08/05/15 07/29/15 07/24/15 07/08/15 07/08/15 07/01/15 07/01/15 06/19/15 06/17/15 06/04/15 05/21/15 05/21/15 05/21/15 05/21/15 05/21/15 05/14/15 04/29/15 04/29/15 04/16/15 04/10/15 04/01/15 04/01/15 03/26/15 03/19/15 03/11/15 02/26/15 02/24/15 02/11/15 02/04/15 02/04/15 01/22/15 01/15/15 01/09/15 01/08/15 12/17/14 12/11/14 12/10/14 12/05/14 12/03/14 12/03/14 11/12/14 10/24/14 10/17/14 10/09/14 09/19/14 09/05/14 Isar ($ mllhonN) Issuer 25.000 Hialeah City -Florida 21.145 Hialeah City -Florida 286.245 Miami Beach Redevelopment Agcy 35.850 Miami Beach Redevelopment Agcy 28.710 Bay Co -Florida 214.450 Greater Orlando Aviation Auth 62.970 Palm Beach Co School Board 52.285 Emerald Coast Utility Auth 55.095 Jacksonville City -Florida 100.625 Hillsborough Co SD 32.860 Marion Co School Board 99,590 Miami Beach City -Florida 33.205 Jacksonville Electric Authority 9.150 Jacksonville Electric Authority 48.385 UCF Convocation Corp 34.775 UCF Convocation Corp 72.415 Cape Coral City -Florida 115.770 Florida Municipal Power Agency (FMPA) 24.330 Sumter Co -Florida 300.000 Florida Citizens Prop Ins Corp 275.000 Florida Citizens Prop Ins Corp 225.000 Florida Citizens Prop Ins Corp 150.000 Florida Citizens Prop Ins Corp 50.000 Florida Citizens Prop Ins Corp 36.225 Collier Co School Board 65.970 Jacksonville Electric Authority 7.155 Jacksonville Electric Authority 77.015 Univ of So Florida (USF) Fin Corp 79,880 St Lucie Co SD 91.485 Manatee Co -Florida 12.605 Florida Governmental Utility Authority 221.640 Palm Beach Co School Board 96.420 Volusia Co Educational Fac Auth 15.943 Collier Co Housing Finance Auth 83.325 Jacksonville Electric Authority 200.000 Florida Municipal Power Agency (FMPA) 100,695 Brevard Co School Board 180.835 Tampa Bay Water Auth 95.975 Tampa Bay Water Auth 114.170 Orange Co School Board 50.330 Palm Beach Co Solid Waste Auth 170.805 Broward Co School Board 252.360 Broward Co School Board 306.820 Miami -Dade Co School Board 145.535 Palm Beach Co School Board 132.340 Orange Co School Board 60.220 Lee Co School Board 598.915 Miami -Dade Co -Florida 162.225 Miami -Dade Co -Florida 12.005 Osceola Co School Board 45.455 Indian River Co School Bd 85.010 Orlando City -Florida 20,625 Florida Governmental Utility Authority 62.310 Brevard Co School Board 29.020 Martin Co School Board Issue Description Special Obligation Revenue Bonds Special Obligation Ref Rev Bonds Tax Increment Revenue & Ref Bonds Tax Increment Revenue & Ref Bonds Water & Sewer Revenue Ref Bonds Airport Facilities Revenue Bonds Certificates of Participation Utility System Rev Ref Bonds Health Care Facs Revenue Bonds Ref Certificates of Participation Ref Certificates of Participation Stormwater Revenue. Bonds Electric System Revenue Bonds Electric System Revenue Bonds Refunding Revenue Bonds Refunding Revenue Bonds Water & Sewer Ref Rev Bonds Revenue Bonds Capital Improvement Revenue Bonds Coastal Account Sr Secured Bonds Coastal Account Sr Secured Bonds Coastal Account Sr Secured Bonds Coastal Account Sr Secured Bonds Coastal Account Sr Secured Bonds Ref Certificates of Participation Refunding Revenue Bonds Refunding Revenue Bonds Ref Certificates of Participation Sales Tax Refunding Rev Bonds Public Util Rev Ref & Imp Bonds Utility Refunding Revenue Bonds Certificates of Participation Educational Facilities Rev Bonds Multi -Family Mortgage Rev Bonds Electric System Revenue Bonds All Reqt Power Supply Proj Bonds Ref Certificates of Participation Utility System Ref Rev Bonds Utility System Ref Rev Bonds Certificates of Participation Refunding Revenue Bonds Certificates of Participation Certificates of Participation Certificates of Participation Certificates of Participation Certificates of Participation Certificates of Participation Aviation Revenue Refunding Bonds Aviation Revenue Refunding Bonds Certificates of Participation Ref Certificates of Participation Cap Imp Special Rev & Ref Bonds Utility Ref Rev Bonds Ref Certificates of Participation Ref Certificates of Participation Series Series 2015 A Series 2015 B Series 2015 A Series 2015 B Series 2015 Series 2015 A Series 2015 C Series 2015 Series 2015 Series 2015 A Series 2015 B Series 2015 Series Three 2015 B Series Three 2015 B Series 2015 A Series 2015 B Series 2015 Series 2015 B Series 2015 B Series 2015 A-2 Series 2015 A-1 Series 2015 A-1 Series 2015 A-1 Series 2015 A-1 Series 2015 Issue 2 Series 26 Issue 2 Series 27 Series 2012 A Series 2015 Series 2015 Series 2015 Series 2015 D Series 2015 Series 2015 A B C Series Three 2015 A Series 2015 A Series 2015 B & C Series 2015 A Series 2015 B Series 2015 D Series 2015 Series 2015 B Series 2015 A Series 2015 A Series 2015 B Series 2015 C Series 2014 B Series 2014 A Series 2014 B Series 2014 A Series 2014 A Series 2014 B-D Series 2014 Series 2014 Series 2014 A Wells Fargo's Role CO-MGR CO-MGR CO-MGR CO-MGR SENIOR CO-MGR CO-MGR CO-MGR SOLE SENIOR CO-MGR SENIOR CO-MGR CO-MGR CO-MGR CO-MGR CO-MGR SENIOR CO-MGR CO-MGR CO-MGR CO-MGR CO-MGR CO-MGR CO-MGR CO-MGR CO-MGR SENIOR CO-MGR SENIOR SOLE CO-MGR CO-MGR SOLE CO-MGR SENIOR CO-MGR CO-MGR CO-MGR CO-MGR CO-MGR CO-MGR CO-MGR CO-MGR CO-MGR CO-MGR CO-MGR SENIOR SENIOR SOLE CO-MGR CO-MGR SOLE SENIOR CO-MGR Wells Fargo Securities Negotiated Florida Municipal Underwriting Experience January 1, 2009 through December 9, 2015 Source: SDC Sale Date 08/20/14 08/19/14 08/15/14 08/15/14 06/26/14 06/18/14 06/05/14 05/15/14 05/13/14 05/07/14 05/07/14 03/19/14 03/13/14 03/06/14 02/26/14 02/12/14 01/16/14 09/11/13 09/11/13 08/14/13 08/14/13 07/26/13 07/26/13 07/23/13 07/19/13 06/07/13 05/31/13 05/02/13 04/26/13 04/12/13 04/12/13 04/10/13 03/21/13 03/21/13 03/15/13 03/15/13 03/15/13 03/15/13 03/15/13 03/15/13 03/01/13 02/22/13 02/21/13 01/25/13 01/24/13 01/18/13 01/09/13 12/14/12 12/07/12 12/07/12 12/07/12 11/30/12 11/30/12 11/16/12 11/14/12 Par ($ millions)Issuer 170.895 Miami Beach Health Facs Auth 29.040 Pembroke Pines City -Florida 72.340 Lee Co School Board 55.885 SE Overtown/Park West Comm RedevAgency 300.200 Jacksonville Electric Authority 166,010 Palm Beach Co School Board 63.925 Jacksonville Electric Authority 88,790 Jacksonville Electric Authority 63.756 Lakeland City -Florida 181.320 Miami -Dade Co -Florida 20,150 Miami -Dade Co -Florida 63.840 Orange Co School Board 328.130 Miami -Dade Co -Florida 72.460 Jacksonville Electric Authority 57.000 Sunshine State Govt Fin Commiss 43.470 Polk Co SD 287.920 Jacksonville Electric Authority 255.965 Miami -Dade Co -Florida 126.685 Miami -Dade Co -Florida 197.165 Jacksonville Electric Authority 19.290 Orange Co School Board 173.925 Jacksonville Electric Authority 29.710 Jacksonville Electric Authority 105,445 Miami -Dade Co Health Facs Auth 492.665 Miami -Dade Co -Florida 43.330 Jacksonville Electric Authority 41.880 Osceola Co School Board 20,285 Alachua Co School Board 96.225 Jacksonville Electric Authority 91.320 Brevard Co School Board 50,900 Brevard Co School Board 2,000.000 Florida Hurricane Catastrophe Fin 68.230 Miami -Dade Co School Board 8.160 Miami -Dade Co School Board 26.065 Florida Governmental Utility Authority 19.675 Florida Governmental Utility Authority 17.495 Florida Governmental Utility Authority 1.260 Florida Govemmental Utility Authority .595 Florida Governmental Utility Authority .465 Florida Governmental Utility Authority 13.000 Orange Co Industrial Dev Auth 77.255 St Lucie Co School Board 79.640 Manatee Co -Florida 203.255 Jacksonville Electric Authority 166.490 Hillsborough Co Ind Dev Auth 59.330 Jacksonville Electric Authority 33.480 St Johns Co School Board 174.315 Orlando -Orange Co Expressway Au 44.725 Miami City -Florida 31.080 Florida Govemmental Utility Authority 20,275 Florida Governmental Utility Authority 669.670 Miami -Dade Co -Florida 106.845 Miami -Dade Cc -Florida 201.925 Orlando -Orange Co Expressway Au 34.860 Florida Municipal Loan Council Issue Description Hospital Revenue & Ref Bonds Public Improvement Rev Ref Bonds Certificates of Participation Tax Increment Revenue Bonds Water & Sewer System Rev Bonds Certificates of Participation Revenue Bonds Revenue Bonds Electric & Water Revenue Bonds Seaport Revenue Bonds Seaport Revenue Bonds Certificates of Participation Aviation Revenue Refunding Bonds Bulk Power Supply Sys Rev Bonds Revenue Bonds Sales Tax Revenue Ref Bonds Electric System & Sub Rev Bonds Seaport Revenue & Ref Bonds Seaport Revenue & Ref Bonds Electric Sys & Sub Revenue Bonds Certificates of Participation Water & Sewer Sys & Sub Rev Bonds Water & Sewer System Rev Bonds Hospital Rev Refunding Bonds Water & Sewer Sys Rev & Ref Bonds District Energy Sys Ref Rev Bonds Certificates of Participation Ref Certificates of Participation Electric Sys Revenue & Sub Bonds Ref Certificates of Participation Ref Certificates of Participation Revenue Bonds Certificates of Participation Certificates of Participation Utility Revenue Bonds Utility Revenue Bonds Utility Revenue Bonds Utility Revenue Bonds Utility Revenue Bonds Utility Revenue Bonds Industrial Development Rev Bonds Ref Certificates of Participation Rev Ref & Improvement Bonds Electric Sys & Sub Revenue Bonds Hospital Revenue Refunding Bonds Electric System Sub Rev Bonds Certificates of Participation Refunding Revenue Bonds Special Oblig Revenue Ref Bonds Utility Refunding Revenue Bonds Utility Refunding Revenue Bonds Aviation Revenue Refunding Bonds Aviation Revenue Refunding Bonds Refunding Revenue Bonds Refunding & Improvement Rev Bonds Series Series 2014 Series 2014 Series 2014 A Series 2014 A 1-2 2014 Series A Series 2014 B Issue 3 Series Eight Issue Three Ser 7 Series 2014 Series 2014 A Series 2014 B Series 2014 A Series 2014 Series 2014 A Series 2011 B & C- 1 Series 2014 Series Three & 2014A Series 2013 A & C Series 2013 B & D Ser Three 2013 C & D Series 2013 A 2013 Series A 2013 Series B Series 2013 Series 2013 A & B 2013 Series A Series 2013 A Series 2013 Ser Three 2013 B & C Series 2013 A Series 2013 B Series 2013 A Series 2013 A Series 2013 B Series 2013 A Series 2013 A Series 2013 A Series 2013 B Series 2013 B Series 2013 B Series 2013 Series 2013 A Series 2013 Ser Three 2013 A & B Series 2012 A 2013 Series A Series 2013 Series 2013 B Series 2012 Series 2012 Series 2012 Series 2012 A Series 2012 B Series 2012 Series 2012 B 1&2 Wells Fargo's Role CO-MGR SENIOR SENIOR SOLE CO-MGR CO-MGR CO-MGR CO-MGR SOLE CO-MGR CO-MGR CO-MGR CO-MGR CO-MGR CO-MGR SOLE SENIOR CO-MGR CO-MGR CO-MGR CO-MGR CO-MGR CO-MGR CO-MGR CO-MGR CO-MGR SENIOR SENIOR SENIOR CO-MGR CO-MGR CO-MGR CO-MGR CO-MGR SOLE SOLE SOLE SOLE SOLE SOLE SOLE SENIOR SENIOR CO-MGR CO-MGR CO-MGR CO-MGR CO-MGR SOLE SOLE SOLE CO-MGR CO-MGR CO-MGR SOLE Wells Fargo Securities Negotiated Florida Municipal Underwriting Experience January 1, 2009 through December 9, 2015 Source: SDC Sale Date 12/17/10 12/17/10 12/17/10 12/17/10 12/15/10 12/15/10 12/08/10 11/24/10 11/24/10 11/17/10 10/27/10 10/21/10 10/21/10 10/21/10 09/30/10 09/30/10 09/30/10 09/30/10 09/30/10 09/23/10 08/25/10 08/25/10 08/25/10 08/13/10 08/11/10 08/11/10 08/11/10 07/22/10 07/22/10 07/22/10 07/21/10 07/15/10 06/17/10 05/13/10 04/20/10 04/07/10 04/07/10 03/24/10 03/24/10 03/24/10 03/19/10 03/19/10 03/18/10 03/10/10 03/09/10 02/25/10 02/23/10 02/10/10 01/14/10 01/14/10 01/14/10 12/15/09 12/10/09 12/10/09 12/09/09 Par ($ millions) Issuer 45.300 Manatee Co -Florida 17.925 Manatee Co -Florida 8.190 Manatee Co -Florida 6.720 Manatee Co -Florida 15.140 Unly of So Florida (USF) Fin Corp 2.860 Univ of So Florida (USF) Fin Corp 40.280 Miami -Dade Co -Florida 12.535 Florida Govemmental Utility Authority 6.315 Florida Governmental Utility Authority 38,050 Miami -Dade Co -Florida 283.610 Orlando -Orange Co Expressway Au 73.760 Jacksonville Electric Authority 45.520 Jacksonville Electric Authority 3.480 Jacksonville Electric Authority 200.310 Jacksonville Electric Authority 121.145 Florida Governmental Utility Authority 79,830 Jacksonville Electric Authority 13,765 Jacksonville Electric Authority 2.760 Florida Governmental Utility Authority 38.675 Tampa City -Florida 187.590 Miami -Dade Co -Florida 70,070 Sarasota Co School Board 29.670 Miami -Dade Co -Florida 27.730 Florida Municipal Loan Council 71.115 Miami -Dade Co -Florida 15.925 Miami -Dade Co -Florida 13.805 Miami -Dade Co -Florida 503.020 Miami -Dade Co -Florida 52.475 Florida Governmental Utility Authority 9.965 Florida Govemmental Utility Authority 220.860 Jacksonville Electric Authority 81.445 Jacksonville Electric Authority 201.125 Orlando -Orange Co Expressway Au 675.920 Florida Hurricane Catastrophe Fin 40.500 Osceola Co School Board 71.415 Orlando Community RedevAgency 4.760 Orlando Community Redev Agency 1,550.000 Florida Citizens Prop Ins Corp 500.000 Florida Citizens Prop Ins Corp 350.000 Florida Citizens Prop Ins Corp 334.565 Orlando -Orange Co Expressway Au 97,545 Hillsborough Co School Board 48,140 Jacksonville Electric Authority 64.245 Jacksonville Electric Authority 57.155 Polk Co School Board 24,665 Florida Governmental Utility Authority 594,330 Miami -Dade Co -Florida 239.755 Miami -Dade Co -Florida 83,115 Jacksonville Electric Authority 45,780 Jacksonville Electric Authority 24.220 Jacksonville Electric Authority 26.950 Lee Co School Board 38,925 Pensacola City -Florida 6.715 Pensacola City -Florida 35,165 Osceola Co School Board Issue Description Public Utilities Rev Imp Bonds Public Utilities Rev Imp Bonds Public Utilities Rev Imp Bonds Public Utils Rev Ref & Imp Bonds Master Lease Prog Cert of Part Master Lease Prog Cert of Part Cap Asset Acq Spec Oblig Bonds Utility Revenue Refunding Bonds Utility Refunding Revenue Bonds Cap Asset Acq Spcl Oblig Bonds Revenue Bonds Water & Sewer Sys Sub & Rev Bonds Water and Sewer Sys Rev Bonds Water & Sewer System Rev Bonds Electric Sys Rev & Sub Rev Bonds Utility Refunding Revenue Bonds Electric Sys Rev & Sub Rev Bonds Electric System Sub Revenue Bonds Utility Refunding Revenue Bonds Sales Tax Refunding Revenue Bonds Transit System Sales Surtax Bonds Certificates of Participation Transit System Sales Surtax Bonds Revenue Bonds Capital Asset Actn Special Oblig Capital Asset Actn Special Oblig Capital Asset Actn Special Oblig Aviation Revenue Bonds Utility Revenue Bonds Utility Revenue Bonds Water & Sewer Sys & Sub Rev Bonds Elec Sys & Subordinated Rev Bonds Refunding Revenue Bonds Revenue Bonds Certificates of Participation Tax Increment Revenue Bonds Tax Increment Revenue Bonds High -Risk Acct Sr Secured Bonds High -Risk Acct Sr Secured Bonds High -Risk Acct Sr Secured Bonds Revenue Bonds Ref Certificates of Participation Bulk Power Supply Sys Rev Bonds Electric System Revenue Bonds Ref Certificates of Participation Utility Revenue Bonds Water & Sewer System Rev Bonds GO Double -Barreled Aviation Bonds Water and Sewer System Rev Bonds Water and Sewer System Rev Bonds Water and Sewer System Rev Bonds Certificates of Participation Redevelopment Revenue Bonds Redevelopment Revenue Bonds Certificates of Participation Series Series 2010 B Series 2010 A Series 2010 D Series 2010 C Series 2010 B Series 2010 A Series 2010 D Series 2010 Series 2010 Series 2010 E Series 2010 C Series 2010 B & E 2010 Series F 2010 Series G Ser32010D&C Series 2010 B Ser32010E&D 2010 Series E Series 2010 A Series 2010 Series 2010 B Series 2010 B Series 2010 A Series 2010 A-D Series 2010 B Series 2010 A Series 2010 C Series 2010 B Series 2010 B Series 2010 A 2010 Series A & D 2010 A&B Three B&C Series 2010 B Series 2010 A Series 2010 A Series 2010 B Series 2010 A Series 2010 A-1 Series 2010 A-2 Series 2010 A-3 Series 2010 A Series 2010 A Series 2010 A Series Three 2010 A Series 2010 A & B Series 2010 Series 2010 Series 2010 2010 Series A 2010 Series C 2010 Series B Series 2009 A Series 2009 B Series 2009 A Series 2009 A Well§ Fergo's Role CO-MGR CO-MGR CO-MGR CO-MGR CO-MGR CO-MGR CO-MGR SOLE SOLE CO-MGR CO-MGR CO-MGR CO-MGR CO-MGR CO-MGR SENIOR CO-MGR CO-MGR SENIOR CO-MGR CO-MGR CO-MGR CO-MGR SENIOR CO-MGR CO-MGR CO-MGR CO-MGR SOLE SOLE SENIOR CO-MGR CO-MGR CO-MGR SENIOR CO-MGR CO-MGR CO-MGR CO-MGR CO-MGR CO-MGR SENIOR CO-MGR CO-MGR CO-MGR SOLE CO-MGR CO-MGR CO-MGR CO-MGR CO-MGR SOLE SENIOR SENIOR CO-MGR Wells Fargo Securities Negotiated Florida Municipal Underwriting Experience January 1, 2009 through December 9, 2015 Source: SDC Sale Date 12/03/09 12/02/09 12/02/09 11/19/09 11/19/09 11/06/09 09/17/09 09/17/09 08/27/09 08/27/09 08/06/09 07/29/09 07/29/09 07/13/09 07/08/09 07/01/09 07/01/09 06/02/09 05/15/09 05/14/09 05/01/09 05/01/09 04/24/09 04/21/09 04/16/09 04/16/09 04/16/09 03/31/09 03/25/09 03/13/09 03/13/09 02/27/09 02/26/09 02/20/09 Par millions) Issuer 56.585 Florida Municipal Power Agency (FMPA) 70.330 Jacksonville City -Florida 37.310 Jacksonville City -Florida 114.555 Jacksonville Electric Authority 27.675 Jacksonville Electric Authority 42.430 Duval Co School Board 251.975 Miami -Dade Co -Florida 69.765 Miami -Dade Co -Florida 40.000 Orlando City -Florida 27.915 Orlando City -Florida 62.120 Jacksonville Electric Authority 46.755 Polk Co School Board 36.985 Polk Co School Board 100.000 Miami -Dade Co -Florida 68.115 Palm Beach Co -Florida 198.970 Miaml-Dade Co -Florida 10.220 Miami -Dade Co -Florida 50.135 Jacksonville Electric Authority 109.415 Clearwater City -Florida 47.065 Manatee County School Board 1,021.000 Florida Citizens Prop Ins Corp 625.000 Florida Citizens Prop Ins Corp 600.000 Miami -Dade Co -Florida 64.305 Jacksonville Electric Authority 261.545 Palm Beach Co Solid Waste Auth 154.480 Florida Municipal Power Agency (FMPA) 15,235 Florida Municipal Power Agency (FMPA) 15.000 Alachua Co -Florida 65.515 Jacksonville Electric Authority 203.800 Miami -Dade Co -Florida 75.625 Sarasota Co School Board 107.710 Florida Governmental Utility Authority 185.000 Orange Co School Board 213.760 Jacksonville Electric Authority Issue Description Project Revenue Bonds Special Revenue Bonds Special Revenue Bonds Electric System Sub & Rev Bonds Electric System Sub Revenue Bonds Certificates of Participation Transit System Sales Rev Bonds Transit System Sales Rev Bonds Capital Imp Special Revenue Bonds Capital Imp Spec Rev & Ref Bonds Electric System Revenue Bonds Certificates of Participation Certificates of Participation Pro Sports Facilities Rev Bonds Water & Sewer Revenue Bonds Sports Facs Tax Rev Ref Bonds Sports Facs Tax Rev Ref Bonds Elc Sys Subordinated Rev Bonds Water & Sewer Revenue & Ref Bonds Certificates of Participation High -Risk Senior Secured Bonds High -Risk Senior Secured Bonds Aviation Revenue Bonds Revenue Bonds Improvement Revenue Bonds Power Supply Proj Revenue Bonds Power Supply Proj Revenue Bonds Wild Spaces Pub Places Rev Bonds Electric System Sub Revenue Bonds General Obligation Bonds Certificates of Participation Utility Revenue Bonds Certificates of Participation Elc Sys Rev & Sub Rev Bonds Series Series 2009 A Series 2009 C-1 Series 2009 C-2 Ser Three 09 D & F 2009 Series G Series 2009 A Series 2009 B Series 2009 A Series 2009 C Series 2009 A & B Ser 3 09 B,C & 09 E Series 2009 A Series 2009 B Series 2009 E Series 2009 Series 2009 A & C Series 2009 B & D 2009 Series D Series 2009 A & B Series 2009 Series 2009 A-1 Series 2009 A-2 Series 2009 A & B Iss Three Ser Three Series 2009 Series 2009 A Series 2009 B Series 2009 2009 Series C Series 2008 B-1 Series 2009 Series 2009 Series 2009 A Ser Three 09A & SerB Wells Fargo`s Role SENIOR SENIOR SENIOR CO-MGR CO-MGR CO-MGR SENIOR SENIOR CO-MGR CO-MGR CO-MGR CO-MGR CO-MGR CO-MGR SENIOR CO-MGR CO-MGR CO-MGR SENIOR CO-MGR CO-MGR CO-MGR CO-MGR CO-MGR CO-MGR CO-MGR CO-MGR SOLE CO-MGR CO-MGR CO-MGR SOLE CO-MGR CO-MGR Appendix III — Relevant Deal Team Experience Lists Sale Date Par ($MM) issuer . • • . •C 1 . :.. 1 . - : - - 1 e t67V1iTiMr ... e . . 1 . • urecar4111t: Issue Description Series 11/20/15 25.000 Hialeah City -Florida Special Obligation Revenue Bonds Series 2015 A 1 Hialeah City -Florida Special Obligation Ref Rev Bonds Series 2015 • :. Miami Beach Redevelopment Agcy Tax Increment Revenue & Ref Bonds Series 2015' • 35.850 Miami Beach Redevelopment Agcy Tax Increment Revenue & Ref Bonds Series 2015 1 99.590 Miami Beach City -Florida Stormwater Revenue Bonds Series 2015 1 . Cape Coral City -Florida Water & Sewer Ref Rev Bonds Series 2015 12/17/14 306.820 Miami -Dade Co School Board Certificates of Participation Series 2015' / • : Miami -Dade Co -Florida Aviation Revenue Refunding Bonds Series 2014 1 Miami -Dade Co -Florida Aviation Revenue Refunding Bonds Series 2014 1 85.010 Orlando City -Florida Cap Imp Special Rev & Ref Bonds Series 2014= 1 : 29.040 Pembroke Pines City -Florida Public Improvement Rev Ref Bonds Series 2014 1: SE Overtown/Park West Comm RedevAgency Tax Increment Revenue Bonds Series 2014' 1-2 Lakeland City -Florida Electric & Water Revenue Bonds Series 2014 05/13/14 63.756 / 1 • 1 Miami -Dade Co -Florida Seaport Revenue BondsSeries 1 ' 1 1 1 1 Miami -Dade Co -Florida Seaport Revenue Bonds Series 2014 Miami -Dade Co School Board Certificates of Participation Series 2013 A 03/21/13 68.230 1 .1 Miami -Dade Co School Board Certificates of Participation Series 2013 1 1 Miami -Dade Co -Florida Aviation Revenue Refunding Bonds Series 2014 Sunshine State Govt Fin Commiss Revenue Bonds Series 2011 B & C- 1 02/26/14 57.000 1 • •. Miami -Dade Co -Florida Seaport Revenue & Ref Bonds Series 2013' 1 • . • : Miami -Dade Co -Florida Seaport Revenue & Ref Bonds Series 2013 1 •. Miami -Dade Co -Florida Water & Sewer Sys Rev & Ref Bonds Series 2013 1 Miami City -Florida Special Oblig Revenue Ref Bonds Series 2012 11/30/12 669.670 Miami -Dade Co -Florida Aviation Revenue Refunding Bonds Series 2012 A Miami -Dade Co -Florida Aviation Revenue Refunding Bonds Series 2012 B 11/30/12 106.845 Florida Municipal Loan Council Refunding & Improvement Rev Bonds Series 2012 B 1&2 34.860 1 • ••1 D..e Co -Florida Sub Special Oblig Refunding Bonds 1 10/24/12 41.620 Florida Municipal Loan Council Refunding & Imp Revenue Bonds Series 2012 A Jacksonville Port Authority Revenue &Refunding Bonds Series 2012 09/13/12 87.410 Jacksonville City -Florida Better Jacksonville Ref Rev Bonds Series 2012 A 08/01/12 114.890 1. • 11 Dunedin City -Florida Water & Sewer Revenue Ref Bonds Series 2012 1 : 1 1 1 Jacksonville City -Florida Jacksonville Sales Tax Ref Rev Bd Series 2012 Jacksonville City -Florida Transportation Ref Rev Bonds Series 2012 A & B 03/22/12 209.390 1 :/12 19.365 Clearwater City -Florida Stormwater System Rev Ref Bonds Series 2012 1 • 1 . • 1 Cape Coral City -Florida Water & Sewer Refunding Rev Bonds Series 2011 1: 121.050 Tampa City -Florida Wtr & Swr Sys Imp & Ref Rev Bonds Series 2011 17/28/11 47.025 Clearwater City -Florida Water & Sewer Rev Ref Bonds Series 2011 1 Florida Municipal Loan Council Revenue Bonds Series 2011 13/11/11 139.055 Miami -Dade Co School Board Certificates of Participation Series 2011 1 • • 1 Miami -Dade Co School Board Certificates of Participation Series 2011 12/23/11 5.825 Florida Municipal Loan Council Revenue Refunding Bonds Series 2011= 1-2 Miami -Dade Co -Florida Cap Asset Acq Spec Oblig Bonds Series 2010 D 12/08/10 40.280 1 38.050 Miami -Dade Co -Florida Cap Asset Acq Spcl Oblig Bonds Series 2010 1 • 1 38.675 Tampa City -Florida Sales Tax Refunding Revenue Bonds Series 2010 Miami -Dade Co -Florida Transit System Sales Surtax Bonds Series 2010 B 08/25/10 187.590 08/25/10 29.670 Miami -Dade Co -Florida Transit System Sales Surtax Bonds Series 2010 ' 1: 1 27.730 Florida Municipal Loan Council Revenue Bonds Series 2010 Miami -Dade Co -Florida Capital Asset Actn Special Oblig Series 2010 B 08/11/10 08/11/10 Miami -Dade Co -Florida Capital Asset Actn Special Oblig Series 2010 ` 08/11/10 13,805 Miami -Dade Co -Florida Capital Asset Actn Special Oblig Series 2010 1 1 503.020 Miami -Dade Co -Florida Aviation Revenue Bonds Series 2010 04/07/10 71.415 Orlando Community Redev Agency Tax Increment Revenue Bonds Series 2010 B 1 1 1 4.760 Orlando Community RedevAgency Tax Increment Revenue Bonds Series 2010 02/23/10 594.330 Miami -Dade Co -Florida Water & Sewer System Rev Bonds Series 2010 02/10/10 239,755 Miami -Dade Co -Florida GO Double -Barreled Aviation Bonds Series 2010 Sate Date •• •e•l le :.1.• ►• • •.. u .1 '. 107/44117T-1114ToqIIIIIIIIIIIIIMINIll Par M Issuer Issue Description Series 12/10/09 38.925 Pensacola City -Florida Redevelopment Revenue Bonds Series 2009 B 12/10/09 6.715 Pensacola City -Florida Redevelopment Revenue Bonds Series 2009 A 12/02/09 70.330 Jacksonville City -Florida Special Revenue Bonds Series 2009 C-1 12/02/09 37.310 Jacksonville City -Florida Special Revenue Bonds Series 2009 C-2 09/17/09 251.975 Miami -Dade Co -Florida Transit System Sales Rev Bonds Series 2009 B 09/17/09 69.765 Miami -Dade Co -Florida Transit System Sales Rev Bonds Series 2009 A 08/27/09 40.000 Orlando City -Florida Capital Imp Special Revenue Bonds Series 2009 C 08/27/09 27.915 Orlando City -Florida Capital Imp Spec Rev& Ref Bonds Series 2009 A & B 07/13/09 100.000 Miami -Dade Co -Florida Pro Sports Facilities Rev Bonds Series 2009 E 07/01/09 198.970 Miami -Dade Co -Florida Sports Facs Tax Rev Ref Bonds Series 2009 A & C 07/01/09 10.220 Miami -Dade Co -Florida Sports Facs Tax Rev Ref Bonds Series 2009 B & D 05/15/09 109.415 Clearwater City -Florida Water & Sewer Revenue & Ref Bonds Series 2009 A & B 04/24/09 600.000 Miami -Dade Co -Florida Aviation Revenue Bonds Series 2009 A & B 03/13/09 203.800 Miami -Dade Co -Florida General Obligation Bonds Series 2008 B-1 02/12/09 310.055 Miami -Dade Co School Board Certificates of Participation Series 2009 A 11/20/08 306.845 Miami -Dade Co -Florida Water & Sewer Sys Rev Ref Bonds Series 2008 C 08/01/08 35.780 Pensacola City -Florida Airport Revenue Bonds Series 2008 07/31/08 57.770 Miami -Dade Co School Board Certificates of Participation Series 2008 C 07/11/08 442.855 Miami -Dade Co -Florida Wtr & Swr Sys Rev & Ref Bonds Series 2008 A & B 06/30/08 67.285 Jacksonville City -Florida Capital Projects Revenue Bonds Series 2008 A 06/05/08 433.565 Miami -Dade Co -Florida Airport Aviation Revenue Bonds Series 2008 A 06/05/08 166.435 Miami -Dade Co -Florida Airport Aviation Revenue Bonds Series 2008 B 05/14/08 5.015 Port St Lucie City -Florida Sales Tax Refunding Revenue Bonds Series 2008 03/24/08 64.095 Pembroke Pines City -Florida Charter School Revenue Bonds Series 2008 03/20/08 23.685 Orlando City -Florida Capital Imp Ref Special Rev Bonds Series 2008 A & B 03/03/08 87.270 Orlando City -Florida Sub Tourist Dev Tax Revenue Bonds Series 2008 C 02/28/08 190.250 Orlando City -Florida Senior Tourist Dev Tax Rev Bonds Series 2008 A 02/28/08 33.365 Orlando City -Florida Sub Tourist Dev Tax Rev Bonds Series 2008 B 01/16/08 38.345 Palm Bay City -Florida Special Obligation Bonds Series 2008 12/05/07 367.700 Miami -Dade Co -Florida Aviation Revenue Refunding Bonds Series 2007 C 12/05/07 43.650 Miami -Dade Co -Florida Aviation Revenue Refunding Bonds Series 2007 D 11/30/07 51,240 Tampa City -Florida Water & Sewer System Rev Bonds Series 2007 11/08/07 164.460 Tallahassee City -Florida Consolidated Util Sys Rev Bonds Series 2007 09/06/07 119.445 Port St Lucie City -Florida Utility Sys Ref & Imp Rev Bonds Series 2007 08/30/07 13.480 Lauderhill City -Florida Certificates of Participation Series 2007 08/24/07 50.815 Florida Municipal Loan Council Revenue Bonds Series 2007 A 08/09/07 203.230 Tallahassee City -Florida Energy System Revenue Bonds Series 2007 08/01/07 16.325 Tampa City -Florida Revenue Bonds Series 2007 07/11/07 20.435 Callaway City -Florida Capital Improvement Rev Bonds Series 2007 06/21/07 108.705 Miami -Dade Co -Florida Guar Entitlement Ref Rev Bonds Series 2007 05/17/07 551.080 Miami -Dade Co -Florida Aviation Revenue Bonds Series 2007 A 05/17/07 48.920 Miami -Dade Co -Florida Aviation Revenue Bonds Series 2007 B 05/10/07 210.270 Miami -Dade Co -Florida Cap Asset Acqui Spec Oblig Bonds Series 2007 A 05/09/07 101.265 Miami -Dade Co School Board Certificates of Participation Series 2007 B 04/24/07 316.515 Miami -Dade Co School Board Certificates of Participation Series 2007 A 03/28/07 44.560 Port St Lucie City -Florida Certificates of Participation Series 2007 03/23/07 18.645 Bradenton City -Florida Special Obligation Revenue Bonds Series 2007. 03/21/07 45,725 Tampa City -Florida Occupational License Tax Bonds Series 2007 02/06/07 6.635 Port St Lucie City -Florida Special Assessment Bonds Series 2007 A 01/10/07 26.805 Pembroke Pines City -Florida Capital Improvement Revenue Bonds Series 2007 12/27/06 26.258 North Miami -Florida Health Care Facs Rev Bonds Series 2006 A,B1,B2 12/20/06 34,680 Fort Myers City -Florida Improvement Refunding Rev Bonds Series 2007 12/19/06 22.365 Florida Municipal Loan Council Revenue Bonds Series 2006 12/01/06 35.197 Port St Lucie City -Florida Utility Sys Refunding Rev Bonds Series 2006 A 12/01/06 58.195 Fort Myers City -Florida Improvement & Ref Rev Bonds Series 2006 Wells Sale Da e Par ($MIIIIVI) Fargo's Supporting Bankers' Relevant Florida Municipal Experience Since 2005 Issuer Issue Description Series 11/15/06 45.050 Pembroke Pines City -Florida Capital Improvement Rev Ref Bonds Series 2006 11/03/06 29.720 Pembroke Pines City -Florida Public Improvement Rev Ref Bonds Series 2006 11/01/06 25.185 Port St Lucie City -Florida Special Asssessment Bonds Series 2006 A 10/25/06 185.000 Cape Coral City -Florida Water and Sewer Revenue Bonds Series 2006 09/19/06 18.365 Palm Bay City -Florida Sales Tax Revenue Bonds Sereis 2006 08/24/06 54.835 Panama City Beach -Florida Capital Improvement Revenue Bonds Series 2006 08/11/06 44.545 Port St Lucie City -Florida General Obligation Bonds Series 2006 06/21/06 45.000 Tampa City -Florida Revenue Bonds Series 2006 06/09/06 8.350 Sanibel City -Florida General Obligation Bonds Series 2006 06/07/06 60.000 Cape Coral City -Florida Special Obligation Rev Bonds Series 2006 04/28/06 53.665 Miami -Dade Co School Board Certificates of Participation Series 2006 C 03/28/06 38.925 Fort Myers City -Florida Utility Sys Revenue Bonds Series 2006 03/01/06 201.080 Miami -Dade Co School Board Certificates of Participation Series 2006 A 01/24/06 75.000 Leesburg City -Florida Hospital Revenue Bonds Series 2006 01/17/06 13.665 Fort Pierce City -Florida Stormwater Utility Sys Rev Bonds Series 2006 12/15/05 8.275 Boynton Beach Comm RedevAgency Tax Increment Revenue Bonds Series 2005 B 12/15/05 3.000 Boynton Beach Comm RedevAgency Tax Increment Revenue Bonds Series 2005 A 12/08/05 15.000 Tamarac City -Florida Capital Improvement Rev Bonds Series 2005 11/22/05 128.920 Tallahassee City -Florida Energy Sys Revenue Bonds Series 2005 10/27/05 23.395 Tampa City -Florida Revenue Bonds Series 2005 A 10/27/05 .325 Tampa City -Florida Revenue Bonds Series 2005 B 10/20/05 538.245 Miami -Dade Co -Florida Aviation Revenue Refunding Bonds Series 2005 A&B 10/20/05 61.755 Miami -Dade Co -Florida Aviation Revenue Refunding Bonds Series 2005 C 09/28/05 295.240 Miami -Dade Co -Florida .. Water & Sewer Sys Rev Ref Bonds Series 2005 09/28/05 17.260 Palm Bay City -Florida Utility System Imp Revenue Bonds Series 2005A 09/16/05 18.725 Port St Lucie City -Florida Special Assessment Bonds Series 2005A 09/15/05 47.000 Pembroke Pines City -Florida General Obligation Bonds Series 2005 09/09/05 24.160 Palm Bay City -Florida Utility Sys Refunding Rev Bonds Series 2005B Walker McQuage's Relevant Florida Municipal Sale Date Par MOO Issuer Issue Experience Since 2005 Description Series .. . 11/20/15 25.000 Hialeah City -Florida Special Obligation Revenue Bonds Series 2015 A 11/20/15 21.145 Hialeah City -Florida Special Obligation Ref Rev Bonds Series 2015 B 11/19/15 286.245 Miami Beach Redevelopment Agcy Tax Increment Revenue & Ref Bonds Series 2015 A 11/19/15 35.850 Miami Beach Redevelopment Agcy Tax Increment Revenue & Ref Bonds Series 2015 B 08/13/15 55.095 Jacksonville City -Florida' Health Care Facs Revenue Bonds Series 2015 07/24/15 99.590 Miami Beach City -Florida Stormwater Revenue Bonds Series 2015 06/19/15 72.415 Cape Coral City -Florida Water & Sewer Ref Rev Bonds Series 2015 01/06/15 49.990 Miami -Dade Co -Florida GO Refunding Bonds Series 2015 A 12/17/14 306.820 Miami -Dade Co School Board Certificates of Participation Series 2015 A 12/03/14 598.915 Miami -Dade Co -Florida Aviation Revenue Refunding Bonds Series 2014 A 12/03/14 162.225 Miami -Dade Co -Florida Aviation Revenue Refunding Bonds Series 2014 B 10/17/14 85.010 Orlando City -Florida Cap Imp Special Rev& Ref Bonds Series 2014 B-D 08/19/14 29,040 Pembroke Pines City -Florida Public Improvement Rev Ref Bonds Series 2014 08/15/14 55.885 SE Overtown/Park West Comm Redev Agency Tax Increment Revenue Bonds Series 2014 A 1-2 03/13/14 328.130 Miami -Dade Co -Florida Aviation Revenue Refunding Bonds Series 2014 02/26/14 57.000 Sunshine State Govt Fin Commiss Revenue Bonds Series 2011 B & C- 1 12/17/13 23.065 Miami -Dade Co -Florida Special Oblig Court Facs Bonds Series 2014 B 09/11/13 255.965 Miami -Dade Co -Florida Seaport Revenue & Ref Bonds Series 2013 A & C 09/11/13 126,685 Miami -Dade Co -Florida Seaport Revenue & Ref Bonds Series 2013 B & D 07/23/13 105.445 Miami -Dade Co Health Facs Auth Hospital Rev Refunding Bonds Series 2013 07/19/13 492.665 Miami -Dade Co -Florida Water & Sewer Sys Rev& Ref Bonds Series 2013 A & B 03/21/13 68,230 Miami -Dade Co School Board Certificates of Participation Series 2013 A 03/21/13 8.160 Miami -Dade Co School Board Certificates of Participation Series 2013 B 12/07/12 44.725 Miami City -Florida Special Oblig Revenue Ref Bonds Series 2012 11/30/12 669,670 Miami -Dade Co -Florida Aviation Revenue Refunding Bonds Series 2012 A 11/30/12 106.845 Miami -Dade Co -Florida Aviation Revenue Refunding Bonds Series 2012 B 11/14/12 34.860 Florida Municipal Loan Council • Refunding & Improvement Rev Bonds Series 2012 B 1&2 10/24/12 489.990 Miami -Dade Co -Florida Sub Special Oblig Refunding Bonds Series 2012 A & B 10/24/12 41.620 Florida Municipal Loan Council Refunding& Imp Revenue Bonds Series 2012 A 08/07/12 59,110 Florida Municipal Loan Council Infrastructure Imp Revenue Bonds Series 2012 08/01/12 114.890 Jacksonville City -Florida Better Jacksonville Ref Rev Bonds Series 2012 A 07/12/12 290.000 Miami -Dade Co SD TANs Series 2012 05/31/12 17,900 Dunedin City -Florida Water & Sewer Revenue Ref Bonds Series 2012 05/03/12 64,585 Fort Lauderdale City -Florida Water & Sewer Revenue Ref Bonds Series 2012 03/22/12 280.050 Jacksonville City -Florida Jacksonville Sales Tax Ref Rev Bd Series 2012 03/22/12 209.390 Jacksonville City -Florida Transportation Ref Rev Bonds Series 2012 A & B 01/18/12 19.365 Clearwater City -Florida Stormwater System Rev Ref Bonds Series 2012 11/09/11 106.560 Cape Coral City -Florida Water & Sewer Refunding Rev Bonds Series 2011 A 08/31/11 121.050 Tampa City -Florida Wtr & Swr Sys Imp & Ref Rev Bonds Series 2011 07/28/11 47.025 Clearwater City -Florida Water & Sewer Rev Ref Bonds Series 2011 05/11/11 48.235 Florida Municipal Loan Council Revenue Bonds Series 2011 D 03/11/11 139.055 Miami -Dade Co School Board Certificates of Participation Series 2011 A 03/11/11 137.660 Miami -Dade Co School Board Certificates of Participation Series 2011 B 02/23/11 5.825 Florida Municipal Loan Council Revenue Refunding Bonds Series 2011 B 1-2 12/08/10 40.280 Miami -Dade Co -Florida Cap Asset Acq Spec Oblig Bonds Series 2010 D 11/17/10 38.050 Miami -Dade Co -Florida Cap Asset Acq Spcl Oblig Bonds Series 2010 E 09/23/10 38.675 Tampa City -Florida Sales Tax Refunding Revenue Bonds Series 2010 08/25/10 187.590 Miami -Dade Co -Florida Transit System Sales Surtax Bonds Series 2010 B 08/25/10 29.670 Miami -Dade Co -Florida Transit System Sales Surtax Bonds Series 2010 A 08/13/10 27.730 Florida Municipal Loan Council Revenue Bonds Series 2010 A-D 08/11/10 71.115 Miami -Dade Co -Florida Capital Asset Actn Special Oblig Series 2010 B 08/11/10 15.925 Miami -Dade Co -Florida Capital Asset Actn Special Oblig Series 2010 A 08/11/10 13.805 Miami -Dade Co -Florida Capital Asset Actn Special Oblig Series 2010 C 07/22/10 503.020 Miami -Dade Co -Florida Aviation Revenue Bonds Series 2010 B 06/22/10 4.350 Gainesville City -Florida Capital Improvement Revenue Bonds Series 2010 Sale `ate Par MOW) Issuer �. - a .. • ,, a •< " ITiT49VIII Series Issue Description 05/26/10 82.300 Fort Lauderdale City -Florida Water and Sewer Revenue Bonds Series 2010 04/07/10 71.415 Orlando Community RedevAgency Tax Increment Revenue Bonds Series 2010 B 04/07/10 4.760 Orlando Community RedevAgency Tax Increment Revenue Bonds Series 2010 A 02/23/10 594.330 Miami -Dade Co -Florida Water & Sewer System Rev Bonds Series 2010 02/10/10 239.755 Miami -Dade Co -Florida GO Double -Barreled Aviation Bonds Series 2010 12/10/09 38,925 Pensacola City -Florida Redevelopment Revenue Bonds Series 2009 B 12/10/09 6.715 Pensacola City -Florida Redevelopment Revenue Bonds Series 2009 A 12/02/09 70.330 Jacksonville City -Florida Special Revenue Bonds Series 2009 C-1 12/02/09 37.310 Jacksonville City -Florida Special Revenue Bonds Series 2009 C-2 09/17/09 251.975 Miami -Dade Co -Florida Transit System Sales Rev Bonds Series 2009 B 09/17/09 69.765 Miami -Dade Co -Florida Transit System Sales Rev Bonds Series 2009 A 08/27/09 40.000 Orlando City -Florida Capital Imp Special Revenue Bonds. Series 2009 C 08/27/09 27.915 Orlando City -Florida Capital Imp Spec Rev & Ref Bonds Series 2009 A & B 07/01/09 198.970 Miami -Dade Co -Florida Sports Facs Tax Rev Ref Bonds Series 2009 A & C 07/01/09 10.220 Miami -Dade Co -Florida Sports Facs Tax Rev Ref Bonds Series 2009 B & D 06/23/09 53.015 St Petersburg City -Florida Public Utility Revenue Bonds Series 2009 A 06/09/09 11.205 Boca Raton City -Florida Special Assessment Ref Bonds Series 2009 05/15/09 109.415 Clearwater City -Florida Water & Sewer Revenue & Ref Bonds Series 2009 A & B 04/24/09 600.000 Miami -Dade Co -Florida • Aviation Revenue Bonds Series 2009 A & B 03/13/09 203.800 Miami -Dade Co -Florida General Obligation Bonds Series 2008 B-1 11/20/08 306,845 Miami -Dade Co -Florida Water & Sewer Sys Rev Ref Bonds Series 2008 C 09/04/08 105,470 Jacksonville City -Florida Sales Tax Revenue Bonds Series 2008 08/01/08 35.780 Pensacola City -Florida Airport Revenue Bonds Series 2008 07/11/08 442.855 Miami -Dade Co -Florida Wtr & Swr Sys Rev & Ref Bonds Series 2008 A & B 06/05/08 433.565 Miami -Dade Co -Florida Airport Aviation Revenue Bonds Series 2008 A 06/05/08 233.400 Miami -Dade Co School Board Certificates of Participation Series 2008 A 06/05/08 166,435 Miami -Dade Co -Florida Airport Aviation Revenue Bonds Series 2008 B 02/27/08 31.820 Orlando City -Florida St Sales Tax Payments Rev Bonds Series 2008 02/21/08 155.000 Fort Lauderdale City -Florida Water and Sewer Revenue Bonds Series 2008 02/05/08 40.040 Boca Raton City -Florida Water & Sewer Rev Ref Imp Bonds Series 2008 12/05/07 367.700 Miami -Dade Co -Florida Aviation Revenue Refunding Bonds Series 2007 C 12/05/07 43.650 Miami -Dade Co -Florida Aviation Revenue Refunding Bonds Series 2007 D 10/11/07 46.040 Miramar City -Florida Utility System Imp Revenue Bonds Series 2007 09/12/07 344.690 Miami -Dade Co -.Florida Water & Sewer Sys Rev Ref Bonds Series 2007 09/12/07 3.700 Clearwater City -Florida Gas System Revenue Ref Bonds Series 2007 06/21/07 108.705 Miami -Dade Co -Florida Guar Entitlement Ref Rev Bonds Series 2007 04/24/07 316.515 Miami -Dade Co School Board Certificates of Participation Series 2007 A 01/09/07 49.840 Palm Coast City -Florida Utility System Revenue Bonds Series 2007 12/27/06 26.258 North Miami -Florida Health Care Facs Rev Bonds Series 2006 A,B1,B2 12/13/06 233.400 Miami -Dade Co School Board Ref Certificates of Participation Series 2008 A 12/13/06 10;570 Miami -Dade Co School Board Ref Certificates of Participation Series 2006 D 07/18/06 80.000 Miami -Dade Co SD TANs Series 2006 06/21/06 45.000 Tampa City -Florida Revenue Bonds Series 2006 03/01/06 201.080 Miami -Dade Co School Board Certificates of Participation Series 2006 A 01/12/06 36,540 Jacksonville City -Florida Excise Taxes Revenue Ref Bonds Series 2006 A 01/12/06 23.555 Jacksonville City -Florida Excise Taxes Revenue Bonds Series 2006 C 01/12/06 9.255 Jacksonville City -Florida Excise Taxes Revenue Ref Bonds Series 2005 B 12/14/05 7.280 West Palm Beach Comm RedevAgy Sub Tax Increment Rev Bonds Series 2005 B 11/03/05 196,950 Gainesville City -Florida Utilities System Rev Bonds 2005 Series A 11/03/05 61.590 Gainesville City -Florida Utilities System Revenue Bonds 2005 Series B 08/30/05 93.135 Miramar City -Florida Capital Improvement Revenue Bonds Series 2005 07/29/05 15.145 Pensacola City -Florida Airport Refunding Revenue Bonds Series 2005A 06/02/05 20.000 Fort Lauderdale City -Florida General Obligation Bonds Series 2005 05/24/05 53.680 Hollywood City -Florida General Obligation Bonds Series 2005 04/20/05 10.910 Fort Walton Beach -Florida Utility System Revenue Bonds Series 2005 Sale Date 04/20/05 01/06/05 ar ($MM) Issuer 6.925 57.980 Clearwater City -Florida Ocala City -Florida Walker McQuage's Relevant Florida Municipal Experience Since 2005 ssue ®z scriptiorl Series Stormwater Sys Rev Ref Bonds Utility System Ref & Rev Bonds Series 2005 Series 2005 A&B Appendix IV - Exceptions to Terms and Conditions After review of the City's RFQ, Wells Fargo would like to request the following exceptions and suggested changes to the City's Terms and Conditions. Should the City have any questions or comments regarding our requested exceptions and suggested changes to the City's Terms and Conditions, we would be pleased to discuss or provide additional information. Certification Statement 4th Paragraph Insert "to the best of their knowledge" after the language "The undersigned hereby certifies..." 6th Paragraph Insert "to the best of our knowledge" after the language "We (I) certify..." General Conditions Section 1.1 Strike through. This item is notapplicable to the provision of providing underwriting services. Section i.io(f) Strike through. This item is not applicable to the provision of providing underwriting services. Section 1.11 Strike through. This item is not applicable to the provision of providing underwriting services. Section 1.13 Strike through. This item is not applicable to the provision of providing underwriting services. Section 1.14 Strike through. This item is not applicable to the provision of providing underwriting services. Section 1.25(c) Insert "to the best of our knowledge" after the statement "...contain a certification that..." Section 1.42 Strike through. If selected, Wells Fargo is willing to discuss indemnification and allocation of responsibility between the parties. Generally, Wells Fargo is open to discussing its responsibility for claims or expenses arising directly from the grossly negligent acts or willful misconduct of Wells Fargo or its principals, employees or agents (as determined in a final judgment by a competent court of law) related to the underwriting or services provided pursuant to a request for proposal executed with the City. Any such allocation of responsibility, mutually agreed upon by the parties, shall be as set forth in the final agreement governing the services to be provided pursuant to such RFQ. Such language would be consistent with indemnification language included in similar industry standard agreements, such as the bond purchase agreement executed between Wells Fargo and the City on December 7, 2012 for the City's Special Obligation Non -Ad Valorem Revenue Refunding Bonds, Series 2012. Section 1.44 Strike through. This item is not applicable to the provision of providing underwriting services. Section 1.46 Modify last sentence of first paragraph to read: "The City shall be included as an "Additional Insured," on the Commercial General Liability and Business Automobile Liability policies." Section 1.49 Strike through. This item is not applicable to the provision of providing underwriting services. Section 1.52 Strike through. This item is not applicable to the provision of providing underwriting services. Section 1.59 Strike through. This item is not applicable to the provision of providing underwriting services. Section 1.65 Strike through. This item is not applicable to the provision of providing underwriting services. Section 1.69 Strike through. This item is not applicable to the provision of providing underwriting services. Section 1.70 Strike through. This item is not applicable to the provision of providing underwriting services. Section 1.76 Strike through. This item is not applicable to the provision of providing underwriting services. Section 1.85 Strike through. This item is not applicable to the provision of providing underwriting services. Special Conditions Section 2.11 Strike through Indemnification section. If selected, Wells Fargo is willing to discuss indemnification and allocation of responsibility between the parties. Generally, Wells Fargo is open to discussing its responsibility for claims or expenses arising directly from the grossly negligent acts or willful misconduct of Wells Fargo or its principals, employees or agents (as determined in a final judgment by a competent court of law) related to the underwriting or services provided pursuant to a request for proposal executed with the City. Any such allocation of responsibility, mutually agreed upon by the parties, shall be as set forth in the final agreement governing the services to be provided pursuant to such RFQ. Such language would be consistent with indemnification language included in similar industry standard agreements, such as the bond purchase agreement executed between Wells Fargo and the City on December 7, 2012 for the City's Special Obligation Non -Ad Valorem Revenue Refunding Bonds, Series 2012. Modify (2)B. Endorsements Required to read: "City of Miami included as additional insured" Wells Fargo has Contingent & Contractual Liability, Premises & Operations Liability, and Primary Insurance coverage. However, this coverage may not be in an endorsement. Make the following modifications to paragraphs on page 29 (explanations for requested modifications are included in "[ ]" for the City's reference: Modify A.M. Best minimum rating to "A-" [Wells Fargo's insurer solvency guidelines allow placement of insurance with insurance carriers that have a minimum A.M. Best rating of A-] "All certificates of insurance are subject to review and verification..." [Wells Fargo cannot agree to provide the City with copies of our policies. As a matter of Risk Management Policy we do not release our proprietary insurance policies.] "No material modification or material change in insurance that results in noncompliance with the insurance requirements outlined herein shall be made without thirty (30) days written advance notice to the City of Miami from the successful Proposer." [Wells Fargo can agree to notify the City of Miami of any cancellation resulting in non -renewal or material alteration resulting in noncompliance with the contractual insurance requirement.] "If insurance certificates are scheduled to expire during the contractual period, the Bidder shall be responsible for submitting new or renewed insurance certificates to the City at a minimum of five (5) calendar days of such expiration," [While it is our intent to produce insurance certificates as soon as possible, there are many times that we are still negotiatingbusiness terms right up to the renewal date. Wells Fargo cannot guarantee that certificates will be available ten days ahead of the renewal.] CITY OF MIAMI, FLORIDA Request for Qualifications for Municipal Bond Underwriting Services RFQ #: 521381 Due Date: December 16, 2015 at 2:00 P.M. ET Stifel, Nicolaus & Company, Incorporated FEIN #: 43-0538770 111 N. Magnolia Avenue, Suite 1175 Orlando, Florida 32801 Alex Bugallo, Managing Director (407) 956-6806 I (407) 649-2145 (fax) I BugalloA@stifel.com Matthew Sansbury, Managing Director (407) 956-6804 I (407) 649-2145 (fax) ( SansburyM@stifel.com STIFEL STIFEL Contents of Proposal 1. Cover Page 2. Table of Contents 3. Executive Summary 1 4. Proposer's Overall Qualifications and Experience 4 5. Proposer's Ability to Underwrite Capacity Bond 9 6. Qualification and Experience of Personnel 17 7. Understanding of City 27 8. Description of the approach to providing services requested in the solicitation 31 9. Trade Secrets Execution to Public Records Disclosure 34 Appendices: Requested Documents Appendix A • Certification Statement • Board of Directors • Red Book Confirmation Pages • G-37 Filing • Certificate of Good Standing FOCUS Report Excerpts Appendix B Florida Underwriting Experience List Appendix C Stifel 1111 N. Magnolia Avenue, Suite 1175, Orlando, FL 32801 i (407) 956.6806 STIFEL 3, Executive Summary What began as a single office in St. Louis in 1890 is today a full service investment bank with 370 offices and approximately 6,450 employees worldwide specializing in providing investment banking, securities brokerage, trading, investment advisory and related financial services to municipalities, individual investors, professional money managers and businesses across the country. According to industry league tables, Stifel is currently the top ranked public finance department nationally based on annual number of negotiated transactions completed. The firm has grown to its present size and organization by adhering to what has been its primary philosophy for almost 125 years: keeping each clients financial well-being as the goal of any transaction. Stifel's presence in Florida, which includes retail brokerage offices, multiple institutional sales and trading offices, and a public finance office in Orlando, will provide the City of Miami (the "City") with the local commitment and market knowledge of a regional firm and the public finance expertise, sales capabilities, and capital strength of a multinational firm. . The points below summarize why Stifel would make a valuable addition to the City's underwriting team: • OVERALL EXPERTISE Since 2012, no investment bank has senior managed more negotiated transactions nationally than Stifel (2,672 transactions). In 2015, Stifel is once again the #1 ranked senior manager of negotiated bonds based on number transactions (791) and the #7 ranked senior manager based on par amount underwritten ($16.5 billion). Stifel's Public Finance Department, which opened its doors in the mid-1950s, has grown considerably over the past few years due to both internal growth and acquisitions. Today, Stifel's Public Finance Department is one of the largest in the industry, consisting of 26 offices and 166 professionals, including 142 banking professionals who focus 100% of their time on meeting the needs of local and state-wide governmental entities. Since opening the Orlando public finance office in May 2012, Stifel has provided underwriting services on 46 Florida negotiated municipal transactions, including serving as senior manager on recent financings for the Cities of Daytona Beach, Hialeah, Leesburg, Madeira Beach, and St. Pete Beach as well as other local governments such as Seminole County, Highlands County Schools, Marion County Schools and Volusia County Schools. Stifel is not aware of any conflict of interest with the City or any pending investigations of the firm or enforcement or disciplinary actions imposed on the firm that would conflict with our ability to underwrite the City's bonds. ■ QUALIFICATIONS AND EXPERIENCE Banking Team Qualifications and Experience: The team of professionals that will work with the City has extensive public finance and other relevant investment banking experience, including specific experience with the City. Alex Bugallo, Managing Director, will serve as the lead day-to-day contact between the City and Stifel. Mr. Bugallo provided underwriting services on nine City financings and has consistently and regularly provided unsolicited proposals to the City in an attempt to lower its existing cost of debt during this time. Mr. Bugallo will be joined by Matthew Sansbury, Managing Director, and Margaret Lezcano, Managing Director, on all banking activities. Both Mr. Sansbury and Ms. Lezcano have significant experience with Florida local governments and both grew up in the tri-county area. The banking team will be joined by members of Stifel's underwriting and sales/trading desks to make sure that all aspects of the City's financings are completed as efficiently as possible. Institutional Distribution Network: Stifel currently has 45 fixed income institutional sales and trading offices nationally, which house 173 fixed income sales associates and 66 fixed income trading associates. In total, these sales and trading associates cover roughly 4,350 fixed income institutional accounts, significantly more than most investment banks. Three Stifel 1111 N. Magnolia Avenue, Suite 1175, Orlando, FL 32801 1(407) 956-6806 1 STIFEL of Stifel's institutional sales offices are located right here in Florida in Boca Raton, Rosemary Beach and Tampa. Stifel has forged extensive relationships with Tier II. and Tier III institutional investors, an attribute unique to a firm of our size. These relationships will immediately increase the number of potential investors for the City and will strengthen the distribution power of its underwriting team. Retail Distribution Network: Stifel's 357 retail brokerage offices and 2,178 retail brokers manage 740,000 retail accounts valued at $160.5 billion in assets, Our 19 retail brokerage offices in Florida keep up-to-date with changing interests and needs of Florida retail investors, These Florida retail offices are staffed by 122 financial advisors who manage roughly 29,800 client accounts with assets under management exceeding $6.8 billion. These totals include Stifel's Miami retail office located at 1111 Brickell Ave, Suite 1200 which is part of Stifel's recent acquisition of 12 offices and 100 financial advisors managing approximately $20 billion in client assets from Barclays' Wealth Management Group that closed on December 4, 2015. Having a significant retail presence throughout the State provides easy access for local "mom and pop" investors interested in owning a stake in their community, something that not all investment banks can provide. Capital Position: Stifel is currently one of the most financially sound independent investment banks in the country. The firm did not require nor request any federal TARP money in the aftermath of the 2008/2009 financial crises. Stifel's total capital of $1.22 billion and excess net capital of $320 million positions the firm amongst the most well capitalized of all investment banks. As a demonstration of our support for local government issuers such as the City, since 2012 Stifel has underwritten over $1.6 billion in unsold bonds on negotiated transactions. Given the uncertainty of financial markets, this strong capital position and our willingness to commit this capital on our clients' behalf is a significant benefit to the City. Access to Real Time Market Data and Analytics: Stifel keeps on top of the ever -changing markets through a variety of ways, none more important than the first-hand market knowledge that we gain from being a broker -dealer and municipal market maker. In the primary market Stifel consistently ranks as the top underwriter for negotiated bond transactions based on number of issues underwritten and in the secondary market Stifel's sales and trading team is able to report on market tendencies, trends and current spreads at a moment's notice by constantly buying and selling municipal bonds. Secondary Market Trading of City of Miami Bonds: Stifel has helped enhance the City's liquidity in the secondary market by providing trading support. Since 2002, Stifel participated in 502 secondary market trades of the City's bonds valued at over $24.5 million in par amount, • DESCRIPTION OF ORGANIZATION History and Background: In 1890, Benjamin Altheimer and Edward Rawlings forged a partnership for the purpose of "doing a general securities business" unknowing that it would one day blossom into the 6th largest investment bank in the country based on number of retail advisors. Henry J. Nicolaus and his son, Louis J. Nicolaus, joined the company in 1910. In 1917, the firm was named Stifel Investment Company, and in 1923 it was renamed Stifel, Nicolaus Investment Company which later became Stifel, Nicolaus & Company, Incorporated, as it is still known today. Incorporation & Ownership Structure: While Stifel was incorporated in Missouri in February 1900, Stifel's parent company, Stifel Financial Corp., was incorporated in Delaware in December 1982 and has been publicly traded on the NYSE under the symbol "SF" since July 1983. Since going public, Stifel Financial Corp. has had no major changes in ownership and it currently has a market capitalization of approximately $2.8 billion. Number of Professionals Employed: Stifel employs over 6,450 professionals and has 365 offices throughout the United States and five international offices. Board of Directors: Stifel's Board of Directors is presently composed of ten independent directors and eight employee directors. Ronald J. Kruszewski concurrently serves as both Chairman of the Board and Chief Executive Officer. Thomas Stifel 1111 N. Magnolia Avenue, Suite 1175, Orlando, FL 32801 I (407) 956-6806 2 STIFEL W. Weisel shares the role of Chairman of the Board with Mr. Kruszewski. A detailed list of all of directors and officers can be found in Appendix A to this RFQ, Stifel appreciates the opportunity to submit our response to the City's RFQ. The firm and its team of professionals are committed to performing exemplary banking and underwriting services throughout the proposed engagement. Serving local Florida Issuers is important to us and we assure you that by selecting Stifel as a member of your underwriting team, you will receive the highest level of professional services from our firm. If you have any comments or questions, please contact us at the numbers listed below. December 16, 2015 STIFEL, NICOLAUS & COMPANY, INCORPORATED Alex Bugalio Managing Director 111 N, Magnolia Avenue, Suite 1175 Orlando, Florida 32801 (407) 956-6806 I (407) 649-2145 (fax) BugalloA@stifel.com 44, /S,,„el„.7 Matthew Sansbury Managing Director 111 N. Magnolia Avenue, Suite 1175 Orlando, Florida 32801 (407) 956-6804 I (407) 649-2145 (fax) SansburyM@stifel.com Stifel 1 111 N. Magnolia Avenue, Suite 1175, Orlando, FL 32801 I (407) 956-6806 3 STIFEL 4. Proposer's Overall Qualifications and Experience a) Proposer shall satisfy each of the minimum requirements listed under Section 2.9, Proposer's Minimum Qualifications, of the RFQ. Proposer must also submit an affidavit of Proposers declaration of compliance to the Minimum Requirements and Pre -Requisites as stated in Section 2.9. Stifel confirms that it: a. Has national recognition as an underwriting firm as exemplified by our continuous listing in the Bond Buyer's Municipal Marketplace Red Book within the area of Dealers & Underwriters for at least the past two years. The Red. Book confirmation pages that Stifel qualifies under this criterion are included in Appendix A. b. Is current and in compliance with all filing requirements of Rule G-37. In addition, we represent by virtue of this submittal that our respective officers, directors, employees and agents have not made any contributions or undertaken any actions in violation of Rule G-37. c. Appendix A to this proposal contains a copy of Stifel's latest Rule G-37 filing. d. Carries all the necessary licenses and authorizations to act as an underwriter of municipal debt in the State of Florida. If selected, we will maintain such licenses and authorizations as required to complete the Engagement. Stifel will notify the City immediately in the event that it is no longer licensed or authorized to act as an underwriter of municipal debt within the State of Florida. Appendix A to this proposal contains a copy of Stifel's Certificate of Good Standing from the State of Florida Secretary of State's office, e. Is registered with FINRA, the SEC and the MSRB. f. Is registered as a Broker -Dealer with applicable State agencies and the registration will be maintained throughout the term of the agreement. g. Is properly licensed to conduct business in the State of Florida and has a minimum of five years' experience in bond underwriting services. h. Has sufficient financial support, personnel, and organization to ensure that we can satisfactorily execute the services if awarded a Contract/Agreement under the terms and conditions stated in the RFQ. i. Has no record of judgments, bankruptcies, pending lawsuits against the City or criminal activities involving moral turpitude nor, do we have any conflicts of interest that have not been waived by the City Commission. Has no principal, officer, or stockholder of Stifel in arrears or in default of any debt or contract involving the City, (as a party to a contract, or otherwise); nor have we failed to perform faithfully on any previous contract with the City. Stifel's affidavit of its declaration of compliance to the Minimum Requirements and Pre -Requisites, as stated in Section 2.9, can be found in Appendix A. Stifel 1111 N. Magnolia Avenue, Suite 1175, Orlando, FL 32801 1(407) 956.6806 4 STIFEL 4. Proposer's Overall Qualifications and Experience b) Describe your firm's underwriting practice as related to public finance. Compare public finance staffing in your firm three (3) years ago and that of today. What began as a single office in the then 5th largest city in the country (St. Louis, Missouri) is today a growing network of offices across the United States and internationally. Stifel currently operates approximately 365 offices in 45 states and the District of Columbia, with five additional European offices through Stifel Nicolaus Europe Limited. Stifel has more than 6,450 employees worldwide and has grown to its present size and organization by adhering to what has been its primary philosophy for almost 125 years: keeping each client's financial well-being foremost. Stifel provides public finance investment banking services, corporate finance investment banking services, brokerage trading and sales services, investment advisory services, and related financial services to governments, individuals, institutions and corporations nationwide. Stifel's Fixed Income Department, which opened its doors in the mid-1950s, has grown considerably over the past few years due to both internal growth and acquisitions. This growth has helped Stifel to become the top ranked senior manager of negotiated fixed rate bonds based on number of issues (2,993) and the 8th ranked based on par amount underwritten ($60.3 billion) since 2011. Stifel's Public Finance Department is one of the largest in the industry, consisting of 26 offices and 166 professionals, including 142 banking professionals who focus 100% of their time on meeting the needs of local and state-wide governmental entities. Stifel has seen significant growth in the Southeast over the past three years, having added 35 public finance professionals in five separate public finance offices in Atlanta, Baton Rouge, Columbia (SC), Montgomery (AL) and Orlando. 160 140 120 100 60 60 40 20 0 Growth of Stifel's Public Finance Department Dec 2012 Dec 2013 Dec 2014 m0fflces 6JBankln6Professionals •Total Staff Dec 2016 Investment banking services for the proposed engagement will be provided from the firm's Orlando public finance office, which will allow Stifel to provide the City with immediate banking coverage on an as -needed basis. STIFEL'S MUNICIPAL FINANCE DEPARTMENT ORGANIZATIONAL CHART Stifel 1111 N. Magnolia Avenue, Suite 1175, Orlando, FL 32801 i (407) 956-6806 5 STIFEL 4. Proposer's Overall Qualifications and Experience c) Disclosure by the underwriter of any conflicts of interest, as stated in MSRB Rule G-17, including finder's fees, fee splitting, or other contractual arrangements of the firm that could present a real or perceived conflict of interest. Additionally, the firm should disclose if there are any pending investigations of the firm or enforcement or disciplinary actions imposed on the firm within the past three (3) years by the Security Exchange Commission (SEC) or other regulatory bodies. We are not aware of any conflicts of interest that would be required to be disclosed under MSRB Rule G-17. Stifel is an investment banking and securities firm providing investment services to individuals and institutional clients, investment banking, and related services including the day-to-day purchase and sale of securities. Stifel is a wholly -owned subsidiary of Stifel Financial Corp. In the normal course of business, at any given time, Stifel is subject to a number of claims and disputes, as well as regulatory matters including examinations, reviews, investigations, or formal actions. All required disclosures of material litigation and regulatory matters are made in Stifel Financial Corp.'s public filings with the SEC and other regulatory authorities, such as its Form 10-K and the most recent Form 10-Q filed with the U.S. Securities and Exchange Commission (the "SEC"), 8-K's, and in other regulatory filings, such as Form BID, as amended. You are further referred to the FINRA website, where you can access Broker Check reports for Stifel, Nicolaus & Company, Incorporated which may be located with the following hyperlink: http://brokercheck.finra,org/Firm/Summary/793. This contains the regulatory reports on Stifel's disciplinary disclosures. Stifel 1111 N. Magnolia Avenue, Suite 1175, Orlando, FL 32801 1(407) 956.6806 6 STIFEL 4. Proposer's Overall Qualifications and Experience d) Certify the Proposer's Excess Net Capital position as of September 30, 2014 to date. Stifel's excess net capital as of September 30, 2014 and September 30, 2015 was $326,447,470 and $320,200,884, respectively. Please see Appendix B to this proposal for excerpts from Stifel's 3Q2014 and 3Q2015 FOCUS Reports (specifically, line item 3910) for certification of these amounts. Stifel 1111 N. Magnolia Avenue, Suite 1175, Orlando, FL 32801 1(407) 956-6806 7 STIFF; 4. Proposer's Overall Qualifications and Experience e) Disclose whether your Firm has been involved in the prior trade of securities for the City of Miami? If so, please specify dates and provide detailed information concerning the services provided. SECONDARY MARKET TRADING Despite not having an opportunity yet to serve on the City's underwriting team, Stifel has helped enhance the City's liquidity in the secondary market by providing trading support. Since 2002, Stifel participated in 502 secondary market trades of the City's bonds valued at over $24.5 million in par amount. This secondary market experience allows us to access accurate and current market information quicklyto keep the City informed of any trading abnormalities or new trends. 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 YT D Stifel's City of Miami Secondary Market Trading Activity 1 $25,000 8 $800,000 13 $3,625,000 10 $1,130,000 9 $2,250,000 15 $725,000 11 $690,000 3 $270,000 7 $1,200,000 2 $20,000 3 $60,000 2 $20,000 2 $800,000 3 $60,000 11 $1,185,000 36 $3,990,000 37 $1,205,000 110 $1,925,000 74 $1,305,000 64 $1,095,000 51 $800,000 30 $1,340,000 RETAIL HOLDINGS Stifel has a large and growing retail network which includes 2,178 brokers managing over 740,000 retail accounts valued at $160.5 billion in assets under management. In Florida, our retail clients hold over $7.5 million of the City's bonds. STIFEL BANKERS' EXPERIENCE WITH CITY OF MIAMI FINANCINGS While the firm itself has only had a Florida office since 2012, the Stifel bankers who will be working with the City during the proposed engagement have ample experience with the City, as highlighted in the table below: Stifel Bankers' Experience with City of Miami Financings 11/15/07 12/05/07 80,000 05/20/09 05/29/09 51.055 07/10/09 07/16/09 37.435 10/23/09 11/05/09 6.485 10/23/09 11/05/09 60.110 11/19/09 12/02/09 65.000 07/21/10 07/29/10 84.540 07/21/10 07/29/10 16.830 07/13/11 07/21/11 70.645 Special Obligation Bonds Limited Ad Valorem Tax Bonds Pension Refunding Revenue Bonds Parking Sys Rev & Rev Ref Bonds Parking Sys Rev & Rev Ref Bonds Special Obligation Bonds Tax -Exempt Special Obligation Parking Rev Bonds Taxable Special Obligation Parking Rev Bonds Special Obligation Rev Ref Bonds Series 2007 Co-M anager Series 2009 Co -Manager Series 2009 Co -Manager Series 2009 Co -Manager Series 2009 Co -Manager Series 2009 Co -Manager Series 2010A Co -Manager Series 2010B Co -Manager Series 2011A Co-M anager Stifel 1111 N. Magnolia Avenue, Suite 1175, Orlando, FL 32801 1(407) 956.6806 8 STIFEL 5, Proposer's Ability to Underwrite Capacity Bond a) Describe the Proposer's bond sales abilities with emphasis on the Proposer's institutional and/or retail distribution capabilities and ability to place Florida paper. Include in a tabular format the following (limit to three pages): 1) Number of sales personnel in Florida; 2) Number of offices in Florida; and 3) Number of offices nationally. Stifel's banking professionals, underwriters and salesforce understand Florida general fund, tax -backed and essential service credits and have a proven track record of outperforming our competition when It comes to structuring, marketing and pricing Florida bond transactions. One of the primary reasons for our success is that we are the only underwriting firm with an underwriting desk in each of the four continental time zones, a total of seven underwriting desks combined with one of the largest distribution networks in the securities industry. DISTRIBUTION CAPABILITIES Through Stifel's retail brokerage network and institutional sales and trading group we are able to distribute the City's bonds to a wide -range of potential buyers, thereby increasing demand and lowering the City's cost of capital. Florida National Stifel's Underwriting and Distribution Capabilities 7 14 3 7 80 45 316 4,350 19 122 29,788 $6.8 B 357 2,178 742,415 $160.5 B RETAIL DISTRIBUTION At its core, Stifel is a retail brokerage firm with 2,178 retail brokers based in 357 offices in 45 states and is the 6th largest in the nation based on number of financial advisors. The firm's retail salesforce manages more than $160 billion in assets and has grown more than 300% in terms of both sales representatives and assets under management since 2005. In Florida, Stifel maintains 19 retail offices with 122 brokers that manage 29,800 accounts worth approximately $6.8 billion. This Florida presence includes our recently opened office in Miami (1111 Brickell Avenue, Suite 1200), which is part of Stifel's recent acquisition of 12 offices and 100 financial advisors managing approximately $20 billion in client assets from Barclays' Wealth Management Group that closed on December 4, 2015. The map below highlights the location of each of our 19 Florida retail brokerage offices. Stifers Florida Retail Presence Pensacola • ri4sonteVedra Daytona Beach . Titusville Melbourne t•, Vero Beach kPort Pierce Sarasota ��,� tuart 14�� �•alm Beach Gardens Palm Beach Fort Myers,. Boa Raton Naples MIMI clearwate Stifel 1111 N. Magnolia Avenue, Suite 1175, Orlando, FL 32801 1(407) 956-6806 9 STIFEL INSTITUTIONAL DISTRIBUTION From an institutional distribution standpoint, in addition to covering large institutional clients, Stifel covers thousands of small institutions in the Tier II and Tier III categories (such as regional corporations and trust departments). These Tier II and Tier III buyers are frequently overlooked by institutional sales desks of major investment banks, even though they are major buyers of municipal bonds. In fact, Stifel is one of the few major investment banks that have continued to maintain significant contact with these smaller institutions as we have grown into a top 10 underwriting firm. This segment of buyers has proved to provide great benefit to Stifel's municipal clients. Stifel's institutional sales efforts result in blanket coverage of over 4,350 institutional investors. Stifel's institutional distribution encompasses 234 fixed income sales professionals and 82 trading professionals located in 45 offices worldwide. Three of the firm's institutional sales/trading offices are located in Florida in Boca Raton, Rosemary Beach and Tampa. As one of the largest municipal bond underwriters in the nation, Stifel has forged deep relationships with Tier 11 and Tier III institutional investors, specifically in the Midwest and western United States, which are areas that are traditionally ignored by the traditional "Wall Street" banks. The map below highlights the location of Stifel's institutional sales and trading offices. Stifel's National Institutional Fixed Income Sales & Trading Presence CASE STUDY Provided below is a case study for a recent senior managed transaction that Stifel completed the City of Hialeah. This financing consisted of both a refunding piece and a taxable new money piece use to fund the City's pension obligations.. CASE STUDY: CITY OF HIALEAH, Florida $25,000,000 Taxable Special Obligation Revenue Bonds, Series 2015A $21,145,000 Special Obligation Refunding Revenue Bonds, Series 2015B Stifel's Role: Senior Manager -.. City of R,ALEAH On September 25, 2015, Stifel was selected to senior manage the City of Hialeah's Taxable Special Obligation Revenue Bonds, Series 2015A and Special Obligation Refunding Revenue Bonds, Series 2015B, collectively the Series 2015 Bonds. The Series 2015A Bonds were issued to fund a portion of the City's annual required contribution to the defined benefit retirement fund for FY 2015 and FY 2016. The Series 2015B Bonds were issued to refund the portion of the outstanding Florida Municipal Loan Council Revenue Bonds, Series 2005A, attributable to the City and for which the City was the obligor. The Series 2015 Bonds had to close by December 2, 2015 so that the contribution to the defined benefit fund would be classified as a FY 2015 contribution, This constraint defined Stifel's primary task for this engagement to execute and close Stifel 1111 N. Magnolia Avenue, Suite 1175, Orlando, FL 32801 I (407) 956-6806 10 STIFEL this transaction upon a strict deadline. The financing team had nine weeks to complete the financing process, including preparing all authorizing documents, a first ever offering disclosure document (Preliminary Official Statement), securing first time credit ratings, obtaining insurance bids, marketing, pricing and closing the bonds. Important to note is that this was not only the City's first time credit rating (secured by franchise fee revenues), but it was also the first time the City accessed directly the public bond market. Stifel worked closely with the City's financial advisor to create a security structure in order to enhance the City's rating and provide for future financing flexibility. One of the key decisions was to secure the bonds with franchise fee revenue levied from the Florida Power & Light electric services and provide for a "back-up" pledge from the City's covenant to budget and appropriate from legally available non -ad valorem revenues. The direct revenue pledge coupled with the City's CB&A backing allowed the City to achieve strong credit ratings of "A+" and "A-" from S&P and Fitch, respectively, and free the City from the expense of funding a debt service reserve fund. During this pre -marketing process, Stifel used its insurance breakeven model which calculates the breakeven insurance premium and the breakeven interest rate spread on a maturity -by -maturity basis to evaluate the benefit of insurance. This model became an important negotiating tool to help lower the insurance provider's original bid of 37 basis points to 35 basis points. The marketing of the Series 2015 Bonds took into account the volatile fixed income markets, international events and a large $12 billion calendar of municipal bonds being sold that week of November 16, 2015, just ahead of the Thanksgiving holiday. Stifel led an extensive pre -marketing effort that included numerous conversations with Stifel's tax-exempt and taxable sales staff to discuss investor feedback and market conditions. Based on this feedback, Stifel put together an aggressive pricing structure that incorporated a 10-year par call on the taxable Series 2015A Bonds, an unusual feature in the taxable market particularly for a deal of this size. The successful pricing of the Series 2015A Bonds and Series 2015B Bonds resulted in a contribution of over $24.6 million to the City's pension funds and over $2.5 million of present value savings, representing 11 % of the refunded par amount of the Florida Municipal Loan Counsel Revenue Bonds, Series 2005A. Included below is table that demonstrates the wide range of investors that purchased the City's Bonds. All were first time investors of the City. City of Hialeah Summary of Major Investors -Series 2015A Southwest ARB Cincinnati Insurance Spring Lake Asset Management Belle Haven Investments Rembrandt Capital Lind Capital Partners LLC Old Orchard Capital Management Searle & Co Templeton Financial Services Federated Insurance Company Liberty Bankers Life Insurance Logan Circle Partners LP Hefren Tillotson Inc JSC Municipal Bond Fund Inwood Capital Management Nathan Hale Capital Management $3,380,000 $3,000,000 $2,225,000 $1,585,000 $1,530,000 $1,450,000 $1,450,000 $1,140,000 $1,015,000 $1,000,000 $1,000,000 $1,000,000 $955,000 $715,000 $600,000 $600,000 City of Hialeah Summary of Major Investors - Series 2015E Richter Bober Asset Southwest ARB Belle Haven Investments Watermill Asset Management Federated Insurance Company Preston Hollow Capital Stifel Retail Stifel Stock Templeton Financial Services SWBC Wealth Management Crews & Associates Bank of America Retail Scotia Capital inc. Hancock Bank Trust SWBC Investment Services LLC International FC Stone $3,645,000 $3,595,000. $3,490,000 $1,520,000 $1,500,000 $1,250,000 $1,100,000 $725,000 $625,000 $515,000 $500,000 $500,000 $400,000 $250,000 $250,000 $240,000 Stifel 1111 N. Magnolia Avenue, Suite 1175, Orlando, FL 32801 I (407) 956.6806 11 STIFEL 5. Proposer's Ability to Underwrite Capacity Bond b) For each of calendar years 2012, 2013 and 2014 and in tabular format, set forth the total number of municipal bond transactions the Proposer has served as Senior Manager and the total par amount involved (limit to one page). Provided below is an annual breakdown of Stifel's senior managed underwriting experience for each of the calendar years 2012, 2013 and 2014: Stifel's Senior Managed Underwriting Experience 2012 2013 2014 835 801 750 $15,336.709 $16,149.040 $16,206.619 Stifel is a market -leader in providing underwriting services to governmental issuers across the country. As the tables below show, over the past three years (2012-2014), Stifel was the top ranked senior managing underwriter of negotiated municipal bonds based on the number of transactions underwritten (1,881) and the 9th largest based on the par amount underwritten ($35.5 billion). 2012 - 2014 Negotiated Senior Manager Rankings (Based on Number of Issues Underwritten) RBC Capital Markets Piper Jaffray & Co D A Davidson & Co Raymond James Robert W Baird & Co Inc Bank of America Merrill Lynch Citi J P Morgan Securities LLC Ameritas Investment Corp 1,669 1,478 1,045 1,034 901 837 835 693 637 Source: Thomson Reuters' SDC Platinum 2012.2014 Negotiated Senior Manager Rankings (Based on Par Amount Underwritten) Bank of America Merrill Lynch J P Morgan Securities LLC Citi Morgan Stanley RBC Capital Markets Barclays Wells Fargo & Co Goldman Sachs & Co Source: Thomson Reuters' SDC Platinum 97,854.7 84,174.6 81,259.7 61,848.5 56,212.8 44,968.7 43,287.2 42,623.3 Stifel 1111 N. Magnolia Avenue, Suite 1175, Orlando, FL 32801 I (407) 956-6806 12 STIFEL 5. Proposer's Ability to Underwrite Capacity Bond c) For each of calendar years 2012, 2013 and 2014 and in tabular format, set forth the total number of municipal bond transactions the Proposer has served as Co -Manager and the total par amount involved (limit to one page). Provided below is an annual breakdown of Stifel's co -managed underwriting experience for each of the calendar years 2012, 2013 and 2014: Stifel's Co -Managed Underwriting Experience 2012 2013 2014 630 632 621 $70,859.295 $63,373.155 $43,634.839 Stifel 1111 N. Magnolia Avenue, Suite 1175, Orlando, FL 32801 1(407) 956.6806 13 STIFEL 5. Proposer's Ability to Underwrite Capacity Bond d) Provide information related to the Proposer's capitalization, as follows: A table that reflects the most recent available data (include date) for the Proposer's total capital and excess net (uncommitted) capital. Stifel is one of the most financially sound independent investment banks in the country with total capital and excess net capital positions that rank among the highest for our peer group. As of September 30, 2015, Stifel's capital characteristics included total capital of $1.2 billion and excess net capital of $320 million. At this capital position, Stifel has the capacity to commit to underwrite approximately $4.3 billion of municipal securities. Provided in the table below is Stifel's current capital position: Capital Position (as of 9130/15) Total Capital $1,219,375,626 Excess Net Capital $320,200,884 Stifel i 111 N. Magnolia Avenue, Suite 1175, Orlando, FL 32801 i (407) 956.6806 14 STIFFF 5. Proposer's Ability to Underwrite Capacity Bond e) Describe Proposers access to sources of current market information to provide bond pricing data before, during and after the sale. PRIMARY MARKET EXPERIENCE Since 2012, Stifel has brought to market approximately 5,660 total financings. This experience includes both senior managed and co -managed transactions for a variety of different issuers, tax status (tax-exempt, taxable and AMT) and bid types (negotiated, competitive and private placement). All -in -all our underwriting desk is pricing roughly 1,440 transactions each year — or 28 transactions each week on average. Given this experience, we are accessing and working in the municipal market at all times. Stifel keeps on top of the ever -changing markets through a variety of ways, none more important than the first-hand market knowledge that we gain from being a broker -dealer and municipal market maker with actual capital at risk. SECONDARY MARKET TRADING Stifel's Fixed Income sales and trading team is constantly buying and selling municipal bonds and is therefore able to report on market tendencies, trends and current spreads at a moment's notice, In total, Stifel participated in over 1.2 million secondary market trades ($200 billion) from 2010-2015, which consists of 430,000 institutional trades ($164 billion) and 800,000 retail trades ($36 billion). In Florida, Stifel has executed over 44,000 secondary market trades ($5.9 billion) from 2010-2015, which consists of approximately 12,700 institutional trades ($4.7 billion) and approximately 31,500 retail trades ($1.3 billion). 2010 2011 2012 2013 2014 2015 YT 0 Stifel's Florida Secondary Market Trading Activity 1,660 2,027 2,675 2,364 2,069 1,902 $413,620,000 $518,125,000 $792,900,000 $701,505,000 $993,407,209 $1,228,988,977 6,112 $196,887,000 7,118 $240,167,000 6,058 $264,415,000 5,734 $215,820,000 3,993 $175,478,825 2,522 $196,230,727 As part of this trading history, our firm has participated in 421 secondary market trades ($13.9 million) on City bonds. This experience, along with the experience of our Florida public finance bankers in working with Florida municipalities, allows us to access accurate and uninterrupted current market information. Stifel's City of Miami Secondary Market Trading Activity General Obligation and Limited Ad Valorem Parking System Revenue Special Obligation Bonds Special Obligation (Marlins Stadium) Special Obligation (Pension System) 149 26 56 166 24 $8,455,000 $675,000 $1,455,000.. $2,500,000 $850,000 Stifel 1111 N. Magnolia Avenue, Suite 1175, Orlando, FL 32801 1(407) 956.6806 15 STIFEL In addition to our own secondary market activity, Stifel utilizes a number of research databases, programs and systems such as Bloomberg, the MSRB's Electronic Municipal Market Access (EMMA), EMAXX, Thomson Municipal Market Monitor (TM3), and Dalcomp to track primary and secondary market activity from outside of our firm. Stifel will use these programs to keep track of the City's secondary market trades, as well as the secondary market trades of other similar Florida municipalities, to make sure we remain up -to -speed on the trading spreads of the City's bonds prior to any bond issuance. MARKET MONITORING & RESEARCH Stifel's Public Finance Department works in tandem with our Fixed Income salespeople/traders, underwriters and research analysts to constantly monitor the overall financial market and more specifically, the municipal market. Our underwriters provide commentary each Monday morning detailing the significant events that occurred the week before in the municipal market, the forward calendar for that week, the overall tone in the market, and any significant economic releases that are expected in the coming days. This internal dialogue allows our Public Finance bankers to keep abreast of all major market movements which we can then relay to our clients on an as -needed basis. Stifel's Fixed Income Research & Strategy Group provides periodic municipal bond research, publishing such reports as the Stifel Dispatch, the Municipal Market Observer and the Alpha Advisor. The Stifel Dispatch is a daily publication which highlights where interest rates are compared to the day before, looks at upcoming economic releases, provides a macroeconomic overview and shows projections of where interest rates might be heading in the next 12 months. The Municipal Market Observer is a look back at the week prior in the municipal market including a highlight of the large transactions that priced and the important municipal market headlines that affected the market. The Alpha Advisor is an extremely comprehensive overview of the preceding month with respect to the overall economic and financial markets, and more specifically the fixed income markets. STIFEL FIMed %1ob 11110. ReB604160V The Stifel Dispatch 102 Dh111y I94lI5()Vor1'10w I® pit. 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The Band Buyer, 4101019nM430994 TM and T1taney2Ow il1t 1141 1iJtr 51v:. Stifel 1111 N. Magnolia Avenue, Suite 1175, Orlando, FL 32801 1(407) 956-6806 16 STIFEL 6. Qualifications and Experience of Personnel a) Provide resumes of each public finance professional that will be assigned to the Engagement. Describe the role of each in, and level of commitment to, the Engagement as well as their experience with municipal clients (limit to one page per professional) The primary contact person for the City's engagement will be Alex Bugallo, Managing Director. While with his prior firm, Mr. Bugallo provided co -managed underwriting services on nine City financings valued at over $472 million. In addition, Mr. Bugallo has provided countless unsolicited proposals since beginning his coverage of the City in 2007. Mr. Bugallo will be joined by Matthew Sansbury, Managing Director, and Margaret Lezcano, Managing Director, on all banking activities. Joining the banking staff will be Timothy Sackmaster, Associate, who will provide all quantitative support throughout the engagement, The services provided by these banking and analytical professionals will come from our public finance office in Orlando, which will allow for immediate access by the City. Brief bios for these individuals can be found below. Underwriting of the City's fixed rate bonds will come from Stifel's underwriting desk in Denver and will be led by Alan Murphy, a nearly 40-year veteran in the municipal underwriting business. Should the City issue variable rate bonds during the engagement, those will be priced by Betsy Kiehn, head of Stifel's short-term products desk. Institutional sales efforts will be coordinated nationwide by Stifel's National Institutional Fixed Income Sales Manager, Richard Beames, who has been working in the municipal bond business for the past 31 years. Bios for these individuals can be found in our response to Question 6(f). Stifel's Investment Banking Team Members 100% 13 Years BugalloA@stifel.com Alex Bugallo Primary Day -to -Day Contact Orlando (407) 956-6806 Matthew Sansbury Banking Support Orlando (407) 956-6804 SansburyM@stifel.com 100% 20 Years Margaret Lezcano Banking Support Orlando (407)956-6803 LezcanoM@stlfel.com 100% 20Years TimothySackmaster Quantitative Leadership Orlando (407) 956-6805 SackmasterT@stifel,com 100% 4 Years Alan Murphy Fixed Rate Underwriting Denver (303) 291-5322 MurphyA@stifel.com As needed 39 Years Betsy Kiehn Variable Rate Underwriting San Francisco (415) 364-2791 BKlehn@stifel.com As needed 9 Years Richard Beames Muni Institutional Sales San Francisco (415) 364-6822 RBeames@stifel.com As needed 31 Years Primary Day -to -Day Contact: Alex Bugallo, Managing Director 111 N. Magnolia Ave., Suite 1175, Orlando, FL 32801 I (407) 956-6806 I BugalloA@stifel.com Alex Bugallo joined Stifel in May 2012, Prior to that, Mr. Bugallo was part of Raymond James' Florida Public Finance Group for five years where he served as lead banker on more than $900 million of senior/sole managed Florida financings, $300 million of Florida financial advisory engagements, and over $29 billion of co -managed financings. In his 13 years of experience assisting municipal clients, he has participated in the completion of over 350 short-term and long-term financings exceeding $35 billion in par issuance. The type of financings that Mr. Bugallo has completed include: water and sewer revenue, sales tax revenue, general obligation (unlimited tax and limited tax), COPs, covenant to budget and appropriate, special assessment, seaport revenue, airport revenue, tourist development tax, special tax revenue, tax increment revenue, solid waste revenue, and revolving loan financings, among others. Mr. Bugallo has served as an investment banker for counties, cities, school districts, State issuing authorities, 501(c)3 organizations and the Commonwealth of Puerto Rico, among others. Recently, Mr. Bugallo completed transactions for the following Florida local governments: Daytona Beach, Leesburg, Madeira Beach, Miramar, Pembroke Pines, Broward County, Charlotte County, Seminole County, Brevard Schools, Highlands Schools, Lake Schools, Lee Schools, St. Johns Schools, St. Lucie Schools, and Volusia Schools. Over his career, Mr. Bugallo has had the opportunity to work with several clients in South Florida. Most notably, Mr. Bugallo served as the primary senior Stifel 1111 N. Magnolia Avenue, Suite 1175, Orlando, FL 32801 I (407) 956.6806 17 STIFEL managing banker on the largest water and sewer financing ever completed in the State of Florida, a $594,330,000 issuance for Miami -Dade County in 2009. In addition, Mr. Bugallo has worked as co -manager on nine financings for the City of Miami valued at over $472 million in paramount. Mr. Bugallo received a B.S. in Economics and a B.S. in Political Science from Cleveland State University, Mr. Bugallo is also a graduate of The Ohio State University where he obtained his M.B.A. with a concentration in finance and accounting. Mr. Bugallo is currently registered with Series 7 and 63 licenses. Banking Support: Matthew Sansbury, Managing Director 111 N. Magnolia Ave., Suite 1175, Orlando, FL 32801 I (407) 956-6804 I SansburyM@stifel.com Matthew Sansbury has over 13 years of public finance experience, providing investment banking services to local municipal issuers across Florida. Mr. Sansbury joined Stifel in May 2012 after spending most of the first decade of his career with Raymond James & Associates, Inc. Mr. Sansbury began his career as an Analyst with the primary responsibility of providing debt overview profiles, performing detailed quantitative analyses and structuring complex transactions for various Florida municipalities. In 2005, Mr. Sansbury shifted his professional focus from the quantitative to the banking side of the business, and since then has provided lead banking services to numerous municipal issuers throughout Florida. In total, Mr. Sansbury has worked either as lead or support banker on over 175 financings within the State valued at a total par amount in excess of $28 billion. Mr. Sansbury has experience with the entire gamut of municipal credits including bonds backed by an issuer's covenant to budget and appropriate from all legally available non -ad valorem revenues (CB&A), ad valorem property taxes, water and wastewater system revenues, electric system revenues, stormwater system revenues, solid waste system revenues, gas taxes, sales taxes, guaranteed entitlement revenues, tourist development taxes, special assessments, and financings for counties, cities, local governmental agencies, school districts, community redevelopment agencies, mass transit systems and airports. Over the past few years, Mr. Sansbury has also lead senior managed engagements for Daytona Beach, St. Pete Beach, the School Board of Highlands County and the School Board of Marion County. He has provided recent co -managed banking services to Fernandina Beach, Miramar, Orlando, Pembroke Pines, the Schools Boards of Brevard, Hillsborough, Lee, St. Johns, St. Lucie and Volusia County, and Citizens Property Insurance Corporation. Mr. Sansbury is also financial advisor to the City of Clearwater. Mr. Sansbury received his B.S.B.A. from the Warrington College of Business at the University of Florida with a major in Finance and a minor in Economics. He received his M.B.A. at the University of South Florida with specializations in Finance, International Business and Marketing. Mr. Sansbury is registered with his Series 7, 53 and 63 licenses. Banking Support: Margaret Lezcano, Managing Director 111 N. Magnolia Ave., Suite 1175, Orlando, FL 32801 I (407) 956-6803 I LezcanoM@stifel.com Margaret Lezcano joined the Orlando office of Stifel in 2013 and has over 20 years of public finance banking experience. Most recently, Ms. Lezcano was a Managing Director and Head of the Southeast Public Finance Group at Loop Capital Markets. She started her career in New York, primarily as a Vice President with Goldman Sachs and a Director at Citigroup Global Markets. Ms. Lezcano has extensive financing experience with local government issuers throughout the Southeast region and particularly within the State of Florida. Ms. Lezcano has senior managed local government transactions for the Central Florida Expressway Authority (formerly the Orlando Orange Stifel 1111 N. Magnolia Avenue, Suite 1175, Orlando, FL 32801 1(407) 956-6806 18 STIFEL County Expressway Authority), the Greater Orlando Aviation Authority, Broward County, Miami -Dade County, Palm Beach County, Seminole County, and the Cities of. Leesburg, Miami Lakes, Miami Gardens, and Orlando, just to name a few. Other notable local government clients in Florida include Osceola County, the Cities of Ocala, Pensacola, and Tamarac and the Reedy Creek Improvement District. Ms. Lezcano has specific expertise structuring transactions for catastrophe clients, including Citizens Property Insurance Company, the Florida Hurricane Catastrophe Fund, California Earthquake Authority and the Texas Windstorm Insurance Association. Of note, Ms. Lezcano was a senior banker for the Commonwealth of Puerto Rico's first forward bond offering, named "Deal of the Year" by Institutional Investor and a senior banker for the inaugural bond issuance by Florida Citizens Property Insurance Corporation, which was named "Deal of the Year" by The Bond Buyer in 2004. Ms. Lezcano earned an M.P.P, from Harvard University's Kennedy School of Government and a B.A. from the University of Florida. Ms. Lezcano is registered with her Series 7 and 63 licenses. Quantitative Leadership: Timothy Sackmaster, Associate 111 N. Magnolia Avenue, Suite 1175, Orlando, FL 32801 I (407) 956-6805 I SackmasterT@stifel.com Timothy Sackmaster joined Stifel in May 2012 after spending the previous year as an Analyst with Raymond James & Associates, Inc. Prior to working in the public finance industry, Mr. Sackmaster served a yearlong internship with the State of Florida's State Board of Administration in the Strategic Investments Division. Some of Mr. Sackmaster's responsibilities at Stifel include developing debt overview profiles of various municipal issuers, providing new money and refunding analyses, assisting with live deals, and designing complex cash flow and debt financing models. Mr. Sackmaster has severed as a quantitative analyst on over 43 financings exceeding $3.5 billion in par amount for Florida transactions. He has spent his entire career providing analytical support for Florida issuers and has experience with credits including: certificates of participation, water and wastewater revenue, sales tax revenue, covenant to budget and appropriate, sea port revenue, general obligation, tourist development tax, non -tax revenue, among others. Mr. Sackmaster received his Bachelor and Master's degrees in Finance from Florida State University. Mr. Sackmaster is registered the Series 7 and 63 securities licenses. Stifel 1111 N. Magnolia Avenue, Suite 1175, Orlando, FL 32801 1(407) 956-6806 19 STIFEL 6. Qualifications and Experience of Personnel b) For the Proposer and for each employee of the Proposer listed above (i.e. the primary account executive and public finance professionals assigned to the Engagement), a brief explanation of: (i) litigation pending or past judgments entered against the individual or his or her Proposer, because of an act or omission of such individual in a professional liability action, if any; and (ii) regulatory or criminal actions, proceedings or investigations to which the individual or the Proposer has been subject over the last three years, whether or not the same has resulted in charges, convictions, suspensions or debarments (no page limit). The employees of Stifel who would work on assignments for the City do not have disciplinary histories. Stifel has nothing to report concerning litigation concerning professional liability or criminal actions, proceedings, or investigations. Our disclosures concerning regulatory proceedings may be found in our Form B/D referred to in our response to Question 4(c). Stifel 1111 N. Magnolia Avenue, Suite 1175, Orlando, FL 32801 I (407) 956-6806 20 STIFEL 6. Qualifications and Experience of Personnel c) Documentation of the Proposer's participation in the City's recent negotiated sale or the negotiated sales of other municipalities in the State of Florida, STIFEL BANKERS' EXPERIENCE WITH CITY OF MIAMI FINANCINGS While the firm itself has had a Florida office since 2012, the Stifel bankers who will be working with the City during the proposed engagement have ample experience with the City, as referenced throughout this proposal. A list of these transactions can be found in the table below: Stifel Bankers' Experience with City of Miami Financings 11/15/07 12/05/07 80.000 05/20/09 05/29/09 51.055 07/10/09 07/16/09 37.435 10/23/09 11/05/09 6.485 10/23/09 11/05/09 60,110 11/19/09 12/02/09 65.000 07/21/10 07/29/10 84.540 07/21/10 07/29/10 16.830 07/13/11 07/21/11 70.645 Special Obligation Bonds Limited Ad Valorem Tax Bonds Pension Refunding Revenue Bonds Parking Sys Rev& Rev Ref Bonds Parking Sys Rev& Rev Ref Bonds Special Obligation Bonds Tax -Exempt Special Obligation Parking Rev Bonds Taxable Special Obligation Parking Rev Bonds Special Obligation Rev Ref Bonds Series 2007 Co -Manager Series 2009 Co -Manager Series 2009 Co -Manager Series 2009 Co -Manager Series 2009 Co -Manager Series 2009 Co -Manager Series 2010A Co -Manager Series 2010E Co -Manager Series 2011A Co -Manager STIFEL'S FLORIDA NEGOTIATED FINANCING EXPERIENCE Since the opening of Stifel's Orlando public finance office in May 2012, the firm has quickly gained Florida market share. Stifel has served as sole or senior manager on 23 negotiated Florida municipal financings valued at a total par amount in excess of $660 million since 2012. Within the past year, Stifel has priced over $310 million of Florida senior managed bonds for Hialeah, Highlands County Schools, Marion County Schools, Seminole County and St. Pete Beach, Stifel has also served as a co- manager on 23 negotiated Florida municipal financings valued at a total par amount of over $2.5 billion during this time period. The table below highlights this experience on an annual basis. A detailed listing of our Florida negotiated underwriting experience can be found in Appendix C to this proposal. Stifel's Florida Negotiated Underwriting Experience 2012 2013 2014 2015 7 4 2 10 115.425 83.340 116.475 349.675 5 5 13 519.415 460.200 1,540.145 Stifel 1111 N. Magnolia Avenue, Suite 1175, Orlando, FL 32801 1(407) 956.6806 21 STIFEL 6. Qualifications and Experience of Personnel d) Provide no Tess than a list of three (3) references within the past five (5) years for whom similar services were performed. Include the term of the contract, the compensation structures, and include the address, phone number(s) and contact persons within the organization. Provided below are three client references that the City should contact to provide information on the services provided by Stifel and its primary bankers on recent Florida transactions similar to those that might be completed by the City: MR, JAVIER COLLAZO FINANCE DIRECTOR, CITY OF HIALEAH 501 Palm Avenue, 4th Floor, Hialeah, FL 33010 (305) 883-5856 I jcollazo@hialeahfl.gov Services Provided: $25,000,000 Taxable Special Obligation Revenue Bonds, Series 2015A (Senior Manager) $21,145,000 Special Obligation Refunding Revenue Bonds, Series 2015E (Senior Manager) Term I Compensation Structure of Contract: Hired September 2015 — Closed December 2015 Paid on a Per Bond Basis at Closing MR. CHRIS MCCULLION TREASURER, CITY OF ORLANDO 400 S. Orange Avenue, 4th Floor Orlando, Florida 32802 (407) 246-2346 I christopher.mccullion@cityoforlando.net Services Provided: $236,290,000 Contract Tourist Development Tax Payments Revenue Bonds, Series 2014A (Co -Manager) Term / Compensation Structure of Contract: Hired February 2014 — Closing Anticipated in May 2014 Paid on a Per Bond Basis at Closing MS. PATRICIA BLISS CHIEF FINANCIAL OFFICER, CITY OF DAYTONA BEACH 301 S. Ridgewood Avenue Daytona Beach, Florida 32114 (386) 671-8060 I blissp@codb.us Services Provided: $54,450,000 Utility System Refunding and Improvement Revenue Bonds, Series 2012 (Senior Manager) Term / Compensation Structure of Contract: Hired July 2012 — Closed September 2012 Paid on a Per Bond Basis at Closing Stifel i 111 N. Magnolia Avenue, Suite 1175, Orlando, FL 32801 i (407) 956.6806 22 STIFEL 6. Qualifications and Experience of Personnel e) Relevant experience of the firm and the individuals assigned to the issuer, and the identification and experience of the individual in charge of the day-to-day management of the bond sale, including both the investment banker(s) and the underwriter(s). STIFEL BANKERS' ADDITIONAL EXPERIENCE In addition to their direct experience with the City, the banking team that will work with the City has extensive recent experience bringing Florida bond transactions to market. Since 2012, the Stifel banking and underwriting team that will work with the City has senior or co -managed managed 45 Florida bond transactions valued at nearly $4 billion in par amount. The list below highlights this experience and the lead banker and/or underwriter involved. 04/12/12 08/17/12 02/22/13 04/12/13 04/12/13 05/02/13 06/13/13 09/10/13 09/12/13 10/09/13 10/15/13 03/28/14 04/25/14 05/29/14 08/15/14 08/19/14 09/19/14 12/05/14 01/07/15 01/08/15 02/11/15 02/26/15 03/23/15 04/02/15 04/08/15 04/10/15 05/01/15 05/01/15 05/08/15 05/21/15 05/21/15 05/21/15 05/21/15 05/21/15 06/02/15 06/10/15 07/29/15 08/05/15 08/13/15 10/09/15 10/09/15 10/27/15 11/20/15 11/20/15 11/20/15 18.810 54,450 77,255 50.900 91,320 15.345 29.720 59,815 24.330 4,760 28,075 236,290 3.430 113,045 72.340 29.040 62.310 60.220 54.845 99,625 100,695 79.595 253.945 28,210 20.250 79,880 32.025 149,270 76,045 50.000 150.000 225.000 275,000 300,000 155,055 13.000 32.860 100,625 306.645 0.780 11.390 233.135 21,145 25,000 40,205 Stifel Investment Banking Team's Florida Underwriting Experience Since 2012 Daytona Beach City -Florida Daytona Beach City -Florida St Lucie Co School Board Brevard Co School Board Brevard Co School Board Leesburg City -Florida Femandina Beach City -Florida Miramar City -Florida Miami -Dade Co -Florida Madeira Beach City -Florida Palm Beach Co -Florida Orlando City -Florida Highlands Co School Board Volusia Co School Board Lee Co School Board Pembroke Pines City -Florida Brevard Co School Board Lee Co School Board St Johns Co School Board Florida Department of Mgmt Svcs Brevard Co School Board Miramar City -Florida Florida State BOE Volusia Co School Board Charlotte Co -Florida St Lucie Co SD Seminole Co -Florida Seminole Co -Florida Pembroke Pines City -Florida Florida Citizens Prop Ins Corp Florida Citizens Prop Ins Corp Florida Citizens Prop Ins Corp Florida Citizens Prop Ins Corp Florida Citizens Prop Ins Corp Broward Co SD St Pete Beach City -Florida Marion Co School Board Hillsborough Co SD Florida State BOE Shalimar Town -Florida Shalimar Town -Florida Florida State BOE Hialeah City -Florida Hialeah City -Florida Highlands Co School Board GO Refunding Bonds Utility Sys Ref& Imp Rev Bonds Ref Certificates of Participation Ref Certificates of Participation Ref Certificates of Participation Capital Improvement Ref Rev Bonds Utility System Ref Revenue Bonds Special Oblig Ref& Imp Rev Bonds Cap AssetAcq Special Oblig Bonds Capital Improvement Rev Bonds Public Improvement Rev Bonds Revenue Bonds Capital Imp & Ref Revenue Bonds Ref Certificates of Participation Certificates of Participation Public Improvement Rev Ref Bonds Ref Certificates of Participation Certificates of Participation Ref Certificates of Participation Ref Certificates of Participation Ref Certificates of Participation Capital Improvement Ref Rev Bonds Pub Educ Capital Outlay Ref Bonds Ref Certificates of Participation Capital Improvement Ref Rev Bonds Sales Tax Refunding Rev Bonds Water & Sewer Revenue Ref Bonds Water & Sewer Revenue Ref Bonds General Obligation Bonds Coastal Account Sr Secured Bonds Coastal Aocount Sr Secured Bonds Coastal Account Sr Secured Bonds Coastal Account Sr Secured Bonds Coastal Account Sr Secured Bonds General Obligation School Bonds Capital Improvement Revenue Bonds Ref Certificates of Participation Ref Certificates of Participation Pub Educ Capital Outlay Ref Bonds Multi-Fam Housing Rev Ref Bonds Multi-FamilyHsg Rev Ref Bonds Public Ed Cap Outlay Ref Bonds Special Obligation Ref Rev Bonds Special Obligation Revenue Bonds Ref Certificates of Participation Series 2012 Co -Manager Series 2012 Senior Manager Series 2013 A Co -Manager Series 2013 B Co -Manager Series 2013 A Co -Manager Series 2013 Senior Manager Series 2013 A Co -Manager Series 2013 Co -Manager Series 2013 B Senior Manager Series 2013 Sole Manager Series 2013 Senior Manager Series 2014 A Co -Manager Series 2014 Sole Manager Series 2014 B Senior Manager Series 2014 A Co -Manager Series 2014 Co -Manager Series 2014 Co -Manager Series 2014 B Co -Manager Series 2015 Co -Manager Series 2015 A Co -Manager Series 2015 B & C Co -Manager Series 2015 Co -Manager 2015 Series C Co -Manager Series 2015 Co -Manager Series 2015 Co -Manager Series 2015 Co -Manager Series 2015 B Senior Manager Series 2015 A Senior Manager Series 2015 Co -Manager Series 2015 A-1 Co -Manager Series 2015 A-1 Co -Manager Series 2015 A-1 Co -Manager Series 2015 A-1 Co -Manager Series 2015 A-2 Co -Manager Series 2015 Co -Manager Series 2015 Senior Manager Series 2015 B Senior Manager Series 2016A Co -Manager 2015 Series E Co -Manager Series 2015 A-2 Sole Manager Series 2015 A-1 Sole Manager 2015 Series F Co -Manager Series 2015 B Senior Manager Series 2015 A Senior Manager Series 2015 Sole Manager Competitive - Nan Murphy Negotiated MattSansbury Nan Murphy Negotiated Alex Bugallo Alan Murphy Negotiated Alex Bugallo Nan Murphy Negotiated Alex Bugallo Nan Murphy Negotiated MattSansbury Nan Murphy Negotiated Matt Sansbury Nan Murphy Competitive - Alan Murphy Competitive - Alan Murphy Negotiated Alex Bugallo Nan Murphy Competitive - Alan Murphy Negotiated Margaret Lezcano Nan Murphy Negotiated Alex Bugallo Alan Murphy Negotiated Alex Bugallo Alan Murphy Negotiated Alex Bugallo Alan Murphy Negotiated Alex Bugallo Alan Murphy Negotiated Alex Bugallo Alan Murphy Negotiated Alex Bugallo Alan Murphy Negotiated Alex Bugallo Alan Murphy Competitive Alan Murphy Negotiated Alex Bugallo Alan Murphy Negotiated Alex Bugallo Alan Murphy Competitive Alan Murphy Negotiated Alex Bugallo Alan Murphy Negotiated Alex Bugallo Alan Murphy Negotiated Alex Bugallo Alan Murphy Negotiated Margaret Lezcano Alan Murphy Negotiated Margaret Lezcano Alan Murphy Negotiated Alex Bugallo Alan Murphy Negotiated MargaretLemano Alan Murphy Negotiated Margaret Lezcano Alan Murphy Negotiated Margaret Lezcano Alan Murphy Negotiated Margaret Lezcano Nan Murphy Negotiated Margaret Lezcano Alan Murphy Competitive - Alan Murphy Negotiated MattSansbury Alan Murphy Negotiated Matt Sansbury Alan Murphy Negotiated Matt Sansbury Alan Murphy Competitive - Alan Murphy Negotiated - Nan Murphy Negotiated Alan Murphy Competitive - Nan Murphy Negotiated Margaret Lezcano - Negotiated Margaret Lezcano - Negotiated Alex Bugallo Nan Murphy Stifel 1111 N. Magnolia Avenue, Suite 1175, Orlando, FL 32801 1(407) 956-6806 23 STIFEL 6. Qualifications and Experience of Personnel 0 A description of the firm's bond distribution capabilities including the experience of the individual primarily responsible for underwriting the proposed bonds. The firm's ability to access both retail and institutional investors should be described. Stifel has created a tax-exempt bond distribution platform that has allowed us to become one of the largest distributors of municipal bonds in the country. Through our firm's retail brokerage network and institutional sales and trading arm, which is one of the largest and most active in the country, Stifel is able to distribute the City's bonds to a wide -range of potential buyers, increasing demand and lowering the City's cost of capital. Florida National Stifel's Underwriting and Distribution Capabilities 7 14 3 7 80 45 316 4,350 19 122 29,788 $6.8 B 357 2,178 742,415 $160.5 B UNDERWRITING CAPABILITIES Stifel currently has seven municipal underwriting desks nationwide and is the only investment banking firm to have at least one underwriting desk in each of the four continental U.S. time zones. The firm has 14 underwriters who focus not only on traditional tax-exempt fixed rate bonds, but also on taxable/AMT bonds, variable rate bonds, bank qualified debt, and high -yield or "story" bonds. The City's underwriting(s) will be led by veteran underwriter Alan Murphy, who has 39 years of municipal underwriting experience, a vast majority of which he has spent covering the Southeast and Florida markets (see Mr. Murphy's bio below). The City's fixed rate underwriting(s) will be led by veteran underwriter Alan Murphy, who has 39 years of municipal underwriting experience, a vast majority of which he has spent covering the Southeast and Florida markets. Betsy Kiehn, Managing Director, who is work out of the firm's Stifel's short-term products desk in San Francisco, would serve as underwriter should the City peruse any variable rate products. Mr. Murphy and Ms. Kiehn will be available to the City not only when financings are about to be priced, but throughout the proposed engagement should the City need structuring suggestions or municipal market updates. Stifel's National Underwriting Presence Fixed Rate Underwriting: Alan Murphy, Managing Director 112517t" Street, Suite 1600, Denver, CO 80202 I (303) 291-5322 I MurphyA@stifel.com Alan Murphy joined Stifel in October 2009 to increase the firm's national negotiated underwriting presence in the Southeast and Northeast and to lead its national competitive underwriting platform. Mr. Murphy has almost four decades of municipal bond underwriting and trading experience. From 2008- 2010 he served on the Board of Directors for the MSRB, serving as the Vice Chairman during his last year. Mr. Murphy also served as Secretary of the Municipal Forum in New York and President of the Municipal Bond Club of New York. Prior to joining Stifel, Mr. Murphy served as the head of municipal underwriting and co-head of tax- exempt fixed income at Prudential Securities, a firm which was active in the Florida municipal underwriting market. His tenure there lasted 28 years. After leaving Prudential Securities, Mr. Murphy was responsible for opening the U.S. capital markets operations at Popular Securities, Inc. and the Northeast regional trading office of Duncan Williams Inc. Stifel 1111 N. Magnolia Avenue, Suite 1175, Orlando, FL 32801 1(407) 956-6806 24 STIFEL Mr. Murphy received his M.B.A. in Finance from the University of Tennessee and his B.S. in Economics from the University of North Carolina at Wilmington. Mr. Murphy is registered with his Series 7, 24, 53 and 63 licenses. Variable Rate Underwriting: Betsy Kiehn, Managing Director One Montgomery Street, Suite 3700, San Francisco, CA 94104 I (415) 364-2791 1 BKiehn@stifel.com Ms. Betsy Kiehn has been with Stifel since 2005 and currently manages the firm's short-term underwriting and variable rate remarketing practice. The current portfolio is nearly $2 billion in par amount, comprised of 70 discreet programs. Ms. Kiehn coordinates initial marketing and placement of new issue variable programs and oversees marketing of ongoing remarketing programs. She is also responsible for the pricing of all short-term note products. Ms. Kiehn is a member of the Board of the San Francisco Municipal Bond Club. Ms. Kiehn holds a B.S. degree from the University of Vermont. INSTITUTIONAL DISTRIBUTION CAPABILITIES From an institutional distribution standpoint, in addition to covering large institutional clients, Stifel covers thousands of small institutions in the Tier II and Tier III categories (such as regional corporations and trust departments). These types of buyers are frequently overlooked by institutional sales desks of major investment banks, even though they are significant buyers of municipal bonds. In fact, Stifel is one of the few large investment banks that have continued to maintain significant contact with these smaller institutions as we have grown into a top 10 underwriting firm. This segment of buyers has proved to provide great benefit to Stifel's municipal clients. Stifel's institutional sales efforts results in blanket coverage of over 4,350 institutional investors. Stifel's institutional distribution encompasses 234 fixed income sales professionals and 82 trading professionals located in 45 offices worldwide. Three of the firm's institutional sales/trading offices are located in Florida in Boca Raton, Rosemary Beach and Tampa. As one of the largest municipal bond underwriters in the nation, Stifel has forged deep relationships with Tier II and Tier III institutional investors, specifically in the Midwest and western United States, which are. areas that are traditionally ignored by the traditional "Wall Street" banks. All institutional sales efforts will be led by Richard Beames from Stifel's San Francisco sales and trading desk. Mr. Beames serves as the firm's Municipal Institutional Sales Manager and has over 30 years of experience working with institutional salespeople and institutional clients across the country. Municipal Institutional Sales Manager: Richard Beames, Managing Director One Montgomery Street, Suite 3700, San Francisco, CA 94104 I (415) 364-6822 I RBeames@stifel.com Richard Beames has been working in San Francisco in the municipal bond business since 1984. Mr. Beames joined Stone & Youngberg in 1998, bringing with him excellent relationships with mutual fund portfolio managers and investment advisors. In 2002, Mr, Beames became Stone & Youngberg's National Municipal Institutional Sales Manager and was chosen to continue in this role with Stifel upon Stone & Youngberg being acquired by Stifel in October 2011. Mr. Beames maintains sales coverage of major institutional investors across the country and is in constant contact with these professionals. Mr. Beames has served two terms on the MSRB Professional Qualifications Advisory Committee and he is a past President of the San Francisco Municipal Bond Club. Mr. Beames earned his B.S. degree from Stanford University, Mr. Beames is registered with his Series 7, 24, 53 and 63 licenses. Stifel 1111 N. Magnolia Avenue, Suite 1175, Orlando, FL 32801 1(407) 956.6806 25 STIFEL RETAIL DISTRIBUTION CAPABILITIES At its core, Stifel is a retail brokerage firm with 2,178 retail brokers based in 357 offices in 45 states. The firm's retail salesforce manages more than $160 billion in assets and has grown more than 300% in terms of both sales representatives and assets under management since 2005, In Florida, Stifel maintains 19 retail offices with 122 brokers that manage nearly 30,000 accounts worth approximately $6.8 billion, The maps below further highlight Stifel's retail distribution network, which is the 6th largest in the nation. Stifel's National Retail Presence (Retail Offices / Retail Brokers) NH (3/5) MA (7/53) RI(1/3) Cr (4/20) NJ (8/79) DE DC (1/8) (2/4) MD (6/34) Stifel 1111 N. Magnolia Avenue, Suite 1175, Orlando, FL 32801 1(407) 956-6806 26 STIFEL 7. Understanding of City a) Describe the Proposer's understanding of the City's financial situation, including ideas on how the City should approach its current financing issues, such as bond structures, credit rating strategies and investor marketing strategies (limit to two pages). The assigned Florida based banking team has direct experience working with the City and therefore has a clear understanding of where the City was financially in the past, where it is now, and the City's goals going forward. The turnaround of the City, spearheaded by the new administration, is nothing less than remarkable considering the amount of progress that has taken place in the last five years. During this time, the City has gone from multi -year unsustainable budget deficits to structurally balanced budgets producing significant surpluses. Its unreserved/unassigned general fund balance once below the State's minimum requirement, now exceeds 20% of operating revenues. Of course, there are still challenges ahead with respect to ongoing litigation, high pension costs and high poverty rates, To address these challenges, which are shared by many large urban cities across the country, the City will need to make some difficult decisions in the years ahead and the reality is that very few, if any of those decisions, will pertain exclusively to the management of its debt portfolio. Nonetheless, the debt management suggestions presented below in conjunction with effective political and/or administrative policy changes will help the City continue on its recent path to success, OVERVIEW OF OUTSTANDING DEBT The City current has approximately $700 million of bonds outstanding comprised of unlimited tax general obligation bonds ("UTGO"), limited tax ad -valorem bonds ("LTGO"), parking system revenue bonds, special obligation bonds and/or bonds secured by the City's covenant to budget and appropriate from legally available non -ad valorem revenues ("CB&A"). Under current market conditions, the City has an opportunity to refund for economic savings several of its outstanding series of bonds. The tables below summarize these opportunities broken down by pledged security and subsequent series, Refunding Opportunities- Limited Ad Valorem Tax Bonds 2002 (CIBs)* Tax -Exempt $8,660,000 2016 - 2021 4.400% - 4,875% 1/1/2012 New Money 2007B Tax -Exempt $50,000,000 2023-2028 4.625%-5,000% 1/1/2017 New Money 2009 Tax -Exempt $41,540,000 2016 - 2029 4,000% - 5,500% 1/1/2019 New M oney *Issued in conjuction with capital appreciation bonds in the same series. Refunding Opportunities -Parking System Revenue Bonds 2009 (TE) Tax -Exempt $60,110,000 2019 - 2039 4.250% - 5.350% 10/1/2019 Current Ref/ NM Refunding Opportunities -Special Obligation Bonds (Street & Sidewalk Improvement Program) ixt lit 2007 Tax -Exempt $69,250,000 2016 2037 3.750% - 5,250% 1/1/2018 New M oney 2009 Tax -Exempt $60,150,000 2016-2039 4.000%-5.625% 1/1/2019 New Money FUTURE BOND STRUCTURING CONSIDERATIONS One of the credit rating agencies concerns with respect to the City's financial position is its above average debt levels, Instead of amortizing future refunding bonds such as those presented above with a traditional level savings structure where the City lowers its annual obligation by an equal annual amount, the City should consider keeping annual debt service the same and shortening the life of the debt. By implementing this strategy, the City will maximize present value savings for any given refunding by retiring the debt early, improve the 10-year principal payout level which is a metric used by the rating agencies in evaluating debt portfolios, and hedge against future interest rate increases. Stifel 1111 N. Magnolia Avenue, Suite 1175, Orlando, FL 32801 I (407) 956-6806 27 STIFEL With regards to its outstanding Limited Ad Valorem Tax Bonds, the City should consider eliminating the 10% CB&A back-up pledge, one refunding at a time, under a new resolution. The 1.218 mill constraint on the combined UTGO and LTGO debt is a non -issue given the City's latest 2014 Net Taxable Assessed Value of $35.3 billion. Adding the City's CB&A pledge to bonds supported by ad valorem revenues requiring approximately 0.82 mills assuming a 96% collection rate does not materially impact the rating of the City's general obligation or limited tax bonds. The reason for the City's general obligation bond rating being one -notch higher than its CB&A has nothing to do with the fact that the Limited Ad Valorem Tax Bonds have a double barrel security, but all to do with the fact that it has a voted dedicated revenue source providing ample coverage based on millage constraint. Removing the City's CB&A also benefits other parity bonds and provides the City with greater future financial flexibility. For other remaining CB&A secured debt, the City should consider the impact of substituting the CB&A with a direct revenue pledge on the potential rating(s) and overall cost of financing. In recent years, we have seen a shift in investor preference from CB&A to a direct revenue pledge. The rating agencies have also shown more favoritism towards a direct revenue pledge over CB&A in recent years. This is less of an issue for a city the size of Miami with large and diverse revenue source, but might be worth at least considering when the time comes to either refund or issue new CB&A debt. CREDIT RATING AGENCY STRATEGIES Stifel has developed a quantitative model that replicates Moody's rating methodology based on publicly available reports. The table herein summarizes the City's strengths and weaknesses of its general fund pledge from a quantitative perspective. Based on our analysis, the City's general fund pledge should be rated in the "Aa3" category rather than the current "Al" category. Of course, this model does not take into account "other material events" that have occurred at the City over the past few years which have affected ratings. If selected as senior manager, Stifel will work with the City to get the highest credit rating possible and will use these models to assist with the rating agency process. Economy/Tax Base Finances Miami's Estimated Ratings Scorecard • General Fund Pledge Tax Base Size (full value) Management Full Value Per Capita Wealth (median family income) 10,0% 0 Fund balance (% of revenues) Fund Balance Trend (5-yearchange) Debt/Pensions Total Cash Balance (% of revenues) Cash Balance Trend (5-year change) 10.0% 10.0% Institutional Framework Operating History Debt to Full Value Debt to Revenue Adjusted Net Pension Liablity(3-year average) to Full Value 10,0% Adjusted Net Pension Liablity(3-year average) to Revenue 5.0% 5.0% _=- 5,0% 10,0% 10,0% 5.0% 5.0% 5.0% 5,0% 100% Source: Moody's - US Local Govemment General Obligation Debt INVESTOR MARKETING STRATEGIES Rather than focusing on our marketing approach for selling the City's bonds which we have already addressed in prior questions, we believe that the City's efforts would be better spent on "investor relations" strategies. The City needs to tell its story of how its turnaround and should not necessarily wait for a bond deal to do so but rather start laying the groundwork now in order to strengthen its relationship with current and prospective investors. The secondary market trading of the City's bonds is a very important indication of how investors would perceive a new issuance and implementing an investor relations strategy would certainly help this cause. An investor relations strategy should include both frequent and accurate financial transparency as well as direct personal communication with investors. The first part can be accomplished by creating a website with the following characteristics: "Effective Name" such as (www.miamibondholder.com); "Accessible" and searchable with key words; "Calendar" with upcoming financings; "Automated Investor Outreach" which allows bondholders to subscribe to information released by the City via automatic emails. The last portion, direct personal communication can best be accomplished by using the resources of its underwriting team to set up individual presentations with largest holders of the City's bonds and/or other pre -identified potential investors. This is much more personable than an investor call in which little to no interaction occurs since these investors are competing with each other and prefer not to share ideas, questions, or information with each other in an open forum type of setting. Stifel 1111 N. Magnolia Avenue, Suite 1175, Orlando, FL 32801 1(407) 956-6806 28 STIFEL 7. Understanding of City b) Describe the Proposer's understanding of the City's local political, economic, legal and other issues that may affect the proposed financing (limit to two (2) pages). Stifel's banking professionals that will work with the City on the proposed engagement have significant experience working with the City on past financings and monitoring the secondary market trading of the City's outstanding bonds. These individuals, two of which are native Floridians hailing from the tri-county area, are domiciled and spent most of their adolescent and adult lives in Florida. As such, the firm is aware of and follows closely the local political, economic and legal climate in the City. While the City had experienced financial and legal challenges in the past several years, we agree with the sentiment expressed by Mayor Regalado during a State of the City address, "Miami is back and better than ever!" From a local political perspective, the City has shown resiliency in its leadership, especially under Mayor Regalado, who was easily reelected to his second term, and council members who are active fiduciaries of the City's purse. Commission Chairman Gort himself had a long career in banking and public finance prior to being elected into office and the other Commission members have notable careers in government and/or as elected officials in the City. Furthermore, the recent appointments in the City Manager's, City Attorney's and City Clerk's office underscore the City's active leadership and management. Most recently, the South Florida chapter of the ASPA designated City Manager Alfonso as Public Administrator of the Year. Under his leadership; the City has earned several financial recognitions (e.g., reduced budget, efficiencies and positive general fund balances). Continuity and stability in management goes a long way in gaining public trust and the City is working hard to maintain this strategy going forward. From a financial perspective, the City is noted to have taken great strides to recover from the difficult financial position of the late 2000s, the times of deficits in excess of $100 million. The fiscal policies to balance budgets by taking on tough labor unions brought national attention to the City and have become a model that other local governments have since followed. These policies allowed the City to shore -up its coffers without jeopardizing public safety or the clean streets that make the City a tourist hotspot and generate significant revenue for the general fund. Recent adjustments to the City's debt and investment policies have also contributed to its financial stability. All of this hard work is paying off as the City had its credit ratings upgraded by multiple rating levels by Moody's and Standard & Poor's this year. In common, the rating agencies lauded the City's reserves, general fund surpluses and economic expansion and development as key successes. The City is also taking a leadership stand in its commitment to long term financial stability by actively working through its pension liabilities. The City has publically committed to an actuarial review of its pension obligations, funding requirements and affordability of its top -to -bottom pension reform initiative. Success in this area will also garner further positive attention from the rating agencies and lay groundwork for future rating increases, as both rating agencies cited economic weakness that stems from unfunded pension liabilities. Stifel understands the struggles that come along with trying to remedy pension funding shortfalls. Earlier this month, Stifel closed the Series 2015A Bonds for the City of Hialeah which were issued to fund a portion of Hialeah's 2015 and 2016 pension obligations. From a legal perspective, this is not the Miami of the mid-1990s when the State assumed control of the City's checkbook. The City has taken many measures and implemented many policies to ensure that those days will not repeat themselves. The City's current SEC investigations stem back to 2009 and the City denies wrongdoing and is actively defending itself. In an abundance of caution, the City's Finance Department has been retooled and is under fresh leadership. At issue is the legality of certain interfund transfers and whether or not the City and its former Budget Director made materially false and misleading statements and omissions about these transfers in three 2009 bond offerings totaling $153.5 million. The Mayor and City Commissioners have volunteered to speak with the SEC and the Mayor of Miami -Dade County has also gone on record to support the contention that the documents related to the transactions in question were not misleading. The City has Stifel 1111 N. Magnolia Avenue, Suite 1175, Orlando, FL 32801 I (407) 956.6806 29 STIFEL continuously demonstrated its ability and will to implement fiscal reforms and its efforts to segregate accounts and policies for interfund transfers. Important to note is that at no point were any of the potential penalties against the City materially impact its financial health and the City has even offered to settle the case. While the City has not issued debt since the time of the most recent investigations, it would have support from the investor community to do so then and even more so now with the credit ratings upgrades. Many governments with further -reaching and structural issues have been successful in offering bonds to the capital markets in times of stress, most recently in the State of Illinois and the Cities of Detroit and Chicago. The City is a high profile issuer with a large and diverse economy. A global destination and gateway to the emerging markets of South America combined with the much improved fiscal situation is a good story to tell. Stifel is best positioned to share this story with our extensive retail and institutional investor base. More to the point, it would be our privilege to tell the story of the City. One last area to discuss here is the effect of certain City initiatives and development on any financing. The City has several initiatives, including Elevate Miami, Miami 21, Green Miami and Access Miami. The latter, Access Miami, was recently recognized by the Kennedy School at Harvard University. The City also has several economic development projects underway, including affordable housing (e.g., Edificio Pineiro, Stirrup Plaza II), a historically difficult task given the high land values in the City. The combination of quality of life initiatives, economic development goals and programs designed to elevate all Miami residents (i.e., not just the underprivileged) is the final key to the City's continued success. Stifel 1111 N. Magnolia Avenue, Suite 1175, Orlando, FL 32801 1(407) 956.6806 30 STIFEL 8. Description of the approach to providing services requested in the solicitation Provide a synopsis the Proposer's process and procedures, the standards it adheres to, and its general philosophy to the underwriting process. Describe how the Proposer views the roles of the other parties, such as the client, in the process. As a top -ranked underwriter of municipal bonds, Stifel adheres to a streamlined underwriting process with the following objectives: • Best disclosure practices based on the opinions of bond/disclosure counsel, underwriter's counsel, the City, its financial advisor and the syndicate underwriting team, • Internal approval by Stifel's Commitment Committee, • Active pre -marketing to enhance the appetite from investors and therefore achieve the lowest cost of capital, • Proactive participation in all aspects of the financing process in order to simplify the effort required from City staff, and • Full compliance with all regulatory agency requirements. Best Disclosure: Stifel's banking team will work with the City, its financial advisor, bond/disclosure counsel, underwriter's counsel and members of the syndicate to not only provide the appropriate disclosure required by our more than 4,350 institutional accounts and 740,000 retail accounts, but also to protect the City from future legal ramifications. This effort includes actively participating in the due diligence of offering documents, past and future continuing disclosure requirements, and potential legal liabilities or consequences. Internal Approval: Stifel's internal policy requires Commitment Committee approval for every transaction without an underlying rating or a published rating below the lowest investment grade category (Baa3/BBB-/BBB-) prior to the distribution of any offering document to the sales force. The policy also requires approval on all negotiated issues, except those rated in an investment grade category by Moody's, S&P or Fitch in which Stifel's underwriting liability is less than $25 million. If selected to serve as senior managing underwriter on any of the City's issuances in which our firm's liability exceeds $25 million, our banking team would work directly with our firm's Commitment Committee to receive approval without any additional effort required from the City. Active Pre -Marketing: The City benefits from being a world destination, having a large and diverse tax and revenue base, and a recovering and growing local economy and financial position. Despite these benefits, due to financial difficulties stemming from the structural deficits of years past and the ongoing investigations and/or potential legal ramifications with respect to recent public offerings, all of the City's credits will be marketed as "story bonds". This should not be construed as a negative in the marketing and pricing of any future issuance, but rather as an opportunity to tell investors the impressive story of what the City has done to balance its general fund budget, rebuild its reserve levels and begin to implement its capital improvement plan. Stifel is not only familiar with marketing these types of credits, but most importantly, our banking, sales, and underwriting team has an. unmatched level of expertise in communicating these stories to investors. While the opportunity to communicate the City's story is much easier from a senior manager perspective, Stifel is committed to dedicating the same level of effort as a member of the City's syndicate. Proactive Participation: Having worked on hundreds of financings for Florida local governments, including nine of the City's past financings, our local banking team understands the time and effort required of staff to complete a public offering. For this reason, we take a proactive role in the bond issuance process in order to minimize the effort required from City staff. Unlike bankers, whose first priority is ongoing offerings, City staff is often pulled by competing interests or more important directives during the three -to -four month process in takes to complete a bond issuance. The two main areas of the financing process where we typically rely most on the issuer is in developing the disclosure documents (POS & OS) and meeting with the, rating agencies. Stifel 1111 N. Magnolia Avenue, Suite 1175, Orlando, FL 32801 1(407) 956.6806 31 STIFEL A summary list of the tasks and responsibilities our team is prepared to offer to the City to accomplish our goal of simplifying the effort required by the City can be found on the following page: I. Develop a Financing Plan That Works for the City A. Review debt structure, financial resources, and proposed revenue sources. B. Prepare a detailed financing plan, including an analysis on the appropriate debt product mix, that takes into account the City's goals and capabilities. C. Take into account future financing plans in an attempt to maximize future financing capabilities. D. Analyze new and innovative financing products as they become available and determine their usefulness to the City. E. Comply with full disclosure regulations and all relevant Federal and State laws, F. Evaluate the benefit of bond insurance, the use of a single or multiple rating agencies, the overall structure of the deal including length and distribution of principal (level vs. "warp"), and the use of a debt service reserve fund, G. To develop the plan of finance, Stifel and the financial advisor will need the City's input and guidance and the City will, of course, be required to approve any recommended plan of finance. II. Manage the Financing A. Work side -by -side with the underwriting syndicate and with the City's staff and counsel, as well as other members of the financing team, in making sure the financing is completed as efficiently as possible. B. Participate in all financing meetings and conference calls, as requested, to help ensure that all parties have a clear and complete understanding of the financing. C. Assist as needed in helping the City obtain underlying ratings, which can include leading the rating agency presentation process if the City so desires. D. Assist disclosure counsel, as needed, with the preparation of a comprehensive POS, explaining all factors relevant to the issue and to the City itself. E. Stifel's banking team will review all offering documents in detail and provide feedback on all aspects of the documents. While these documents will have the eyes of the entire financing team, much of the responsibility for information gathering, clarifications, and verification of data will fall to the City's staff. III. Market the Bonds A. Assess market conditions and work with our underwriting desk and with the City to determine an appropriate target date(s) for bringing the issue to market, B. Distribute the POS to our sales staff and potential investors at least a week prior to pricing. C. Prepare and distribute a brief sales point memo to our sales staff that will provide them with a "Cliffs Note" summary of the transaction and its important features which they can use when talking to potential investors. D. Implement a targeted retail advertising campaign within South Florida and throughout the State which may include newspaper ads in both local and financial publications. E. Host conference calls with Stifel's 16 retail branch managers in Florida to discuss the merits of the transaction so that this information may be relayed down to Florida retail investors. F. If appropriate, assist the City in developing an institutional investor net road show to go over the fundamentals of the financing with potential institutional investors and institutional sales forces of both Stifel and the co -managers. IV. Price the Bonds A. Determine the best use of discount/par/premium bonds taking into account investor feedback and bifurcate maturities to attract both retail and institutional investors to the same maturity. B. Use a pricing strategy that is fair to all syndicate members while providing the City with the best possible pricing. C. Should the market warrant, submit an offer to underwrite unsold bonds at a specified dollar price and interest rate, D. Provide full and complete disclosure of our mark-up together with examples of comparable Florida issues so as to assure the City of the fair pricing of the bonds. Stifel 1111 N. Magnolia Avenue, Suite 1175, Orlando, FL 32801 1(407) 956-6806 32 STIFEL V. Close the Transaction A. Assist disclosure counsel, as needed, in finalizing and printing the OS. B. Review all closing documents and develop a closing memo to coordinate the wiring on funds on the moming of closing. C. Provide any follow-up necessary to ensure proper distribution of the bonds. VI. Monitor the City's Future Financing Opportunities A. Assess market fluctuations and determine the City's opportunities therein, including all bond refunding opportunities, B. Inform the City of new and/or useful public finance products that may be beneficial to its overall debt portfolio. C. Track revenue fluctuations and report capacity increases and decreases. D. Inform the City of any events that warrant disclosure and important legislative/tax changes. E. Stay abreast of the Florida municipal market as to any changes which may positively or negatively affect the City and its financing endeavors. Full Compliance: Upon being selected to participate in a City's public offering, Stifel will provide G-17 and G-23 disclosure letters as required by the Municipal Advisory Rulemaking Board's ('MSRB"). MSRB Rule G-17 states that a broker -dealer must deal fairly when hired as an underwriter and shall not engage in any deceptive, dishonest, or unfair practice. MSRB Rule G-23 clearly defines o.ur role as underwriter to the City and not as a financial and/or municipal advisor. Combined, these letters, which are required by all firms hired to serve as a syndicate member, state that an underwriter must adhere solely to its role and provide disclosure with respect to compensation, conflicts of interest and complex municipal security recommendations. In addition, starting July 1, 2014, Stifel began to adhere to all of the provisions of the Municipal Advisor Rule, which was mandated by Section 975 of the Dodd -Frank Wall Street Reform and Consumer Protection Act, passed in July 2010, Stifel 1111 N. Magnolia Avenue, Suite 1175, Orlando, FL 32801 I (407) 956-6806 33 STIFEL 9. Trade Secrets Execution to Public Records Disclosure All Proposals submitted to the City are subject to public disclosure pursuant to Chapter 119, Florida Statutes, An exception may be made for "trade secrets." If the Proposal contains information that constitutes a "trade secret", all material that qualifies for exemption from Chapter 119 must be submitted in a separate envelope, clearly identified as "TRADE SECRETS EXCEPTION,' with the Proposer's name and the RFQ number marked on the outside. Please be aware that the designation of an item as a trade secret by you may be challenged in court by any person. By your designation of material in your Proposal as a "trade secret" you agree to indemnify and hold harmless the City for any award to a plaintiff for damages, costs or attorney's fees and for costs and attorney's fees incurred by the City by reason of any legal action challenging your claim. Stifel's proposal does not contain information that constitutes a "trade secret" and therefore our entire proposal is subject to disclosure pursuant to Chapter 119, Florida Statutes. Stifel 1111 N. Magnolia Avenue, Suite 1175, Orlando, FL 32801 1(407) 956.6806 34 STIFEL DISCLOSURE As outlined in the SEC's Municipal Advisor Rule, Stifel, Nicolaus & Company, Incorporated ("Stifel") is providing the attached material and all information and advice contained therein in response to a request for proposals or request for qualifications (the "RFP") by a municipal issuer or obligated person with respect to a specific issue of municipal securities. Stifel has not acted, and will not act, as your municipal advisor with respect to the issuance of the municipal securities that is the subject to the RFP. Stifel is providing information and is declaring to the proposed municipal issuer and any obligated person that it has done so within the regulatory framework of MSRB Rule G-23 as an underwriter (by definition also including the role of placement agent) and not as a financial advisor, as defined therein, with respect to the referenced proposed issuance of municipal securities. The primary role of Stifel, as an underwriter, is to purchase securities for resale to investors in an arm's-length commercial transaction. Serving in the role of underwriter, Stifel has financial and other interests that differ from those of the issuer. The issuer should consult with its' own financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the extent it deems appropriate. These materials have been prepared by Stifel for the client or potential client to whom such materials are directly addressed and delivered for discussion purposes only. All terms and conditions are subject to further discussion and negotiation. Stifel does not express any view as to whether financing options presented in these materials are achievable or will be available of the time of any contemplated transaction. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Stifel to provide or arrange any financing for any transaction or to purchase any security in connection therewith and may not relied upon as an indication that such an offer will be provided in the future. Where indicated, this presentation may contain information derived from sources other than Stifel. While we believe such information to be accurate and complete, Stifel does not guarantee the accuracy of this information. This material is based on information currently available to Stifel or its sources and is subject to change without notice. Stifel does not provide accounting, fax or legal advice; however, you should be aware that any proposed indicative transaction could have accounting, tax, legal or other implications that should be discussed with your advisors and/or counsel as you deem appropriate. Stifel 1111 N. Magnolia Avenue, Suite 1175, Orlando, FL 32801 I (407) 956.6806 Certification Statement Please quote on this form, if applicable, net prices for the item(s) listed. Return signed original and retain a copy for your files. Prices should include all costs, including transportation to destination. The City reserves the right to accept or reject all or any part of this submission. Prices should be firm for a minimum of 180 days following the time set for closing of the submissions. In the event of errors in extension of totals, the unit prices shall govern in determining the quoted prices. We (I) certify that we have read your solicitation, completed the necessary documents, and propose to furnish and deliver, F.O.B. DESTINATION, the items or services specified herein. The undersigned hereby certifies that neither the contractual party nor any of its principal owners or personnel have been convicted of any of the violations, or debarred or suspended as set in section 18-107 or Ordinance No. 12271. All exceptions to this submission have been documented in the section below (refer to paragraph and section). EXCEPTIONS: We (I) certify that any and all information contained in this submission is true; and we (I) further certify that this submission is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a submission for the same materials, supplies, equipment, or service, and is in all respects fair and without collusion or fraud. We (I) agree to abide by all terms and conditions of this solicitation and certify that I am authorized to sign this submission for the submitter. Please print the following and sign your name: SUPPLIER NAME' Stifel, Nicolaus & Company, incorporated ADDRESS' 111 N. Magnolia Ave., Suite 1175, Orlando, FL 32801 PHONE: (407) 956-6806 FAX' (4'07) 649-2145 EMAIL: BugalloA@stifel . com BE. SIGNED BY. Alex Bugallo TITLE: Managing Director DATE.12/16/2015 FAILURE TO COMPLETE, SIGN AND RETURN THIS FORM SHALL DISOUALIFY THIS BID. Page 2 of 42 Certifications Legal Name of Firm: Stifel, Nicolaus & Company, Incorporated Entity Type: Partnership, Sole Proprietorship, Corporation, etc. Corporation Year Established: Founded in 1890; incorporated in 1900 Office Location: City of Miami, Miami -Dade County, or Other Other (Orlando) Occupational License Number: 0037698 / 1118752 Occupational License Issuing Agency: City of Orlando / Orange County Occupational License Expiration Date: 09/30/2016 / 09/30/2016 Please list and acknowledge all addendum/addenda received. List the addendum/addenda number and date of receipt (i.e. Addendum No. 1, 7/1/07). If no addendum/addenda was/were issued, please insert N/A. Addendum No. 1, 12/2/2015; Addendum No. 2, 12/10/2015 If Proposer has a Local Office, as defined under Chapter 18/Articlle III, Section 18-73 of the City Code, has Proposer filled out, notarized, and included with its bid response the "City of Miami Local Office Certification" form? YES OR NO? (The City of Miami Local Office Certification form is located in the Oracle Sourcing system ("iSupplier"), under the Header/Notes and Attachments Section of this solicitation) n/a Page 3 of 42 Line: 1 Description: Please disregard this Line Item and refer to Section 3.1, Specification/Scope of Work, and Section 4.0, Submission Requirements. Category: 94656-00 Unit of Measure: Unit Price: $ n / a Number of Units: n / a Total: $ n / a Page 4 of 42 clarcl d/ reet•drd Stifel Financial Corp. Board of Directors and Officers Ronald J. Kruszewski* Chairman of the Board and Chief Executive Officer Thomas W. Weisel* Chairman of the Board Bruce A. Beda* Chief Executive Officer Kilbourn Capital Management, LLC Michael W. Brown* Former Vice President and Chief Financial Officer Microsoft Corporation Charles A. Dill* Partner Two Rivers Associates John P. Dubinsky* President and Chief Executive Officer Westmoreland Associates, LLC President and Chief Executive Officer CORTEX Robert E. Grady* Partner and Managing Director Cheyenne Capital Fund *Director Frederick 0. Hanser* Board of Managers Retired Vice Chairman St. Louis Cardinals, LLC Richard J. Himelfarb* Vice Chairman of the Board Chairman, Investing Banking Alton F. Irby III* Founding Partner London Bay Capita! LLC Thomas B. Michaud* President and Chief Executive Officer Keefe, Bruyette & Woods Thomas P. Mulroy* Co -President Co -Director, Institutional Group Victor Nesi* Co -President Co -Director, Institutional Group James M. Oates* Chairman Hudson Castle Group, Inc. Ben A. Plotkin* Vice Chairman of the Board Stifel, Nicolaus & Company, Incorporated Board of Directors Ronald J. Kruszewski Chairman of the Board and Chief Executive Officer James M. Zemlyak Executive Vice President Chief Operating Officer Richard J. Himelfarb Executive Vice President Chairman, Investment Banking Michael F. Imhoff Senior Vice President Director, Denver Municipal Trading Thomas R. Kendrick IV Senior Vice President Director, Syndicate Thomas P. Mulroy Executive Vice President Co -Director, Institutional Group yrARS Kelvin R. Westbrook* President and Chief Executive Officer KRW Advisors, LLC James M. Zemlyak* Co -President and Chief Financial Officer Michael J. Zimmerman* Vice Chairman Continental Grain Company S. Chad Estep Senior Vice President Mark P. Fisher Senior Vice President, General Counsel, and Co -Corporate Secretary David M. Minnick Senior Vice President, General Counsel, and Co -Corporate Secretary David D. Sliney Senior Vice President J. Joseph Schlafly III Senior Vice President Director, Private Markets David D. Sliney Senior Vice President Director, Strategic Planning, Technology, and Operations Hugo J. Warns III, CFA Senior Vice President Director, Equity Research 4 PARTMENT n, CEO, Secy, com 743-3050 OM oom ,com Lilt , com ng Dir, s,com SVP, 9rs.com s.com SVP, :om s,com 114-743-4012 com 0 Inv Bnkr, ;rs:com Anthony. M. Schutzenhofer, Analyst, 314-743-4024 aschutzenhofer@sternbrothers.com Lauren A. Waldrop, Analyst, 314-743-4023 Iwaldrop @sternbrothers.com INSTITUTIONAL SALES William M. Stern, EVP, 314-743-4002 bstern2@bloomberg.net Matthew J. Giunta, VP, 314-743-4019 mglunta@sternbrothers.com Daniel T. Hagemann, VP, 314-743-4004 dhagemann @ sie rnbrothers.com Robert S, Klostermeier, VP, 314-743-4025 rklostermeler@ sternbrothers.com Raquel M. Koerkenmeler, Asst VP, 314-743-4027 rkoerkenmeler@sternbrothers.com MUNICIPAL TRADING & UNDERWRITING Tel: 816-268-8711 Jeffrey D. Malone, Mng Dir (Kansas City Office) jmalone@bloomberg.net David P. Hubeli, VP, 314-743-4012 dhubell@sternbrothers.com Listing continued debt capacity & analysis » Higher Education » Health Care » Affordable Housing » Infrastructure Renewable Energy S , » TIF & TDD remarketing services ur 'vision has been our mission. .stment banking, Stern Brothers serves as both lrv, after our founding, 100% of Stern Brothers 8000 Maryland Avenue Suite 800 St, Louts, MO 63105 314.727.5519 800.466.5519 !Cleveland • Dallas • Denver • Detroit - -San Francisco • Seattle • Tampa hersC®. Fall 2012 www,munimarketplace.com STERN BROTHERS & CO. cont. OPERATIONS Jason A. Miriani, CFO & Treas, 314-743.4013 jrnirlani@sternbrothers.com peggy L. Boliman, VP, Asst Secy & Asst Treas, 314-743-4011 pbollman@sternbrothers.com Karen K. Warren, VP - Opers and Compliance, 314-743-3051 kwarren@sternbrothers.com COMMUNICATIONSMARKETING AND ORPORA7E Lisa Llebschutz, Dir, 314-743-4015 Iliebschutz@stornbrothers.com STIFEL, NICOLAUS & COMPANY, INCORPORATED Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member: SIFMA FINRA SIPC 501 N. Broadway, 8th FI. St. Louis, MO 63102 Tel: 314-342-2166 Fax: 314-342-2179 www.stifel.com DTC: 793 NSCC: 0793 Alpha: STFL Tax ID: 43-0638770 Experience: Underwriter MUNICIPAL FINANCE GROUP Kenneth Williams, EVP Dir of Muni Fin Grp, 415-445-2340 kwIlliams@stlfel.com PUBLIC FINANCE Peter J. Czajkowski, SVP & Mgr, 314-342-2165 czajkowp @ stlfeLcom Lorenzo Boyd, SVP, 314-342-8477 boydl@stlfel.com Mary C, Kane, SVP, 314-342-2233 kanem@stlfeLcom James J. Lahay, SVP, 314-342-4002 lahayl@stifel.com Paul Luhmann, SVP, 314-342-8439 luhmannp@stifel.com Anne Noble, SVP, 314-342-8488 noblea@stifel,com Laura Radcliff, SVP, 314-342-2153 radoliffl@stifel.com James Burgett, First VP, 618-830-9782 burgettj@stifel.com Judith C. Combs, First VP, 314-342-2136 combs) @ stifel.com Dennis Lea, First VP, 314-420-2264 lead@stlfel.com Carl E. Ramey, First VP, 314-342-2242 rameyc@ stifel.com William Rebore, First VP, 314-412-2437 reborew@stifel.com Thomas Crabtree, VP, 314-342-8457 crabtreet@stifeLcom Martin Ghafoorl, VP, 314-342-8467 ghafoorim@stlfel.com John P. Klaus, VP, 314-342-2239 klausj@stlfel.com Gina C. Martin, Asst VP, 314-342-7366 marting@stifel.com Brittany Pullen, Asst VP, 314-342-2936 pullenb@stlfel.com Lauren Ridenhour, Analyst, 314-342.4066 ridehourl @ stifeLcom ROCKY MOUNTAIN UNDERWRITING Michael Imhoff, Mng Dir & Head of Underwriting, 303-291-5383 mlmhoff @ stifel.com Alan Murphy, 303-291-5322 murphya@stifel.com CENTRAUMIDWEST UNDERWRITING Jim Pratl, VP, 314-342-2740 pratlj @stifeLcom Mark Shamleffer, 314-342-2740 shamleffer @ stifel.com FAR WEST UNDERWRITING Peter Colvin, Mng Dir, 415-445-2352 pcolyln@stifel.com Betsy Klehn, VP, 415-445-2303 bklehn@stifel.com - NEW JERSEY/NEW YORK UNDERWRITING Michael Vitlello, Mng Dir, 973-549-4301 mlohael.vitlello@stlfel.com RETAIL MUNICIPAL TRADING Ed Poth, Dir, 314-342-2750 pothe@stifel.com INSTITUTIONAL TRADING Brian Fox, 415-445-2634 bfox @stlfeLcom Derek Sanders, 415-445-2614 dsanders@stifeLcom Dick Stack, 212.847-6046 stackr@stifel.com Elizabeth Nielsen, 303-291-5280 nlelsene@stlfeLcom Leroy Vigil, 303-291-5271 levlgli @stifeLcom TAXABLE MUNI TRADING Michael Blake, VP, 415-445-2375 mblake@stifel.com The Bond Buyers Municipal Marketplace® Fall 2012 DEALERS & UNDERWRITERS MISSOURI St, Louis INSTITUTIONAL SALES Chuck Jones, 314-726.8243 Jonesc e stifel.com Rodney Krause, 314-342-2731 krauser@stifel.com Kimberley Siegel, 314-342-2885 slegelk@stifel.com OTHER PUBLIC FINANCE LOCATIONS: AZ: Phoenix CA: Los Angeles, San Francisco CO: Denver IL: Chicago, Edwardsville KS: Wichita MD: Annapolis MI: Okemos NY: New York OH: Cleveland, Columbus TX: San Antonio VA: Richmond WI: Brookfield TRADING/UNDERWRITING LOCATIONS: CA: San Francisco CO: Denver MN: Minneapolis MO: St. Louis NJ: Florham Park TX: Dallas WELLS FARGO ADVISORS Formerly: Wachovia Securities Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member: SIFMA FINRA One N. Jefferson St. Louis, MO 63103 DTC: 0141 Alpha: WRET Tax ID: 34-1542819. RETAIL FIXED INCOME TRADING Tel: 314-875-5000 MUNICIPAL TRADING Tel: 314-875-5050 RETAIL MUNICIPAL SYNDICATE Tel: 314-875-5075 Listing continued www.munimarketplace,com 123 1 DEALERS & UNDERWRITERS MISSOURI St, Louis STERN BROTHERS & CO. cont. Robert S. Klostermeier, VP, 314-743-4025 rklostermeler@ sternbrothers.com Raquel M. Koerkenmeier, Asst VP, 314-743-4027 rkoerkenmeler@sternbrothers.com MUNICIPAL TRADING & UNDERWRITING Tel: 816-268-8711 Jeffrey D. Malone, Mng Dir (Kansas City Office) jmalone@bloomberg.net OPERATIONS Jason A. Mlriani, CFO & Treas, 314-743-4013 jmirlanl@sternbrothers.com Peggy L. Bollman, VP, Asst Secy & Asst Treas, 314-743-4011 pbollman@sternbrothers.com Karen K. Warren, VP - Opers and Compliance, 314-743-3051 kwarren@sternbrothers.com MARKETING AND CORPORATE COMMUNICATIONS Lisa Llebschutz, Dir, 314-743-4015 Illebschutz@sternbrothers.com STIFEL9 NICOLAUS & COMPANY, INCORPORATED Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member: SIFMA FINRA SIPC 501 N. Broadway, 8th FI. St. Louis, MO 63102 Tel: 314-342-2166 Fax: 314-342-2179 www.stifel.com DTC: 793 NSCC: 0793 Alpha: STFL Tax ID: 43-0538770 Experience: Underwriter MUNICIPAL FINANCE GROUP Kenneth Williams, EVP Dir of Muni Fin Grp, 415-445-2340 kwIlllams@stlfel.com PUBLIC FINANCE Peter J. Czajkowski, SVP & Mgr, 314-342-2165 czajkowp@stlfel.com Lorenzo Boyd, SVP, 314-342-8477 boydl@stlfel.com Judith C. Combs, SVP, 314-342-2136 combsj@stlfel.com James J. Lahay, SVP, 314-342-4002 Iahayj@stlfel.com Paul Luhmann, SVP, 314-342-8439 luhmannp@stifel.com Anne Noble, SVP, 314-342-8488 noblea@stlfel.com Laura Radcliff, SVP, 314-342-2153 radcliffl @ stifel.com James Burgett, First VP, 618-830-9782 burgettj@stlfel.com Thomas Crabtree, First VP, 314-342-8457 crabtreet @ stlfel, com Martin Ghafoori, First VP, 314.342-8467 ghafoorim@stifel.com John P. Klaus, First VP, 314-342-2239 klausj@stlfel.com Dennis Lea, First VP, 314-420-2264 lead@stifel.com Sean P. McCarthy, First VP, 314-342-2737 mccarthys@stlfel.com Carl E. Ramey, First VP, 314-342-2242 rameyc@stlfeLcom Brittany Pullen, VP, 314-342-2936 pulienb@stlfel.com Gina C. Martin, Asst VP, 314-342-7366 marting @stifel.com Michael Talent, Analyst, 314-343-4066 talentm@stIfel.com ROCKY MOUNTAIN UNDERWRITING Michael Imhoff, Mng Dir & Head of Underwriting, 303-291-5383 mlmhoff@stifel com Alan Murphy, Mng Dir, 303-291-5322 murphya@stifel.com CENTRAL/MIDWEST UNDERWRITING Jim Pratt, Dir, 314-342-2740 pratlj@stlfel.com Mark Shamleffer, Dir, 314-342-2740 shamleffer@stifel.com FAR WEST UNDERWRITING Betsy Kiehn, Dir, 415-445-2303 bkiehn@stlfel.com NEW JERSEY/NEW YORK UNDERWRITING Michael Vitiello, Mng Dir, 973-549-4301 mIchael.vItlello@stlfel.com RETAIL MUNICIPAL TRADINQ Ed Poth, Mng Dir, 314.342.276o pothe @stlfeLcom INSTITUTIONAL TRADING Brian Fox, Mng Dir, 415-445.2634 bfox@stlf.com Elizabeth f I clk, VP, 303-291.5280 Derek Sanders, VP, 415-445.2611 dsanders @ stlfel,com Leroy Vigil, VP, 303-291-5271 levigil@stlfel.com TAXABLE MUNI TRADING Michael Blake, VP, 415-445.2375 1 mblake@stifel.com 1 Joe Maglaque, 415-445-2687 maglaqueJ@stlfeLcom INSTITUTIONAL SALES Rodney Krause, Mng Dir, 314-342-2731 krauser@stlfeLcom Chuck Jones, VP, 314-726-8243 Jonesc@stlfeLcom Kimberley Siegel, VP, 314-342-2885 slegelk@stifel.com OTHER PUBLIC FINANCE LOCATIONS: AZ: Phoenix CA: Los Angeles, San Francisco CO: Denver FL: Orlando GA: IL: KS: MD: MI: NY: OH: TX: VA: WI: Atlanta Bloomington, Chicago Wichita. Annapolis Okemos New York Cleveland, Columbus San Antonio Richmond Brookfield TRADING/UNDERWRITING LOCATIONS: CA: San Francisco CO: Denver MO: Sti,Louis NJ: Florham Park NY:' New York TN: Memphis TX: Dallas 118 The Bond Buyer's Municipal Marke;placeOn Fall 2013 www.munimarketplace.com WELT Formerly. V Issue Spet Educal Enviroi Genen Housin Facllltil Utilltie: Member. S One N. Jef St, Louis, 6 DTC: 0141 Alpha: WRI Tax ID: 34- FIXED INC Tel: 314-87 ST, LOUIS Tel: 314-87 SOUTHEAI Tel: 314-87 Jell Beaver Jim Corbet Bill Hein Tatiana Ma Bud Winter NORTHEA Tel: 314-87 Adam Acke Jim Cochra Jerry Grant MUNI ZER. Tel: 314-87 Kevin Brya Jenny Mille Michael 0'1 Michael Slc MID-ATLA6 Tel: 314-87 Use Hanne Kim MacMi David Recs SOUTHWE Tel: 314.87 Kevin Devli Courtney K Brian Marti Tim Placke MIDDLE M Tel: 314-87 Brian Marti Ken Pittma Tim Placke MUNICIPA Tel: 314-87 HIGH GRA TRADING Tel: 314-87 Ti & COMPANY illzation: General Purpose, .hies, Utilities FINRA SIPC ley Ridge Rd. '3017 )39 305 jhartco,com ..com 2723 1 .rshing t, Pres, CEO )re, EVP ison, VP ;on, VP Plsarkiewicz, VP/CFO Wegman, VP gman, Asst VP I Inn, Sr Analyst "s, Sr Analyst uczkiewicz, Analyst irphy, Analyst • ring, Analyst d, Admin Asst advisory 1 VIES DE NCY areas STERN BROTHERS & CO, Issue Specialization: Education, Electric Power, Environmental Facilities General Purpose, Health Celll Housing, Industrial Dev, Pubii Facilities, Transportation, __; Utilities Member: FINRA SIPC 8000 Maryland Ave. Ste. 800 St. Louis, MO 63105-3911 Tel: 314-727-5519 Fax: 314-727-7313 Email: generaimail@sternbrothers.co www.stembrothers,com DTC: 0443 NSCC: 0443 Alpha: SBRO Tax ID: 43-1357568 Clear Thru: Pershing Clearing Services Experience: Underwriter PUBLIC FINANCE DEPARTMe Peggy P. Finn, Chair, CEO, S¢i1 314-743-4005 pfinn@sternbrothers.com Listing c debt capacity & analysis . remarketing services » Higher Education » Health Care » Affordable Housing » Infrastructure Renewable Energy » TIF & TDD g in 1917, your vision has been our mission. ice in investment banking, Stern Brothers may ;r. Almost a century after our founding, 100% of ,,,.ated to public finance. El 8000 Maryland Avenue Suite 800 St. Louis, MO 63105 314.727.5519 800.466.5519 3 • Chicago • Cleveland • Denver • Detroit New York • Reno • San Francisco • Seattle • Tam )rothers&Co. rketplace® Fall 2014 www.munimarketplace.com eTERN BROTHERS & CO, cont. Tim Hosier, COO, 314-743-3050 thosler@sternbrothers.com Terrence g1Finn, Pres, 4.743 Ninn @ sternbrothe rs. com j, Christian Baker, Mng Dir, 713.569.2043 o ba ke r@ ste rn b rot h e rs. c o m Michael R. DlPerna, Mng Dir, s14.581-3092 mdiperna @sternbrothers.com Alicea Fletcher, Mng Dir, 214alletcher-740-2152 @ ste m b rothers.com John M. May, Mng Dir, 314-743-4026 lmay @ e to rn b moth a rs. co m Thomas Nesbitt, Mng Dir, tn2e1ittl:rn6s-t3e15b5 jnesbitt@ sternbrothers.com Robett S. Rumack, Mng Dir, 920-783.1314 r5mack@ sternbrothers.com Robert R. Swanger, Mng Dir, 314-743-4009 l•Wanger@sternbrothers.com bald r. Weprin, Mng Dir, . y17-902-1008 dwepnn@sternbrothers.com p314d O Braun, SVP, 434018 rbraun@sternbrothers.com I:ester H. Krone, SVP, 314-743-3054 'Ikrane@ sternbrotherscom Philip E. Smith, SVP, 973-313-3967 psmith@ sternbroth ers:com Andrew Ciocca, VP, 415-710-8920 :b.clocca@sternbrothers.com ,James Deck, VP, 206-652-3664 'fdack@sternbrothers.com Joseph Riley, VP, 314-743-4006 jeley@ eternbrothers.com Charlie Connolly, Analyst, 314-743-4023 cconnoily@sternbrothers.com _Charity Garner, Analyst, 314-743-4017 cgamer@sternbrothers.com Paul Hammer, 703-981-1294 phammor@sternbrothers.com 'INSTITUTIONAL SALES It/bram M. Stern, EVP, 314-743.4002 listerit2@bloomberg.net Matthew J. Giunta, VP, 314 743-4019 millunta@sternbrothers.com Renfel T. Hagemann, VP, -314.743-4004 ,,ditagemann@stembrothers.com gavld P. Hubell, VP, 314-743.4012 ilinbell@stembrothers.com Ndal Oldendorp, VP, 973-647-8091 Mato. idendorp @sternbrothers.com Laurence White, VP, 132-503-7993 WhIle@ sternbrothers. co m Raquel M. Koerkenmeier, Asst VP, 314-743.4027 koerkenmeler@ sternbrothers.com hgrrle Catlett, 314-743-4025 -Silett@sternbrothers.com OPERATIONS Jason A. Miriani, CFO & Trees, 314-743-4013 jmIrlanl@stornbrothers.com Peggy L. Bollman, VP, Asst Secy & Asst Treas, 314-743-4011 pbollmen@sternbrothers.com Karen K. Warren, VP - Opers and Compliance, 314-743-3051 kwarren @ sternbrothers.com MARKETING AND CORPORATE COMMUNICATIONS Lisa Llebschutz, Dir, 314-743-4015 illebschutz@sternbrothers.com STIFEL, NICOLAUS & COMPANY, INCORPORATED Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member: SIFMA FINRA SIPC 501 N. Broadway, 8th FI. St. Louis, MO 63102 Tel: 314-342-2166 Fax: 314-342-2179 www,stifel.com DTC: 793 NSCC: 0793 Alpha: STFL Tax ID: 43-0538770 Experience: Underwriter MUNICIPAL FINANCE GROUP Kenneth Williams, EVP Dir of Muni Fin Grp, 415-364-6843 kwilliams@stlfel.com PUBLIC FINANCE Peter J. Czajkowskl, Mng Dir & Co-Dir of Pub Fin, 314-342-2165 czajkowp@stifel.com Lorenzo Boyd, Mng Dir, 314-342-8477 boydi@stifel.com Judith C. Combs, Mng Dir, 314-342-2136 combsj@stlfel.com James J. Lahay, Mng Dir, 314-342-4002 lahayj @stifetcom Paul Luhmann, Mng Dir, 314-342-8439 luhmannp@stifel.com Anne Noble, Mng Dir, 314-342-8488 noblea@stlfel.com Laura Radcliff, Mng Dir, 314-342-2153 radcliffi@stifel.com The Bond Buyer's Municipal Marketplace® Fall 2014 DEALERS & UNDERWRITERS MISSOURI St, Louis Carl E. Ramey, Mng Dir, 314-342-2242 rameyc@stlfel.com Thomas Crabtree, Dir, 314-342-8457 crabtreet@stifel.com Martin Ghafoorl, Dir, 314-342-8467 ghafoorim@stifel.com John P. Klaus, Dir, 314-342-2239 klausl@stlfel.com Sean P. McCarthy, Dir, 314-342-2737 mccarthys@stlfel.com Dennis Lea, VP, 314-420-2264 lead* stifel.com James Burgett, VP, 618-830-9782 burgettj @ siifel.cbm Brittany Pullen, VP, 314-342-2936 pullenb @ stlfel.com Gina C. Martin, Asst VP, 314-342-7366 marting@stlfel.com Becky Esrock, Analyst, 314-342-2923 esrockb@stifel.com Michael Talent, Analyst, 314-343-4066 talentm@stlfel.com ROCKY MOUNTAIN UNDERWRITING Michael Imhoff, Mng Dir & Head of Underwriting, 303.291.5383 mimhotf @ stifetcom Alan Murphy, Mng Dir, 303-291-5322 murphya@stlfel.com CENTRAL/MIDWEST UNDERWRITING Jim Pratl, Dir, 314-342-2740 pratll @stifetcom Mark Shamleffer, Dir, 314-342-2740 shamleffer@stlfel.com FAR WEST UNDERWRITING Betsy Klehn, Dir, 415-364-2791 bkiehn @ stlfel.com Ben Stern, Mng Dir, 213-443-5225 bstern@stifel.com NEW JERSEY/NEW YORK UNDERWRITING Michael Vitieilo, Mng Dir, 973-549-4301 michael.Yltiello@stlfel.com RETAIL MUNICIPAL TRADING Ed Poth, Mng Dir, 314-342-2750 pothe@stifetcom INSTITUTIONAL TRADING Brian Fox, Mng Dir, 415-364-2834 bfox@stifel.com Elizabeth Funk, VP, 303-291-5280 tunke@stlfel.com Listing continued www.munimarketplace.com 115 :DEPARTMENT James Dack, VP, 206.652.35 Lair, CEO, Secy, . ' }lack®stembrothers.com Joseph Riley, VP, 314.743.4 f rf ley Costa rnb rothe r e. corn Charlie Connolly, Analyst, 314-743.4023 cconnolly gsternbrothors,com Charity Garner, Analyst, 314-743-4017 cgarner6 ale rnbrothemom Paul Hammer, 703..981.1294 pttammer sternbrothers•com Loom 314.743.3050 ers.com Pres, .com Mng Dir, ers,00m a, Mng Dir, hers.com tng Dir, woke) com Dir, com .tg Dir, ers.com Mng Dir, 9rS.com Mng Dir, ,thers.com 1VP, s.corn VP, s.com a r INSTITUTIONAL SALES William M. Stern, EVP, 314-743-4002 batern26 bloomberg.n el Matthew J. Glunta, VP, 314-743-4019 mgiunta6 stornbrothers.com David P. Hubeii, VP, 314.743.4D12 dhubef l6 st erntxothers,corn Raquel M. Koerkenmetar, Asat VP, 314-743.4027 rk ee rke n m e le r g s to rnb rothe rs, corn OPERATIONS Jason A. Milani, CVO & Treas, 314-743-4013 JmIrianl@alernbroihers.com Karen K. Warren, VP • Opals and Compliance, 314-743-3051 kwarre n 6 atembrothe rs.com • Listing conrnuai debt capacity & analysts • remarketing services n Higher Education » Health Care » Affordable Housing Infrastructure » Renewable Energy » TIF & TDD 7, your vision has been our mission, investment banking, Stern Brothers may ost a century after our founding, 100% of o public finance. 8000 Maryland Avenue Suite 800 St. Louis, MO 63105 314.727.5519 800,466.5519 cago e Cleveland o Denver o Detroit .k o Reno 9 San Francisco 0 Seattle 0 Tampa iers &Co. ® Fall 2015 www.munimarketptace.coan ¢iEFlN BROTHERS & CO. cont. :MARKETING ham �MUNICAAND DN50RPORATE •Usa tlebschutx, Dir, 314.743.4015 ybytmx6stembrothers,com STUFEL0 NICOLAUS 8 . . COMPANY, INCOTWORATEO 5sue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, industrial Dev, Public Facilities, Transportation, Util'dies Member.,SIFMA FINRA SiPC 60t N. Broadway, 8th FI. si Louts, MO 63102 Tel: 314-342-2166 FaX: 314-342-2179 towstifel,00m OTC: 793 USCG:0793 ptpha: STFL Tax ID: 43-0538770 Experience: Undenwiter MUNICIPAL FINANCE GROUP Kenneth Williams, EVP Dir of Muni Fin Grp, 415.364.6343 lavVams8faloom PUBLIC FINANCE Peter J. Czajkowski, Mng Dir & Co.Dir of Pub Fin, 314-342-2165 cz alko,,p 6 sti f el.com Lorenzo Boyd, Mng Dir, 3f4.342-8477 boydIUstlfel.com Judith C, Combs, Mng Dir, 314-342.2136 . comtrsjetsufel:com James J. Lahay, Mng Dir, 314-342-4002 iahayj©etiiet.coen Paul Luhmann, Mng Dir, 314-342-8439 UfimannpOutitel,com Anne Noble, Mng Dir, 314.342.8488 no b'eagstitel.com Laura Radcliff, Mng Dir, 314-342.2153 radcliftl Osaleicom Carl E. Ramey, Mng Dir, 314.342.2242 rameyc@slfel.com Thomas Crabtree, Dir, 314-342.8457 crabtreet@ stifel.com Martin Ghafood, Dir, 314-342.8467 gh a loo rim Ogg tlf el.com John P. Klaus, Dir, 314.342-2239 Idausjmstifel.com Sean P. McCarthy, Dir, 314.342-2737 - mccarthya Oatilel.com Dennis Lea, VP, 314-420-2264 lead6stfiel.com James Burgett, VP, 618.830.9782 burgetljgstitel.com Gina C. Martin, VP, 314.342.7368 marling 6 stflel.com Brittany Pullen, VP, 314-342-2936 pucenb®slttel,com Debra Davis, Analyst, 314-342-3837 davisds@eVfelcom Becky Esrock, Analyst, 314.342-2923 esrockbgsdfet.cam Zachary Yuhas, Analyst, 314-342-8970 yuhaszgeGiol.com ROCKY MOUNTAIN UNDERWRITING Michael Imhoff, Mng Dir & Head of Undenvrtting, 303.291-5383 mlmhoffwstifetcom Alan Murphy, Mng DU, 303.291.5322 murphyamstifet.com CENTRA1JMIDWEST UNDERWRITING Jim Pratl, Mng Dir, 314-342-2740 pretljwsalet.com Mark Shamtetfer, Dir, 314-342-2740 shemletfer@8tifel.com FAR WEST UNDERWRITING Betsy Kiehn, Mng Dir, 415.364.2791 bkiehngstlfet.com Ben Stern, Mng Dir, 213.443.5225 baton 6stifei.com SOUTHEAST UNDERWRITING Mike Dunn, Mng Dir, 334.834-5100 dunnmlwstaol.com Jason Barnett, Dir, 334.334-5100 barnettigstifel.com NEW JEFISEYiNEW YORK UNDERWRITING Michael ViSello, Mng Dir, 973.549-4301 mlchael.vttlello 6 strIei.com RETAIL MUNICIPAL TRADING Ed Poth, Mng Dir, 314-342-2750 pothe@ssfei.com INSTITUTIONAL TRADING Brian Fox, Mng Dir, 415.364.2834 bfoxesat elrcom Elizabeth Funk, VP, 303.291-5280 funke6sefei:com Derek Sanders, VP, 415-364-2818 esandersmsalel.com BANK QUALIFIED TRADING Anthony Marcone, Mng Dir, 901.333.8104 marconea6adfel.com Ben Garace, Dir, 205.949.3553 gc,aceb6s11te1.com DEALERS & UNDERWRITERS MISSOURI-St, Louis zgiesol Mary Ann Ragan, VP, 206.949-3513 rag awn gshfel.com Katie Wiles, VP, 901.333.8103 vrlleak&stlfel.com TAXABLE MUNI TRADING Michael Blake, Dir, 213-443-5218 mbiake @stileLcom Joe Maglaque, 415-864-2827 maglaquejgslfel.com INSTITUTIONAL SALES Rodney Krause, Mng Dir, 314-342-2731 Wauser®slitel,com Chuck Jones, VP, 314.726.3243 joneso@atiei.com Kimberley Siegel, VP, 314.342.2885 stagefkaatitoi,com OTHER PUBLIC FINANCE LOCATIONS: AL: Montgomery AZ: Phoenix CA: Los Angeles, San Francisco CO: Denver FL: Orlando GA: Atlanta IL: Bloomington, Chicago KS: Wichita Lk Baton Rouge MD: Annapolis, Baltimore MA: Boston MI: Okemos MN: Minneapolis NY: New York OH: Cleveland, Columbus TX: San Antonio VA: Richmond WA: Bellevue TRAD1NG1JNDERWRITING LOCATIONS: AL: Sirmingham, Montgomery CA: San Francisco CO: Denver MO: SL Louis NJ: Florham Park NY: New York TN: Memphis TX: Dallas The Bond Buyer's Municipal Marketplace® Fall 2015 www.niunimarketplacc.com 117 FORM G-37 Name of dealer: Stifel, Nicolaus & Company,Inc Report Period: Third Quarter of 2015 State None State None I. CONTRIBUTIONS made to issuer officials (listed by state) Complete name, title (including any city/county/state or other political subdivision) of issuer official ltfMSRB Contributions by each contributor category (i.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals and non-MFP executive officers). For each contribution, list contribution amount and contributor category (For example, $500 contribution by non-MFP executive officer) If any contribution is the subject of an automatic exemption pursuant to Rule G-37(j), list amount of contribution and date of such automatic exemption. II. PAYMENTS made to political parties of states or political subdivisions (listed by state) Complete name (including any city/county/state or other political subdivision) of political party Payments by each contributor category (i.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals, and non-MFP executive officers). For each payment, list payment amount and contributor category (For example, $500 payment by non-MFP executive officer) FORM G-37 1ffMSRB Reimbursement List below any payments or reimbursements, related to any disclosed bond ballot contribution, received by each broker, dealer or municipal securities dealer, municipal finance professional or non-MFP executive officer from any third party, including the amount paid and the name of the third party making such payments or reimbursements. None Contribution State MI Official name of bond ballot campaign and jurisdiction (including city/county/state or other political subdivision) for which municipal securities would be issued and the name of the entity issuing the municipal securities Contributions, including the specific date the contributions were made, by each contributor category (i.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals and non-MFP executive officers). For each contribution, list contribution amount and contributor category (For example, $500 contribution by non-MFP executive officer) Help Mona Shores, Mona $1,500.00 contribution by Dealer on Shores, MI, Mona Shores 09/28/2015 Public Schools Reimbursement List below any payments or reimbursements, related to any disclosed bond ballot contribution, received by each broker, dealer or municipal securities dealer, municipal finance professional or non-MFP executive officer from any third party, including the amount paid and the name of the third party making such payments or reimbursements. None Contribution State Official name of bond ballot campaign and jurisdiction (including city/county/state or other political subdivision) for which municipal securities would be issued and the name of the entity issuing the municipal securities MI Stockbridge Our Community Our Future, Stockbridge, MI, Contributions, including the specific date the contributions were made, by each contributor category (i.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals and non-MFP executive officers). For each contribution, list contribution amount and contributor category (For example, $500 contribution by non-MFP executive officer) $1,200.00 contribution by Dealer on 09/30/2015 FORM G-37 Contribution State Official name of bond ballot campaign and jurisdiction (including city/county/state or other political subdivision) for which municipal securities would be issued and the name of the entity issuing the municipal securities OH Polaris Career Center, Polaris, OH, Polaris Career Center IMSRB Contributions, including the specific date the contributions were made, by each contributor category (i.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals and non-MFP executive officers). For each contribution, list contribution amount and contributor category (For example, $500 contribution by non-MFP executive officer) $250.00 contribution by Dealer on 07/30/2015 Reimbursement List below any payments or reimbursements, related to any disclosed bond ballot contribution, received by each broker, dealer or municipal securities dealer, municipal finance professional or non-MFP executive officer from any third party, including the amount paid and the name of the third party making such payments or reimbursements. None FORM G-37 Signature: electronic Name: JACK HOLCOMB Address: 501 North Broadway, St, Louis, MO 63102 Phone: 314-342-2895 Date: Oct 29, 2015 Submit two completed forms quarterly by due date (specified by the MSRB) to: Municipal Securities Rulemaking Board 1900 Duke Street, Suite 600 Alexandria, VA 22314 III MSRB Issuer Issuer Name Issuer County Stifel Role State AL Cumberland Mountain Water Authority Jackson Negotiated Offering AL Dothan/Houston County Communication District Houston Negotiated Offering OR Oregon Housing and Community Services Department Negotiated Offering CO El Paso County School District No. 49 Negotiated Offering AZ Glendale Union High School District No. 205 Maricopa Negotiated Offering CA Los Olivos Elementary School District Santa Barbara Negotiated Offering CA Los Olivos Elementary School District Santa Barbara Negotiated Offering NY New York City Transitional Finance Authority New York Negotiated Offering WI Public Finance Authority Negotiated Offering WI Public Finance Authority Negotiated Offering AL Private Colleges and Universities Facilities Authority Negotiated Offering CO Colorado, State of Negotiated Offering IL Galesburg CUSD #205 Knox Agency Offering CA Bishop Unified School District Inyo Negotiated Offering CA Bishop Unified School District Inyo Negotiated Offering CA Bishop Unified School District Inyo Negotiated Offering AZ Blue Ridge Unified School District No. 32 Navajo Agency Offering TX Seguin Independent School District Negotiated Offering IL Sparta, City of Negotiated Offering MI Williamston Community Schools Negotiated Offering MI Williamston Community Schools Negotiated Offering CA Fairfield, City of Solano Negotiated Offering MT School District No. 2 (Billings) Yellowstone Negotiated Offering FL Capital Trust Agency Negotiated Offering LA Capital Area Finance Authority Negotiated Offering IL Schiller Park, Village of Negotiated Offering IL Schiller Park, Village of Negotiated Offering HI Hawaii, University of Honolulu Negotiated Offering HI Hawaii, University of Honolulu Negotiated Offering HI Hawaii, University of Honolulu Negotiated Offering HI Hawaii, University of Honolulu Negotiated Offering CA Jurupa Unified School District Riverside Negotiated Offering CA Davis, City of Yolo Negotiated Offering TX City of Conroe Montgomery Negotiated Offering TX City of Conroe Montgomery Negotiated Offering GA Walker County Development Authority Walker Negotiated Offering CA Colma, Town of San Mateo Negotiated Offering CA Azusa Redevelopment Agency, Successor Agency to the Los Angeles Negotiated Offering CA Azusa Redevelopment Agency, Successor Agency to the Los Angeles Negotiated Offering CA Fresno Unified School District Fresno Negotiated Offering CO Thornton Development Authority Negotiated Offering AZ Bullhead City Agency Offering GA Association County Commissioners of Georgia Newton Agency Offering MI Whitmore Lake Public School District Washtenaw Negotiated Offering MI Whitmore Lake Public School District Washtenaw Negotiated Offering NY Metropolitan. Transportation Authority New York Negotiated Offering CA Burlingame Elementary School District San Mateo Negotiated Offering CA Burlingame Elementary School District San Mateo Negotiated Offering NY Metropolitan Transportation Authority New York Negotiated Offering CA Madera Unified School District Madera Negotiated Offering CA South Tahoe Joint Powers Financing Authority El Dorado Negotiated Offering MI Brighton Township Sanitary Sewer Drainage District Livingston Negotiated Offering OK Oklahoma Capitol Improvement Authority Negotiated Offering MI Michigan, State of Negotiated Offering UT CA GA TX MI CA OR CA MO CT GA TX TX MI MI VA NY CA TN MI MO MO CA AL CA CA MI LA CA TX CA LA CO CA CA CA CA KS NY TX CA FL CA CA GA GA CT OH TX CA MO MO NY NY NY OH Utah Housing Corporation Whittier Redevelopment Agency Municipal Gas Authority of Georgia Elgin Independent School District Novi, City of East Palo Alto, Successor Agency Oregon Housing and Community Services Department Mojave Unified School District St. Louis, The Industrial Development Authority of the County Connecticut Health and Educational Facilities Authority Georgia Municipal Association, Inc. Metropolitan Transit Authority Metropolitan Transit Authority Olivet Community Schools Olivet Community Schools City of Bristol New York Convention Center Development Corporation San Benito High School District The Health, Educational and Housing Facility Board of Sevier C Dowagiac Union School District Missouri Housing Development Commission Missouri Housing Development Commission Sonora Union High School District Oneonta, Utilities Board of the City San Bernardino, County of San Bernardino, County of Flushing Community Schools St. John the Baptist Parish Yosemite Community College District Board of Regents of University of Texas Fremont, City of City of Lafayette Regional Transportation District Saugus Union School District El Dorado County El Dorado County Clovis Unified School District Kansas Development Finance Authority DASNY United Independent School District Eureka City Schools Hillsborough County, School Board of Eastern Municipal Water District Irvine, City of Jefferson, City of, Public Building Authority Jefferson, City of, Public Building Authority Connecticut Health and Educational Facilities Auth Vermilion, City of Dallas, City of Indio, City of Blue Springs, City of Blue Springs, City of Metropolitan Transportation Authority Metropolitan Transportation Authority Metropolitan Transportation Authority Sharon Township Los Angeles Oakland San Mateo Kern St. Louis Harris Harris Eaton Eaton San Benito Cass Tuolumne San Bernardino San Bernardino Genesee Travis Alameda Lafayette Los Angeles El Dorado El Dorado Fresno Albany Webb Humboldt Hillsborough Riverside Orange Dallas Riverside New York New York New York Negotiated Offering Negotiated Offering Agency Offering Negotiated Offering Agency Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Agency Offering Agency Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering. Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Agency Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Agency Offering CA MI CA MI OH MO MO AZ IL IL MI IL IN CA MI MI MO TX TX TX CA TX MO SC AZ CA AL CA CA CA MO CA CA NY CA AL MI CA CA ME MI CA CA GA NV CA CA OK MI CA AL CA CA KS TX IL California State University, Trustee of the Kent City Community Schools Lincoln Unified School District Oxford Community Schools Cuyahoga Falls, City of Wentzville R-IV School District Wentzville R-IV School District Tuba City Unified School District No.15 Lewis and Clark Community College District No. 536 Lewis and Clark Community College District No. 536 Birmingham Public Schools Southwestern CUSD 9 Indianapolis Local Public Improvement Bond Bank Oxnard School District Saranac Community Schools Saranac Community Schools Poplar Bluff, City of Brooks City Base Development Authority Brooks City Base Development Authority Brooks City Base Development Authority West Kern Community College District Aledo Independent School District Wentzville, City of Clarendon Facilities Corporation Yavapai County IDA Santa Ana Unified School District Autauga Board of Education Ventura Unified School District Rancho Cucamonga, City of Rialto, Sucessor Agency to the Redevelopment Agency of the Missouri Housing Development Commission Rialto, Sucessor Agency to the Redevelopment Agency of the Rialto, Sucessor Agency to the Redevelopment Agency of the DASNY San Mateo County Flood Control District Jacksonville, City of St. Charles Community Schools Murrieta Valley Unified School District Murrieta Valley Unified School District Maine Health and Higher Educational Facilities Authority Ishpeming Public School District #1 Colton Redevelopment Agency Imperial, City of Walton County Water and Sewerage Authority Clark County Los Angeles County, Redevelopment Refunding Authority Los Angeles County, Redevelopment Refunding Authority Oklahoma Development Finance Authority Kalamazoo Public Schools Turlock, City of Arab Sewer Board Chula Vista, City of Chula Vista, City of McPherson, City of South Texas College District Patoka CUSD 100. Los Angeles Kent San Joaquin Oakland Cuyahoga St. Charles St. Charles Coconino Oakland Macoupin Marion Ventura Ionia Ionia Bexar Bexar Bexar St. Charles Yavapai Orange Autauga Ventura San Bernardino ( San Bernardino (San Bernardino ( San Bernardino Albany San Mateo Saginaw Riverside Riverside Marquette San Bernardino Imperial Walton Los Angeles Los Angeles Kalamazoo Stanislaus Marengo San Diego San Diego McPherson Hidalgo Marion Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Agency Offering Negotiated Offering Negotiated Offering Negotiated Offering Agency Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Agency Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Agency Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Agency Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Negotiated Offering Agency Offering CA Santa Monica -Malibu Unified School District Los Angeles Negotiated Offering FL Seminole County Seminole Negotiated Offering CA Successor Agency to the Poway Redevelopment Agency San Diego Negotiated Offering CA Successor Agency to the Poway Redevelopment Agency San Diego Negotiated Offering LA Broussard, City of Negotiated Offering AZ Peoria Unified School District No. 11 Maricopa Negotiated Offering TX Eagle Pass, City of Maverick Negotiated Offering MO Bridgeton, City of, Industrial Development Authority St. Louis Negotiated Offering UT Utah Charter School Finance Authority Negotiated Offering IL Chester CUSD 139 Randolph Negotiated Offering IL Chester CUSD 139 Randolph Negotiated Offering OH Grove City, City of Franklin Negotiated Offering NY New York State Environmental Facilities Corporation Albany Negotiated Offering WI Public Finance Authority Negotiated Offering IL Tri-Valley CUSD 3 McLean Negotiated Offering OH Dayton -Montgomery County Port Authority Montgomery Negotiated Offering MO Fort Zumwalt School District St. Charles Negotiated Offering IL Milford Comm USD #124 Iroquois Negotiated Offering MO Maplewood -Richmond Heights School District Negotiated Offering TX Granbury Independent School District Negotiated Offering CA Galt, City of Sacramento Agency Offering CA Industry Public Facilities Authority Los Angeles Negotiated Offering CA Industry Public Facilities Authority Los Angeles Negotiated Offering CA Industry Public Facilities Authority Los Angeles Negotiated Offering CA Industry Public Facilities Authority Los Angeles Negotiated Offering CA Industry Public Facilities Authority Los Angeles Negotiated Offering CA Industry Public Facilities Authority Los Angeles Negotiated Offering CA Seal Beach, City of Orange Negotiated Offering TX City of Beaumont Jefferson Negotiated Offering CA Los Angeles County Schools Pooled Financing Program Los Angeles Negotiated Offering CA Riverside, County of Riverside Negotiated Offering State of Florida Department of State I certify from the records of this office that STIFEL, NICOLAUS & COMPANY, INCORPORATED is a Missouri corporation authorized to transact business in the State of Florida, qualified on August 10, 1973. The document number of this corporation is 830618. I further certify that said corporation has paid all fees due this office through December 31, 2015, that its most recent annual report/uniform business report was filed on March 11, 2015, and that its status is active. I further certify that said corporation has not filed a Certificate of Withdrawal. Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capital, this the Eleventh day of December, 2015 ION Secretary of State Tracking Number: CU8935731916 To authenticate this certificate,visit the following site,enter this number, and then follow the instructions displayed. https: //services.sunbiz.o rg/Filings/CertificateOfStatus/CertificateAuthentication FORM X-17A-5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION FOCUS REPORT (FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORT) PART II 11 (Please read instructions before preparing Form) This report is being filed pursuant to (Check Applicable Block(s)): 1) Rule 17a-5(a) X 116 2) Rule 17a-5(b) 4) Special request by designated examining authority 17 119 3) Rule 17a-11 5) Other 126 18 NAME OF BROKER -DEALER SEC. FILE NO. STIFEL, NICOLAUS & COMPANY, INCORPORATED ADDRESS OF PRINCIPAL PLACE OF BUSINESS (Do not use P.O. Box No.) 13 501 NORTH BROADWAY 20 (No. and Street) 07/01/14 8-01447 FIRM ID NO. 793 15 FOR PERIOD BEGINNING (MM/DD/YY) ST. LOUIS (City) AND ENDING (MM/DD/YY) 2111 MO 22 63102 23 09/30/14 (State) (Zip Code) 1141 24 25 NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS REPORT (Area code) - Telephone No. Steve Bushmann (314) 342-2074 30 1311 NAME(S) OF SUBSIDIARIES OR AFFILIATES CONSOLIDATED IN THIS REPORT OFFICIAL USE Ryan Beck Holdings, LLC Butler Wick & Company, Inc Stone & Youngberg, LLC Thomas Weisel Partners, LLC; Stifel Nicolaus Inv Csltg (Shanghai) Co. 32 34 36 1381 1331 1371 DOES RESPONDENT CARRY ITS OWN CUSTOMER ACCOUNTS ? YES CHECK HERE IF RESPONDENT IS FILING AN AUDITED REPORT X140 NO 41 42 1391 EXECUTION: The registrant/broker or dealer submitting this Form and Its attachments and the persons) by whom it is executed represent hereby that all information contained therein is true, correct and complete. It is understood that all required items, statements, and schedules are considered integral parts of this Form and that the submisson of any amendment represents that all unamended items, statements and schedules remain true, correct and complete as previously submitted, 4 Dated the 23rd day of October 20 'i Manual Signet reps 1) 2) 3) Princi naging Partner IOfficer r artner P ncipal 0 erations Officer or Partner ATTENTION - Intentional misstatements or omissions of facts constitute Federal Criminal Violations. (See 18 U,S.C. 1001 and 15 U.S.C. 78:f (a) ) FINRA FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORT PART II BROKER OR DEALER STIFEL, NICOLAUS & COMPANY, INCORPORATED as of 09/30/14 COMPUTATION OF BASIC NET CAPITAL REQUIREMENT Part A 11. Minimal net capital required (6-2/3% of line 19) $ 12. Minimum dollar net capital requirement of reporting broker or dealer and minimum net capital requirement of subsidiaries computed in accordance with Note (A) $ 13. Net capital requirement (greater of line 11 or 12) $ 14. Excess net capital (line 10 less 13) 15. Net capital less greater of 10% of line 19 or 120% of line 12 $ COMPUTATION OF AGGREGATE INDEBTEDNESS 16.Total A.I. liabilities from Statement of Financial Condition 17. Add: A. Drafts for immediate credit $ B. Market value of securities borrowed for which no equivalent value is paid or credited $ C. Other unrecorded amounts (List) 18, Deduct: Adjustment based on deposits in Special Reserve Bank Accounts(15c3.1(c)(1)(vii)) $ 19.Total aggregate indebtedness $. 20. Percentage of aggregate indebtedness to net capital (line 19 divided by line 10) 21. Percentage of aggregate Indebtedness to net capital after anticipated capital vrithdrawals (line 19 divided by line 10 less item 4880 page 12) COMPUTATION OF ALTERNATE NET CAPITAL REQUIREMENT Part B 22.2% of combined aggregate debit items as shown In Formula for Reserve Requirements pursuant to Rule 15c3-3 prepared as of the date of net capital computation including both brokers or dealers and consolidated subsidiaries' debits $ 12,977,549 23, Minimum dollar net capital requirement of reporting broker or dealer and minimum net capital requirement of subsidiaries computed In accordance with Note(A) $ 1,000400 24. Net capital requirement (greater of line 22 or 23) $ 12,977,549 25. Excess net capital (line 10 less 24) $ 326,447.470 26. Percentage of Net Capital to Aggregate Debits (line 10 divided by line 18 page 8) % 52.31 27. Percentage of Net Capital, after anticipated capital withdrawals, to Aggregate Debits Item 10 less Item 4880 page 12 divided by line 17 page 8) % 44 71 28. Net capital in excess of the greater of: 5% of combined aggregate debit items or 120% of minimum net capital requirement $ 306,981,148 13800 I3810 3756 13758 3760 [37701 3780 3790 3820 OTHER RATIOS $ 3830 3838 3840 3850 Part C 29. Percentage of debt to debt -equity total computed in accordance with Rule 15c3-1 (d) % 2,93 30. Options deductions/Net Capital ratio (1000% test) total deductions exclusive of liquidating equity under Rule 15c3-1(a)(6), (a)(7) and (c)(2)(x) divided by Net Capital NOTES: (A) The minimum net capital requirement should be computed by adding the minimum dollar net capital requirement of the reporting broker dealer and, for each subsidiary to be consolidated, the greater of: 1. Minimum dollar net capital requirement, or 2. 6-2/3% of aggregate indebtedness or 2% of aggregate debits if alternate method is used. (B) Do not deduct the value of securities borrowed under subordination agreements or secured demand notes covered by subordination agreements not in satisfactory form and the market values of memberships in exchanges contributed for use of company (contra to item 1740) and partners' securities which were included in non -allowable assets. (C) For reports filed pursuant to paragraph (d) of Rule 17a-5, respondent should provide a list of material non -allowable assets. 10/85 Page 6 38531 3870 38801 3760 3910 3851 3854 3920 138601 {3852 FORM X-17A-5 SECURITIES AND EXCHANGE COMMISSION FOCUS REPORT (FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORT) PART II 11 (Please read instructions before preparing Form) This report is being filed pursuant to (Check Applicable Block(s)): 1) Rule 17a-5(a) xl 16 2) Rule 17a-5(b) 4) Special request by designated examining authority 17 19 3) Rule 17a-11 5) Other 26 118 NAME OF BROKER -DEALER STIFEL, NICOLAUS & COMPANY, INCORPORATED ADDRESS OF PRINCIPAL PLACE OF BUSINESS (Do not use P.O. Box No.) SEC. FILE NO. 13 8-01447 14 FIRM ID NO. 793 15 FOR PERIOD BEGINNING (MM/DD/YY) 501 NORTH BROADWAY 20 (No. and Street) ST. LOUIS (City) 07/01/15 24 AND ENDING (MM/DD/YY) El MO 22 63102 [11 09/30/15 25 (State) (Zip Code) NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS REPORT(Area code) - Telephone No. Steve Bushmann (314)342-2074 NAME(S) OF SUBSIDIARIES OR AFFILIATES CONSOLIDATED IN THIS REPORT OFFICIAL USE Ryan Beck Holdings, LLC Stifel Nicolaus Inv Cstig (Shanghai) Co. _J 32 34 36 33 35 37 39 DOES RESPONDENT CARRY ITS OWN CUSTOMER ACCOUNTS ? YES X 40 NO CHECK HERE IF RESPONDENT IS FILING AN AUDITED REPORT 41 42 EXECUTION: The registrant/broker or dealer submitting this Form and its attachments and the person(s) by whom it is executed represent hereby that all information contained therein is true, correct and complete. It is understood that all required Items, statements, and schedules are considered integral parts of this Form and that the submisson of any amendment represents that all unamended items, statements and schedules remain true, correct and complete as previously submitted. Dated the day of 20 Manual Signatures of: 1) 2) 3) Principal Executive Officer or Managing Partner Principal Financial Officer or Partner Principal Operations Officer or Partner ATTENTION - Intentional misstatements or omissions of facts constitute Federal Criminal Violations. (See 18 U.S.C. 1001 and 15 U.S.C. 78:f (a) FINRA FINANCIAL AND OPERATIONAL COMBINED UNIFORM SINGLE REPORT PART II BROKER OR DEALER STIFEL, NICOLAUS & COMPANY, INCORPORATED as of 09/30/15 COMPUTATION OF BASIC NET CAPITAL REQUIREMENT Part A 11. Minimal net capital required (6-2/3% of line 19) 12. Minimum dollar net capital requirement of reporting broker of subsidiaries computed in accordance with Note (A) 13. Net capital requirement (greater of line 11 or 12) 14. Excess net capital (line 10 less 13) or dealer and minimum net capital requirement 15. Net capital less greater of 10% of line 19 or 120% of line 12 COMPUTATION OF AGGREGATE INDEBTEDNESS 16. Total A.I. liabilities from Statement of Financial Condition 17. Add: A. Drafts for immediate credit $ B. Market value of securities borrowed for which no equivalent value is paid or credited C. Other unrecorded amounts (List) 3810 3820 18. Deduct: Adjustment based on deposits in Special Reserve Bank Accounts(15c3-1(c)(1)(vii)) 19. Total aggregate indebtedness 20. Percentage of aggregate indebtedness to net capital (line 19 divided by line 10) 21. Percentage of aggregate indebtedness to net capital after anticipated capital withdrawals (line 19 divided by line 10 less item 4880 page 12) Part B 22. 2% of combined aggregate debit items as shown in Formula for Reserve Requirements pursuant to Rule 15c3-3 prepared as of the date of net capital computation including both brokers or dealers and consolidated subsidiaries' debits $ 13,181,489 23. Minimum dollar net capital requirement of reporting broker or dealer and minimum net capital requirement of subsidiaries computed in accordance with Note(A) $ 1,000,000 24. Net capital requirement (greater of line 22 or 23) $ 13,181,489 25. Excess net capital (line 10 less 24) $ 320,200,884 26. Percentage of Net Capital to Aggregate Debits (line 10 divided by line 18 page 8) % 50.58 27. Percentage of Net Capital, after anticipated capital withdrawals, to Aggregate Debits item 10 less Item 4880 page 12 divided by line 17 page 8) % 44 52 28. Net capital in excess of the greater of: 5% of combined aggregate debit items or 120% of minimum net capital requirement $ 300,428,650 OTHER RATIOS Part C 29. Percentage of debt to debt -equity total computed In accordance with Rule 15c3-1 (d) 30. Options deductions/Net Capital ratio (1000% test) total deductions exclusive of liquidating equity under Rule 15c3-1(a)(6), (a)(7) and (c)(2)(x) divided by Net Capital NOTES: (A) The minimum net capital requirement should be computed by adding the minimum dollar net capital requirement of the reporting broker dealer and, for each subsidiary to be consolidated, the greater of: 1. Minimum dollar net capital requirement, or 2. 6-2/3% of aggregate indebtedness or 2% of aggregate, debits if alternate method is used. (B) Do not deduct the value of securities borrowed under subordination agreements or secured demand notes covered by subordination agreements not in satisfactory form and the market values of memberships in exchanges contributed for use of company (contra to item 1740) and partners' securities which were included in non -allowable assets. (C) For reports filed pursuant to paragraph (d) of Rule 17a-5, respondent should provide a list of material non -allowable assets. COMPUTATION OF ALTERNATE NET CAPITAL REQUIREMENT 137561 3758 3760 3770 3780 37901 3838 3840 3850 3853 10/85 Page 6 3870 3880 13760 2.97 3910 138511 3854 3920 3860 3852 Stifel's Florida Negotiated Underwriting Experience 04/12/12 0.500 04/12/12 14,225 08/17/12 54.450 11/08/12 0.500 11/08/12 11.250 12/12/12 0.500 12/12/12 34.000 02/22/13 77.255 03/22/13 270.220 04/12/13 50.900 04/12/13 91.320 05/02/13 15.345 06/13/13 29.720 07/02/13 2.720 07/02/13 60.515 10/09/13 4.760 03/28/14 236.290 04/25/14 3.430 05/29/14 113.045 08/15/14 72.340 08/19/14 29.040 09/19/14 62.310 12/05/14 60.220 01/07/15 54.845 02/11/15 100.695 02/26/15 79.595 04/02/15 28.210 04/08/15 20.250 04/10/15 79.880 05/01/15 32.025 05/01/15 149.270 05/08/15 76.045 05/21/15 50.000 05/21/15 150.000 05/21/15 225.000 05/21/15 275,000 05/21/15 300.000 06/10/15 13,000 07/29/15 32.860 08/05/15 100.625 09/03/15 24.000 10/09/15 0.780 10/09/15 11.390 11/20/15 21.145 11/20/15 25.000 11/20/15 40,205 Florida Capital Trust Agency Florida Capital Trust Agency Daytona Beach City -Florida Florida Capital Trust Agency Florida Capital Trust Agency Florida Capital Trust Agency Florida Capital Trust Agency St Lucie Co School Board Miami -Dade Co Expressway Auth Brevard Co School Board Brevard Co School Board Leesburg City -Florida Fernandina Beach City -Florida Collier Co Educational Facs Auth Collier Co Educational Facs Auth Madeira Beach City -Florida Orlando City -Florida Highlands Co School Board Volusia Co School Board Lee Co School Board Pembroke Pines City -Florida Brevard Co School Board Lee Co School Board St Johns Co School Board Brevard Co School Board Miramar City -Florida Volusia Co School Board Charlotte Co -Florida St Lucie Co SD Seminole Co -Florida Seminole Co -Florida Pembroke Pines City -Florida Florida Citizens Prop Ins Corp Florida Citizens Prop Ins Corp Florida Citizens Prop Ins Corp Florida Citizens Prop Ins Corp Florida Citizens Prop Ins Corp St Pete Beach City -Florida Marion Co School Board Hillsborough Co SD Florida Capital Trust Agency Shalimar Town -Florida Shalimar Town -Florida Hialeah City -Florida Hialeah City -Florida Highlands Co School Board Multi -Family Housing Rev Bonds Multi -Family Housing Rev Bonds Utility Sys Ref & Imp Rev Bonds Multi -Family Housing Rev Bonds Multi -Family Housing Rev Bonds Multi -Family Housing Rev Bonds Multi -Family Housing Rev Bonds Ref Certificates of Participation Toll System Ref Revenue Bonds Ref Certificates of Participation Ref Certificates of Participation Capital Improvement Ref Rev Bonds Utility System Ref Revenue Bonds Revenue Bonds Revenue Refunding Bonds Capital Improvement Rev Bonds Revenue Bonds Capital Imp & Ref Revenue Bonds Ref Certificates of Participation Certificates of Participation Public Improvement Rev Ref Bonds Ref Certificates of Participation Certificates of Participation Ref Certificates of Participation Ref Certificates of Participation Capital Improvement Ref Rev Bonds Ref Certificates of Participation Capital Improvement Ref Rev Bonds Sales Tax Refunding Rev Bonds Water & Sewer Revenue Ref Bonds Water & Sewer Revenue Ref Bonds General Obligation Bonds Coastal Account Sr Secured Bonds Coastal Account Sr Secured Bonds Coastal Account Sr Secured Bonds Coastal Account Sr Secured Bonds Coastal Account Sr Secured Bonds Capital Improvement Revenue Bonds Ref Certificates of Participation Ref Certificates of Participation Multi -Family Housing Rev Bonds Multi-Fam Housing Rev Ref Bonds Multi -Family Hsg Rev Ref Bonds Special Obligation Ref Rev Bonds Special Obligation Revenue Bonds Ref Certificates of Participation Series 2012 A-T Series 2012 A Series 2012 Series 2012 Series 2012 A Series 2012 A-T Series 2012 A Series 2013 A Series 2013 A Series 2013 B Series 2013 A Series 2013 Series 2013 A Series 2013 B Series 2013 A Series 2013 Series 2014 A Series 2014 Series 2014 B Series 2014 A Series 2014 Series 2014 Series 2014 B Series 2015 Series 2015 B & C Series 2015 Series 2015 Series 2015 Series 2015 Series 2015 B Series 2015 A Series 2015 Series 20.15 A-1 Series 2015 A-1 Series 2015 A-1 Series 2015 A-1 Series 2015 A-2 Series 2015 Series 2015 B Series 2015 A Series 2015 A Series 2015 A-2 Series 2015 A-1 Series 2015 B Series 2015 A Series 2015 Sole Manager Sole Manager Lead Manager Sole Manager Sole Manager Sole Manager Sole Manager Co -Manager Co -Manager Co -Manager Co -Manager Lead Manager Co -Manager Sole Manager Sole Manager Sole Manager Co -Manager Sole Manager Lead Manager Co -Manager Co -Manager Co -Manager Co -Manager Co -Manager Co -Manager Co -Manager Co -Manager Co -Manager Co -Manager Lead Manager Lead Manager Co -Manager Co -Manager Co -Manager Co -Manager Co -Manager Co -Manager Lead Manager Lead Manager Co -Manager Sole Manager Sole Manager Sole Manager Lead Manager Lead Manager Sole Manager aC.,Transactions 1 of 1 December 16, 2015 Siebert Brandford Shank & Co., L.L.C. Response to the Request for Qualifications for Municipal Bond Underwriting Services RFQ# 521381 City of Miami, Florida Primary Contact: Jonathan Kirn, Managing Director 1025 Connecticut Avenue NW, Suite 1202 Washington, DC 20036 (202) 872-8050 — ph (202) 872-3808 — fax jkirn@sbsco.com FEIN: 13-3932653 Local Business Address: 801 Brickell Avenue, Suite 900 Miami, FL 33131 (305) 350-5642 — ph (305) 372-0189 - fax Siebeirt Brandford Shank a Co., L.r.c. TABLE OF CONTENTS Tab Page Executive Summary 1 1 Proposal 2 Question 4. Proposer's Overall Qualifications and Experience 4 Question 5. Proposer's Ability to Underwrite Capacity Bonds 6 Question 6. Qualifications and Experience of Personnel 14 Question 7. Understanding of City 19 Question 8. Description of the Approach to Providing Services Requested in the Solicitation 24 Question 9. Trade Secrets Execution to Public Records Disclosure 25 Appendix Certification Statement A Form G-37 B Florida Certificate of Good Standing C Please note, all statistical references or rankings information was obtained from Securities Data Corporation ("SDC) All information and opinions expressed in this document were obtained from sources believed to be reliable and in good faith but no representation or warranty faith, warranty, express or implied, is made as to its accuracy or completeness. All information and opinions as well as any prices indicated are currently only as of the date of this report, and are subject to change without notice. Any estimations or protections as to events that may occur in the future (including projections of market performance) are based upon the best judgment of Siebert Brandford Shank & Co., L.L.C. ("SBS") from publicly available information as of the date of this report. There is no guarantee that any of these estimates or protections will be achieved. SBS is providing the information contained in this document for discussion purposes only in anticipation of serving as underwriter to the Issuer. The primary role of SBS, as an underwriter, is to purchase securities, for resale to investors, in an arm's-length commercial transaction between the Issuer and SBS and that SBS has financial and other interests that differ from those of the Issuer. SBS is not acting as a municipal advisor, financial advisor or fiduciary to the Issuer or any other person or entity. The information provided is not intended to be and should not be construed as "advice" within the meaning of Section 15B of the Securities Exchange Act of 1934. The Issuer should consult with its own financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the extent it deems appropriate. If the Issuer would like a municipal advisor in this transaction that has legal fiduciary duties to the issuer, then the Issuer is free to engage a municipal advisor to serve in that capacity. Member FINRA and SIPC Suzanne Shank Chair & CEO Henry Cisneros Non Voting Member CFO/Controller BOARD OF DIRECTORS Victor Miramontes Non Voting Member William Thompson Non Voting. Member OPERATIONS Suzanne Shank Chair & CEO SIEBERT CAPITAI. MARKETS LEGAL Leslie Carey Kirk (General Counsel) Myles Turner (Senior MO) City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ # 521381 3. Executive Summary A signed and dated summary of not more than three (3) pages containing the Proposer's Overall Expertise, Qualifications and Experience. Include the name of the organization, business phone, contact person, and phone/fax/email address. Describe the overall organization, history and background, tax status, principals, owners, board of directors and/or board of trustees, number of professionals employed, and the date Proposer was incorporated/organized; State(s) incorporated/organized In. Siebert Brandford Shank & Co., L.L.C. is pleased to submit our response to the City of Miami, Florida's (the "City") Request for Qualifications for Municipal Bond Underwriting Services. Siebert Brandford Shank's position as one of the top underwriters of municipal debt, our superior pricing and syndicate management capabilities, and our depth of experience in the State of Florida make our firm an ideal candidate to serve as a member of the City's Municipal Bond Underwriting Pool to serve as Senior, Co -Senior or Co -Manager for the City's negotiated bond transactions. Below please find the name and contact information of Siebert Brandford Shank's primary contact person for the City of Miami. Siebert Brandford Shank & Co., L.L.C. Jonathan Kirn Managing Director (202) 872-8052 — ph (202) 872-3608 —fax jkirn@sbsco.com Requested Information ■ Tax Status: Limited Liability Company • Principals: Suzanne Shank, William Thompson, Sean Duffy and Gary Hall • Owners: Suzanne Shank, CM Holdings LLC, Sean Duffy and William Thompson ■ Board of Directors: Suzanne Shank, Chairwoman & CEO; Henry Cisneros, Non -Voting Member; Victor Miramontes, Non -Voting Member; William Thompson, Non -Voting Member; Sean Duffy, Non -Voting Member; Robert Mazzarella, Non -Voting Member • Date of Incorporation: 10/3/1996 • State of Incorporation: Delaware Firm Overview. Siebert Brandford Shank & Co., L.L.C. is a full -service municipal finance firm that provides investment banking, sales and trading and underwriting services to municipal clients across the nation. The firm was founded through a partnership between the late Muriel Siebert — the first woman to own a seat on the New York Stock Exchange — and Napoleon Brandford III and Suzanne Shank, both seasoned public finance professionals. On November 8, 2015, Siebert Brandford Shank announced a realignment of its ownership structure and welcomed 3 new partners: - CM Holdings, LLC, a firm jointly owned by the Hon. Henry Cisneros, the first Latino mayor of San Antonio (1981- 1989), former Secretary of Housing and Urban Development under President Clinton (1993-1997), former President and COO of Univision (1997-2000), and founder and Chairman of CityView and Victor Miramontes, former CEO of North American Development Bank and co-founder of CityView — The Hon. William C. Thompson, Chief Administrative Officer and Managing Director of Siebert Brandford Shank, former New York City Comptroller, and former President of the New York City Board of Education (1996-2001) — Sean Duffy, Managing Director and Head of Institutional Sales and Trading for Siebert Brandford Shank UNDERWRITING Sherman Swanson (MD) Drew Gurley (MD) Sean Duffy Non Voting Member William Thompson CAO (Senior MD) SALES & TRADING Richard Stack (Head Trader) Sean Duffy (Sales Manager) Robert Mazzarella Non Voting Member Katherine Turner (Senior MD) 1 COO Sean Wedlnw (MD) QUANTITATIVE GROUP Wel-LI Pal (MD) NATIONAL HEAD OF PUBLIC FINANCE Gall Hall (Senior MD) Bra ford Shank aco„U.0 City of Miami, Florida Request for Qualiflcations for Municipal Bond Underwriting Services RFQ N 521381 Co-founder Suzanne Shank became the firm's majority owner and now holds the titles of Chairwoman and CEO. With the new ownership structure, Siebert Brandford Shank is now Wall Street's preeminent Black, Hispanic, and Women owned firm (93% minority -owned and 51% women -owned). Siebert Brandford Shank has earned national recognition for its extensive senior managed municipal bond underwriting experience and expertise. Since the firm's founding in 1996, Siebert Brandford Shank has managed over $1.1 trillion of municipal bonds in more than 4,900 transactions. Through this experience, Siebert Brandford Shank has established itself as a pioneer in the municipal marketplace, consistently developing innovative ideas and structures to better align our clients' financing goals with the dynamics of the capital markets. Siebert Brandford Shank is currently ranked 12th nationwide for senior managed negotiated new issues for 2014. The firm has ranked in the top 15 nationwide as senior managing underwriter over the last several years: we recently ranked 8th in 2010, 10th in 2011, 12th in 2012 and 13th in 2013. Siebert Brandford Shank also continues to be the number one ranked minority/women owned (M/WBE) public finance firm every year since 1998 and in 2010 we became the first M/WBE to rank among the top 10 senior managing underwriters for municipal transactions. While many larger firms have cut back the staff and capital allocated to their municipal finance operations, our firm continues to grow. Over the past year, Siebert Brandford Shank has hired 12 new public finance professionals, including 9 minorities and/or women. Siebert Brandford Shank has grown &-a&ra;Onto to include 17 public finance offices located in Miami, Ft. on ha Lauderdale, Washington, D.C., Detroit, Chicago, Atlanta, Lo Philadelphia, New York, Los Angeles, Houston, and other key cities. Our Washington, D.C., New York City, Detroit, Boston and Florida offices will be the primary sources of banking support :RCgx„°`"`n' for the City. Siebert Brandford Shank currently employs 78 professionals nationally. Demonstrated Pricing and Marketing Capabilities. Given today's rapidly changing market, it is especially important that issuers have the ability to reach the widest investor base possible. Siebert Brandford Shank delivers powerful marketing and distribution capabilities that have proven effective with all investor sectors. We are particularly proud of our ability to aggressively price and underwrite transactions on a consistent basis at or through the pricing levels of our competitors. For example, on recent senior managed transactions for Broward County (FL), Los Angeles World Airports, District of Columbia, Atlanta Airport, City of Houston Combined Utility System, Metropolitan Washington Airports Authority, Metropolitan Transportation Authority (NY), and State of Connecticut, Siebert Brandford Shank sold bonds at the tightest spreads for each of these issuers seen in recent years, enabling them to achieve the lowest overall borrowing cost possible in the current market. Our ability to achieve aggressive pricing spreads on a regular basis is due to our ability to develop the most appropriate marketing strategy for a particular issuer based upon the underlying credit fundamentals of the issuer, current investor dynamics (such as the level of true retail demand versus professional retail demand), the nature of the bonds being sold (tax-exempt versus taxable) and overall market conditions. Siebert Brandford Shank has consistently demonstrated an effective marketing strategy to place all types of paper. Our municipal sales department actively markets to over 450 of the top tier institutional buyers across the country. Institutional account coverage includes mutual funds, insurance companies, corporations, trust departments, commercial bank trust departments, "cross -over" buyers, and investment advisors - buyers that comprise between 75% and 85% of the total municipal market. Our sales force has also long focused on cultivating relationships with and providing excellent service to second- and third -tier institutional buyers, including professional retail buyers, which are often underserviced by the larger firms. We feel this coverage sets us apart from the other leading national firms and is one of our recognized competitive strengths. We are also active in the secondary market with all of the investors we work with, providing liquidity for the issuers for whom we underwrite in the primary market. Commitment to the State of Florida. The professionals at Siebert Brandford Shank have extensive experience with Florida issuers and credits and are familiar with the regional dynamics facing these issuers. Since the firm's inception, Siebert Brandford Shank has participated as a managing underwriter in over $41 billion in Florida debt financings, Branbert dfoore co„dShec 2 City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ # 521381 including senior managing $1.4 billion. Our most recent experience includes serving as senior manager to Miami -Dade County on its $205 million Public Facilities Revenue and Refunding Bonds issuance that priced on June 23, 2015 and to Broward County on its $200 million Water and Sewer Utility Revenue Refunding transaction that priced on June 16, 2015. Understanding of the City. Although our firm has not participated in the past on the City's financings, Siebert Brandford Shank is very familiar with the South Florida market having served as a member of the Miami -Dade County pool of approved underwriters since 1996 — select team members have also covered South Florida for a large portion of their careers prior to joining the firm. The City has experienced a significant rebound from the depths of the negative financial issues associated with the national economic downturn in 2008 which significantly impacted Florida, in general, and South Florida specifically. The renewed growth is more managed with an eye to sustainability which is critical for financial strength. Credit upgrades and revised outlooks confirm that the City has made significant strides in its economic recovery. Regardless, the City of Miami, its history, mission, governance, and, most importantly, its future plans all need to be conveyed to the financial markets to assist investors in thoroughly understanding the credit nuances. Siebert Brandford Shank has demonstrated our ability to effectively educate investors to allow our clients to attain the best prices possible for their bonds. When properly educated and accurately informed, investors discount prior ratings and "headline risk" and instead focus on the facts. In looking at the firms that will comprise the City's Municipal Bond Underwriting Pool, we believe it is critical that the City choose a firm that is committed to public finance. Siebert Brandford Shank is that firm. As a member of the City's Pool, Siebert Brandford Shank would commit the full resources of the firm to assist the City in achieving the most efficient and cost-effective financings possible. Thank you for the opportunity to respond to this RFQ. Please do not hesitate to contact the undersigned with any questions that you may have. Sincerely, 2. Sean Werdlow Senior Managing Director & COO Jonathan Kirn Managing Director 3 ertWird Shank 8 Co, LLC City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ # 521381 4. Proposer's Overall Qualifications and Experience a) Firm shall satisfy each of the minimum requirements listed under Section 2.9, Proposer's Minimum Qualifications, of the RFQ. Firm must also submit an affirmative declaration of compliance to the Minimum Requirements and Pre -Requisites as stated in Section 2.9. Siebert Brandford Shank declares that we are in compliance with each of the minimum requirements listed under Section 2.9. We hereby affirm that Siebert Brandford Shank has continuously maintained a Red Book listing within the area of Dealers & Underwriters for at least two years. Please see Appendices B and C for our most recent G-37 filing and Certificate of Good Standing from State of Florida Secretary of State's office. b) Describe your firm's underwriting practice as related to public finance. Compare public finance staffing in your firm three (3) years ago and today. Public Finance Department. Siebert Brandford Shank's public finance department is comprised of investment bankers with a variety of professional backgrounds and combines our extensive structuring and underwriting expertise resulting in a long history of innovation for the firm's clients. Siebert Brandford Shank has a team of dedicated quantitatively - focused professionals who are primarily responsible for the structuring of complex transactions and the development of detailed transaction -specific models. Recently, Siebert Brandford Shank hired Wei -Li Pai, formerly of Loop Capital Markets, to serve as national head of our quantitative group. Siebert Brandford Shank's public finance department provides in-house debt structuring and financial analysis capabilities that incorporate the latest technology available in the industry and allow us to optimize financing structures for our clients to ensure the lowest possible borrowing cost on any given financing. The firm provides the following services: • Debt portfolio creation and monitoring of potential restructuring and refunding opportunities to provide ongoing advice for overall debt management; • Tax-exempt and taxable debt structuring, including optimal bond sizing calculations utilizing fixed, stepped and zero coupons; ■ Proprietary sizing and refunding applications, portfolio optimization calculations, and preparation of escrow and arbitrage compliance calculations necessary to optimize advance -refunding transactions; • Project financing strategies; ■ Flow of funds models; • Analyzing derivative products; and • Call optimization strategies, to name a few. In addition, we keep our clients abreast of market changes and trends in the municipal market (via our weekly Market Update and bi-weekly Transportation and Water and Sewer Market Updates and secondary pricing from their offerings. We also have developed sophisticated market analytic tools to assist both our buy -side clients as well as new issue municipal clients, as further detailed in our response to Question 5e. Underwriting, Sales and Trading Department. Our municipal underwriting and sales and trading department, comprised of 5 municipal professionals in Oakland, and 14 in New York, actively markets to over 450 of the top -tier buyers across the country. This institutional account coverage includes mutual funds, insurance companies, corporations, trust departments, commercial bank trust departments, and investment advisors, an investor group that is responsible for an estimated 75% to 85% of total municipal activity. In addition, our sales force covers many mid -size institutions, who are often under -serviced by the larger firms but can play a key role in "tough -to -sell" issues, "stepping up" because they have been well -covered by Siebert Brandford Shank sales professionals in previous transactions and in the secondary market. Staffing Levels. While many larger firms have cut back the staff and capital allocated to their municipal franchise, Siebert Brandford Shank continues to grow. In the last year, Siebert Brandford Shank has hired 12 new public finance professionals, 9 of which are minorities and/or wornen. The table to the right provides our staffing levels today versus three years ago. Siebert Brandford Shank remains committed to its Florida clients and has 4 investment banking professionals dedicated to the Florida team including Sean Werdlow, Senior Managing Director, Jonathan Kirn, Managing Director, Sarah Snyder, Senior Vice President, and Annie Fazio, Analyst. Public Finance Staffing Levels Banking* Underwriting Sales & Trading Administrative 4 *Includes public finance Investment bankers and related personnel Siebert Brandford Shank eco.,u.c. City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ # 521381 c) Disclosure by the underwriter of any conflicts of interest, as stated in MSRB Rule G-17, including finder's fees, fee splitting, or other contractual arrangements of the firm that could present a real or perceived conflict of interest. Additionally, the firm should disclose if there are any pending investigations of the firm or enforcement or disciplinary actions imposed on the firm within the past three (3) years by the Security Exchange Commission (SEC) or other regulatory bodies; The firm is aware of no conflicts of interest, as stated in MSRB Rule G-17, including finder's fees, fee splitting, or other contractual arrangements of the firm that could present a real or perceived conflict of interest. Additionally, on June 18, 2015, the Securities & Exchange Commission (the "Commission") issued an Order against the Firm alleging that the Firm willfully violated Section 17(A)(2) of the Securities Act, as a result of the Firm (along with other industry investment banking firms) voluntarily participating in the Commission's Municipalities Continuing Disclosure Cooperative ("MCDC") Initiative. The Commission accepted an Offer of Settlement by the Firm and the Firm paid a civil monetary penalty in the amount of $240,000. d) Certify the Proposer's Excess Net Capital position as of September 30, 2014. Siebert Brandford Shank's Excess Net Capital as of September 30, 2014 was $15,522,301 and as of September 30, 2015 was $18,132,107. Please see our response to Question 5.d for the firm's most recent capital numbers and additional information on our ability and willingness to underwrite bonds for municipal clients. e) Disclose whether your firm has been Involved in the prior trade of securities for the City of Miami? If so, please specify dates and provide detailed information concerning the services provided. Since 2009, Siebert Brandford Shank has traded $1.4 million of the City's bonds in the secondary market. The database that we use to track secondary trades does not have trade information prior to 2009. s Aglik Bradford Shank a co„ tax City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ f 521381 5. Proposer's Ability to Underwrite Capacity Bonds a) Describe the Proposers bond sales abilities with emphasis on the Proposer's institutional and/or retail distribution capabilities and ability to place Florida paper. Include in a tabular format the follow (limit to three pages): 1) Number of sales personnel In Florida 2) Number of offices in Florida 3) Number of offices nationally Siebert Brandford Shank brings together exceptional public finance bankers with a broad range of capabilities in banking and financial advisory services, and a sales and trading department Siebert Brandford Shank N/Aui 2 17 with a highly developed institutional market. The firm also has n) Salesmen handle institutional investors only and do not need to be retail distribution agreements providing us access to the registered in specific states networks of Credit Suisse, which has over 350 retail brokers, and Muriel Siebert & Co. with more than 100,000 retail accounts. This unique combination helps ensure the lowest cost of financing for our issuer clients, regardless of market conditions. The table above outlines Siebert Brandford Shank's presence throughout the country and specifically in Florida. Number of sales personnel in Florida Number of offices in Florida Number of offices nationally DISTRIBUTION CAPABILITIES It is especially important that issuers have the ability to reach the widest investor base possible. Siebert Brandford Shank delivers powerful marketing and distribution capabilities that have proven effective with all investor sectors. We are particularly proud of our ability to aggressively price and underwrite transactions on a consistent basis at or through the pricing levels of our competitors. For example, on recent senior managed transactions for Broward County (FL), Los Angeles World Airports, District of Columbia, Atlanta Airport, City of Houston Combined Utility System, Metropolitan Washington Airports Authority, and State of Connecticut, Siebert Brandford Shank sold bonds at the tightest spreads that these issuers had seen in recent years, enabling them to achieve the lowest overall borrowing cost possible. On our recent transaction for the Los Angeles World Airports, Siebert Brandford Shank was able to achieve the tightest long- term AMT spreads (55 bps) for any uninsured publically offered airport issuance to date and the lowest long-term non- AMT uninsured spread for a publicly offered airport financing in the last 5 years. Our ability to achieve aggressive pricing spreads on a regular basis is due to our ability to develop the most appropriate marketing strategy for a particular issuer based upon the underlying credit fundamentals of the issuer, current investor dynamics (such as the level of true retail demand versus professional retail demand), the nature of the bonds being sold (tax-exempt versus taxable) and overall market conditions. Below we highlight our ability to aggressively price municipal bond transactions as senior managing underwriter. $324,325,000 Los Angeles World Airports Senior Revenue Bonds, Series 2015 D&E City of Los Angeles Wastewater Revenue and Refunding, 2015 A&B $229,930,000 60 - 40 - 20 0 LAWA Non-AMT Spread Comparison IIIJIJI���. 016 2018 2020 2022 2024 2026 2028 i 1 2032 2034 2036 2038 2040 A Series 2015E (November) It Series 2015B (February) 60 40 20 0 Historical Pricing Spread Comparison 12 13 14 15 16 17 18 19 20 ■IAWW2015 eLADWP.2014 MIAWW2013 29 $199,810,000 Broward Co., FL Water and Sewer Utility Revenue Bonds, Series 2015A&B District of Columbia Income Tax Revenue Refunding, Series 2014A $155,665,000 0.60% 0.50% 0.40% 0.30% 0.20% 0.10% 0.00% Historical Pricing Spread Comparison 6 7 8 9 10 11 12 13 14 15 16 • Broward W&S 2015 (Aa1/AA+/AA+) k! Broward W&S 2012 (Aa2/AA/AA+) = Siebert Brandford Shank senior managed transactions 30 25 20 15 10 5 3 4 Historical Pricing Spread Comparison 5 6 7 8 9 10 ■ Series 2014A Pi Series 2012C (November) If Series 2012A (May) 6 brt Ikalw Brandford Shank a Co, I,I.0 City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ ft 521381 Institutional Distribution. Siebert Brandford Shank's underwriting and sales and trading operations are comprised of 19 employees located in New York City and Oakland, California. Secondary market trading, investor research and all clearing and administrative functions are headquartered in New York. Our municipal sales department actively markets to over 450 of the top tier institutional buyers across the country. Institutional account coverage includes mutual funds, insurance companies, corporations, trust departments, commercial bank trust departments, "cross -over" buyers, and investment advisors — buyers that comprise between 75% and 85% of the total municipal market. Our salesforce has also long focused on cultivating relationships with and providing excellent service to second- and third -tier institutional buyers, including professional retail buyers, which are often underserviced by the larger firms. We feel this coverage sets us apart from the other leading national firms and is one of our recognized competitive strengths. We are also active in the secondary market with all of the investors we work with, providing liquidity for the issuers for whom we underwrite in the primary market. Siebert Brandford Shank's two underwriters, Sherman Swanson and Andrew Gurley, have over 50 years of combined experience in the public finance industry. Their knowledge of investor expectations, market trends, optimal bond structuring and timing are unmatched in the industry. Retail Distribution. Siebert Brandford Shank has specifically cultivated relationships with banks, fund managers, investment advisors and other "professional retail" entities that allow us to generate qualifying retail orders. In addition, the firm has established retail distribution agreements with Credit Suisse, which has over 350 retail brokers strategically located in financial centers across the country with direct access to investors who cumulatively hold over $17 billion of municipal bonds in their individual accounts and with Muriel Siebert & Co., who through four offices nationwide, services a growing retail base comprised of over 100,000 individual accounts. Regardless of whether our client's financing structure is more conducive to individual retail investors or requires the muscle of professional retail buyers to move volume, all of Siebert Brandford Shank's capabilities and sales channels serve one purpose: to create the greatest amount of exposure and demand for a bond issue, thus allowing us to deliver the lowest possible yields. Siebert Brandford Shank has exhibited this performance both when we use a retail order period as well as when we elect to structure a transaction with no retail order period, but allow a retail priority during the institutional order period, consistently helping to maximize demand and achieve the most aggressive pricing for our clients. On our book -running senior managed transactions, as detailed further below, Siebert Brandford Shank has demonstrated a unique ability to strategically structure and market bonds specifically to retail investors to achieve the greatest yield benefit for our issuer clients. The following list provides some recent examples: • $136 million (51%) in retail orders generated for the $269 million Dormitory Authority of the State of New York State University of New York (SUNY) Revenue Bonds, Series 2015A, of which $109 million (80%) were generated by Siebert Brandford Shank • $210 million (38%) in retail orders generated for the $550 million Metropolitan Transportation Authority Transportation Revenue Refunding Bonds, Series 2015C, of which $139 million (66%) were generated by Siebert Brandford Shank • $146 million (66%) in retail orders generated for the $220 million New York State Environmental Facilities Corporation Clean Water and Drinking Water Revenue Bonds, Series 2015A of which $102 million (70%) were generated by Siebert Brandford Shank • $31 million (97%) in retail orders generated for the $32 million San Diego Unified School District General Obligation Bonds, Series 2015, of which $29 million (94%) were generated by Siebert Brandford Shank Commitment to the State of Florida. The professionals at Siebert Brandford Shank have extensive experience with Florida issuers and credits and are familiar with the regional dynamics facing these issuers. Since the firm's inception, Siebert Brandford Shank has participated as a managing underwriter in over $41 billion in Florida debt financings, including senior managing $1.4 billion. The firm has senior -managed 11 deals for Broward County ($958 million), 3 deals for Miami -Dade County ($381 million), and is a part of approved underwriting pools for various Florida issuers including the cities of Jacksonville, Orlando and Miami Beach, Broward and Miami -Dade counties, 7 Approved Senior Manager Pool Broward County Miami -Dade County City of Jacksonville Orlando Utilities Commission City of Tallahassee City of Miami Beach State of Florida City of Orlando Approved Co -Manager Pool Miami -Dade County Schools Greater Orlando Aviation Authority Citizens Property Insurance Florida Hurricane Catastrophe Fund Hillsborough County (School Board) Shani,ac City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ# 521381 State of Florida and Orlando Utilities Commission, as shown in the table on the previous page. Below we provide case studies highlighting our ability to place Florida paper as senior manager. Issuer Salient Points CQIJNT"Y $199,810,000 Broward County, Florida Water and Sewer Utility Revenue Refunding Bonds, Series 2015 A&B • The Series 2015 Bonds were issued to currently refund all of the outstanding Series 2005A Bonds andadvance refund a portion of the Series 2009A Bonds (2018 call date) • Siebert Brandford Shank was integrally involved with the financing team In crafting the rating agency strategy, including participating in onsite visits, which led to the County receiving upgrades from Moody's and S&P to Aa1 and AA+, respectively and Fitch confirmed their rating at AA+ • In the weeks leading up to the pricing, the 15-year MMD had increased by as much as 17 bps and heavy municipal supply put pressure on investors capacity — as a result, the County's transaction posted the POS and investor presentation on June 10, 2015 with a par amount of $66 million • Despite the volatility and difficult market conditions for the few weeks preceding the pricing, on Monday (6/15), as a result of the lack of action taken in Greece, our underwriter recognized a window of opportunity where there was a positive tone In the market and we recommended proceeding • On Monday afternoon, the Siebert Brandford Shank salesforce heavily marketed this transaction to investors in seek of lower yields for the County and alternative structures that would benefit the transaction • Prior to pricing, the transaction received an investor inquiry for up to $50 million at a 4% coupon priced significantly better than the market — The alternative coupon structure would enable the maturities in 2031 through 2034, which were previously not strong enough to be Included in the refunding, to meet and/or exceed the County's refunding thresholds • Investors were very attracted to this deal due to both the strong credit qualities of the County and the system and the structure of the transaction — in total the transaction received over $800 million in institutional orders from 32 different investors of which Siebert Brandford Shank placed 99.8% and 24 were not among the credit's top 20 existing holders • Transaction was sold with $96 million of 4% coupons, purchased by two investors, at a +55 bp spread which was nearly 10 bps lower than the break-even yield to the 5% alternative, on a yield -to -maturity basis • The pricing yields were further reduced at the end of the order period to a maximum spread on the 5% coupons of 25 bps which was more aggressive than we have seen AAA water and sewer transactions price over the last few months $205,350,000 Miami -Dade County, Florida Public Facilities Revenue and Refunding Bonds (Jackson Health System), Series 2015A • The Series 2015A financing constituted Siebert Brandford Shank's third appointment as senior manager for the County with transactions totaling $381 million In par amount for the County's Public Facilities, Stormwater and Capital Asset Acquisition Revenue credits • The Series 2015A Bonds were issued to current refund a portion of the County's outstanding Series 2005 Bonds on a tax- exempt basis and to pay the Public Health Trust ("PHT") for costs of additions to PHT's healthcare facilities • Siebert Brandford Shank assisted the County in creating an investor presentation that was posted online concurrently with the release of the POS — The presentation was viewed by 17 different investors, 5 of which ultimately placed orders for the County's Bonds (Nuveen, Genter, Principal Financial, Wellington and PIMCO) • Additionally, Siebert Brandford Shank spoke extensively with its own sales and trading team as well as interested institutional investors regarding the nuances of the County's Public Facilities Revenue credit in order to get the credit approved by as many accounts as possible prior to pricing • In the weeks prior to pricing, the 15-year MMD had increased by as much as 17 bps primarily due to stalled debt talks with Greece and positive economic releases domestically • Leading into pricing, however, the market did a reversal with MMD decreasing across the curve as worries grew about the Greek debt situation and the FOMC announced that it would leave its target rate unchanged • For the retail order period, we released the preliminary pricing wire the following morning with spreads that were 3 to 6 bps tighter than consensus spreads despite the week market tone and heavy expected new issuance supply • Despite unfavorable market conditions, Siebert Brandford Shank was able to generate $32.4 million of retail orders • The next morning, market conditions appeared to be more stable; however, feedback received from Institutional investors indicated that spreads on the County's bonds would have to be widened compared to retail levels In order to attract sufficient investor interest to get the bonds sold • At these higher levels, there was strong oversubscription in years 2018, 2024, 2027 and 2034; however, investors required further concessions In years 2028-2036 that brought spreads to +85, which ended up being only 3 bps wider than the consensus spreads submitted a few days earlier • Additionally, in order to achieve the best pricing levels for the County, Siebert Brandford Shank underwrote $17.485 million of the Series 2015A Bonds at the revised levels • Ultimately, the County received over $372 million of orders from 57 different Investors, 93% of the priority orders were placed by Siebert Brandford Shank • The County's transaction resulted in PV savings of $21.38 million (9.64% of refunded par) and an all -in TIC of 3.89% 8 Brand fiord Shank a co,, J,J.G City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ # 521381 b) For each of calendar years 2012, 2013 and 2014 and in tabular format, set forth the total number of municipal bond transactions the Proposer has served as Senior Manager and the total par amount involved (limit to one page) Siebert Brandford Shank has significant experience serving as a managing underwriter on municipal transactions having managed over $1.1 trillion of municipal bonds in more than 4,900 transactions. This experience has been for a wide range of issuers and encompasses a variety of credit and security features. The firm has ranked in the top 15 nationwide as senior managing underwriter over the last several years: we recently ranked 8th in 2010, 10th in 2011, 12th in 2012, 13th in 2013 and 12th in 2014. In addition, in 2014 we ranked in the top 10 for senior managers nationwide for airports (#2), average deal size (#3), seaports (#5), water and sewer (#9) and transportation (#9), among others. Siebert Brandford Shank also continues to be the number one ranked minority/women owned (M/WBE) public finance firm every year since 1998 and in 2010 we became the first M/WBE to rank among the top 10 senior managing underwriters for municipal transactions. We provide a summary of our senior managed experience for 2012 through 2015 YTD in the table below. 2012-2014 National Negotiated Sr. Manager Rankings Full Credit to Book Runner Par Amount (Full ifJoint) ($MM) Rank Bank of America Merrill Lynch J P Morgan Securities LLC Clti Morgan Stanley RBC Capital Markets Barclays Goldman Sachs & Co Wells Fargo & Co Stifel Nicolaus & Co Inc Raymond James Piperiaffray& Co_ Jefferies LLC Loop Capital Markets Ramirez & Co Inc 130,400.2 116,139.4 112,548.8 81,172.8 69,937.8 67,622.2 66,099.5 56,435.7 39,342.8 1 2 3 4 5 6 7 8 9 31,815.5 10 26,803.5 11 18,753.7 18,411.2 11,781.3 13 14 15 2012 2013 2014 2015 YTD Total Par Amount ($ in mil) 7,184 Total Number of Transactions 38 Source: Securities Data Corporation ("SDC") *Includes both senior and joint -senior managed transactions 6,589 30 9,379 37 8,410 47 General Obligation Experience. As one of the nation's top -ranked underwriters of municipal debt, Siebert Brandford Shank has extensive experience underwriting general obligation bonds nationally. Since 2012, Siebert Brandford Shank has served as a managing underwriter on over 450 general obligation transactions totaling more than $105 billion in par amount, including 56 senior managed transactions totaling over $7.2 billion. Recent senior managed general obligation experience includes transactions for the State of Connecticut, the cities of New York, New Haven, Hartford and Cleveland, the Commonwealth of Massachusetts, and the school districts of Columbus, Ann Arbor, Laredo and Oakland. Most recently, Siebert Brandford Shank served as senior manager on the $100 million San Diego Unified School District's General Obligation issuance that priced on December 2nd. Subject to Appropriation Experience. Since 2012, Siebert Brandford Shank has served as managing underwriter on 40 subject to appropriation transactions with an aggregate par amount of over $6 billion, including serving as senior manager on 11 transactions totaling $2.3 billion in par amount. Our recent experience includes transactions for the. California State Public Works Board, Indiana Finance Authority, Houston Independent School District, St. Louis Municipal Finance Corporation and San Jose Financing Authority. Most recently, the Siebert Brandford Shank served as joint -senior manager on the $548 million California State Public Works Board Lease Revenue Refunding Bonds, Series 2015 F&G transaction that priced on September 29, 2015. Revenue Bond Experience. Siebert Brandford Shank also has significant experience serving as a managing underwriter on revenue bond issuances. Since 2012, our firm has served as a managing underwriter on over 750 revenue bond transactions totaling more than $187 billion in par amount. This experience includes 96 senior managed issuances with a total par in excess of $23.6 billion. Our senior managed experience includes revenue bond transactions for issuers such as Broward County, Los Angeles World Airports, California State Public Works Board, New York State Environmental Facilities Corporation, Dormitory Authority of the State of New York. Most recently, Siebert Branford Shank served as senior manager on the $120 million City of Shreveport, LA Water and Sewer Revenue transaction that priced on December 9th and we are currently serving as senior manager on an approximately $200 million City of Chicago, IL Sales Tax Revenue and Refunding transaction that is expected to price Q1 2016. 9 Bran -.Kw-Shank eco., u.c City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ ff 521381 c) For each of calendar years 2012, 2013 and 2014 and In tabular format, set forth the tot& number of municipal bond transactions the Proposer has served as Co -Manager and the total par amount involved (limit to one page) Siebert Brandford Shank not only services its clients through senior managed transactions but also continuously supports its clients as a co - senior or co -managing underwriter. The firm has served as co- senior/co-manager for a wide range of municipal issuers located throughout the country and ranked 6th nationwide as co -managing underwriter for negotiated transactions in 2014, as show in the table to the right. Siebert Brandford Shank's position as a co -manager on municipal transactions has proven to be beneficial in terms of pricing results while allowing issuers to fulfill their M/WBE goals. In our role as co -senior or co -manager, it is our goal to play an active role in the syndicate as appropriate, working closely with the senior manager and providing financing, structuring and marketing ideas when appropriate. Often we spearhead regional marketing efforts or lead the rating agency/bond investor outreach efforts. In all instances, we approach a co -managed mandate with as much attention and focus as we would a senior -managed appointment and the transaction receives our entire desk's attention on the day of pricing. There have been multiple instances where our performance as a co -manager on a particular issuer's transaction led to our appointment as senior manager on the subsequent offering, including recent transactions for the District of Columbia, Pennsylvania Turnpike Commission and City of New York. The table above our overall co -managed experience in 2012 through 2015 YTD. Siebert Brandford Shank has been an active co -senior and co -manager within the State of Florida. Since inception, the firm has been a co -senior manager for 13 transactions for a total par of $2.49 billion and a co -manager for 204 transactions for a total par amount of $36.1 billion. The following table outlines our negotiated Florida co -senior and co -managed experience since 2012. 2014 National Negotiated Co -Manager Rankings Full Credit to Each Co -Manager (US$ mil) Rank 57,962.2 57,474.3 56,595.9 55,771.5 54,6437 5 Skiiafdfrd.$ahl fro, Loop Capital Markets Morgan Stanley Ramirez & Co Inc Barclays 52,625.3 7 52,372.8 51,388.9 48,828.4 8 9 10 2012 2013 2014 2015 YTD Wells Fargo & Co Citi J P Morgan Securities LLC RBC Capital Markets Bank of America Merrill Lynch Total Par Amount ($ in mil) 74,179 63,617 Total Number of Transactions 271 214 Source: Securities Data Corporation ("SDC") *Includes both competitive and negotiated transactions Par Amount 60,262 258 65,630 342 1 2 3 4 Sale Date Issuer Issue Description Par Amount SBS Role 11/18/2015 9/17/2015 7/24/2015 5/20/2015 5/14/2015 4/24/2015 2/26/2015 12/17/2014 12/4/2014 10/17/2014 5/7/2014 3/13/2014 10/9/2013 9/11/2013 7/19/2013 4/11/2013 3/22/2013 12/3/2012 11/29/2012 11/29/2012 11/16/2012 10/25/2012 10/17/2012 9/20/2012 7/12/2012 5/17/2012 City of Miami Beach City of Tallahassee City of Miami Beach Miami -Dade County Miami -Dade County Miami -Dade County City of Miramar School Board of Miami -Dade County Miami -Dade County City of Orlando Miami -Dade County Miami -Dade County Broward County Airport Miami -Dade County Miami -Dade County Florida Hurricane Catastrophe Fund Miami -Dade Expressway Authority Miami -Dade County City of Jacksonville Miami -Dade Co Edu Fac Auth City of Jacksonville Miami -Dade County City of Tallahassee Broward County Airport System Orlando Utilities Commission Broward County Airport System RESORT TAX REV SER 2015 CONSOLIDATED UTILITY SYSTEMS RFDG REV SER 2015 STORMWTR UTIL REVS SER 2015 WTR & SWR REV RFDG SER 2015 TRANSIT SYSTEM SALES SURTAX REV SER 2015 RFDG GO SER 2013A & 2014A-REMKT CAP IMPROVEMENT RFDG SER 2015 COP SER 2015 A AVIATION REV SER 2014 A&B RFDG CAPITAL IMPRV SPEC REV SER 2014 B-D SEAPORT REV VARIABLE DEMAND RATE SER 2014 A&B ARPT SYS REV RFDG SER 2014 (AMT) ARPT SYS REV SER 2013 A-C SEAPORT REV SER 2013 A-D WTR & SWR REV RFDG SER 2013 A&B FINANCE CORP REV SER 2013A TOLL SYSTEM REV SER 2013A RFDG AVIATION REV RFDG SER 2012 A&B CAPITAL IMPT REV SER 2012 UNIV OF MIAMI SER 2012 A&B SPEC REV RFDG 2012 C-E SUB SPEC OBLIG RFDG SER 2012A A&B CAPITAL RFDG SER 2012 ARPT SYS REV SER 2012Q-2 (AMT) REV RFDG SER 2012A ARPT SYS REV RFDG SER 2012P-1&2 10 194,920,000 44,255,000 99,590,000 481,175,000 197,475,000 243,085,000 79,595,000 306,820,000 761,120,000 85,010,000 201,470,000 328,130,000 431,680,000 382,650,000 492,665,000 2,000,000,000 270,220,000 776,515,000 118,005,000 119,885,000 231,720,000 485,060,000 515,620,000 105,710,000 52,935,000 309,855,000 CM CS CM CM CM CM CM CM CM CM CM CS CM CM CM CM CM CM CM CM CM CM CM CM CM CM w#IPA... Brame ndford Shank a co. fax City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ# 521381 d) Provide information related to your firm's capitalization, as follows: A table that reflects the most recent available data (include date) for your firm's total capital and excess net (uncommitted) capital. Siebert Brandford Shank's capital is available and dedicated to the underwriting of municipal bonds. There are no restrictions on capital or any currently existing prior commitments that would limit our ability to underwrite the City's debt. The firm regularly risks its capital to benefit issuers in the primary market —leveraging our capital effectively to support transactions. In addition to the capital listed to the right, Siebert Brandford Shank has access to a $25 million line of capital from National Financial Services (requires FINRA approval). Based on our capital position, Siebert Brandford Shank is capable of sole -underwriting a bond issue of $616 million under the SEC's net Capital Rule 15c3-1 for "when as and if issued" transactions (excess net capital/7%). Our firm has successfully senior managed large transactions for municipal issuers, demonstrating our ability to handle the liability typically assumed by the senior manager, as evidenced by our position as the #3 ranked senior manager for average deal size in 2014. Siebert Brandford Shank's Capital Position I Ca ital $22,340,789 Tota p Excess Net Capital $18,132,107 2014 Negotiated Average Deal Size Rankings Average Deal Size' 2014 Full -Year Avg. Par Rank ($MM) Goldman Sachs & Co Barclays Morgan Stanley J P Morgan Securities LLC BofA Merrill Lynch Wells Fargo & Co Loop Capital Markets Citi Jefferies LLC 1 4 5 6 7 8 9 10 1Top ten underwriters ranked by average deal size selected from the top 15 underwriters of negotiated bonds in 2014 Source: Securities Data Corporation ("SDC") 151.6 145.7 127.1 121.2 116.0 104.8 99.4 93.2 56.8 We use our capital to support our clients' financings and our size and focus allow us to quickly allocate resources to underwrite bonds. In the table below we provide a selection of recent senior managed transactions, with Florida issuers bolded, in which we utilized our capital to ensure a successful sale at the best possible price for our clients. Issuer �_... ...s..... ..,�. n:.. _�. City of New York GO Jul-15 750.000�� 68.000rftiEttattok Settlement Date Par Amount ($MM) • Taken Into Inventory ($MM) Taken Into Inventory(%) NYS Environmental Facilities Corporation State of Connecticut General Obligation NITAWACN011 May-15 City of Shreveport, LA Water and Sewer Nov 14 City of Houston Combined Utih y System Apr-14 Jun-15 219.800 17.000 17.000 5.600 VIA Metropolitan Transit Authority Nov-13 Virginia Public School Authority Dec-12 District of Columbia IT Sep-11 500,000 75.000 692.600 14.100 39.965 6.900 66.120 7.98 138,470 35.275 9.07 3.40 7.53 2.04 17.27 12.06 25.47 11 Shank c City of Miami, Florida Request for -Qualifications for Municipal Bond Underwriting Services RFQ fl 521381 e) Describe the Proposer's access to sources of current market information to provide bond pricing data before, during and after the sale. Siebert Brandford Shank has full access to all nationally accepted databases for current market information, enabling our firm to provide our issuer clients with the most up-to-date and accurate market data available. Having access to this information on a real-time basis allows our firm to deliver the best pricing results and lowest borrowing cost for our clients. Examples of our sources of market information include the following: • Bloomberg: enables public finance professionals, underwriters and salesmen and traders to monitor and analyze real-time financial market data and place trades on. the electronic trading platform • TM3: provides news, primary market information, MMD propriety yield curves and commentary, access to new issue calendar and deal pricing information • IPREO: platform through which syndicate members send/receive pricing wires before, during and after a bond sale. During the sale, IPREO provides the issuer and syndicate members with access to order and allotment information • EMAXX: provides a list of current holders of an issuer's outstanding bonds — these investors are prime targets during the marketing campaign because they have been attracted to the issuer's bonds in the past and potentially could (or should) own more. • Moody's, Fitch and S&P websites: provide access to recent and historical rating reports for municipal issuers and ratings methodologies for specific credit types • Bond Buyer: source for breaking municipal market news, archives, statistics and upcoming negotiated and competitive calendars Marketing Analytic Toolkit. Siebert Brandford Shank has a well -deserved reputation for pricing deals aggressively as a senior manager and producing orders when we serve as a senior, co -senior or co -manager. An essential part of our approach and what we believe contributes significantly to our success in building market relationships and securing excellent pricing is our Market Analytics Toolkit, which provides our issuers and their investors with the information and tools to make the best possible market. As a senior manager, Siebert Brandford Shank would utilize our Market Analytics to ensure that the City structures its future issuances to achieve the lowest overall cost while minimizing risks and preserving long-term program capacity. • Our "Every .01 Counts" Analysis: summarizes the City's daily MSRB transactions of $1 million or more in the secondary market, compares the yield on those trades to MMD, SIFMA, LIBOR and U.S. Treasury's and enables us to identify potential supply gaps and unmet demand for City paper. The tool is unique in its tracking against all benchmarks and viewed as among the best trade recap products in the industry. Below we provide our Every .01 Counts analysis for all City secondary market trades since 2014. NEW NEW TRADE DATE AMT CUSIP SECURITY DESCRIPTION INSURER CPN MATURITY CALL RATING PRICE YIELD. AAA SPD AAA SPD UST "/o OF UST 10/2/2015 3 000 000 593490K27 MIAMI FLA.SPLOBLIG PORT MIAMI TUNNELPROI UNINSURED 5 3/1/2030 2023 A2NR... 111425 3.25 2 52 73 2.48 77 2 21 146.88% 10/2/2015 3000,000 593490KZ7 MIAMI FLASPL MUG PORT MIAMI TUNNELPROJ UNINSURED 5 3/1/2030 2023 A2NR 111.913 318 252 66 248 70 221 14376% 10/2/2015 3000,000 593490K27 MIAMI FLA SPL OBLIG PORT MIAMI TUNNEL PROD UNINSURED 5 3/1/2030 2023 A2NR 111913 3.18 252 66 248_ 70 221 14376% 9/29/2015 5000000 593490KZ7 MIAMI FLASPL OBLIG PORT MIAMI TUNNELPROJ UNINSURED 5 3/1/2030 2023 A2NR 112849 305 25550 252 53 2.31 132.12% 9/29/2015 5,000000 593490K27 MIAMIFLA SPL OBLIG PORT MIAMI TUNNELPROI UNINSURED 5 3/1/2030 2023 A2NR 113132 301 255 46 252 49 231 13039% 9/28/2015 1,000,000 593490KZ7 MIAMI FLASPLOBLIG PORT MIAMI TUNNELPROJ UNINSURED 5 3/1/2030 2023 A2NR 113.03 3.02 258 44 255 47 2.31 131.08% 9/28/2015 1,000,000 593490KZ7 MIAMI FLASPL OBLIG PORT MIAMITUNNELPROJ UNINSURED 5 3/1/2030 2023 A2NR 113.208 3.00 2,58 42 255 45 2.31 130.00% 8/25/2015 2,000,000 5933884D0 MIAMI FLA HOMELAND DEFENSE/CAP IMPT PJ B NATLRE 5 1/1/2026 2017 A2AA- 104,698 1,43 2 21.(7.8) 2 26 -I83) 2 18 65 49% 8/25/2015 3,740,000 5933884D0 MIAMI FLA HOMELAND DEFENSE/CAP IMPT 828 NATLRE 5 1/1/2026 2017 A2AA 104698 143 .221 (78) 226 (83) 218 6549/„ 1/29/2015 1000000 593461AT3 MIAMI FLAPKG SYS REV REF ASSURED G5125 .10/1/2034 2019 A2NR .113429. 208 234 ,(26), 234 (26) 197 10588%._. 1V29/2015 1000000 593461AT3 MIAMI FLA PKG SYS REV REF ASSURED G 5125 10/1/2034 2019 A2NR 113504 2.07 234 . (27)234 (27) 197 10512%. .. 7/23/2014 3,115,000 593490KN4 MIAMI FLA SPL OBLIG REF SERA .,, -.., AGM 5 2/1/2019 N/C A2AA 115.107 1.52 1.24 28 1.22 30 1 66 91 66% 7/22/2014 2,150000 593490KN4 MIAMI FLA SPL OBLIG REFSER A „ ,AGM 5 2/1/2019 ,N/C A2AA 114947155 125 30 124 31 164 9504/ 7/22/2014 1.000000 593490KN4 MIAMI FLA SPL OBLIG REF SERA, .. _.AGM 5 2/1/2019 - _N/C , A2AA - 114947 .1,55 125 30 124. 31 164 95.04% 3/5/2014 2190,000 593490KM6 MIAMI FLA SPL OBUGREFSER A AGM 5 2/1/2018 N/C „A2AA. 113565 141 069 72, ,066 75 109 13009% 3/3/2014 7030000 593490KM6 MIAMI FIASPL OBLIG REFSER A .,,., AGM .,.-..5 _.. 2/1/2018 N/C A2AA„-,114116 1.28 069 59. 066,. 62 .109 117.75%u,.. 3/3/2014 2050000 593490KM6 MIAMI. FLASPL OBLIG REFSER A AGM 5 2/1/2018 N/C A2AA 114191„1.26 0.69. 57 066 60 109 11600% 3/3/2014 2,05 ,,000. 593490KM6 MIAMI FLA SPL OBLIG REF SERA _ . AGM,., 5 2/1/2018 N/C A2AA 114198 126 069 57 066 60 109 11590%..._ 2/13/2014 1,68-5,00-0 593490103 MIAMI FLA SPL OBLIG REF-SER A AGM 6 2/1/2030 2021 A2AA- 111.778 4.04 3,24 80 3.24 80 3.01 134.06% • Our Coupon Gap Tracker Analysis: identifies the City's existing coupons in the market and allows us to target the gaps as areas of possible interest to traditional and non-traditional investors of City paper. This targeted marketing can help lower the City's interest cost because some investors are willing to pay more for bonds with 12 B$annard Shank a co., L&.c City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ N 521381 a coupon structure that does not currently exist in an issuer's portfolio. Below we provide our Coupon Gap Tracker for the City's outstanding bonds. 90,000,000 80,000,000 70,000,000 60,000,000 50,000,000 40,000,000 30,000,000 20,000,000 10,000,000 0 City of Miami Coupon Gap Tracker 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2034 2035 2037 2039 10 IN ■4 14.125 14.25 14.375 ■4.4 ■4,5 14.6 114.625 14.7 14,75 14.8 14.875 15 15.125 15.2 15.25 15.35 15.375 115.5 15,625 015.75 16 • Our Bond Redemption Analytics: tracks outstanding debt and informs the market as to the eligibility of bonds to be advance refunded as well as the propensity of the issuer to take advantage of refunding opportunities. This tool has significantly increased the relative value awareness of investors and can lead to an assignment of higher value and better pricing in the primary market for new money issues. Our Bond Redemption Analytics for a portions of the City's outstanding debt is provided below. DATED DESCRIPTION CUSIP AMOUNT CPN. MAT. RATING 1st CALL INSURER PURPOSE NOTES 12/13/2012 MIAMI FL SP L OBLG REF, . 593490K53 2150600 3 3/1/2016 A2NR N/C New Can be escrowed 12/13/2012 MIAMIFLSPLOBLG REF 593490KU8 2,300000 4 3/1/2018 A2NR ..- N/C .....-. New$ Can be escrowed 12/13/2012 MIAMI FL SPL OBLG REF 593490KT1 2,210,000 4 3/1/2017 A2NR N/C New $ Can be escrowed 12/13/2012 MIAMI FL SPL OBLG REF 593490KV6 2390000 53/1/2019 A2NR N/C New$ Can be escrowed 12/13/2012 MIAMI FL SPLOBLG REF 593490KW4 2,510000 5 3/1/2020 A2NR N/C New$ Can be escrowed .............. 12/13/2012 MIAMI FLSPL OBLG REF..,593490KX2 2,635,000 5 3/1f2021 A2NR N/C New$ Can be escrowed 12k13/2012 MIAMI FL SPLOBLG REF .593490KY0 ..,2770000 5 3/1/2022 A2NR N/C .,, .._ New $. - Can be escrowed 12/13/2012 MIAMI FL SPLOBLG REF 593490KZ7 27760,000 5 3/1/2030 .A2NR 3/1/2023 @ 100. New$ Tote I ly refunda ble 7/21/2011 MIAMI FL SPLOBLG REF SER A 5934901V8 365,000 4 2/1/2017 A2AA N/C AGM Advance refunding , , Cannot be advance refunded 7/21/2011 MIAMI FL SPL OBLG REFSER A;593490JW6 200000 4 2/1/2018 A2AA N/C AGM Advance refundingCa nnot be advance refunded 7/21/2011 MIAMI. FL SPL OBLG REFSER A .5934901X4 125,000 425 2/1/2019 A2AA, -N/C AGM Advance refunding Cannot be advance refunded 7/21/2011 MIAMI FL SPLOBLG REFSER A 5934901Y2,._._.250000 45 2/1/2020 A2AA N/C AGM Advance refunding- ,.... Cannot be advance refunded 7/21/2011 MIAMI. FL SPL OBLG REF SER A 593490129 2135,000 4 625 2/1/2021 ,.-- A2AA N/C .., AGM Ca 7/21/2011 MIAMI FL SPL OBLG REFSER A 593490KA2.--. 1870000 ,4875 .2/112022 A2AA ,2/1/2021@100 - AGM Advance refunding , Ca n only be refunded 90 days prior to call 7/21/2011 MIAMI FLSPLOBLGREFSERA 593490KB0 4,290000., 5, 2/1/2023 A2AA 2/1/2021@,100 AGM Adva nce refunding Can only be refunded 90days,prlortocaII 7/21/2011 MIAMI FLSPLOBLGREFSER A 593490KC8 4515,000 52 2/1/2024 A2AA 2/1/2021 @ 100 AGM,- ,Advance refunding Can only be refunded 90 days pri or to call 7/21/2011 MIAMI FL SPL OBLG REFSER A 593490KD6 4770000 575 2/1/2025 A2AA 2/1/2021 @100 AGM Advance refunding Can only be. refunded 90 days prior to call 7/21/2011 MIAMI FLSPLOBLG REF SER A 593490KE4 5,055,000 5.75 2/1/2026 A2AA 2/1/2021 @ 100 AGM Advance refunding Can only be refunded 90. days prior to call 7/21/2011 MIAMI FL SPLOBLGREFSER A.. 593490KF1 5355000 „575 2/1/2027, A2AA 2/1/2021@100 AGM Advance refunding Ca n only be refunded 90 days prior to ca II 721/2011 MIAMI FLSPLOBLG REFSER A 593499KG9 5680000 6 2/1/2028 A2AA 2/1/2021 @100 AGM Adva nce refunding Ca n only be refunded 90 da ys prior to call 7/21/2011 MIAMI FL SPL OBLG REFSER A,., 593490KH7 6,030000 6 2/1/2029 A2AA 2/1/2021@100 AGM Adva nce refunding . Can only be refunded 90 days prior to.call 7/21/2011 MIAMI FL SPL OBLGREF,SER A 593490K13 6,400000 6 2/1/2030 ,.A2AA 2/1/2021@100 AGM Adva nce refunding Can only be refunded 90 days prior to call__ 7/21/2011 MIAMI ,FLSPL OBLG REFSER A 593490KK0 „6,795,000 6 2/1/2031 A2AA 2/1/2021@100 AGMAdva nce refunding,. Canonlybe refunded 90 dayspA or to call 7/21/2011 MIAMI FL 4PLOBLG REFSER A 593490KL8 2,830,000 Ca refunded 7/21/2011, MIAMI FLSPLOBLG REF SER A 59349oKM6 3 155,000 „ 5 ,2/1/2018 A2AA ... N/C AGM Advance refunding Cannot be advance refunded 7/21/2011 MIAMI FLSPL OBLG REF -SERA 593490KN4 3,400,000 5 2/1/2019 A2AA N/C AGM Advance refunding Ca nnot be advance refunded 7/2,/2011 MIAMI FL SPL OBLGAEFSER A .59349PKP9 3455000 5 2/1/2020 A2AAN/C AGM Advance refunding .. ,. Ca nnot be advance refunded„ 7/21/2011 MIAMI FL SPL OBLG REFSERA 593490KQ7 1755000 5 2/1%2021 A2AA N/C AGM,., Advance refunding ,. Cannot be adva nce refunded 7/21/2011 MIAMI FLSPLOBLG REF-SER A 593490KR5 2,215,000 5 2/1/2022 A2AA 2/1/2021 @ 100 AGM Advance refunding Can only be refunded 90 days prior to call • Our Market Cash Analysis: identifies the relative value of the City's bonds based on projected market supply or demand dynamics, including a state -specific summary of bonds maturing and being redeemed each month. This enables investors to help buy ahead of demand and issuers to discern proper deal timing/structure Our thorough ongoing market monitoring allows Siebert Brandford Shank to develop a strong understanding of how each issuer's bonds would price relative to MMD and versus other similar credits. Ahead of any senior managed financing, we use our market tracking data, particularly our "Every .01 Counts" tool, to provide comparable pricing levels to determine how we anticipate an issuer's bonds to price based on current and historical market environments — this is a critical component given the volatility that exists in today's credit focused market. These comparables, as well as the other information gathered above including how the bonds trade in the secondary market after pricing, allow us to evaluate the success of each financing we senior manage as we aim to achieve equal or better levels than recent pricing trends in the market. 13 Shan C City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ # 521381 6. Qualification and Experience of Personnel a) Resumes of each public finance professional that will be assigned to the Engagement. Describe the role of each in, and level of commitment to, the Engagement as well as their experience with municipal clients (limit to one page per professional). Personnel. Siebert Brandford Shank offers the City an experienced group of banking, underwriting, and sales professionals. Our team is anchored by co -lead bankers Sean Werdlow, Senior Managing Director, and Jonathan Kirn, Managing Director. Mr, Kirn will serve as primary contact for the City. Mr. Werdlow and Mr. Kirn will be actively involved in all aspects of the engagement and will coordinate the firm's structuring, marketing and pricing efforts. Sarah Snyder, Senior Vice President, will serve as day-to-day banker and will oversee all of the firm's quantitative analysis for the City. The lead banking team assigned to the City has extensive experience within the State of Florida and with similar transactions of that being contemplated by the City. In 2015, the lead banking team senior managed transactions for Miami -Dade County and Broward County. Additionally, Greg Tijerina, Senior Vice President, will provide quantitative banking and support and Annie Fazio, Analyst, will provide banking, credit and quantitative support, as needed, as will also assist in coordinating marketing efforts and facilitating communication with other syndicate members. Offering timely market information and advice on the cost-effectiveness of various structures through pricing will be the responsibility of the firm's underwriters, Sherman Swanson, Managing Director, and Andrew Gurley, Managing Director. Providing secondary market support for the City's bonds will be Sean Duffy, Managing Director, and Richard Stack, Managing Director, who manage the firm's Sales and Trading Department and supervise all of Siebert Brandford Shank's secondary market trading activities. All of the members of our finance team will be readily available to work with the City and its financing team. Core Investment Banking Team Sean Werdlow Senior Managing Director & COO Co -Lead Banker Detroit, MI Jonathan Kirn Managing Director Co -Lead Banker/Primary Contact Washington, DC Sarah Snyder Senior Vice President Day -to -Day Banker New York, NY Greg Tijerina Senior Vice President Quantitative Specialist New York, NY Annie Fazio Analyst Quantitative & Banking Support Boston, MA Underwriting, Sales and Trading Team Sherman Swanson Managing Director Underwriter Oakland, CA Andrew Gurley Managing Director Underwriter New York, NY Sean Duffy Managing Director Head of Sales New York, NY Richard. Stack Managing Director Head of Trading New York, NY Sean Werdlow, Senior Managing Director & COO 535 Griswold Street, Suite 2250 Detroit, M.I. 48226 Co -Lead Banker Phone: (313) 496-4500 I swerdlow@sbsco.com Mr. Werdlow joined Siebert Brandford Shank in 2005 following 4 years of senior financial management experience as the City of Detroit CFO where he was responsible for identifying and implementing numerous initiatives that resulted in $200 million of expenditure reductions and $300 million of revenue generation. During his time with the City, Mr. Werdlow was the chief architect behind Detroit's rating agency strategy which led to seven consecutive upgrades from the three agencies taking Detroit's general obligation credit ratings into the "A" category by S&P and Fitch and from below investment grade to Baa from Moody's. Mr. Werdlow has extensive experience in debt issuance, having directly managed over $9 billion of taxable and tax exempt debt over his 15 years of experience in both the private and public sectors. This experience includes structuring and managing transactions in the areas of water and wastewater, airport, pension, hospital finance, education, tax increment finance, economic development and general obligations. Mr. Werdlow is the head of the firm's banking efforts within the Southeast including the State of Florida. Mr. Werdlow holds a B.S. in Corporate Finance from Wayne State University and Series 7, 53, 63 and 79 FINRA licenses. Jonathan Kirn, Managing Director 1025 Connecticut Ave., Suite 1202 Washington, D.C. 20036 Co -Lead Banker & Primary Contact Phone: (202) 872-8052 I jkirn@sbsco.com Mr. Kirn, in Siebert Brandford Shank's Washington D.C. office, has over 25 years of municipal finance and financial analysis experience. Mr. Kirn is responsible for assisting clients in customizing bond structures, negotiating bond sales and assuring proper execution of each transaction. His municipal finance and financial analysis experience have provided him 14 Bran ford VOrShank s Ca, t.t.c City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ # 521381 with an expertise in effectively addressing tax, legal, credit and structural concerns for a myriad of bond types and structures. Mr. Kirn has been actively involved in the South Florida municipal market since 1993 and has served as the primary contact on over $35 billion in financings serving in the capacity of senior, co -senior and co -managing underwriter. Senior managed Florida clients include the counties of Miami -Dade, Broward, Palm Beach and Orange and the City of Orlando. Most recently, Mr. Kirn was the co -lead banker on the firm's senior managed $205 million Miami -Dade County, FL Public Facilities Revenue and Refunding Bonds, Series 2015A that priced on June 24, 2015 and $200 million Broward County, FL Water and Sewer Facilities Revenue Refunding Bonds, Series 2015 A&B that priced on June 16, 2015. In addition to Mr. Kirn's work in the State of Florida, he also has extensive national experience with both general obligation and revenue -backed transactions. In 2015 alone, Mr. Kirn has served as lead banker on senior managed GO transactions for the State of Connecticut, the cities of Hartford, New Haven and Cleveland and the school districts of Columbus and Ann Arbor. Mr. Kirn has also served as lead banker for a wide -variety of revenue -backed transactions for projects including water and sewer, parking, airports, hospitals, housing, higher education, toll roads and seaports, among others. Mr. Kirn's most recent senior managed experience for revenue bond issuers includes the City of Shreveport (LA), State of Connecticut, District of Columbia, Port of San Francisco, Virginia Resources Authority, Metropolitan Washington Airports Authority and Northeast Ohio Regional Sewer District. Mr. Kirn graduated "Highest Honors" from Bentley College in Waltham, Massachusetts with a Bachelor of Science degree in Management and a concentration in Computer Science/Systems Analysis. FINRA security licenses held are Series 7, 53, 79 and 63. Sarah Snyder, Senior Vice President 100 Wall Street, 18th Floor, New York, NY 10005 Day -to -Day Banker Phone: (646) 775-4855 ( ssnyder@sbsco.com Ms. Snyder has 10 years of public finance experience, with 7 years at Siebert Brandford Shank. Ms. Snyder serves as day- to-day banker for clients in the Southeast, specifically within Florida. Ms Snyder's responsibilities include structuring bond transactions, performing quantitative analyses on proposed financings, and preparing rating agency and investor presentations and other materials for municipal clients. Ms. Snyder's senior managed financing experience includes approximately $8 billion in new issue volume across various credits including serving as day-to-day banker on the firm's senior managed $205 million Miami -Dade County, FL Public Facilities Revenue and Refunding Bonds, Series 2015A that priced on June 24, 2015 and $200 million Broward County, FL Water and Sewer Facilities Revenue Refunding Bonds, Series 2015 A&B that priced on June 16, 2015. In addition to her Florida experience, Ms. Snyder has also served as day-to-day banker on recent senior managed transactions for the Harris County Toll Road, cities of Los Angeles, Atlanta and Houston, East Bay Municipal Utility District, Pennsylvania Turnpike Commission and Metropolitan Washington Airports Authority. Ms. Snyder graduated from Washington University in St. Louis in 2005 with a BA in Finance, Accounting and International Business and is a register representative with FINRA Series 7, 63 and 79 licenses. Greg Tijerina, Senior Vice President 100 Wall Street, 18th Floor New York, NY 10005 Quantitative Specialist Phone: (646) 775-4844 I gtijerina@sbsco.com Greg Tijerina is a Senior Vice President and a part of Siebert Branford Shank's advanced quantitative group. He is responsible for the modeling and structuring of complex transactions and refunding models. He is fluent in the application of Visual Basic, OLE and the What's Best iterative engine to build comprehensive bond models in MS Excel that can analyze a spectrum of opportunities to realize the greatest value for issuers. Mr. Tijerina holds a BBA in Finance from the University of St. Thomas in Houston and a Masters in Finance from Universidad Torcuato Di Tella in Buenos Aires, Argentina. Mr. Tijerina is a Level III CFA candidate. FINRA security licenses held are Series 7, 53, 79 and 63. Annie Fazio, Analyst 225 Franklin Street, 26th Floor Boston, MA 02110 Quantitative & Banking Support Phone: (617) 337-4022 I afazio@sbsco.com Ms. Fazio joined Siebert Brandford Shank in 2009. Her responsibilities include quantitative analysis and preparing presentations and other materials for the firm's East Coast clients. Additionally, Mr. Fazio coordinates marketing and investor outreach advertising campaigns for senior and joint -senior managed engagements. Since joining the firm, Ms. gg Shan'c acoVLC 15 City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ# 521381 Fazio has provided support to municipal clients including senior managed transactions for the states of Connecticut and Maryland, the cities of Hartford, Cleveland, Richmond and Tallahassee, Columbus City School District, Commonwealth of Virginia, Metropolitan Washington Airports Authority, DC Water, the District of Columbia and Broward and Miami -Dade counties. Ms. Fazio served as support banker in the firm's recent senior managed $205 million Miami -Dade County, FL Public Facilities Revenue and Refunding Bonds, Series 2015A that priced on June 24, 2015 and $200 million Broward County, FL Water and Sewer Facilities Revenue Refunding Bonds, Series 2015 A&B that priced on June 16, 2015. Ms. Fazio graduated from Trinity College in Hartford, Connecticut in 2009 with a BA in Economics and holds a Series 52 FINRA securities license. Sherman Swanson, Managing Director 1999 Harrison Street, Suite 2720 Oakland, CA 94612 Underwriter Phone: (510) 645-2277 I sswanson@sbscoc.com A 30-year veteran, Mr. Swanson has a wide range of experience serving as senior managing underwriter of municipal securities. Mr. Swanson has coordinated marketing efforts and pricing strategies as book -running senior manager for over $50 billion of long-term municipal securities since 1996. His experience includes senior managed transactions ranging in size from $3 million to $1.75 billion in par amount. He has participated in all of the firm's transactions for Florida -based issuers since inception, including recent senior managed transactions for Miami -Dade County and Broward County. He has "run the books" for transactions of major municipalities such as the cities of Chicago, New York, Los Angeles, Houston, Detroit, St. Louis, Philadelphia, and Dallas and the states of Ohio, Texas, California, Maryland, and Connecticut, among many others. Mr. Swanson is a graduate of Brown University with a BA in Economics and holds FINRA registrations Series 7, 52, 53, and 63. Andrew Gurley, Managing Director 100 Wall Street, 18th Floor New York, NY 10005 Underwriter Phone: (646) 775-4872 I agurley@sbsco.com A 27-year veteran of public finance, Mr. Gurley has had extensive experience serving as underwriter on municipal securities for a wide variety of clients. Mr. Gurley began his career at Matthews & Wright in 1985 and worked at UBS for 20 years. Prior to joining Siebert Brandford Shank in October 2010, Mr. Gurley served as Senior Vice President in municipal underwriting for First Southwest Co. Mr. Gurley's focus is on serving the firm's East Coast issuer client base and he will be a valuable addition to our team in serving the City. Recently, Mr. Gurley priced the firm's senior managed $205 million Miami -Dade County, FL Public Facilities Revenue and Refunding Bonds, Series 2015A that priced on June 24, 2015 and $200 million Broward County, FL Water and Sewer Facilities Revenue Refunding Bonds, Series 2015 A&B that priced on June 16, 2015. Mr. Gurley is a graduate of the University of Vermont with a BS in Finance. Sean Duffy, Managing Director 100 Wall Street, 18th Floor New York, NY 10005 Head of Sales Phone: (646) 775-4863 I sduffy@sbsco.com Mr. Duffy manages Siebert Brandford Shank's sales force. Mr. Duffy is a 25-year municipal veteran who was a top -tier producer at Printon Kane, William E. Simon & Sons, and, prior to joining Siebert Brandford Shank, most recently worked at Loop Capital Markets. Mr. Duffy has extremely strong customer relationships and has specialized knowledge in cash and derivatives. Additionally, Mr. Duffy was an institutional and retail trader at PaineWebber for the first six years of his career. Mr. Duffy holds FINRA Series 7, 53 and 63 licenses. Richard Stack, Managing Director 100 Wall Street, 18th Floor New York, NY 10005 Head of Trading Phone: (646) 775-4862 I rstack@sbsco.com Mr. Stack joined Siebert Brandford Shank in 2013 and manages the firm's trading and risk. Mr. Stack has nearly 30 years of municipal securities trading and risk management experience. Mr. Stack also has experience trading various sectors of the municipal market, including the high -yield sector and serial range and the dollar -bond market. At Lehman Brothers, he also traded a proprietary portfolio composed of various types of municipal securities which was in excess of $2.5 billion bonds. His extensive experience in fixed income and trading cross the entire municipal curve will be a valuable addition to our team in serving the City. Mr. Stack received his BS from the University of Notre Dame and his MBA in Finance from the State University of New York. He holds FINRA Series 7, 63 and 3 licenses. 16 Siebert Brandford Shank sco.,t c City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ # 521381 (i) b) For the Proposer and for each employee of the Proposer listed above (i.e. primary account executive and public finance professionals assigned to the Engagement), a brief explanation of (1) litigation pending or past judgments enter against the individual or his or her Proposer, because of an act or omission of such individual in a professional liability action, if any; and (ii) regulatory or criminal actions, proceedings or Investigations to which the individual or the Proposer has been subject over the last three years, whether or not the same has resulted in charges, convictions, suspensions or debarments (no page limit). There is no litigation pending or past judgments entered against the individual or the Proposer, because of an act or omission of such individual in a professional liability action. (ii) There are no regulatory or criminal actions, proceedings or investigations to which the individual or the Proposer have been subject to over the last three years. c) Documentation of the Proposer's participation in the City's recent negotiated sale or negotiated sales of other municipalities in the State of Florida. Siebert Brandford Shank did not serve as a member of the underwriting syndicate for the City's recent negotiated sale; however, as mentioned throughout this proposal, our firm has significant understanding of and experience with negotiated sales for other municipalities within the State of Florida. Whether it is as a senior manager or as a co -manager, Siebert Brandford Shank consistently strives to make our Florida clients a priority, which is demonstrated by our ability to place orders in excess of our liability. Most recently, as co -manager on the City of Miami Beach's $99.59 million Stormwater Revenue financing, Siebert Brandford Shank supported the transaction by placing $9.9 million of retail and $22.49 of priority orders for the City's bonds, which was well in excess of our 15% liability. Due to the firm's strong performance on this deal, the City reappointed Siebert Brandford Shank as co -manager on its subsequent Resort Tax transaction. The table below highlights select recent Florida transactions in which we placed a significant amount of orders on behalf of Florida issuers. Further information on these transactions can be provided upon request. SBS Liability Liability Total Orders Trade Date Deal Name Par Amount Role (%) ($) Placed by SBS 99,590,000 CM 15.0% 14,938 32,390 205,350,000 SR 32.0% 65,712 250,680 199,810,000 SR 70.0% 139,867 881,710 481,175,000 CM 4.0% 19,247 19,500 197,475,000 CM 4.0% 7,899 19,000 243,085,000 CM 4.0% 9,723 15,000 306,820,000 CM 10.0% 30,682 30,000 85,010,000 CM 10.0% 8,501 9,000 328,130,000 CS 8.0% 26,250 26,000 431,680,000 CM 10.0% 43,168 41,000 382,650,000 CM 5.0% 19,133 20,000 270,220,000 CM 7.0% 18,915 26,500 776,515,000 CM 4.0% 31,061 44,500 118,005,000 CM 7.0% 8,260 10,000 621,330,000 CM 6.0% 37,280 48,200 167,260,000 SR 52.5% 87,812 233,175 108,370,000 CM 4.0% 4,335 19,785 100,845,000 SR 39.0% 39,330 111,425 503,020,000 CM 4.0% 20,121 33,425 675,920,000 CM 2.0% 13,518 20,000 404,600,000 CM 5.0% 20,230 20,450 594,330,000 CS 8.0% 47,546 48,060 239,755,000 CM 5.0% 11,988 17,500 600,000,000 CM 4.0% 24,000 49,895 24-Jul-15 CITY OF MIAMI BEACH STORMWTR UTIL REVS SER 2015 24-Jun-15 MIAMI-DADE COUNTY PUB FAC REV SER 2015A 16-Jun-15 BROWARD COUNTY WTR & SWR UTIL REV RFDG SER 2015 A&B 20-May-15 MIAMI-DADE COUNTY WTR & SWR REV RFDG SER 2015 14-May-15 MIAMI-DADE CO TRANSIT SYS SALES SURTAX REV SER 2015 24-Apr-15 MIAMI-DADE COUNTY GO SER 2013A & 2014A-REMKT 17-Dec-14 SCH BRD OF MIAMI-DADE COUNTY COP SER 2015 A 17-Oct-14 ORLANDO CAPITAL IMPRV SPEC REV SER 2014 B-D 13-Mar-14 MIAMI-DADE COUNTY AVIATION REV RFDG SER 2014 (AMT) 09-Oct-13 BROWARD COUNTY ARPT SYS REV SER 2013 A-C 11-Sep-13 MIAMI-DADE COUNTY SEAPORT REV SER 2013A 22-Mar-13 MIAMI DADE EXPY AUTHORITY TOLL SYS REV SER 2013A RFDG 03-Dec-12 MIAMI-DADE COUNTY AVIATION REV RFDG SER 2012 A-B 29-Nov-12 JACKSONVILLE CAPITAL IMPT REV SER 2012 20-Sep-12 BROWARD COUNTY ARPT SYS REV SER 2012 Q-1&2 10-Nov-11 BROWARD PORT FAC REV SER 2011 A-C 28-Sep-11 GREATER ORLANDO AVIATION AUTH SER 2011 C&D 11-Aug-10 MIAMI-DADE COUNTY CAP ASSET ACQ SPEC OBLIG SER 2010 A-C 22-Jul-10 MIAMI-DADE COUNTY AVIATION REV SER 2010B 14-May-10 FLORIDA HURRICANE CATA FUND FIN CORP REV SER 2010A 26-Feb-10 FLORIDA STATE BD OF ED LOTTERY REV SER 2010 A-C 24-Feb-10 MIAMI-DADE COUNTY WTR & SWR REV RFDG SER 2010 11-Feb-10 MIAMI-DADE COUNTY AVIATION REV SER 2010 14-Jan-10 MIAMI-DADE COUNTY AVIATION REV SER 2010A-1 17 sliihSie ma Shank &Co� C City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ# 521381 d) Provide no less than a list of three (3) references within the past five (5) years for whom similar services were performed. Include the term of the contract, the compensation structures and include the address, phone number(s) and contact persons within the organization. Siebert Brandford Shank believes that the best measure of our firm's achievement is the satisfaction of our clients. We encourage the City to contact the national and Florida clients listed below who can attest to the firm's ability to serve as senior managing underwriter. Please note that compensation structure for each transaction mentioned below was based upon negotiation determined at the time of pricing. Miami -Dade County, FL Frank Hinton Director of Bond. Administration 111 NW 1" Street, Suite 2550 Miami, FL 33128 (305) 375-5147 fphl@miamidade.gov Member of the County's Underwriting Pool Senior Manager: Public Facilities Revenue and Refunding Bonds, Series 2015A Broward County, FL Bob Miracle CFO and Director 115 South Andrews Avenue, Room 513 Fort Lauderdale, FL 33301 (954) 357-7130 bmiracle@broward.org Member of the County's Underwriting Pool Senior Manager: Water and Sewer Utility Revenue Refunding Bonds, Series 2015 A&B State of Connecticut Columbus City School District Sarah Sanders Assistant Treasurer of Debt Management 55 Elm Street Hartford, CT 06106 (860) 702-3288 serah.sanders@ct.gov Member of State's Underwriting Pool Senior Manager: General Obligation Bonds, 2015 Series B 18 Stanley Bahorek CFO/Treasurer 270 East State Street Columbus, OH 43215 (614) 365-6405 sbahorek@columbus.k12.oh.us Member of District's Underwriting Pool Senior Manager: School Facilities Construction and Improvement Refunding Bonds, Series 2015B AM Shan City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ# 521381 7. Understanding of the City: a) Describe the Proposers understanding of the City's financial situation, including ideas on how the City should approach its current financing Issues, such as bond structures, credit rating strategies and investor marketing strategies (limit two pages). The discussion provided below takes into account our understanding that the City of Miami primarily issues two types of bonds: general obligation and non -ad valorem tax bonds. As we understand that the City typically issues these credits generally with 20- to 30-year fixed rate debt, we believe the following tools should be evaluated when seeking to finance portions of the upcoming capital improvement plan. Structuring & Timing Considerations ,g4rn n�zstrsz v�y W Marketing Strategies Investor Outreach: Strong investor outreach as the City continues rebound from the effects of the recession — Investor Presentations — in -person and online — One-on-one Investor conference calls — Enhancements to the webslte 0 Coupon Structure Alternatives. In the current market, 5% has been the coupon choice of most institutional and professional retail investors. However, using a lower coupon structure including 4.00% and 4.25% coupons has the potential to attract a more diverse buyer base since these coupons are not as common but are desired by certain investors. Particularly for any future refunding transactions, the City may wish to seek couponing alternatives that are below 5% to enhance the savings on the overall transaction. Siebert Brandford Shank successfully utilized a 4% coupon structure on its 2015 refunding transaction for Broward County's water and sewer system. Prior to pricing, the transaction received an investor inquiry for up to $50 million at the lower 4% coupon priced significantly better than the market. As a basis of comparison, for the 2031 maturity, the 4% coupon had a stated yield of 30 bps higher than the 5% coupon, however, on a yield -to -maturity basis was 6 bps tighter than the 5% coupon. On this transaction, Travelers and State Farm purchased approximately $91 million of 4% coupons which structure enabled the maturities in 2031 through 2034 to meet and/or exceed the County's refunding thresholds. Siebert Brandford Shank, if selected as senior manager, would seek to inquire from investors about a similar structure. Strong Marketing Plan. A strong marketing effort will ensure broad distribution and increased investor participation with the ultimate goal of securing the lowest cost of capital for the City. Given our deep understanding of the Florida and national marketplace, we believe that the optimal marketing plan will seek to capitalize not only on the improving financials of the credit but also on the scarcity value of the City's credits. Based upon our experience structuring and marketing both tax-exempt and taxable financings nationally, our marketing plan would be broadly structured to: • Identify key investor participants and "anchor investor" targets as well as secondary and tertiary investor targets • Continue to educate and enhance the institutional investment community's understanding of the City's credit • Achieve strong pricing and participation Identify Institutional Investor Targets — Siebert Brandford Shank would undertake a detailed investor targeting exercise to identify the most likely investor targets for this credit. Our targeting efforts would include the following steps: A. Target Current Holders of the City's Bonds: Current large holders of City of Miami bonds represent the initial anchor buyers. These accounts have demonstrated interest in owning Miami bonds, probably have a deep understanding of the credit, and can likely be counted on to solidify support for future transactions, thereby creating pricing leverage with other investors. B. Target Other Holders of "A" Rated Bonds in Florida: Siebert Brandford Shank would identify credit comparable "peer groups", which would include investors that participated in transactions that were similarly rated to the City's credit, as well as investors who purchased bonds from other issuers within the State of Florida. Given the current disclosure issues and market environment, it is especially important for the City to maintain transparency and provide timely disclosure, keeping all channels of communication with investors open. In fact, a trend of increased investor independent research is apparent in the market as investors are relying less on the rating agencies Ash BraSiebert dford _ Shank a Ca, t.L.0 City of Miami Bonds Top Holders Top Buyers of Miami -Dade Co. Public Facilities Rev, Ser 2015A 19 Goldman Sachs Asset Mgmt Oppenheimer Funds Franklin Templeton USAA Asset Mgmt Thornburg Nuveen Asset Mgmt Boston Mgmt & Research Wells Capital Mgmt Nationwide Insurance Invesco Wellington Mgmt Sanford Bernstein Chubb JP Morgan Asset Mgmt Principal Financial Napier Park Global Cap GE Asset Mgmt PIMCO Victory Asset Mgmt Thrivent Financial City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ # 521381 and more on their own research. Because the City has not accessed the municipal market since 2012, it is especially important to try to reach a wide investor base to inform and affirm the City's credit. The City should consider pursuing a comprehensive investor outreach program including an online investor presentation. Siebert Brandford Shank has worked closely with a variety of issuers, including Broward County and major cities, including Philadelphia, Los Angeles, Houston and Chicago, to create presentations in conjunction with bond sales that provide investors with an expansive overview of the credit's past and projected financial and operational performance, various economic factors affecting credit decisions, as well as a snapshot of the credit's proposed financing, when applicable. The marketing efforts for each of these transactions resulted in numerous new buyers for these clients. Market Timing. By targeting months where institutional investors are likely to see an inflow of cash from redemptions, bonds maturing, or coupon payments, the City may be able to attract more investor demand as these accounts will be looking to reinvest cash. As shown to the right, the months of July and October are expected to experience a high amount of redemptions in Florida, indicating a strong influx of available funds for reinvestment. We note that, historically, these have been the largest months in terms of Florida cash flows as well. Credit Rating Strategy. In the wake of the recent recession and the slower than anticipated economic recovery, several of the rating agencies have revised their methodology, which has impacted local government credits. As such, the emphasis for many local government issuers is to maintain their existing ratings and to be proactive in having an ongoing dialogue with the rating agencies to address any perceived credit concerns and prevent the potential for surprises from either side. We applaud the City for the significant strides they have made over the last several years to strengthen both the financial metrics and perception of the City. As highlighted by Moody's in May 2015, "replenished reserve levels attained through disciplined management and an economic recovery continue to bolster Miami's financial position" which led to their upgrade from A2 to Al. Further, utilizing their analyst adjusted numbers to compare the City's financials to other similarly sized cities across the country may prove to be beneficial in creating long-term strategies. Below we highlight key analyst adjusted financial metrics from Moody's Financial Ratio Analysis for the City compared to other cities rated higher and with less than $1 million in population. 3,500000 2st1:00 2,00U 000 1,500000 1,000000 500,030 0 ■2016not' Calls • 2016 Florida Redemptions • 2016 Florida Coupon Payments General Entity Information Current Senior Most Rating* Debt Statistics & Ratios Direct Net Debt Outstanding ($MM) Direct Net Debt as % of Full Value Debt Service as % of Operating Exp. Demographic Statistics Population 2010 Census MFI as % of U.S. (2010 Census) County Unemployment Rate (%) Financial Statistics & Ratios Total General Fund Revenues ($MM) Available GF Fund Balance as % of Rev Available General Fund Balance ($MM) Statistics and Ratios Operating Revenues / Operating Exp Net Pension Obligation ($MM)* Tax Base Statistics and Ratios Total Full Value ($MM) Full Value Per Capita ($) *Including Current Portion Kansas San Miami, Jacksonville, Atlanta, Baltimore, City, Francisco, San Jose, Austin, Boston, Seattle, Denver, FL FL GA MD MO CA CA TX MA WA CO Aa2 Aa2 Aa2 Aa2 Aa1 Aa1 Aaa Aaa Aaa Aaa 2,060 499 1,339 1,723 2,704 1,171 1,259 1,333 898 2,395 2.5 0.9 3.7 6 1.6 1.1 1.4 1.3 0.7 3 10.8 9.3 6.4 23.3 8.3 12.3 12.6 5.4 7.1 9.7 822 420 621 460 805 946 790 618 609 600 94.1 88.2 75.3 88.7 136.2 139.3 101.6 93 139.7 90.8 6.1 8.6 N/A 7.5 5,7 6.8 5.1 7 5.2 N/A 948 538 1,648 505 3,970 818 871 2,780 1,181 1,144 4.3 24.3 17.8 7.4 18.3 34.7 21 28.2 18.4 26.1 41 131 293 37 728 284 183 784 217 298 96% 94% 96% 96% 110% 106% 95% 99% 113% 110% N/A N/A N/A 49,183 N/A 3,239 64,750 N/A 1,398 N/A 83,838 58,742 35,905 28,594 172,489 111,683 88,549 101,331 128,206 79,581 103,255 131,167 57,716 60,983 203,124 111,572 100,852 161,052 200,165 120,091 Marketing GO Bonds in the Current Market. The current market for general obligation bonds has been under a microscope as a result of both heightened market volatility due to global economic uncertainty and increased investor research over concerns with pension, OPEB and debt loads at the local and state level. Buyers are currently more in tune, Oraebert ndfoord Shank a coy c 20 City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ# 521381 focusing on GO credit issues and pension discussions in addition to doing their own rating analysis and credit research. With Moody's highlighting the following statement in their May 2015 report, investors may require additional attention and we find that it is important for the City to tell its own story. "Moody's Adjusted Net Pension Liability as of fiscal 2014 was an elevated $1.7 billion, or 2.6 times operating revenues. Pension obligations, debt service and retiree health care costs accounted for a very high 27% of 2014 operating revenues, a level that will be difficult to sustain in the long term." As such, we have found that having individual conversations with targeted investors will be a key component in the upcoming marketing campaign. b) Describe the Proposer's understanding of the City's local political, economic, legal and other issues that may affect the proposed financing (limit to two pages). Siebert Brandford Shank's team and salesforce has a comprehensive understanding of both the strides the City has made to improve its financial status as well as the current challenges that the City faces as it approaches both investors and the rating agencies. Positive events to be highlighted • In March 2015, Moody's upgraded the City's GO credit rating to Al from A2 and their limited ad valorem rating to A2 from A3 —siting positive response by the City to past concerns regarding the City's financial position, management team and financial policies • Improving financial metrics from rebounding property values, tourism and international, investment and unemployment rate below that of the U.S. • Scarcity value and improvement in metrics will assist in reducing interest rate penalty once the City comes to market • Major economic developments in the City — Miami Worldcenter and Brickell Citi Centre Concerns that will need to be addressed • Mounting pension pressures and OPEB costs • Poverty rate still remains high with significant diversity throughout the City • Political difficulty in raising property taxes and reliance on non -ad valorem taxes for essential services • Rating agencies have citied the outstanding SEC investigation regarding the civil securities fraud complaint to be a credit risk for the City and investors Below we highlight several of these items in further detail. Improving Financial Stability. The City has experienced a significant rebound from the depths of the negative financial issues associated with the national economic downturn in 2008 which significantly impacted Florida, in general, and South Florida specifically. Most recently, Moody's upgraded the City based on the following: resurgent economy with multiple major projects underway, a strengthened financial position, a new management team that has implemented prudent fiscal policies, and a manageable debt profile. Specifically, fiscal 2014 financial metrics reflected the fourth consecutive year of positive growth with an ending general fund balance with reserves standing at $112.4 million — 24% better than budgeted. Several economic indicators continue to reflect strong'growth in the City. In 2014, the City experienced positive results in the following: job growth in excess of the national average, general fund balances increased for the fourth straight year, increased housing prices and a 16% decline in foreclosure filings. Further, the City of Miami continues to be the "Gateway to the Americas" for both the Caribbean and Latin America and several major companies continue to maintain their Latin American regional headquarters in Miami (UPS, FedEx, ExxonMobil, Hewlett-Packard). Tourism economy is consistently improving and was up in 2014 from 2013. Impact on Political Challenges on Revenues. Moody's recently reported the following, "in today's new fiscal environment, strong financial management will be critical for Florida local governments to maintain financial health while comfortably meeting debt service obligations." Throughout Florida, including the City of Miami and Miami -Dade County, political constraints exist that have limited the ability to raise property taxes and therefore forcing more dependence on the non -ad valorem tax revenues. In the past, Miami -Dade County Mayors have received significant back -lash for supporting property tax increases. Most recently, the State's proposed budget reflects an increase in property taxes to fund an increase in school spending which has received negative press. This comes after Miami -Dade County had its 21 Bragleford -Shank aco„ 1,t.c City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ # 521381 largest property tax increase since real estate crisis. Although these increases help to provide additional breathing room for the City, this can put political pressures when looking to fund additional projects. Outstanding Legal Concerns and Addressing "Headline Risk". The "headline risk" and the uncertainty surrounding the SEC fraud case against the City remains an outstanding issue that may impact the financing. Depending on the timeframe for the trial for this case, currently set for August 2016, the City may be exposing itself to interest rate risk if it is decides to hold off on issuing any debt until this case is settled. Most recently, the Federal Reserve has suggested that it may seek to hike interest rates in December 2015. Given the headline risk associated with the City and its SEC fraud case, it is critical that the City appoint a senior manager who will commit significant pre -marketing resources to ensure the City's bonds will sell at the tightest spreads possible. Siebert Brandford Shank has worked with a number of issuers facing headline risk and have helped reduce or eliminate any penalty associated. Below we provide a summary of significant transactions that the firm has worked that have required both the banking and salesforce to overcome significant challenges to in advance of achieving successful pricing for our clients. Transaction $382 million DeKalb County Water and Sewerage — December 2011 $55 million Oakland USD GO — March 2012 Challenging Event • In April, S&P downgraded the GO five -notches to BBB from AA- and subsequently withdrew both the GO and W&S ratings for the County • Downgrades came as a result of lack of disclosure provided to the rating agencies • County closed off its senior lien to new issuance • Transaction required price discovery — new credit with headline risk surrounding disclosure • Prior to selling the bonds, both Moody's and S&P withdrew their ratings due to a lack of audited financial statements • Headlines surrounding Occupy Oakland group caused serious concerns about market access — as a result the then appointed major wall street firm withdrew its participation $120 million Oakland • Weak and volatile market tone USD GO — September • California State Controller's Office release of "no 2013 opinion" on the District's financial statements reversed any positive sales momentum from the 2012 bonds • Largest non -rated publicly offered governmental purpose long-term municipal bond offering sold since 1965 $239,060,000 MFA (Detroit Public Schools) — October, 2011 • Weak credit facing large budget deficit, declining enrollment, and negative press • Subordinate lien pledge of the District's State Aid revenues and Districts LTGO pledge rated A+ Deal Highlight • Worked continuously with the County to provide requested information — leading to a reinstatement of the W&S ratings at AA- • Financing team created strong second resolution documents • Strong investor demand —12 times oversubscribed — reduced spreads to levels that were 21 to 30 bps lower than initial price views • Facilitated aggressive investor outreach program — over 12 hours of conference calls and a one-on-one meeting with Franklin • SBS stepped up and generated 4 times over- subscription • Produced all -in TIC at 3.53% - lower than the projected 6-7% range by the FA • Bonds sold with a 5-year and 8-year optional call at competitive interest rates • Nearly $458 million were received from 27 investors —including 9 of the 12 investors that had participated on the 2012 deal ■ Utilized lockbox structure and close off of lien to secure A+ rating from S&P ■ Aggressive marketing effort with extensive investor education resulted in TIC of 4.75% for 10 year deal, over 180 bps. Lower than District's previous one year note issue $100,000,000 MFA (City of Detroit) — December, 2010 • City of Detroit required financing for Public Safety Building project but its unlimited tax general obligation bond levy alone insufficient to service debt • Already below investment grade Unlimited General Obligation Bonds ratings (BB+, Ba3 and BB) under further pressure as headlines reflect increasing Detroit financial challenges • City of Detroit ULTGO ratings plummeting steadily downward as shown on page 35 22 • Taxable bonds issued through MFA— Local Government Loan Program secure strong investment grade ratings of AA-/A1 • Bonds are backed by creative double barrel pledge of Distributable State Aid (DSA) and further backed by full faith and credit City ULTGO • DSA revenues are lock -boxed and flow directly from State Treasurer to 2010 Bond Trustee to further enhance security • DSA senior lien is closed off to further debt issuance to increase investor security allak ara ford WShank s Cn 4LG City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ ft 521381 Increased Disclosure for Local Government Credits. Although bankruptcy is still not considered prevalent in the municipal industry, recent events have forced issuers to expand on their disclosure in the event that a bankruptcy does occur. Most recently, the legal team for the firm's senior managed Oakland School District transaction recommended adding language that specifically describes the potential impact a bankruptcy would have on the revenues associated with the repayment of the bonds. This language would describe the interpretation of State law associated with municipal bankruptcies. Additionally, for non -ad valorem bonds where specific revenues are pledged to the bonds (i.e. parking revenues), disclosure regarding the definition of "special revenues" and the treatment of those specific bonds can be included. Summary. Siebert Brandford Shank would work with the City to create both an investor marketing and rating agency strategy that would include the following objectives: • Capitalize on Moody's upgrade and improving financial condition over the past four years • Capitalize on growth in fund balance and increasing liquidity levels • Provide a platform for key management to address and mitigate potential investor concerns • Investor outreach through targeted marketing campaign to continue to broaden investor base • Minimize penalty associated with legal concerns 23 Brand rtt Shank eco.,Uc City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ # 521381 8. Description of the Approach to Providing Services Requested in the Solicitation Provide a synopsis of the Proposer's process and procedures, the standards it adheres to, and Its general philosophy to the underwriting process. Describe how the Proposer views the roles of the other parties, such as the client, in the process. Siebert Brandford Shank has demonstrated our structuring capabilities and ability to act and react quickly on our client's behalf as exemplified in the case studies and experience discussed throughout the proposal. When serving as a senior manager and/or within an issuer's underwriting pool, Siebert Brandford Shank provides all of the underwriting services necessary to ensure a successful and smooth transaction. This involves coordinating, communicating and cooperating with the entire finance team to ensure a positive financing experience for our clients. As a managing underwriter we routinely provide services that include the following items: • Finance program development through interaction with staff, financial advisor, counsel, management team and other professionals • Coordination of the working group, financing, meeting and conference call schedule • Preparation and oversight of document distributions and timing • Preparation and distribution of all related reports pertaining to pricing and pre -pricing including pricing books, market updates and sales memorandums ■ Development of an inclusive transaction approach and providing of information to all finance team members • Development and presentation of information to the rating agencies and bond insurers, when needed • Analyses of market conditions affecting the marketability of the bonds and assistance to the issuer in developing and implementing a marketing plan for the bonds • Fair and equitable management of the underwriting syndicate in accordance with policies and practices established by the issuer • Pricing and secondary market support for the bonds • Continuing monitoring of market conditions to identify refunding opportunities as they arise In addition to the banking services discussed above, Siebert Brandford Shank also provides a variety of market -based and marketing services that can enhance the sale of our clients' bonds. Below we highlight several of these products that may prove beneficial to the City. • Transaction Sales Memo. Detailed briefing for our sales force regarding transaction credit, tax and legal highlights • Analysis of Holders. Identifies trends exhibited by retail and institutional investors • Historical Pricing Spreads. Where has the credit historically priced • Every .01 Counts. Daily tracking of relative trading value of the City's bonds ■ Bond Characteristics Research. Identification of relative value based on refunding possibilities • Couponing Analytics. Identification of relative value based on competing structures ■ Market Cash Analytics. Identification of relative value based on projected market supply or demand dynamics • Debt Profiles. Comprehensive review of each credit that allows the firm to frequently monitor for potential refunding opportunities In addition, we keep our clients abreast of market changes and trends in the municipal market and secondary pricing from their offerings. The services that we provide are comprehensive and pro -active: we build debt portfolios for our clients and monitor restructuring and refunding opportunities and utilize this information to provide initial and ongoing advice for overall debt management strategies. Siebert Brandford Shank provides in-house debt structuring and financial analysis capabilities that incorporate the latest state-of-the-art technology available in the industry. 24 BsaiWrd Shank aco„t c City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ# 521381 9. Trade Secrets Execution to Public Records Disclosure Siebert Brandford Shank has not submitted information that constitutes a "trade secret". 25 Bra ord Shank a ca, U.G Siebert Brandford Shank a co„ 1.►.c Certification Statement Please quote on this form, if applicable, net prices for the item(s) listed. Return signed original and retain a copy for your files. Prices should include all costs, including transportation to destination. The City reserves the right to accept or reject all or any part of this submission. Prices should be firm for a minimum of 180 days following the time set for closing of the submissions. In the event of errors in extension of totals, the unit prices shall govern in determining the quoted prices. We (I) certify that we have read your solicitation, completed the necessary documents, and propose to furnish and deliver, F.O.B. DESTINATION, the items or services specified herein. The undersigned hereby certifies that neither the contractual party nor any of its principal owners or personnel have been convicted of any of the violations, or debarred or suspended as set in section 18-107 or Ordinance No. 12271. All exceptions to this submission have been documented in the section below (refer to paragraph and section). EXCEPTIONS: We (I) certify that any and all information contained in this submission is true; and we (I) further certify that this submission is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a submission for the same materials, supplies, equipment, or service, and is in all respects fair and without collusion or fraud. We (I) agree to abide by all terms and conditions of this solicitation and certify that I am authorized to sign this submission for the submitter. Please print the following and sign your name: SUPPLIER NAME. Siebert Brandford Shank & Co., L.L.C. ADDRESS* 1025 Connecticut Avenue NW, Suite 1202, Washington, DC 20036 PHONE: (202) 872-8050 EMAIL: jkirn@sbsco.com SIGNED BY: TITLE: Chief Compliance Officer FAX (202) 872-3608 BEEPER: N/A DATE. Joseph Mendola 12/10/2015 FAILURE TO COMPLETE. SIGN. AND RETURN THIS FORM SHALL DISOUALIFY THIS BID. Page 2 of 42 Certifications Legal Name of Firm: Siebert Brandford Shank & Co., L.L.C. Entity Type: Partnership, Sole Proprietorship, Corporation, etc. Limited Liability Company Year Established: 1997 Office Location: City of Miami, Miami -Dade County, or Other 801 Brickell Avenue, Suite 900, Miami, FL 33131 Occupational License Number: N/A Occupational License Issuing Agency: N/A Occupational License Expiration Date: N/A Please list and acknowledge all addendum/addenda received. List the addendum/addenda number and date of receipt (i.e. Addendum No. 1, 7/1/07). If no addendum/addenda was/were issued, please insert N/A. Siebert Brandford Shank & Co., L.L.C. has received the following addendum/addenda: Addendum 1- received December 2, 2015 Addendum 2 - received December 11, 2015 If Proposer has a Local Office, as defined under Chapter 18/Articlle III, Section 18-73 of the City Code, has Proposer filled out, notarized, and included with its bid response the "City of Miami Local Office Certification" form? YES OR NO? (The City of Miami Local Office Certification form is located in the Oracle Sourcing system ("iSupplier"), under the Header/Notes and Attachments Section of this solicitation) N/A Page 3 of 42 b7S FORM G-37 Name of dealer: . Ae6 6e.A.NOVoPPA k. LA, G MSRB Report period: ... ......_201 -"" u `! i. 20 is- 4Ert S P7 30 za o s" I. CONTRIBUTIONS made to issuer officials (list by state) State Complete name, title (including any city/county/state or other political subdivision) of issuer official �LtWf CtsijT J Foft. (J.S 411)ary Clfridn rbr Preden d" Contributions by each contributor category (i.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals and non- MFP executive officers). For each contribution, list contribution amount and contributor category (For example, $500 contribution by non-MFP executive officer) If any contribution is the subject of an automatic exemption pursuant to Rule G-37(j), list amount of contribution and date of such automatic exemption. a7oo esi.dv.44,4,•e.ctoi- Kpp II. PAYMENTS made to political parties of states or political subdivisions (list by state) State Complete name (including any city/county/state or other political subdivision) of political party Payments by each contributor category (i.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals and non-MFP executive officers). For each payment, list payment amount and contributor category (For example, $500 payment by non-MFP executive officer) III. CONTRIBUTIONS made to bond ballot campaigns (list by state) A. Contributions State Official name of bond ballot campaign and jurisdiction (including city/county/state or other political subdivision) for which municipal securities would be issued and the name of the entity issuing the municipal securities Contributions, including the specific date the contributions were made, by each contributor category (i.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals and non- MFP executive officers). For each contribution, list contribution amount and contributor category (For example, $500 contribution by non-MFP executive officer) Kiowe- B. Reimbursement for Contributions List below any payments or reimbursements, related to any disclosed bond ballot contribution, received by each broker, dealer or municipal securities dealer, municipal finance professional or non- MFP executive officer from any third party, including the amount paid and the name of the third party making such payments or reimbursements. IV. ISSUERS with which dealer has engaged in municipal securities business (list by state) A. Municipal Securities Business State Complete name of issuer and Type of municipal securities business (negotiated city/county underwriting, agency offering, financial advisor, or remarketing agent) c e ci.tt. B, Ballot -Approved Offerings Full issuer name and full issue description of any primary offering resulting from the bond ballot campaign to which each contributor category (i.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals and non-MFP executive officers) has made a contribution and the reportable date of selection on which the broker, dealer or municipal securities dealer was selected to engage in such municipal securities business. Full Issuer Name Signature; Full Issue Description Reportable Date of Selection MO !f6- (must be officer of dealer) Name: OSef9 Address: 1;er~-ra,%,. wail Phone: .'it) 77$ T YI /LIGND o u1 Date: Submit two completed forms quarterly by due date (specified by the MSRB) to: Municipal Securities Rulemaking Board 1900 Duke Street Suite 600 Alexandria, Virginia 22314 NEW YORK CITY TRANSITIONAL FIN AUTH FUTURE TAX EXPT SEC FISCAL !WAYNE COUNTY ARPT REV RFDG SER 2015F (AMT) 1 WAYNE COUNTY ARPT REV SER 2015D (NON-AMT) ;WAYNE COUNTY ARPT REV SER 2015E (AMT) WAYNE COUNTY ARPT REV SER 2015G (NON-AMT) TALLAHASSEE FLORIDA CONSOLIDATED UTILITY SYSTEMS RFDG REV SE TEXAS TRANS COMM ST OF TX GO MOBILITY SER 2015A RFDG METROPOLITAN PIER & EXPOSITION AUTH MCCORMICK PLACE METROPOLITAN PIER & EXPOSITION AUTH MCCORMICI( PLACE ALBEMARLE COUNTY VA SER 2015E ...__ ..,w JIASAHUETTS HSG FIN AGCY SER 2015E (NONAMT) SACRAMENTO CITY FIN AUTH TAX ALLOCATION REV RFDG SER 2015A "~ SACRAMNTO CITY FIN AUTH TAX ALLOCATION REV RFDG SER 2015B 8i1 OF REGENTS OF UNIV OF OKLAHOMA GENERAL REV RFDG SER 2015C BD OF REGENTS OF UNIV OF OKLAHOMA GENERAL REV RFDG SER 2015D TRI-COUNTY METRO TRANS DIST REV SENIOR LIEN PAYROLL TAX SER TRI-COUNTY METRO TRANS DIST REV SENIOR LIEN PAYROLL TAX SER NEW YORK STATE DORM AUTH PERSONAL INCOME TAX REV SER 2015E INDIANAPOLIS LOC PUB IMP BD BK SER 2015I AMT) CALIFORNIA STATE GO VAR PURP 2015-1 CALIFORNIA STATE GO VAR PURP 2015-2 VEL...... CITY OF CLEAND SUBORDINATE LIEN INCOME TAX RFDG SER 2015E-1 CITY OF CLEVELAND SUBORDINATE LIEN INCOME TAX RFDG SER 2015E-2 CITY OF CLEVELAND SUBORDINATE LIEN INCOME TAX RFDG SER 2015E-3 CITY OF CLEVELAND SUBORDINATE LIEN INCOME TAX, RFDG SER 2015B-4 CITY OF CLEVELAND SUBORDINATE LIEN INCOME TAX RFDG SER 2015E-5 NEW JERSEY ECON DEV AUTH SCH FAC CONST REV SER 2015WW NEW JERSEY ECON DEV AUTH SCH FAC CONST REV SER 2015XX RFDG_ NEW JERSEY ECON DEV AUTH SCH FAC CONST REV SERR2015YY TAXABLE NEW JERSEY ECON DEV AUTH SCH FAC CONST REV SER 2015ZZ TAXABLE PHILADELPHIA ARPT REV RFDG SER 2015A (AMT) METROPOLITAN TRANS AUTH REV SER 2015D-1 METROPOLITAN TRANS AUTH REV SER 2015D-2 NEW HAVEN CONNECTICUT G.O SER 2015 NEW YORK CONVENTION CENTER DEVLOPMENT CORP (HOTEL UNIT FEE NEW JERSEY ED FAC AUTH REV COLLEGE OF NEWJERSEY ISSUE SER CIVIC VENTURES REV (ANCHORAGE CONVENTION CENTER) SER 2015 750000000 `SCO 224155000 CM 213330000 CM 7755000, CM 74815600 CM R 44255000 CS TARRANT CO LTD TAX RFDG SER 2015 mm CHICAGO TRANSIT AUTH CAP GRANT REV SER 2015A SEC 5307 CHICAGO TRANSIT AUTH CAP GRANT REV SER 2015E SEC 5337 NEW YORK STATE EFC STATE STATE REVOLVING FDS REV (2010 MASTER NEW YORK STATE HOUSING FIN AGY AFFORDABLE HSG REV SER 2015C OAKLAND UNIFIED SCHOOL DIST GO ELECTION OF 2012 SER 2015 RFDG 911360000 CM 69740006 CS 153154550 CS 38880000 SYND 515000 CM__ .__,. 02135000 CM 41910000 CM_ 13705000 SG 42030000 SG 71885000 SG 62.705000 SG 1128930000 CM 178690000 CM 550000000 CM 1375825000 CM 13870000 CM 9710000 CM 1565000 1550000 750000 CM 500000000 CM 1259625000 CM 375140000 CM 43485000 CM 97780000 CS 357030000 SCO 50665000 46700000 581290000 114525000 93790000 67075000 SCO SR SCO SG... CM 131270000 CS 45650000 CS 367455000 CM 92790000 168765000 CS SR OAKLAND UNIFIED SCHOOL DIST GO ELECTION OF 2012 SER 2015A OAKLAND UNIFIED SCHOOL DIST G0 ELECTION OF 2012 SER 2015B OREGON HSG & COMM SVCS DEPT MTG REV SING FAM MTG PROG SER OREGON HSG"& COMM SVCS DEPT MTG REV SING FAM SER 2015A (NON- , FLANCASTER IMPROVEMENT G,O REDO SER 2015 LANCASTER TAX AND WATERWORKS SEWER REV SER 2015 NEW YORK CITY GO FISCAL 2016A NEW YORK CITY GO FISCAL 20168 3500000 SR 6500000 SRY.~ 8645000 SG 79195000 SG J 22530000 SR 4080000 SR 645765000 5R _... 104710000 SR OKLAHOMA DEVELOPMENT FINANCE AUTHORITY SYSTEM OF HIGHER 42145000 SG SOUTHERN ILLINOIS UNIVERSITY BOARD OF TRUSTEES HSG AND 2073500 0SR PHILADELPHIA TAX & REV ANTICIPATION NOTES SER A 2015-2016 175000000 CS SPOTSYLVANIA VA WATER & SEWER SYSTEM RFDG SER 2015 55325000 SYND METROPOLITAN TRANS AUTH REV SER 2015C-1 RFDG 477110000 SR METROPOLITAN TRANS AUTH REV SER 2015C-1 RFDG ( PROFESSIONAL METROPOLITAN TRANS AUTH REV SER 2015C-2 (MANDATORY TENDER METROPOLITAN TRANS AUTH REV SER 2015C-2 (MANDATORY TENDER MIAMI-DADS COUNTY STORMWTR UTIL REVS SER 2015 BD OF REGENTS OF UNIV OF TEXAS SYS PERM UNIV FUND SER 2015B CONNECTICUT HFA HSG MTG FIN PROG 2015 SER C SUBSERIES C-1 (NON- CONNECTICUT HFA HSG MTG FIN PROG 2015 SER C SUBSERIES C-2 (AMT) NEW YORK STATE DORM AUTH STATE SALES TAX REV SER 2015A NEW YORK STATE DORM AUTH STATE SALES TAX REV SER 2015A DCITY OF ALEXANDRIA VA G O CAPITAL IMPROVEMENT SER 2015B ALLAS COUNTY TEXAS UNLIMITED TAX REFUNDING BONDS SERIES 201 NEW YORK STATE EFC STATE STATE REVOLVING FDS REV (2010 MASTER NEW YORK STATE EFC STATE STATE REVOLVING FDS REV (2010 MASTER BEXAR COUNTY PASS THROUGH TOLL REV LTD TAX SER 2015A (FM 471 BEXAR COUNTY PASS THROUGH TOLL REV LTD TAX SER 2015B (1604 CHICAGO GO SER 2015A CALIFORNIA STATE UNIV SYSTEMWIDE REV SER 2015A CALIFORNIASTATE UNIV SYSTEMWIDE REV SER 2015B TAXABLE CHICAGO GO SER 2015E TAXABLE LONG BEACH HARBOR REV SER 2015C LONG BEACH HARBOR REV SER 2015D SAN ANTONIO ELECTRIC & GAS SYS REV & RFDG SER 2015 CLEVELAND GO SER 2015 VAR PURPOSE RFDG HARTFORD GO SER 2015A .:..w.,.,.,.,,:,.w..,. HARTFORD GO SER 2015B TAXABLE JAC_KSONVILLE FLORIDA ELEC ISSUE THREE SERA3 2015B OKLAHOMA DEVELOPMENT FINANCE AUTHORITY SYSTEM OF HIGHER INDIANA FINANACF AUTHORITY LEASE APPROPRIATION (MOTORSPORTS METROPOLITAN WASHINGTON ARPTAUTH SYS REV RFDG (AMT) SER METROPOLITAN WASHINGTON ARPTAUTH SYS REV RFDG (NON AMT) METROPOLITAN WASHINGTON ARPT AUTH SYS REV RFDG SER 2015D 477110000 SR 72790000 SR 72790000 SR .. ,.., -_w .n_...' 99590000 CM....___-. 220565000 CM 105000000 SG 10800000 SG 1523100000-JTSR 1523100000 JTSR :.:......:..:..........:w... 23215000 SYND 11115000 SOLE 80520000 CM 31370000 CM 17405000 CM 29385000 345530000 CM 1034370000 CM 29305000 CM 742860000 CM .,. 66085000 CM CM 66865000 CM 320530000 CM 60905000 SR.. 57215000 SR 20845000 SR.., 42355000 SG 41990000 SG 92755000 CM 2792357000 CM 35975000 30490000 CM CS CS MASSACHUSETTS GO RFDG SER 2015A MASSACHUSETTS GO RFDG SER 2015C MIAMI DADE COUNTY PUB FAC REV (JACKSON HLTH SYS) SER 2015 A NEW YORK STATE EFC STATE CLEAN WTR & DRINKING WTR REVOLVE FDS 701705000 JTSR 250000000 JTSR 205350000 SR 219770000 SR NEW YORK STATE EFC STATE CLEAN WTR & DRINKING WTR REVOLVE FDS 219770000 SR WISCONSIN STATE MASTER LEASE CERTIFICATES OF PARTICIPATION SER 39960000 CM NEW YORK CITY HOUSING 2014 SER I NEW YORK CITY HOUSING 2015 SER D-1-A NEW YORK CITY HOUSING 2015 SER D-1-B NEW YORK CITY HOUSING 2015 SER D-1-C NEW YORK CITY TRANSITIONAL FIN AUTH BUILDING AID REV FISCAL 2015 SAN DIEGO UNIFIED SCH DIST 2015 GO (ELECTION OF 2008, SER H-1) SAN DIEGO UNIFIED SCH DIST 2015 GO (ELECTION OF 2008, SER H-2) BROWARD COUNTV WTR & SWR UTIL REV & REV RFDG SER 2015A BROWARD COUNTY WTR & SWR UTIL REV & REV RFDG SER 2015E MASSACHUSETTS HSG FIN AGCY SER 2015D .. _.>.. #.. NEW YORK CITY HOUSING 2015 SER D 2 IDAHO HSG & FIN ASSOC GRANT & REV ANTICIPATION FEDERAL ERIE COUNTY IND DEV AGY SCH FAC REVS (DIST OF BUFFALO) SER 2015A VIRGINIA PORT AUTHORITY COMMONWEALTH REV SER 2015 (AMT) DISTRICT OF COLUMBIA GO 2015A DISTRICT OF COLUMBIA GO 2015B RFDG RALEIGH-DURHAM ARPT AUTH ARPT REV RFDG SER 2015A RALEIGH-DURHAM ARPT AUTH ARPT REV RFDG SER 20158 (AMT) NEW YORK CITY GO FISCAL 1995 SER F-4 NEW YORK CITY GO FISCAL 2015 SER 1 NEW YORK CITY GO FISCAL 2015 SUBSERIES SER F 1 NEW YORK STATE HOUSING FIN AGY AFFORDABLE HSG REV SER 2015B OREGON GO SER 2015 SER M OREGON GO SER 2015 SER N OREGON GO SER 2015 SER 0 LOS ANGELES COUNTY TRANS 2015-16 3260000 CM 167495000 CM 322470000 CM 7200000 CM 750000000 CM 2150000 SR 29620000 SR 42255000 SR 157555000 SR 35785000 CM 64140000 172540000 CM - CM 236975000 CM 58680000 CS 500000000 CS 34190000 CS 34060000 CM 48685000 CM 5-0000000 CM 316690000 CS 300000000 59835000 12660000 2000000 100865000 900000000 Siebert - Brandford Shank a co., LLt State of Florida Department of State I certify from the records of this office that SIEBERT, BRANDFORD, SHANK. & CO,, L.L.C. is a Delaware limited liability company authorized to transact business in the State of Florida, qualified on May 6, 1997. The document number of this limited liability company is M97000000263, I further certify that said limited liability company has paid all fees due this office through December 31, 2015, that its most recent annual report was filed on February 18, 2015, and its status is active, 1 further certify that said limited liability company has not filed a Certificate of Withdrawal. Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capital, this the Eighteenth day of February, 2015 le.N. Secretary of State Authentication ID: CC7459175387 To authenticate this certificate,visit the following site,enter this ID, and then follow the instructions displayed. https://efile.sunbiz.org/certauthver.html Certification Statement Please quote on this form, if applicable, net prices for the item(s) listed. Return signed original and retain a copy for your files. Prices should include all costs, including transportation to destination. The City reserves the right to accept or reject all or any part of this submission. Prices should be firm for a minimum of 180 days following the time set for closing of the submissions. In the event of errors in extension of totals, the unit prices shall govern in determining the quoted prices. We (I) certify that we have read your solicitation, completed the necessary documents, and propose to furnish and deliver, F.O.B. DESTINATION, the items or services specified herein. The undersigned hereby certifies that neither the contractual party nor any of its principal owners or personnel have been convicted of any of the violations, or debarred or suspended as set in section 18-107 or Ordinance No. 12271. All exceptions to this submission have been documented in the section below (refer to paragraph and section). EXCEPTIONS: Indemnification - In accordance with industry standards, Jefferies, in its capacity as underwriter, would not indemnify the City under a bond purchase agreement. We (I) certify that any and all information contained in this submission is true; and we (I) further certify that this submission is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a submission for the same materials, supplies, equipment, or service, and is in all respects fair and without collusion or fraud. We (I) agree to abide by all terms and conditions of this solicitation and certify that I am authorized to sign this submission for the submitter. Please print the following and sign your name: Jefferies LLC SUPPLIER NAME. 200 S. Orange Ave, Suite 1440, Orlando, FL 32801 ADDRESS. PHONE: 407-583-0856 FAX407-264-6516. EMAIL: rwilliameries.co rr BEEPER. 407-406-2332 (cell) SIGNED BY. TITLE: Managing Director DATE• December 15, 2015 FAILURE TO COMPLETE, SIGN, AND RETURN THIS FORM SHALL DISQUALIFY THIS BID. Page 2 of 42 Certifications Legal Name of Firm: Jefferies LLC Entity Type: Partnership, Sole Proprietorship, Corporation, etc. Limited Liability Company Year Established: 1969 Office Location: City of Miami, Miami -Dade County, or Other Orlando, FL Occupational License Number: 13-2615557 Occupational License Issuing Agency: Orange County Occupational License Expiration Date: 9/30/2016 Please list and acknowledge all addendum/addenda received. List the addendum/addenda number and date of receipt (i.e. Addendum No. 1, 7/1/07). If no addendum/addenda was/were issued, please insert N/A. Addendum No. 1 and Addendum No. 2 - 12/11/2015 If Proposer has a Local Office, as defined under Chapter 18/Articlle III, Section 18-73 of the City Code, has Proposer filled out, notarized, and included with its bid response the "City of Miami Local Office Certification" form? YES OR NO? (The City of Miami Local Office Certification form is located in the Oracle Sourcing system ("iSupplier"), under the Header/Notes and Attachments Section of this solicitation) Page 3 of 42 City of Miami, Florida Request for Qualifications for Municipal Bond Underwriting Services RFQ #521381 Jefferies LLC Headquarters Address: 520 Madison Avenue New York, New York 10022 FEIN # 13-2615557 Miami Office: 1450 Brickell Avenue, Suite 3090 Miami, FL 33131 Main Contact: Rawn N. Williams, Managing Director 200 South Orange Avenue, Suite 1440 Orlando, Florida 32801 407.583.0856 phone 407.264.6516 fax rwilliams@jefferies.com Jefferies LLC Member SIPC Jefferies Disclaimer Jefferies LLC ("Jefferies") is providing the information contained in this document for discussion purposes only in anticipation of serving as counterparty to the City of Miami, Florida. The primary role of Jefferies, as an underwriter, is to purchase securities, for resale to investors in an arm's-length commercial transaction between the City of Miami and Jefferies, and Jefferies has financial and other interests that differ from those of the City of Miami. Jefferies is not acting as a municipal advisor, financial advisor or fiduciary to the City of Miami or any other person or entity. Jefferies will not have any duties or liability to any person or entity in connection with the information being provided herein. The information provided is not intended to be and should not be construed as "advice" within the meaning of Section 15B of the Securities Exchange Act of 1934. The City of Miami should consult with its own financial and/or municipal, legal, accounting, tax, and other advisors, as applicable, to the extent it deems appropriate. Jefferies is also a registered commodity trading advisor. Should the City be interested in pursuing any swap ideas contained in this document, we will provide the City with additional disclosures. This document is intended for the exclusive use of the entity identified on the cover page and may contain information proprietary to Jefferies. The fact that Jefferies has made the materials or any other materials available to you constitutes neither a recommendation that you enter into or maintain a particular transaction or position nor a representation that any transaction is suitable or appropriate for you. This document is not a product of any Jefferies research department and should not be construed as a research report. All materials, including proposed terms and conditions, are indicative and for discussion purposes only. The information contained herein is confidential. By accepting this information, the recipient agrees that it will, and it will cause its directors, partners, officers, employees and representatives to use the information only to evaluate its potential interest in the strategies described herein and for no other purpose and will not divulge any such information to any other party. Any reproduction of this information, in whole or in part, is prohibited; except in so far as required to do so to comply with applicable law or regulation. No warranty, express or implied, including but not limited to, warranties as to quality, accuracy, performance, timeliness, continued availability or completeness of any information contained herein is made. Any pricing or value information provided herein are also only as of the date indicated, taking into account prevailing market conditions and forecasts of expected market conditions (which may or may not be realized), is subject to change without notice and is not a complete analysis of every material fact associated with a transaction. The information contained herein has been prepared solely for informational purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. Transactions involving derivative or other financial products may involve significant risk and you should not enter into any transaction unless you fully understand all such risks and have independently determined that such transaction is appropriate for you. Jefferies does not provide accounting, tax or legal advice; however, you should be aware that any proposed indicative transaction could have accounting, tax, legal or other implications that should be discussed with your advisors and or counsel. In addition, Jefferies and/or affiliates may have served as manager or co -manager of a public offering of securities by any such entity. Further information regarding this material may be obtained upon request. Jefferies shall have no liability, contingent or otherwise, to the user or to third parties, or any responsibility whatsoever, for the correctness, quality, accuracy, timeliness, pricing, reliability, performance or completeness of the data or formulae provided herein or for any other aspect of the performance of these materials. In no event will Jefferies be liable for any special, indirect, incidental or consequential damages which may be incurred or experienced on account of the user using the data provided herein or these materials, even if Jefferies has been advised of the possibility of such damages. Jefferies will have no responsibility to inform the user of any difficulties experienced by Jefferies or third parties with respect to the use of the materials or to take any action in connection therewith. As permitted by law, we may share information about you with other companies affiliated with Jefferies, that is, companies that are owned or controlled by Jefferies Group LLC. You may instruct us not to share information with our affiliates for certain purposes by contacting the sender of this presentation. 200 South Orange Avenue, Suite 1440 Orlando, Florida 32801 407-583-0856 phone Jefferies The City of Miami, Florida Response to Request for Qualifications # 521381 Table of Contents Item TAB Signed RFQ Certification Statement Inside Front Cover Cover Page 1 Table of Contents 2 Executive Summary 3 Overall Qualifications and Experience 4 Ability to Underwrite Bonds 5 Qualifications and Experience of Personnel 6 Understanding of the City 7 Approach to Providing Services 8 Trade Secrets 9 Requested Forms and Information Appendix A Sample Reports Appendix B Jefferies LLC / December 16, 2016 Jefferies The City of Miami, Florida Response to Request for Qualifications # 521381 Written Response to Request for Qualifications for Municipal Bond Underwriting Services Jefferies LLC / December 16, 2016 Jefferies The City of Miami, Florida Response to Request for Qualifications # 521381 TAB -4 3. EXECUTIVE SUMMARY City of Miami — City Clerk 3500 Pan American Drive Miami, Florida 33133 Dear Ladies and Gentlemen: Jefferies LLC is pleased to submit our response to the City of Miami's (the "City") Request for Qualifications ("RFQ") for Municipal Bond Underwriting Services. The City is a high priority client for Jefferies as demonstrated by Jefferies' team leaders' nearly two decades of experience in providing strategic advisory, and investment banking coverage to the City of Miami. Our firm is uniquely qualified to add value to the City's underwriting team given our knowledge of the City and Jefferies' leading platform to effectively structure, market and distribute bonds for issuers like the City, We look forward to partnering with the City on its future financings. What follows is the requested information for the Executive Summary, including a description of our overall firm organization as well as our history and background, Following the requested information, we have included additional credentials that we believe differentiate Jefferies from our competition and underscore the value that Jefferies will add to the City's investment banking team. ORGANIZATION OF JEFFERIES AND BRIEF HISTORY. Jefferies (the "Firm") is the largest full -service independent investment bank in the U.S., and is a global organization that has served clients and investors for over 50 years. Headquartered in New York City, Jefferies has over 3,800 employees in 31 locations. The Firm was incorporated in the State of Delaware on July 14, 1969, In March 2013, Jefferies & Company, Inc. merged with its long-term investor, Leucadia. Our firm name changed from Jefferies & Company, Inc. to Jefferies LLC, however, we are the same legal entity as before the merger. All of the assets and liabilities of Jefferies & Company, Inc. have transferred to Jefferies LLC, as successor in interest. Jefferies believes this strategic combination is a huge positive for Jefferies, Leucadia, employees, shareholders and clients. Richard Handler and Brian Friedman, the senior management from Jefferies, now lead the senior management of the combined company as CEO and President, respectively. Jefferies' Board of Directors, comprised primarily of independent directors, oversee the activities of the firm carried out by the management and employees of Jefferies throughout the world. The Board provides the framework for our businesses and conduct, and guides us in accordance with evolving legal requirements and governance practices. Please refer to Appendix A for a listing of Jefferies' Board of Directors. Jefferies entered the municipal finance business in 2009 with the purchase of the DEPFA First Albany platform, creating Jefferies' Municipal Securities Group. Since the acquisition, Jefferies has continued to expand our municipal market presence. Jefferies Municipal Securities Group currently employs 80 Top-10 Issuers professionals, operating in 12 locations. Neil Flanagan and Kym Arnone, Managing 1 California Directors and Joint Heads of Public Finance, together run the day-to-day banking operations 2 ,DASNY from our New York office. Neil has over 25 years of experience in the municipal sector. Kym has 3 New York City nearly 30 years of experience and recently joined Jefferies from Barclays Capital. 4 1NYC TFA In just a few short years, Jefferies has established a strong nationally recognized public 5 Illinois finance practice. We are a true investment bank competing on our ideas, distribution, and 6 NY MTA 7 pricing. The top issuers nationwide have responded favorably to our approach. The adjacent Washington table ranks the top 10 issuers by volume overall since 2010. Every top-10 issuer, apart 8 NYC Water from the state of Washington that traditionally issues debt on a competitive basis, includes 9 Massachusetts Jefferies in their underwriting pool. These clients have benefited by including Jefferies in their pools, in large part because of our proactive approach in presenting and executing value-added ideas that have lowered their cost of financing and resulted in debt service savings. As a measure of our success in Florida, since opening our Florida office in late 2010, our Florida team has received senior manager appointments to Miami -Dade County, Broward County and Osceola County; the cities of Orlando, Fort Lauderdale, and Jacksonville; Orange County School Board; Greater Orlando Aviation Authority; Central Florida Expressway Authority; Jacksonville Electric Authority; and the Orlando Utilities Commission. JEFFERIES' BANKERS HAVE WORLD CLASS CREDENTIALS. Jefferies' banking team brings a valuable combination of having a thorough understanding of the City coupled with extensive GO, Limited Ad Valorem and Non -Ad Valorem financing experience. The primary contact and lead banker for our finance team is Rawn Williams, Managing Director in our Orlando office. Over the past 23 years, Rawn has served the City in various capacities and has developed a unique understanding of the City's financial obstacles and objectives. From 1996 to 1997, Rawn co - led a Strategic Financial Consulting Team retained by the Executive Office of the Florida Governor and the Financial Oversight Board to advise the City with respect to its financial emergency. It was Rawn's responsibility to review, evaluate and comment on all financial and operational aspects of the Five -Year Recovery Plan presented by 200 South Orange Avenue, Suite 1440 Orlando, Florida 32801 407-583-0856 phone Jefferies The City of Miami, Florida Response to Request for Qualifications # 521381 the City of Miami as well as to formulate and prepare five-year revenue, expenditure and 2002, Rawn served as senior manager on the City's first new money issuance after the oversight. At Rawn's recommendation, the 2002 Bonds were structured around existing General Obligation unlimited tax bonds, using capital appreciation and current interest bonds, to maintain the then current 1.218 mil debt service constraint. In addition to the 2002 financing, Rawn served as senior manager on $300 million of financings for the City, having senior managed five financings in 2009 alone for the City's Special Obligation, Parking System and Limited Ad Valorem transactions. Rawn is very familiar with the City's debt portfolio and the financial policies related to spending, reserves, long-term financial and capital planning, internal oversight and structurally -balanced budgets. His experience with the City will prove to be invaluable to the City on its future financings. Marquita Jackson and Tamaa Patterson will assist Rawn with the day-to-day coverage of the City. Marquita provides coverage for the Southeast Region and has worked on over $10 billion of public finance deals. Her banking experience includes the City of Jacksonville, State of Georgia, Clark Atlanta University, Columbia County (GA), Spelman College, Morehouse College, District of Columbia, DC Housing Finance Agency, the State of Connecticut, Hartford (CT), East Baton Rouge Parish, City of Baton Rouge, Baton Rouge Metropolitan Airport and the New Orleans Superdome. Tamaa works in our Orlando office and provides support for the southeast region with a focus on Florida. He has structured financings for Miami -Dade County and the City of Orlando. Tamaa's clients also include: Jacksonville; Osceola County; Orange County School Board; Greater Orlando Aviation Authority; and the Central Florida Expressway Authority. TRACK RECORD OF SUPERIOR FINANCING EXPERTISE. As the City is aware, the municipal underwriting business is highly competitive with numerous banks bidding on the same business. Most of the larger banks tout their size, retail offices and capital to win business. What differentiates Jefferies from our competitors is not our size or the amount of capital we have, but it is our dedication to adding value to our clients' underwriting team. Our firm has a track record of working on more complicated transactions because in those scenarios, the size of the firm doesn't matter, but the most innovative and thoughtful financing and marketing strategies prevail. To that end, Jefferies has a dedicated Quantitative Analysis team and Credit Strategy team to develop structuring and investor relations strategies for financings that Jefferies senior manages. Bill Torsiglieri is head of our Municipal Quantitative Analysis Group. Bill has over 32 years of experience structuring over $25 billion of municipal issues and leads the development of proprietary financial models using linear programming techniques to structure tailor-made optimal financial results. Chris White currently leads the Credit Strategy Group. Chris has 18 years of credit experience and was a rating analyst at Moody's Investors Service for over three years. Chris will work with our banking team to help develop an effective credit story as well as assist in identifying and communicating with key investors. COMPREHENSIVE UNDERWRITING AND TRADING DESK. Jefferies' structuring and marketing capabilities are supported by our experienced underwriting desk. Jefferies' head underwriter, Roy Carlberg, is a 20+ year veteran in the municipal underwriting industry. Roy is a recognized leader in the underwriting business with over $1 trillion of negotiated pricing experience. While at Jefferies, he has priced nearly $400 billion in municipal debt covering the full gamut of issuer credits and bond structures. Our 12-person municipal institutional sales force, which is among the largest on Wall Street, will assist Roy in distributing the bonds. Moreover, Roy has senior managed over $20 billion of bonds for Florida issuers. Our sales force provides unparalleled access to a broad array of accounts. Included among our institutional investor base is more than $1 trillion in municipal assets. Jefferies will leverage its relationships to bring new investors and expand the City's bond distribution resulting in the lowest possible financing cost. CONFIRMATION OF REQUIREMENTS. We affirm that Jefferies has maintained a listing in the Red Book under the category of Dealers & Underwriters for at least two full years. Additionally, Jefferies affirms that it is current and in compliance with all filing requirements of Rule G-37. Furthermore, Jefferies is qualified to do business in the State of Florida as evidenced by the attached Certificate of Good Standing from the State of Florida and a current Occupational License both provided in Appendix A. We appreciate your consideration of Jefferies for the role of senior managing underwriter and would welcome the opportunity to serve the City. With our direct experience and high -profile expertise, our team is prepared to deliver creative i•-as, flawless execution, and aggressive pricing. cash flow projections. In City emerged from State Primary Contact Rawn N. Williams, Managing Director Rawn N. Williams Managing Director Jefferies LLC 1200 South Orange Avenue Suite 1440. Orlando, Florida 32801 407.583.0866 phone 407.264.6516 fax rilliams@jefferies.com 200 South Orange Avenue, Suite 1440 Orlando, Florida 32801 407-583-0856 phone 2 Jefferies The City of Miami, Florida Response to Request for Qualifications # 521381 TAB — 4. FIRM'S OVERALL QUALIFICATIONS AND EXPERIENCE a.) Firm shall satisfy each of the minimum requirements listed under Section 2.9, Proposer's Minimum Qualifications, of the RFQ. Firm must also submit an affirmative declaration of compliance to the Minimum Requirements and Pre -Requisites as stated in Section 2.9. Jefferies affirms that we comply with the Minimum Requirements and Pre -Requisites as stated in Section 2.9. A. Have national, regional, and/or local recognition as an underwriting firm as exemplified by continuously maintaining a Red Book listing within the area of Dealers & Underwriters for at least two (2) years (Fall 2012 through Fall 2014). Proposers will be required to submit photocopies of Red Book listings. Proposers meeting this requirement shall include within their proposals, an affirmative statement indicating that their firm qualifies under this criterion; Jefferies LLC and its predecessor, Jefferies & Company, Inc., have maintained a listing under the category of Dealers & Underwriters for more than the requested two consecutive year period. Please refer to Appendix A for Jefferies' Red Book listings. B. Be current and in compliance with all filing requirements of Rule G-37. Proposers represent by virtue of their response to this RFQ that their respective officers, directors, employees or agents have not made any contributions or undertaken any actions in violation of Rule G-37 which may serve to disqualify the Proposer from acting as underwriter to the City; To the best of our knowledge, information and belief, Jefferies LLC and it officers, directors, employees and agents are in full compliance with MSRB Rule G-37, C. Submit a copy of its latest G-37 filing, if applicable. Otherwise, Proposer must provide a statement, per the attached sample in the Header Section of this RFQ, affirming that it is in full compliance with Rule G-37 and not required to file; Please refer to Appendix A for Jefferies' most recent G-37 submission. D. Carry any and all necessary licenses and authorizations to act as an underwriter of municipal debt in the State of Florida. If selected, Proposer shall maintain such licenses and authorizations as required to complete the Engagement. It is the underwriter's responsibility to notify the City immediately in the event that it is no longer licensed or authorized to act as an underwriter of municipal debt within the State of Florida. Proposer shall submit evidence that the Proposer is qualified to do business in the State of Florida, including (if a corporation) a current Certificate of Good Standing from the State of Florida Secretary of State's office. All documentation provided shall be current and included in an appendix to the submission; Jefferies is licensed and authorized to act as an underwriter of municipal debt in the State of Florida, Please refer to Appendix A for confirming documentation. E. Be registered with the Financial Industry Regulatory Authority (FINRA) in addition the City encourages securities broker -dealers that are registered with the Securities and Exchange Commission and the Municipal Securities Rulemaking Board and that are members of the Financial Industry Regulatory Authority to apply for inclusion in the pool; Jefferies is a member in good standing with FINRA. Please refer to Appendix A for our registration information. F. Be registered as a Broker -Dealer with the applicable State agency. The registration must be maintained throughout the term of the agreement; Please refer to Appendix A for our registration information. G. Be properly licensed, as applicable, to conduct business in the State of Florida; and have a minimum of five years' experience in bond underwriting services; Jefferies is properly licensed to conduct business in the State of Florida. Please refer to Appendix A for various licenses. Jefferies has a long and distinguished history traceable back to 1979 when First Albany Capital Inc. entered the municipal finance arena. In late 2007, DEPFA Bank acquired the municipal securities business 200 South Orange Avenue, Suite 1440 Orlando, Florida 32801 407-583-0856 phone 3 Jefferies The City of Miami, Florida Response to Request for Qualifications # 521381 of First Albany becoming DEPFA First Albany Securities. In February 2009, Jefferies acquired the public finance department of DEPFA First Albany and began operating under the name of Jefferies. Furthermore, in 2012, Jefferies Group LLC, our parent company, celebrated 50 years of serving clients. The firm provides a full range of investment banking, sales, trading, research and strategy across the spectrum of equities, fixed income, foreign exchange, futures and commodities, and also select asset and wealth management strategies, in the Americas, Europe and Asia. H. Have sufficient financial support, personnel, and organization to ensure that it can satisfactorily execute the services if awarded a Contract/Agreement under the terms and conditions herein stated; With nearly $11 billion of total capital, Jefferies has sufficient capital to underwrite any size financing that the City may contemplate. Further, Jefferies does not place formal restrictions on the amount of excess capital that our Municipal Securities Group may commit on behalf of our clients. Serving as a senior manager member of the City's underwriting team is a top priority for Jefferies. We have assembled a team of dedicated and talented bankers to serve the City, as detailed in our response to Question 6 of this proposal. In addition to our Core Finance Team, Jefferies will call upon the talents of our entire Firm for additional support in providing the City with first -in -class financing strategies. I. Have no record of judgments, bankruptcies, pending lawsuits against the City or criminal activities involving moral turpitude and not have any conflicts of interest that have not been waived by the City Commission; and To the best of our knowledge, information and belief, Jefferies LLC has no record of judgments, bankruptcies, pending lawsuits against the City or criminal activities involving moral turpitude and does not have any conflicts of interest that have not been waived by the City Commission, J. Neither Proposer(s) nor any principal, officer, or stockholder of Proposer(s) shall be in arrears or in default of any debt or contract involving the City, (as a party to a contract, or otherwise); nor have failed to perform faithfully on any previous contract with the City. To the best of our knowledge, information and belief, Jefferies LLC is not in arrears or in default of any debt or contract involving the City, (as a party to a contract, or otherwise); nor has Jefferies failed to perform faithfully on any previous contract with the City. 2.11 Insurance Requirements Statement of Insurance Coverage - Jefferies has $25 million of coverage for Errors & Omissions/ Fidelity Bond provided by HCC, XL and Axis. The limits per claim are $10 million under the Errors & Omissions policy and $5 million under the fidelity bond. 200 South Orange Avenue, Suite 1440 Orlando, Florida 32801 407-583-0856 phone 4 Jefferies The City of Miami, Florida Response to Request for Qualifications # 521381 b.) Describe your firm's underwriting practices as related to public finance. Compare public finance staffing in your firm three (3) years ago and today. Firm Overview. Jefferies ("Jefferies" or the "Firm") is a global investment banking firm that has served governments, companies and investors for over 50 years. Jefferies provides clients with capital markets and financial advisory services, institutional brokerage and securities research, as well as wealth and asset management. Jefferies is the principal operating subsidiary of Jefferies Group, Inc. ("Jefferies Group") a public U.S. holding company. Jefferies Group is listed on the NYSE under "JEF." With over 3,800 employees in 31 offices worldwide and nearly $11 billion of capital, Jefferies has experienced significant growth in its capabilities. Since entering the municipal securities business in 2009, just over six years ago, Jefferies has become an active member of the underwriting pools for nine out of the top ten issuers nationwide. Municipal Securities Group. In 2009, Jefferies opened its municipal finance department with the acquisition of DEPFA First Albany. Since its inception, Jefferies' Municipal Securities Group (MSG) has grown its senior managed negotiated volume to over $32 billion. This performance ranks Jefferies as one of the fastest growing public finance groups in the industry. Since 2009, Jefferies has hired over 50 public finance professionals from the most prestigious investment banks on Wall Street. Jefferies' MSG is organized around two departments — Public Finance (investment banking) and Institutional Sales and Trading. Commitment to Public Finance. The Public Finance Department consists of a team of veteran investment bankers focusing on all aspects of financing public sector projects. Neil Flanagan and Kym Arnone, Managing Directors and Joint Heads of Public Finance, together run the day-to-day banking operations from our New York office. Neil has over 25 years of experience in the municipal sector and Kym has nearly 30 years of experience. As further explained below, Kym recently joined Jefferies from Barclays Capital as a result of the Firm's initiative to expand its municipal finance practice. The Institutional Sales and Trading Department is located in our New York headquarters and consists of institutional municipal salespeople, short and long term municipal underwriting, short and long term traders and a credit strategy group. This team of 31 professionals is one of the leading market makers in municipal bonds. Jefferies has demonstrated its ardent commitment to the municipal securities industry and desire to serve municipal issuers across the country through our active expansion efforts and hiring of seasoned bankers. Moreover, unlike other firms in the industry, Jefferies has a mandate to continue actively expanding its municipal operations. As an example, Jefferies has recently added public finance offices in Los Angeles and Indianapolis. Furthermore, in addition to the hiring of Kym Arnone, our firm recently hired transportation specialist, Nic Malas, to head our transportation department and ten senior bankers dedicated to healthcare and economic development public finance. Our goal is to be among the most respected names in public finance and we are continually tweaking our resources to ensure that we have the best and brightest. Florida Presence. Since joining Jefferies in 2010, Rawn Williams has been successful in having Jefferies named to the senior management teams for the counties of Miami -Dade, Broward and Osceola; the cities of Orlando, Fort Lauderdale, and Jacksonville; Orange County School Board; Greater Orlando Aviation Authority; Central Florida Expressway Authority; Jacksonville Electric Authority; and the Orlando Utilities Commission. In the last 3 years, Raven has served as senior or co -senior manager for the following transactions in Florida: $481 million Miami -Dade County Water and Sewer System, $537 million Airport Revenue Refunding, $132 million Orange County School District COPs, $85 million City of Orlando Capital Improvement Special Revenue Bonds, $200 million Miami -Dade County Seaport, and $118 million Jacksonville Capital Improvement Refunding. In addition to his recent financings, while at prior firms Rawn financed over $200 million of bonds for the City of Miami in 2010 and $310 million of bonds issued by Miami -Dade County for the Miami Marlins venue. Furthermore, Rawn has a long history of serving Florida's largest municipal issuers including a total of $7.2 billion for Citizen's Property Insurance Corporation, $6.3 billion for the Florida Hurricane Catastrophe Fund, $300 million of Florida Lottery bonds (the first negotiated issuance of lottery bonds by the State), and $201 million of refunding bonds for the Orlando - Orange County Expressway Authority. Other financings over his career include Broward County, Collier County, the University of Florida, the City of Orlando, the State of Florida, OUC, and GOAA. Rawn has been intricately involved in structuring financings for Florida issuers with a variety of fixed-rate, variable -rate and derivative products across several different sectors. As further testament of the Firm's commitment to the Florida market, in May of 2015, Jefferies opened its Miami Wealth Management Office which focuses on ultra high net worth accounts in Florida and throughout the Latin Jefferies' Municipal Finance Group Staffing 2012 versus 2015 Offices ProfessO'ls . r_ Sales/Credit Strategy Trading Underwriting Public Finance Capital Markets/Ops Total Professionals 2012 2015 12 12 21 15._. 14 12 3 4 45 41 10 8 93 80 200 South Orange Avenue, Suite 1440 Orlando, Florida 32801 407-583-0856 phone Jefferies The City of Miami, Florida Response to Request for Qualifications # 521381 American and Caribbean markets. Currently 9 employees work from the Jefferies' Miami Office including Jefferies' Chief Market Strategist, David Zervos. c.) Disclosure by the underwriter of any conflicts of interests, as stated in MSRB rule G-17, including finder's fees, fee splitting, or other contractual arrangements of the firm that could present a real or perceived conflict To the best of our knowledge, information and belief, Jefferies does not have any potential conflict of interest in acting as a member of the Underwriting Team for the City, d.) Certify the Firm's Excess Net Capital position as of September 30, 2014 to date. Below we have provided the Firm's excess net capital position for every quarter since August, 31, 2014. As of August 31, 2015, Jefferies' excess net capital position was $1.18 billion. Quarter End 8/31/2014 (2) 11/30/2014 (1) 2/28/2015 (2) 5/31/2015 (1) 08/31/2015 (2) Excess Net Capital (3) $829,380,000 $913,465,000 $837,399,000 $913,625,000 $1,177,141,000 (1) Jefferies LLC files financial statements at May 31 (unaudited) and November 30 (audited). As a result, Jefferies LLC Balance Sheet information is only availabe at semi- and annual reporting periods. (2) Jefferies Group LLC Form 10-Q (net capital information). (3) on September 1, 2014, Jefferies Bache, LLC merged with and into Jefferies LLC. As a broker -dealer registered with the Securities and Exchange Comission ("SEC") and a member firm of the Financial Industry Regulatory Authority (°FINRA"), Jefferies LLC Is subject to the SEC Uniform Net Capital Rule (`Rule 15c3-1"), which requires the maintenance of minimum net capital, and has elected to calculate minimum capital requirements under the alternative method permitted by Rule 15c3-1 in calculating net capital. Jefferies LLC Is also registered as an FCM, and is also subject to Rule 1.17 of the CFTC, which sets forth minimum financial requirements. The minimum net capital requirement in determining excess net capital for a dually -registered U.S. broker dealer and FCM is equal to the greater of the requirement under Rule 15c3-1 or CFTC Rule 1.17. e.) Disclose whether the Firm has been involved in the prior trade of securities for the City of Miami? If so, please specify dates and provide detailed information concerning the services provided. Jefferies has not served the City in the role of underwriter, However, Jefferies has traded over $7.5 billion of Florida securities since 2012, including over $2 billion for issuers in Miami, and $55.7 million for the City of Miami. 200 South Orange Avenue, Suite 1440 Orlando, Florida 32801 407-583-0856 phone 6 Jefferies The City of Miami, Florida Response to Request for Qualifications # 521381 TAB — 5. FIRM'S ABILITY TO UNDERWRITE BONDS a.) Describe the Firm's bond sales abilities with emphasis on the Firm's institutional and/or retail distribution capabilities and ability to place Florida paper. Include in a tabular format the following (limit to three pages): 1) Number of sales personnel in Florida 2) Number of offices in Florida 3) Number of offices nationally Jefferies Institutional Distribution Capabilities. We pride ourselves in being value-added to our clients and bringing a different set of capabilities to our clients' underwriting syndicate. Jefferies offers superior distribution capabilities spanning from coverage of smaller institutional investor groups to having a team dedicated to investor education. ■ Dynamic Investor Education. In many instances, transactions are priced based on what large, well-known investors are willing to take in coupon and yield rather than based on an issuer's credit profile and market dynamics. Jefferies' goal in the distribution process is to effectively price our clients' bonds by (1) Jefferies has one sales and trading office located In our New York Headquarters. educating investors with real time information that focuses on the key strengths of the credit and the relative trading value of the credit compared to similarly situated credits. Our Firm believes the investor education process assists in optimally pricing an issuer's transaction. Investor education is particularly relevant to the City in light of its existing legal issues. Given the current SEC lawsuit alleging securities fraud, a SEC investigation related to the 2010 bonds, and a legal challenge involving the City's use of Florida's financial urgency laws, there is some headline risk associated with the City's credit, Headline risk by definition is the possibility that a news story will adversely affect the pricing of an issuer's bonds. We believe that investors will need "hand holding" to understand that any potential negative outcome for the City related to its SEC issues is limited and can be mitigated and managed by the City. Our Credit Strategy & Analysis Group will work with the City, as well as our sales force, to devise a credit story and properly position the debt offering in light of the City's improved credit status and relative to comparable credits. Our credit team is in place to directly interface with investors and become the City's advocate during pricing and distribution. The goal of our investor education process is to ensure the pricing of the City's bonds is based on the strength of the City's credit versus the perceived value of the City's credit from top investors. Chris White, the head of our Credit Strategy & Analysis group, has over 18 years of municipal credit experience including experience as a rating analyst at Moody's Investors Service for over three years. Number of Sales Persons Number of Public Finance Offices (1) Number of Retail Sales Offices Nationally Florida 12 12 9 1 1 ■ More Types of Accounts Covered. Most firms' sales forces cover the same top accounts, typically limited to 100 "top tier" institutional buyers. Jefferies not only focuses on "Tier 1" or largest 100 accounts but we also focus on the very important middle market (Tier 2 & Tier 3) accounts, a rapidly growing and underserved sector of municipal investors. Currently, 43% of our sales volume comes from Tier 2 and Tier 3 coverage. These investors can expand the City's investor base, create pricing tension and ultimately drive down the cost of funds for the City. Long -Term Sales Relationships. Jefferies has one of the largest and most respected sales forces on Wall Street. Our 12 dedicated municipal sales specialists have an average of 20 years of experience in the industry. Our sales force is eager to interact with investors and sell bonds not only during the primary market bond pricing process, but also in secondary market trading. Jefferies' sales team has establi investors of all types, A recent leading industry survey shows that our sales team is regularly ranked among the top three sales relationships by the accounts they cover. Our strength with investors stems primarily from providing excellent secondary market trading and access. Jefferies has traded over $7.5 billion of Florida securities since 2012, including over $2 billion for issuers in Miami, and $55.7 million for the City of Miami. In distributing the City's bonds, Jefferies will focus our efforts on existing City of Miami bondholders, specifically, those bondholders that participated in the 2012 transaction. The 2012 buyers are high level targets as they obtained internal credit approval to purchase the City's bonds while the SEC lawsuit against the City was looming. Jefferies will also analyze initial holders of bonds that were issued by municipalities that faced legal risk at the time of issuance. The adjacent chart presents the City's existing bondholders and highlights those investors that participated in the 2012 transaction, Largest Institutional American Money Mgmt. Holders of Miami Bonds Nationwide Asset Mgmt. Belle Haven Nuveen BMO OppenheimerPunds Eaton Vance Prime Advisors Federated SMC Federated Insurance Southern Farm Insurance FHM Insurance Spirit of America Franklin Tennessee Farmers Insurance General Re Vanguard Goldman Sachs Thompson Invesco Advisers, Inc. Thornburg Invesco PowerShares Triangle Securities LMCG Insurance United Heritage Insurance Manning & Napier Universal Group Midwest Insurance USAA Mitchell Capital Wells Capital Mutual Beneficial Wilmington Trust 200 South Orange Avenue, Suite 1440 Orlando, Florida 32801 407-583-0856 phone 7 Jefferies The City of Miami, Florida Response to Request for Qualifications # 521381 We understand that the City's 2012 transaction was only offered to Qualified Institutional Buyers and not to retail investors largely due to the imminent SEC lawsuit charging the City with securities fraud. As the City approaches its future financing, the City, in collaboration with its advisors and underwriter, should assess whether a broad distribution to both retail and institutional investors is appropriate. We believe the ultimate answer will be based on how much clarity the City has on the potential outcomes of its SEC lawsuit. If the City determines that it will move forward with a broad distribution of its securities to both retail and institutional investors, Jefferies has a retail platform to support the retail distribution. Jefferies' Private Client Services Group ("PCS") offers direct access to traditional "mom and pop" retail investors. This growing group has over $7 billion of assets under management for high net worth individuals. Jefferies recently opened its Miami — Wealth Management office which provides services for ultra high net worth individuals and family offices in Florida and throughout Latin America and the Caribbean. This office will provide a base from which to establish retail interest for the City's bond financings. Located in the City of Miami, this office is currently staffed with 9 employees. In addition to our Miami office, professionals located in our Atlanta PCS office will also reach out to local retail investors in the City of Miami and in Florida, providing them with pertinent information, answering any questions and addressing any concerns that our retail investors may have regarding any of the City's financings. In today's market, however, traditional "mom-and-pop" retail is not the driving force; rather, retail proxies (i.e., asset managers, investment advisors) are the high impact participants. We believe retail participation will primarily come from professional retail. These professional managers make investment decisions for a myriad of individuals and represent an extremely cost-effective distribution platform for issuer clients. Given our deep historical relationships with retail proxies, we are better positioned than our competitors to deliver cost effective retail distribution. Our historical relationships with a strong focus on professional retail will broaden and enhance demand for the City's bonds, ensuring cost effective retail distribution. Our institutional municipal salesforce covers more than 160 of the most active professional retail accounts and 35-40% of our secondary trading volume historically has been with retail proxies. Further, approximately 30-40% of our primary issuance historically has been allotted to professional retail. Jefferies has proven experience. As a testament of our value -add from a marketing perspective, in 2014 Jefferies served as co -senior manager on Atlanta Airport's $846 million transaction. Although we had a pre -defined 10% liability ($84.6 million) as co - senior, Jefferies submitted $212 million of priority institutional orders from 7 different accounts, including a $152 million strip order from a single large insurance company. Jefferies' Wealth Management Group submitted $6 million of retail orders despite the fact that there wasn't a retail order period; a portion of the bonds were AMT and no priority was given to retail. Jefferies placed going away orders in excess of $215 million or nearly three times our liability. b.) For each of calendar years 2012, 2013 and 2014 and in tabular format, set forth the total number of municipal bond transactions the Firm has served as Senior Manager and the total par amount involved (limit to one page). For the years 2012 through 2014, Jefferies has participated in more than $195 billion of negotiated tax-exempt municipal bond financings, of which $32 billion was in the role of senior manager. Please referto the summary table provided below. As demonstrated in the tombstones, over the past three years our banking, marketing, and distribution efforts have resulted in Jefferies winning large, high profile mandates, and have allowed us to excel at executing tax-exempt bonds. In Florida, Jefferies has been awarded senior manager or joint senior manager roles for Miami -Dade County, Orange County Schools, the City of Orlando, the Orlando Utilities Commission ("OUC"), the City of Jacksonville, and JEA. Jefferies' Senior Managed Transactions January 1, 2012 through December 31, 2014 Year Number of Issues Par Amt. ($mils) 2012 492 $14, 650,42 2013 409 $7,243,06 2014 435 $10, 544.74 1 8 Water &Sewer 2015 MIAMI'DAD6 ITEM Miami -Dade County $481,175,000 Water & Sewer System Rev Bonds Book -Running Senior Manager Utility 2014y2012 J JEA $72,460,000 Bulk Power Supply Revenue Bonds $178,365,000 Water & Sewer Revenue Bonds Book -running Senior Manager Education 2014 Orange County Public Schools $132,340,000 Certificates of Participation Joint Book-runningSenlor Manager Governmental Whom Florida 11., 2012 City of Jacksonville, Florida $117,950,000 Capital Improvement Refunding Joint Book -running Senior Manager Governmental 2014 City of Orlando $85,010,000 Capital Improvement Special Revenue Bonds Book -Running Senior Manager Utlllty 2012 OUC The Reliable One' Orlando Utilities Commission $241,925,000 Water & Sewer Revenue Bonds Book -running Senior Manager 200 South Orange Avenue, Suite 1440 Orlando, Florida 32801 407-583-0856 phone 8 Jefferies The City of Miami, Florida Response to Request for Qualifications # 521381 c.) For each of calendar years 2012, 2013 and 2014 and in tabular format, set forth the total number of municipal bond transactions the Firm has served as Co -Manager and the total par amount involved (limit to one page). For the time period from January 1, 2012 through December 31, 2014, Jefferies has served as co -manager for 788 transactions totaling over $162 billion. Please refer to the summary table provided below. Among our Florida clients are Miami -Dade County, Broward County, Osceola County, the Orange County School Board, Orlando - Orange -County Expressway Authority, Citizens Property Insurance Corporation, and the Florida Hurricane Catastrophe Fund, for whom we have served on multiple transactions. Jefferies' Co -Managed Transactions January 1, 2012 through December 31, 2014 Year Number of Issues Par Amt. ($mils) 2012 206 $63,013.26 2013 259 $50,540,12 2014 323 $49,091.07 Total_ _.. . ..- 8. $ J 62,644.4 _ Airport Dec 2014 /June 2015 MIAM Miami International Airport $1,297,980,000 Airport Revenue Bonds Co•Senior Manager Seaport May2014 Miami -Dade County $201,470,000 Co -senior Manager d.) Provide information related to your firm's capitalization, as follows: A table that reflects the most recent available data (include date) for your firm's total capital and excess net (uncommitted) capital. CAPITAL POSITION. Jefferies is a well -capitalized and conservatively managed firm, with nearly $11 billion of total capital. Based on regulatory guidelines, Jefferies could underwrite a single long-term municipal bond issue, with no presale orders, in an amount exceeding $16 billion for the City of Miami. Demonstrating our Firm's commitment to municipal issuers, senior management does not place formal restrictions on the amount of excess net capital that may be utilized by the Municipal Securities Group on behalf of our clients. Further, our capital allows Jefferies to price aggressively in the primary market and allows us to support those same levels in the secondary market through active trading. WILLINGNESS TO USE CAPITAL IN MUNICIPAL UNDERWRITING. Although several investment banks may have large balance sheets, two facts must be noted. First, most issuers will not come to market with a bond issue in excess of $1 billion and therefore a firm like Jefferies with nearly $11 billion in capital is well capitalized. Secondly, it is more important how a firm uses its balance sheet on behalf of its clients rather than the absolute size of its balance sheet. This is especially true in difficult and volatile market environments which we expect to continue for the foreseeable future. As a demonstration of our commitment to our clients, when market conditions dictate, Jefferies routinely uses its capital to assist our clients in achieving the lowest cost of capital by underwriting balances to maintain fair pricing in transactions where there are unsold balances. The table below highlights our recent capital commitments for our municipal clients. Capital Position ($ millions) 8/31/2015 Equity Capital $5,513.50 Long -Term Debt $6,194.00 Short -Term Portion Incl. in LT Debt Above -$857.20 Total Capital $10,850.30 Net Capital Excess Net Capital Underwriting Capacity $1,260.10 $1,177.10 $16,815.70 Underwriting at Risk ($ millions) Issuer Date Par U/W Austin, TX 9/2015 $295 rt $43 _._.1 NY DASNY 5/2015 127 3 Missouri H&EFA 4/2015 126 15 i Mohegan Tribal Fin Auth 2/2015 97 16 Ohio Water Dev. Auth. 11/2014 38 10' Sacramento RCSD 11/2014 ' 62 7 City of Orlando 10/2014 85 49 e.) Describe Firm's access to sources of current market information to provide bond pricing data before, during and after the sale. Jefferies is at the forefront of developing and analyzing municipal market trends and technical indicators. Pricing a transaction in today's market environment requires careful attention to market movements and Jefferies engages a full team of industry respected economists and strategist that provide valuable real-time market information. The analysis of market dynamics allows our underwriters and traders to better understand the money flows within the market, identify the strengths and weaknesses in geographic sectors or credit types and adjust accordingly. Our ability to track market dynamics is a valuable factor in our ability to aggressively price our clients' debt obligations. Given the importance of current market dynamics in bond pricing, Jefferies employs the leading economists in the nation. Our Chief Economist and Global Head of Fixed Income Strategy and Economics were ranked 6th in a 200 South Orange Avenue, Suite 1440 Orlando, Florida 32801 407-583-0856 phone 9 Jefferies The City of Miami, Florida Response to Request for Qualifications # 521381 recent Institutional Investor Fixed Income survey. As an example of their market insight, for several years, there has been much talk about if and when the Federal Reserve would begin to increase rates. Our Chief Economist predicted in December of 2013 that the Fed would increase interest rates in December of 2015. Recent statements from Federal Reserve Chair Janet Yellen indicate that, in fact, the Fed could raise interest rates this month. In addition to our Chief Economist, on a weekly basis, our Municipal Strategies Group publishes ongoing commentary, analysis and forecasts of the U.S. economy, Federal Reserve monetary policy, budget developments, Treasury financing and the bond market in the following electronic publications: • Weekly Jefferies Economic & Bond Market Insight • Daily Market Crib Sheet • Intraday analysis of economic data & Federal Reserve policy developments • Intraday analysis of Treasury auctions and Fed LSAP operations • The monthly chart book of the U.S. Economy, Inflation & Policy • Relative Trading Values of Banks • Jefferies Municipal Weekly Strategy (Please refer to Appendix B for a sample of these reports: Municipal Weekly Strategy and Relative Trading Values). While this material is designed for active traders and institutional investors, we believe that it exemplifies our ability to approach the marketing process at a higher level than our competitors. It provides hard core analytics and real time market data that our sales force uses to assist institutional investors in making their investment decisions, which ultimately enhances our sales force's relationship with investors as they are highly regarded as a valuable and knowledgeable resource. 200 South Orange Avenue, Suite 1440 Orlando, Florida 32801 407-583-0856 phone 10 Jefferies The City of Miami, Florida Response to Request for Qualifications # 521381 6. QUALIFICATION AND EXPERIENCE OF PERSONNEL a.) Resumes of each public finance professional that will be assigned to the Engagement. Describe the role of each in, and level of commitment to, the Engagement as well as their experience with municipal clients (limit to one page per professional). Jefferies' City of Miami Finance Team. Jefferies finance team is committed to serving the City of Miami as its senior manager and is committed to providing exceptional investment banking services to ensure the lowest possible borrowing cost. Our Finance Team includes our most experienced professionals, professionals with a proven record of structuring and pricing transactions for the City of Miami, Miami Dade -County, and a variety of issuers similar to the City of Miami, Our finance team is led by Rawn Williams, Managing Director, who heads the Firm's Florida Public Finance efforts. Marquita Jackson, Vice President, and Tamaa Patterson, Associate, will work closely with Rawn to structure and implement the optimal financing structure for the City's proposed financings. The Florida Team will be assisted by Bill Torsiglieri, Managing Director and Head of Quantitative Analysis, who has been an integral part of developing structural strategies and solutions to help issuers to achieve their overall financing objectives. He will be available to oversee all quantitative and financial analysis for the City of Miami. All City financings will be priced from our New York City headquarters. Jim McGinley, who heads our Municipal Securities Markets Group, brings to the firm over 22 years of both sell -side and buy -side municipal securities industry experience. Roy Carlberg, Managing Director and Head of Long -Term Underwriting, will manage any long- term fixed rate financings. Betty lnfantes, Senior Vice President and Head of Short -Term Origination, will manage any short-term or variable rate financings. Betty is responsible for Jefferies' multi -billion dollar remarketing portfolio. Drew Levinson, our tax-exempt sales manager, manages the institutional municipal sales force, which involves the management and development of all investor relationships. Chris White, Senior Vice President provides credit perspectives and views of the investor client base. Both Jim McGinley and Roy Carlberg have the ability to commit Jefferies' capital to underwriting unsold balances during the underwriting process. All members of Jefferies' finance team will be available at all times to ensure that the City receives the highest level of service and focus. The following table outlines the responsibilities for each of our bankers. 200 South Orange Avenue, Suite 1440 Orlando, Florida 32801 407-583-0856 phone 11 Jefferies The City of Miami, Florida Response to Request for Qualifications # 521381 Finance Team Members' Responsibilities Group Team Leader Financing Specialists and Core Support Team Quantitative Analysis Group Underwriting, Sales and Trading Credit Analysis Professionals Rawn Williams Marquita Jackson Tamaa Patterson Bill Torsiglieri, Quantitative Financing Specialist Jim McGinley (Head of Municipal Markets) Roy Carlberg (Long -Term Underwriting) Betty Infantes (Short -Term Origination) Drew Levinson (Tax -Exempt Sales Manager) Chris White Responsibilities Include ■ Identify market and financing opportunities for the City ■ Develop recommendations related to new financing initiatives ■ Manage the deployment of Jefferies' vast resourcesin serving the City ■ Develop rating agency and investor presentations ■ Develop debt management strategies ■ Review documentation ■ Execute transactions and support banking efforts ■ Develop quantitative financing solutions for the City's debt programs ■ Communicate detailed and up-to-the-minute market developments ■ Develop marketing plan for the City's bonds ■ Underwrite the City's bonds and commit capital ■ Identify new investors for the City's bonds ■ Provide investor education and communication program for the City's bonds ■ Develop sales force material regarding upcoming financings, market trends and market events ■ Assist with rating agency and credit enhancement strategies City of Miami Finance Team Rawn N. Williams, Managing Director and City of Miami Team Leader Orlando, FL I rwilliams@jefferies,com I Tel: 407-583-0856 I Fax: 407-264-6516 Rawn Williams joined Jefferies in November 2010 and has over 23 years and over $100 billion of municipal financing experience, with over $35 billion in the role of lead, co -lead or financial advisor. Since joining Jefferies, Rawn has continued to expand the Firm's footprint in the State. In the last 3 years, Rawn has served as senior or co -senior manager for the following transactions in Florida: $481 million Miami -Dade County Water and Sewer System, $537 million Miami -Dade County Airport Revenue Refunding, $132 million Orange County School District COPs, $85 million City of Orlando Capital Improvement Special Revenue Bonds, $201 million Miami -Dade County Seaport, and $118 million Jacksonville Capital Improvement Refunding. In addition, Rawn has also served as senior or co -senior manager for other notable large urban issuers since joining Jefferies including: $85 million for the City of Philadelphia; as well as serving as co- senior manager for the $846 million City of Atlanta Airport refunding and $515 million District of Columbia GO Bonds. Of particular interest to the City of Miami, Rawn Williams, while at his prior firm, served as senior manager to the City for five transactions totaling nearly $300 million. For a detailed discussion of these financings, please see the case studies below. This extensive experience with all of the City's credits will prove valuable as the City contemplates its upcoming financing opportunities. Prior to joining Jefferies, Rawn served as a Managing Director at Merrill Lynch. From the start of his tenure with Merrill Lynch in mid-2006 to his departure in September 2010, Rawn grew the Merrill Lynch Florida negotiated rankings from #4 in the 2003-March 2006 timeframe to #2, increasing market share from 13% or $5.5 billion to 16.4% or $13.6 billion as senior manager. Rawn's experience includes senior managed financings for some of the most significant deals in Florida including a total of $7.2 billion for Citizen's Property Insurance Corporation, $6.3 billion for the Florida Hurricane Catastrophe Fund, $300 million of Florida Lottery bonds (the first negotiated issuance of lottery bonds by the State), $201 million of refunding bonds for the Orlando -Orange County Expressway Authority, over $200 million of bonds for the City of Miami in 2010 and $310 million of 200 South Orange Avenue, Suite 1440 Orlando, Florida 32801 407-583-0856 phone 12 Jefferies The City of Miami, Florida Response to Request for Qualifications # 521381 bonds issued by Miami -Dade County for the Miami Marlins venue. Rawn is Series 7, 30, 53 and 63 licensed. Rawn's Senior Managed City of Miami Financing Experience Limited Ad Valorem Tax Bonds, Series 2002. In 2002, Rawn served as Senior Manager for the 2002 Limited Ad Valorem Tax Bonds that represented the City's first new money issuance after declaring a state of Financial Emergency in 1996. The 2002 Bonds were issued pursuant to a $255 million voter -approved Limited Ad Valorem Tax authorization capped at 1.218 mils. To maintain the 1.218 mil debt service constraint, the 2002 Bonds were structured around existing General Obligation unlimited tax bonds using capital appreciation and current interest bonds. Rawn advised the City to establish an escrow fund for $3.75 million in existing excess debt service funds to help pay debt service on the bonds due in 2003 and 2004 in order to preserve debt capacity. This intricate and delicately balanced financing structure allowed the City to obtain an insurance commitment and investment grade underlying ratings, as well as issue nearly 60% of its Limited Ad Valorem Tax authorization. Swaption on 2004 Pension Obligation Bonds. On November 15, 2004, Rawn assisted the City in executing a swaption to synthetically refund $29,470,000 of its taxable Pension Obligation Bonds. Working with the City to select the most appropriate financing vehicle, Rawn and the City's financial advisor ultimately recommended an annual pay swaption, which provided the City with fixed annual payments of $225,000 each December through the final maturity of the refunded bonds and the swaption achieved net present value benefit of 7.70%, well above the City's anticipated savings threshold. Special Obligation Bonds, Series 2009. In November 2009, Rawn senior managed the City's $65 million Special Obligation Bonds (Street and Sidewalk Improvement Program). Assured Guaranty was unwilling to provide an insurance commitment, however strong marketing and pricing efforts secured a reduction in the spread to MMD of between 5 and 11 basis points on the long-dated term bonds between the initial price views and final pricing, as well as achieved an all -in cost of funds of 5.60%. Special Obligation Parking Revenue Bonds, Series 201OAB. In July 2010, Rawn led a syndicate in the pricing of the City's $84.54 million Tax -Exempt Special Obligation Parking Revenue Bonds, Series 201OA and Taxable Special Obligation Parking Revenue Bonds, Series 2010B. The proceeds for the transaction funded, in part, the cost of construction of several parking facilities for the Miami Marlins Baseball Stadium. The City secured cost effective bond insurance from Assured Guaranty despite recent ratings downgrades for the City. Despite needing to supplement the POS twice, including once on the morning of pricing, the successful order period resulted in lowered yields on the tax- exempt maturities by 3 and 4 basis points. The all -in TIC of 5.88%o is a tribute to the combined efforts of the entire finance team. Bill Torsiglieri, Managing Director and Head of Quantitative Analysis New York, NY I wtorsiglieri@jefferies.com I Tel: 212-336-7038 I Fax: 646-786-5465 Bill Torsiglieri oversees Jefferies' Quantitative Analysis Group which is responsible for all quantitative and financial analyses provided by Jefferies' Municipal Securities Group. Further, he provides senior - level oversight and advice on all matters relating to debt structuring, the reinvestment of bond proceeds and tax/arbitrage considerations. Bill also leads the development of proprietary financial models using linear programming techniques to structure optimal financing results. Specifically for the City, the following list highlights a sampling of the scope of services that Bill will oversee: Evaluating the cost- effectiveness of various financing structures, including debt structure, credit enhancement economics and early redemption features; Developing models to be used by the City's finance professionals in their management activities as we have done for many of the clients with whom we have worked; and Developing pro -forma models for rating agency/market presentations and credit enhancement solicitations. Bill Torsiglieri has been assisting municipal issuers in structuring complex bond issues since 1982. With over 32 years of experience structuring over $25 billion of municipal issues and a particular focus on complex municipal financings and tax issues, Bill is an invaluable resource. Of particular note, Bill is one of Jefferies' lead bankers for New York City and has been instrumental in the structuring of their refunding issues — which requires some of the most complex quantitative computations in the municipal space. In addition, Bill also worked on financings for the New York State Environmental Facilities Corporation and was integral in the development of their new master financing indenture. Bill is a Computer Science graduate of Harvard College and is FINRA Series 7, 53, and 63 licensed. 200 South Orange Avenue, Suite 1440 Orlando, Florida 32801 407-583-0856 phone 13 Jefferies The City of Miami, Florida Response to Request for Qualifications # 521381 $661,745,000 New York City Municipal Water Finance Authority Water and Sewer System Second General Resolution Revenue Bonds Series FF and GG 316, 799,000 New York State Environmental Facilities Corporation State Clean Water and Drinking Water Revolving Funds Revenue Bonds Series 2012D NYW Ratings: Aa2/AA+/AA+ Pricing Dates: June 19, 2012 Delivery Date: June 28, 2012 NYS EFC Ratings: Aaa/AAA/AAA Pricing Date: June 25, 2012 Delivery Date: July 12, 2012 Jefferies In June 2012, Jefferies served as Bookrunning Senior Manager for NYW's $661 million transaction. The financing plan was devised by Jefferies bankers to include new money and advance refunding bonds issued in a common plan of finance with NYW's SRF loan to be sold through the NYS Environmental Facilities Corporation. The Jefferies plan resulted in incremental savings over a traditional refunding of $18 million and reduced the bonds necessary to be issued by $250 million. In summary, the plan used the combined bond yield and the negative arbitrage in the escrow to mitigate a transferred proceeds penalty and permit NYW to retain subsidy earnings on its SRF loan which would have otherwise been subject to federal rebate. Market conditions in mid -June were generally soft as investors were cautious ahead of looming supply and a consensus that tax-exempt rates had become overextended, On June 18, Jefferies began a retail order period which generated over $133 million of retail orders and allowed three of the transaction's 11 maturities to be closed out. The $50 million of Series GG bonds, issued as NYW's refundable principal installment (RPI) bonds, were both 1.3x over -subscribed and yields were reduced by 5 basis points. NYW's RPI bonds are 5-7 year bonds which will be refinanced and extended prior to maturity and the Series GG pricing spreads of MMD -4 and -3 basis points were the lowest ever for this Aa2/AA+/AA+ credit. The following day, the institutional order period was conducted for the unsold portion including $400 million of the 2045 maturing bonds. Of particular note, Jefferies was able to sell $150 million of 4% coupon bonds which resulted in 29 basis points lower yield to maturity than the 5% coupon bonds. The order period resulted in a 1.3x over -subscription and permitted a 1 basis point bump in the $400 million of bonds in 2045. Despite the deteriorating market tone, Jefferies placed $10 million bonds into inventory and supported the transaction in the secondary market. The refunding component saved 10% or $22,7 million on a PV basis. Combined with the Jefferies led NYW SRF financing, the financing plan saved over $86 million. CORE FINANCE TEAM Marquita Jackson, Vice President, Florida Banking Coverage Atlanta, GA I mbarnesjackson@jefferies.com I Tel: 404-264-5021 I Fax: 404-393-0617 Marquita joined Jefferies in early 2009. She has served asprimary financial analyst on over $10 billion of municipal bond transactions. Since joining Jefferies, Marquita has served on the senior management teams for the $89 million refunding for UCONN, the $35 million Howard County Housing Commission bonds, as joint -senior manager for the $118 million City of Jacksonville Capital Improvement refunding, the $242 million Orlando Utilities Commission refunding, and two financings on behalf of Columbia County (GA), to name a few. Prior to joining Jefferies, her senior managing financing experience includes: City of Atlanta Water & Wastewater (GA), State of Georgia, Columbia County (GA), State of Louisiana, Parish of East Baton Rouge, East Baton Rouge Sewerage Commission, City of Lafayette (LA), City of Lake Charles (LA), Bossier City (LA), Bossier Parish (LA), Lafayette Public Power Authority, Lafayette Utilities System, Louisiana Stadium & Exposition District, City of Clarksville (TN), and the District of Columbia. Marquita received her B.B.A. in Accounting from Howard University and is FINRA Series 7 and 63 licensed. Tamaa Patterson, Associate, Florida Banking Coverage I Orlando, FL I tpatterson@jefferies.com I Tel: 407-583- 0859 I Fax: 407-641.9856 Tamaa joined our Florida Public Finance Group in 2011 and has provided coverage and support for senior managed transactions for Miami -Dade County, the City of Jacksonville, and UCONN, Howard County Housing Commission, and as joint lead for Orange County School Board. Additionally, he provides coverage and support for our Southeast clients, which includes the Greater Orlando Aviation Authority, the Orlando -Orange County Expressway Authority, and the cities of Orlando, Tampa, and Atlanta, the counties of Miami -Dade, and Broward. Tamaa received his BA in Business Economics from Florida A&M University and is FINRA Series 7 and 63 licensed. UNDERWRITING, SALES AND TRADING, CREDIT ANALYSIS Jim McGinley, Managing Director and Head of Municipal Securities Markets NY, NY I jmcginley@jefferies.com I Tel: 212-336-7137 I Fax: 212-336-7255 200 South Orange Avenue, Suite 1440 Orlando, Florida 32801 407-583-0856 phone 14 Jefferies The City of Miami, Florida Response to Request for Qualifications # 521381 Jim McGinley joined Jefferies in 2010 bringing 20 years of municipal securities industry experience to the Firm. In his capacity of Head of Municipal Securities Markets, Jim oversees all municipal securities sales, trading, and underwriting. Prior to Jefferies, Jim worked at Barclays, where he was a Managing Director and ran municipal high grade, taxable and proprietary trading, as well as competitive bidding. Previously, he was a Senior Managing Director in Municipal Asset Management at Bear Stearns, a Managing Director in Portfolio Management at Blackrock and a First Vice President in Municipal Research and Risk Management at Prudential Securities. Jim received an M.B.A. from Rutgers University and a B.S. from Lehigh University. Roy Carlberg, Managing Director and Head of Long -Term Underwriting NY, NY 1 rcarlberg@jefferies.com I Tel: 212-336-7151 I Fax: 212-336-7255 Roy Carlberg, a nationally recognized municipal underwriter, joined Jefferies in March 2009. Prior to joining Jefferies, Roy spent 18 years at Bear Stearns as a Senior Managing Director overseeing the national municipal syndicate desk. At Bear Stearns, Roy had full responsibility for the firm's negotiated and competitive commitments. While at Jefferies, Roy has priced nearly $400 billion of fixed rate financings including over $50 billion of taxable fixed rate financings. Additionally, Roy has led the pricing for over $20 billion of Florida financings, as well as pricings for public power, housing, higher education, healthcare and other general governmental issuers. He believes in strong and effective pre - marketing and spending the time to communicate with all members of the management team in order to assure exceptional results for each issuer. Roy is a graduate of Bucknell University, majoring in economics and is FINRA Series 7, 53, and 63 licensed. Betty Infantes, Senior Vice President and Head of Short -Term Origination NY, NY I binfantes@jefferies.com I Tel: 212-336-7148 I Fax: 646-786-5453 Betty joined the Municipal Securities Group at Jefferies in April 2009 and has over 23 years of experience in underwriting and marketing municipal bonds beginning at J.P. Morgan in 1990 where she managed the VRDO remarketing portfolio from 2000 through 2008. She currently manages a portfolio of nearly $4 billion in variable rate securities at Jefferies, underwriting and trading short- term municipal products, both tax-exempt and taxable. Current assignments include the City of New York; the Metropolitan Transportation Authority; State of California; Texas Public Finance Authority; New York and Connecticut Housing Finance Authorities; CPS Energy San Antonio; and Massachusetts State Water Resource Authority, among others. Ms. Infantes graduated with a Bachelor of Arts from Montclair State University. Drew Levinson, Managing Director and National Sales Manager l NY, NY I dlevinson@jefferies.com Tel: 212-336-7124 I Fax: 646-786-5650 Drew Levinson joined Jefferies in 2005 and had previously worked for 25 years in municipal sales at Lehman Brothers. While there, he acted as institutional sales manager, managing a 23-person sales force and covering arbitrage accounts and many of the largest bond funds in the municipal bond industry. Drew received his B.A from the College of Wooster. Chris White, Senior Vice President - Credit Analysis - NY, NY I cwhite@jefferies.com Tel: 212-336-7107 I Fax: 646-786-5665 Christopher White is a Senior Vice President and municipal strategist in the Municipal Sales & Trading Division at Jefferies LLC where he focuses on health care, higher education and transportation sector analysis. Prior to joining Jefferies, Chris spent 11 years at Merrill Lynch and Bank of America in the public finance division where he was a credit research analyst and also provided banking coverage for municipal clients in New York. Prior to Merrill Lynch, Chris was a municipal credit analyst at Moody's Investors Service and spent seven years working in the government and non-profit sectors in New York City. Chris holds a Master of Public Finance from New York University where he was an adjunct professor for four years, and a B.A. with Honors from Hunter College. b.) For the Firm and for each employee of the Firm listed above (i.e. the primary account executive and public finance professionals assigned to the Engagement), a brief explanation of: (i) litigation pending or past judgments entered against the individual or his or her firm, because of an act or omission of such individual in 200 South Orange Avenue, Suite 1440 Orlando, Florida 32801 407-583-0856 phone 15 Jefferies The City of Miami, Florida Response to Request for Qualifications # 521381 a professional liability action, if any; and (ii) regulatory or criminal actions, proceedings or investigations to which the individual or the Firm has been subject over the last three years , whether or not the same has resulted in charges, convictions, suspensions or debarments (no page limit). Many aspects of our business involve substantial risks of regulatory and legal liability. Given the highly regulated nature of our business and industry, in the normal course of business, we are involved in a number of regulatory matters, including exams, investigations, and similar reviews, arising out of the conduct of our business. Settled regulatory matters are disclosed on our Form BD, which may found at http://www.finra.org/Investors/ToolsCalculators/BrokerCheck/index.htm. Similarly, in the normal course of our business, we have been named as defendants or codefendants in lawsuits involving claims for damages. Based on currently available information, however, we do not believe that any matter will have a material adverse effect on our financial condition, nor has any prior matter had a material adverse effect on our financial condition or otherwise resulted in significant reputational or franchise risk. c.) Documentation of the Firm's participation in the City's recent negotiated sale or negotiated sales of other municipalities in the State of Florida. Jefferies is actively building our footprint and since entering the Florida market just over six years ago, the Firm has participated in over $19 billion of negotiated transactions in the state. For the time period between 2012 and 2015 YTD, Jefferies is a Top 10 underwriter (by par amount) of negotiated transactions in Florida. In addition to being awarded leading roles for negotiated transactions, Jefferies supports Florida clients in competitive offerings. Jefferies is also a Top 10 underwriter for competitive transactions for the time period between 2012 and 2015 YTD. Since 2012, Jefferies has participated in over $1.1 billion of competitive transactions for Florida issuers. A deal list of Jefferies' Florida negotiated financing experience is provided at the end of Tab 6. A brief case study describing our recent senior managed transaction for Miami -Dade County Water and Sewer is provided below. $481,175,000 Miami -Dade County — Water and Sewer System Revenue Refunding Bonds Series 2015 Relevance to the City: Highlights Jefferies ability to market aggressively and attract investors during volatile market conditions. Overview: On May 1891 and 19t" of 2015, Jefferies served as senior manager for Miami -Dade County's $481 million Water and Sewer System refunding. The County advance refunded all of its callable Series 2007 and 2008C Bonds totaling $500 million and generated $29.5 million in present value savings or 5.91% of refunded par. Market Conditions: As with most refundings, the County's opportunity to advance refund the Series 2007 and 2008C Bonds was market sensitive. To maximize the call option on the Series 2007 and 2008C Bonds, the County Board approved a resolution to advance refund the bonds with a mandate that PV savings generated from the refunding equal or exceed 5% of the refunded par. Interest rates remained volatile in both the Municipal and Treasury markets. At the time Jefferies was awarded the deal in early March, AAA 10-year MMD and 10-year US Treasury ("UST") were at 1.91% and 1.92%, respectively. By May 15t", the Friday before pricing, 10-year MMD had increased 34 bps to 2.25%. 0n both May 18t" and May 19th, the retail pricing and the institutional pricing dates, respectively, rates increased another 4 to 7 bps in most maturities. In addition, the municipal calendar had high volume with $9 billion of transactions scheduled to price the same week as the County. Notable deals included: $1 billion Citizens Property Insurance (Florida), $453 million New York Municipal Water Finance Authority, and $224 million City of Los Angeles Wastewater. Marketing: Jefferies lead underwriter, Roy Carlberg, recommended that the County include an investor presentation as part of its marketing efforts. The investor presentation was important as it served to focus the investor's attention on four essential points: 1) the County's strong commitment to the Water and Sewer Department, 2) the manageable multiyear Capital Improvement Plan ("CIP"), 3) the County's strong management team, and 4) the $29 million of expected PV savings to be generated from the refunding. The investor roadshow was viewed by at least 31 potential investors. In addition to the investor roadshow, the County also conducted one-on-one calls with potential investors. Furthermore, going beyond the traditional method of providing the sales force with a Sales Point Memo, Jefferies also conducted an internal teach -in for the salesforce which was held in our New York Headquarters. MIAMI•DADE COUNTY 200 South Orange Avenue, Suite 1440 Orlando, Florida 32801 407-583-0856 phone 16 Jefferies The City of Miami, Florida Response to Request for Qualifications # 521381 Execution: Comparables for this transaction primarily fell into two categories, national Water & Sewer bond issuance and additional issuance by the County and other in -state issuers. As demonstrated in the adjacent chart, the prior week Miami -Dade County sold $197 million Sales Tax - Backed Transit System bonds (A1/AA/AA-) at spreads of MMD + 64 bps. Likewise, the County of Brunswick also sold $66 million W&S bonds (Aa3-/AA-) at spreads of MMD+41 bps. Our Desk believed it was imperative to demonstrate market leadership and differentiate the County's spreads from that of the competing Citizens transaction. As such, we recommended a retail release at spreads of MMD + 65 bps in the 10-year spot, which was 8 bps wider on a spread basis than the County's Al/AA/AA- Sales Tax Transit System bond sale, and 20 bps tighter than the expected spread range for the institutional pricing of the competing Citizen's . FL Catastrophe bonds. In order to attract retail investors, Jefferies offered a structure that included 3% coupons in 2019 and 4% coupons in years 2020 and 2021. The retail order period was well received by investors and generated approximately $292 million of retail orders with 95% of the orders placed by Jefferies. Further, Jefferies' placed a $133 million retail order from a single investor which was also a new investor to the County. While the County secured strong support during its retail order period, market dynamics began moving against the transaction. The AAA MMD scale was cut by 2 - 5 bps from the prior session and Citizens released its pre- marketing scale at spreads 20 bps wider than the. County's Water & Sewer scale. Despite the increase in MMD during institutional pricing, Jefferies' desk chose to hold yields and leveraged the substantial retail orders generated during the retail order period. Additionally, in the week following the transaction, spreads on secondary trading of the Water and Sewer bonds were wider than the institutional pricing spreads. The County's finance team indicated, in no uncertain terms, that they were impressed with our market leadership and willingness to hold spreads in challenging market conditions. Solo DT Issuer Credit Series 5/20/2015 ttey Fp 2015 5/14/2015 1e))6T 2015 5/14/2015 81os 3'dx-/ T'xanslt ._ 2015 5/21/2015 Indio 01ti060517Notic Water ABM. 5ax ,.W ..,. Water X - . Setter ri531$tre11iip ..v= 2015A-1 2015A Slzc (5MM) 481 66 Spend In Mb 1) (PI., coop,,. l,nule,00r) 5 10 +37 bps +62 bps +30 bps +34 bps 197 +34 bps +57 bps 60 +62 bps 700 +65 bps +90 bps 15 +4lbps +64 bps Miami -Dade e 0 MIA�MFG4oe Miami -Dade County, Florida ' Water and Sewer System Revenue Refuncfing Bonds, Series 2015 Spread Information (8ps)' 121.11 Yr. Maturity l Agg Par ($MM) i Retail: Inst. AdJ. 3 2018 13.505 +25 +20 -5 +20 -4 +31 4 2019 21.625 +35 +31 4 2019 1.050 +35 +31 -4 +31 Trade Data' AdJ. i 1 1 Wk. I Cling. Retail + 36 + 16 2020 21.845 + 40 + 37 - 3 + 37 2020 2.000 + 40 + 37 - 3 + 37 2021 23.640 +47 +44 -3 +44 2021 1.415 +47 +44 -3 +44 2022 26.325 + 53 + 50 -3 + 50 2023 85.985 + 57 + 54 -3 + 54 9 2024 90.210 + 61 + 58 - 3 + 58 10 2025 94,915 + 65 + 62 - 3 + 62 11 2026 98.660 + 68 + 65 - 3 + 65 Totals 481.175 :Footnotes: ' Reflects spread to Late -AAA MMD morning of pricing day for the Series 2015 Water and Sewer System Revenue. Bonds . z Spread to Late -MA MMD based on daily average in the 7 days after pricing Orders by Maturity I Underwriting 12.9 Ratings: Aa3/A+/A+ Priced: May 19, 2015 Subscription Levels. Inst. 1 Total . Uw. Bal. ' Retail I Inst. I Total 1 1.5 14.4 - 1.0X 0.1x 1.1x + 41 + 10 9.7 17.9 27.6 0.5x 0.8x 1.3x 1 + 41 + 10 1.1 1.1 1.0x 1.0x +46 +9 +46 +9 11.8 30.0 41.8 2.0 2.0 0.6x I.4x 1.9x 1.0x 1.0x + 49 + 5 24.3 1.0 25.3 1,0x 0.0x 1.1x + 51 + 7 1.4 - 1.4 - 1.0X - 1.0x + 53 + 3 22.4 4.0 26.4 - 0.9x 0.2x 1.0x , + 67 + 3 48.7 37.6 86.4 - 0.6x 0.4x 1.0x ; +69 +1 45.3 44.7 90.0 - 0.6x 0.5x 1.0x +63 37.8 58.7 96.5 - 0.4x 0.6x 1.0x 5/20/2015 + 66 + 1 74.6 63.9 138.3 0.8(. 0.6x 1.4x $292.0 $259.2 $551.2 $0.0 0.6x 0.5X 1.1X d.) Provide not less than a list of three (3) references within the past five (5) years for whom similar services were performed. Include the term of the contract, the compensation structures, and include the address, phone number(s) and contact persons within the organization. Jefferies is proud of our core fundamentals that provide for a client -focused platform with the horsepower to seamlessly and consistently execute for our clients. We believe that our firm is uniquely positioned to serve the City as a member of its senior management team given our creative and proactive underwriting and banking team. What sets Jefferies apart from our competitors is the individualized attention that we provide to our clients. We invite the City to contact the following references for independent confirmation of our high level of services. Miami -Dade County Miami -Dade County Frank Hinton, Director, Division of Bond Finance 111 NW 1st Street, Suite 2550 Miami, Florida 33128 305-375-5147, fphl@miamidade.gov Charles Parkinson, Senior Bond Analyst 111 NW Pt Street, Suite 2550 Miami, Florida 33128 305-375-5147, cpir@miamidade.8ov Term of Contract: Senior manager pool 2011 - present Compensation Structures: Jefferies was paid on a per bond Term of Contract: Senior manager pool 2011 - present Compensation Structures: Jefferies was paid on a per bond 200 South Orange Avenue, Suite 1440 Orlando, Florida 32801 407-583-0856 phone 17 Jefferies The City of Miami, Florida Response to Request for Qualifications # 521381 basis upon successful closing of the bond transaction. basis upon successful closing of the bond transaction. City of Orlando Dormitory Authority of the State of New York (DASNY) Christopher McCullion, Deputy CFO 400 South Orange Avenue Orlando, Florida 32801 407-246-2346, christopher.mccullion@cityoforlando.com Portia Lee, Managing Director- Public Finance 515 Broadway Albany, NY 12207 518-257-3362 , PLee@dasny.org Term of Contract: Senior manager pool 2013 — present Compensation Structures: Jefferies was paid on a per bond basis upon successful closing of the bond transaction. Term of Contract: Senior manager pool 2011 — present Compensation Structures: Jefferies was paid on a per bond basis upon successful closing of the bond transaction. e.) Relevant experience of the firm and the individuals assigned to the issuer, and the identification and experience of the individual in charge of the day-to-day management of the bond sale, including both the investment banker(s) and the underwriter(s). Experience of the Municipal Securities Group. Having grown our fixed rate underwriting volume to over $430 billion in just six years, Jefferies is a leading underwriter across various credit structures. Unlike most of our commercial bank competitors, as a true investment bank we compete only on the value of our underwriting expertise, our distribution strength, and our banking ideas. Some of the most selective issuers in the nation have responded positively to our approach by assigning us repeat engagements on their highest -profile issuances. For example, in 2013, Jefferies was promoted from the NYC Water underwriter pool NYC's top -tier GO pool. Jefferies is one of only six senior underwriters in the pool which is a powerful endorsement as the New York City GO program is recognized as one of the most challenging structuring and marketing assignments in our industry. Our strength as a leading investment bank is due to the innovative ideas, creative structuring, and aggressive underwriting practices of Jefferies' bankers and underwriters. Our City of Miami finance team is led by Rawn Williams, Managing Director, and Head of the Southeast Region. Over the past 23 years, Rawn has served the City in various capacities and has developed a unique understanding of the City's financial obstacles and objectives. From 1996 to 1997, Rawn co -led a Strategic Financial Consulting Team retained by the Executive Office of the Florida Governor and the Financial Oversight Board to advise the City with respect to its financial emergency. It was Rawn's responsibility to review, evaluate and comment on all financial and operational aspects of the Five -Year Recovery Plan presented by the City of Miami as well as to formulate and prepare five-year revenue, expenditure and cash flow projections. In 2002, Rawn served as senior manager on the City's first new money issuance after the City emerged from State oversight. At Rawn's recommendation, the 2002 Bonds were structured around existing General Obligation unlimited tax bonds, using capital appreciation and current interest bonds, to maintain the then current 1.218 mil debt service constraint. In addition to the 2002 financing, Rawn served as senior manager on $300 million of financings for the City, having senior managed five financings in 2009 alone for the City's Special Obligation, Parking System and Limited Ad Valorem transactions. Rawn is very familiar with the City's debt portfolio and the financial policies related to spending, reserves, long-term financial and capital planning, internal oversight and structurally -balanced budgets. His experience with the City will prove to be invaluable to the City on its future financings. Roy Carlberg, Managing Director and Head of Long -Term Underwriting, will manage any long-term fixed rate financings for the City. While at Jefferies, Roy has priced nearly $400 billion of fixed rate financings including over $50 billion of taxable fixed rate financings. Additionally, Roy has led the pricing for over $20 billion of Florida financings, as well as pricings for general obligation, non -ad valorem, parking, public power, housing, healthcare and other general governmental issuers. Below we have included two relevant case studies that highlight Jefferies', Rawn's, and Roy's banking and underwriting capabilities with issuers similar to the City of Miami. $85,010,000 City of Orlando — Capital Improvement Special Revenue Bonds Series 20148 and Series 2014C Relevance to the City: Highlights Jefferies willingness to commit capital on behalf of our clients. Overview: On October 16, 2014, Jefferies served as senior manager on the City of Orlando's $85.01 million Capital Improvement Special Revenue bond transaction. The Series 2014B Bonds were issued to provide funds for the acquisition, construction, equipping and installation of municipal capital improvements of the City. Rawn Williams served as the lead banker for this financing. Included in the capital improvements are a new Orlando Police Department headquarters facility, the relocation of a radio communications tower currently located at the existing Orlando Police Department headquarters facility, and a new Fire Station No. 2. Additionally, the bond proceeds will be utilized for various systems and lighting 200 South Orange Avenue, Suite 1440 Orlando, Florida 32801 407-583-0856 phone 18 Jefferies The City of Miami, Florida Response to Request for Qualifications it 521381 upgrades in municipal buildings to achieve energy efficiencies. The Series 2014C and 2014D Bonds were issued to currently refund all of the outstanding Series 2005A Bonds and advance refund all of the outstanding Series 2006A Bonds, respectively. The Series 2014 Bonds are limited obligations of the City payable from the covenant revenues and other legally available revenues of the City budgeted and appropriated and deposited into the funds and accounts established under the Covenant Ordinance. The Series 2014B new money bonds were structured to achieve a level debt service profile with a final maturity in 2046. The new money bonds issued to finance the police headquarters and fire station were financed over 30 years while the energy efficiency upgrades were financed over 15 years. The Series 2014C refunding bonds were structured to mirror the principal amortization structure of the refunded Series 2005A bonds. The Series 2014D refunding bonds were also structured to mirror the principal amortization structure of the refunded Series 2006A bonds. Thus, each series of refunding bonds was structured for uniform savings. Market Conditions: The transaction priced during a significantly volatile market. U.S. stocks had plummeted over 1,100 points over the course of several days. Just days prior to pricing, treasury and tax-exempt yields decreased well over 40 basis points. However, on the morning of pricing a jump in September US industrial production and comments from St. Louis Fed President Bullard that the FOMC should consider delaying the end to quantitative easing swiftly caused treasury prices to backpedal and stocks to rally. Meanwhile, investor interest in tax-exempt bonds came to a halt, specifically beyond ten years. Essentially the market shut down and investors provided no liquidity beyond ten years which was previously where demand was most prevalent as investors searched for yield. Investors were overwhelmed by the sticker shock of how low rates had declined and how quickly they got there and decided to take a pause and sit on the sidelines. Execution: Jefferies' underwriting desk, led by Roy Carlberg, had already put the transaction in the market at aggressive rates as market conditions were deteriorating and was able to get orders in the first 10 years. To support the City and help it to achieve its refinancing and financing goals, Jefferies underwrote approximately $49 million in bonds despite the volatility and uncertainty in the market. As a result, the City achieved present value savings 50% greater than the savings reported at our initial working group meeting. $295,065,000 The City of Austin, Texas — Public Improvement and Refunding Bonds, Series 2015 Relevance: Highlights Jefferies' recognition for thorough and consistent client coverage. Roy Carlberg, Head of Long-term Underwriting and Bill Torsiglieri, Head of Quantitative Analysis worked on this transaction. Overview: On September 9, 2015 Jefferies served as senior manager for the City of Austin's $295,065,000 new money and refunding General Obligation issuance. The transaction included the sale of three different series with varying structures: Public Improvement Bonds, Certificates of Obligation and Public Property Finance Contractual Obligations. Jefferies was chosen out of rotation by the City due to our consistent coverage and periodic updates. Market Conditions: Leading up to the week of pricing, the market was choppy with MMD widening by 5 basis points, in the 3.0 year maturity, over the prior week. Execution: Despite challenging market conditions, Jefferies committed over $43 million of its own capital to underwrite the City's bonds without increasing yields. We believe this is a testament to the strength of the City's credit and reflects the confidence of our underwriting desk and salesforce who demonstrated leadership in an uncertain market. $800,050,000 The City of New York — General Obligation Refunding Bonds Fiscal 2014 Series G and H Relevance: Highlights Jefferies recognition for its structuring expertise and aggressive underwriting. Roy Carlberg, Head of Long-term Underwriting and Bill Torsiglieri, Head of Quantitative Analysis worked on this transaction. We believe this is a powerful endorsement of Jefferies' abilities as New York City is recognized as one of the most challenging structuring and marketing assignments in our industry. Overview: Jefferies was the only new firm added as one of the book -running senior managers for New York City's GO program in 2013. 200 South Orange Avenue, Suite 1440 Orlando, Florida 32801 407-583-0856 phone 19 Jefferies The City of Miami, Florida Response to Request for Qualifications # 521381 Market Conditions: The deal priced in December of 2013 during a period of particularly heavy NY volume. The structuring effort required seem -less coordination between banking and underwriting to aggressively price the bonds and structure a $100 million upsizing without hurting yields. Execution: The marketing plan focused on selling the City's bonds early in the week of December 13, drawing in strong retail participation, and leveraging that demand to tighten spreads. In delivering the pricing, we received $193 million of retail orders largely from "mom and pop" investors. Given the heavy supply that week, and the relative under -representation of professional retail orders, Jefferies made a recommendation to adjust pricing to the level needed to generate demand and then tighten spreads based on the order book. The institutional order period generated broad investor demand but was somewhat uneven across maturities. As a result, Jefferies underwrote $141.8 million of bonds and tightened yields by 2bps in several maturities. f.) A description of the firm's bond distribution capabilities including the experience of the individual primarily responsible for underwriting the proposed bonds. The firm's ability to access both retail and institutional investors should be described. The strength of Jefferies' distribution capabilities can be credited to the size and experience of our underwriting, sales, and trading team coupled with the depth and breadth of our investor relationships. As previously stated, Roy Carlberg, Managing Director and Head of Long -Term Underwriting, will manage any long-term fixed rate financings for the City from our New York Office. While at Jefferies, Roy has priced nearly $400 billion of fixed rate financings including over $50 billion of taxable fixed rate financings. Additionally, Roy has Led the pricing for over $20 billion of Florida financings, as well as pricings for general obligation, non -ad valorem, parking, public power, housing, healthcare and other general governmental issuers. Roy has senior managed some of the largest transactions on Wall Street. For example, Roy led the pricing efforts for the State of Connecticut's $2.4 billion pension financing and the State of Illinois' $10 billion pension financing. Furthermore, Roy priced a $1.8 billion GO refunding for the State of Illinois that received several accolades for its successful execution. Roy will be supported by 3 additional underwriters, a 12 member sales team, and 3 team members dedicated to credit strategy. Altogether, Jefferies has 19 professionals ready to focus on any City of Miami transaction. Not only does Jefferies possess one of the largest distribution networks in municipal finance, our team of leading market makers has an average of over 20 years of experience. As such, few firms can deliver the richness of account relationships offered by Jefferies. We believe that Jefferies' unmatched size, experience, and relationships are extremely important for an issuer like the City. As the City seeks to enter the market for the first time since 2012, Jefferies' sales and distribution capabilities are uniquely suited to deliver superior market execution for the City. Jefferies' Institutional Distribution Platform. Jefferies' key competitive advantages in the institutional distribution of tax-exempt and taxable securities lie in the size, breadth and reach of our sales force. Tax -Exempt Distribution Capabilities. The cornerstone of Jefferies' distribution network is our institutional sales force, covering both municipal and corporate accounts. With 12 salespeople dedicated to the buying and selling of municipal securities, our sales force is among the largest on Wall Street. We are also among the most experienced, with an average of 20 years of experience. Our sales force provides unparalleled access to a broad array of accounts, covering approximately 1,100 portfolios holding over $1 trillion in municipal assets. Jefferies Unique Distribution Channels. The coverage of institutional accounts by most firms is typically limited to 100 "top tier" buyers. As other major firms have begun to pull back their coverage to only a small subset of these larger accounts, Jefferies continues to recognize the value of liquidity and coverage provided to Tier 1 accounts, as well as to smaller buyers — these Tier 2 and 3 accounts represent an important yet untapped investor segment for most issuers. Currently, 25% of our sales volume comes from Tier 2 and Tier 3 coverage. Jefferies will leverage its relationships with the middle market accounts to bring new investors and expand the City's bond distribution in order to create greater demand for the bonds. Taxable Distribution Capabilities. In addition to having one of the largest dedicated municipal sales forces, Jefferies also has one of the largest investment grade corporate taxable sales forces on Wall Street, covering nearly 3,000 domestic and international accounts. Like our municipal sales force, Jefferies' corporate sales force has always and continues to focus exclusively on the cash market (i.e., bonds as opposed to derivatives). This focus has resulted in our sales force being among the most active and successful on Wall Street in recent years. We trade over $200 billion annually and routinely account for 5%-8% of all corporate high grade trades as measured by TRACE, the corporate equivalent of the MSRB reporting system. 200 South Orange Avenue, Suite 1440 Orlando, Florida 32801 407-583-0856 phone 20 Jefferies The City of Miami, Florida Response to Request for Qualifications # 521381 Retail Distribution Capabilities. With eight Wealth Management offices located nationwide, including our recent opening of Jefferies' Miami Wealth Management Office, Jefferies has an extensive network with access to retail investors. Our Wealth Management Group comprises more than 50 registered representatives with $7 billion of assets under management. We continue to believe that accessing the retail investor base is an important component of a successful transaction, as maximizing retail is a proven method to capitalize on the short end of the yield curve (1-10 years), establish price discovery, and leverage institutional business. Historically, issuers have looked for firms with a large retail presence to assist in the distribution to individual retail investors. In today's market, however, traditional "mom-and-pop" retail is not the driving force; rather, retail proxies (i.e., asset managers, investment advisors) are the high impact participants. Over 50% of retail orders for primary market transactions are generated by retail proxies (professional retail) in the current market. These professional managers make investment decisions for a myriad of individuals and represent an extremely cost-effective distribution platform for issuer clients. Given our deep historical relationships with retail proxies, we are better positioned than our competitors to deliver cost-effective retail distribution. Retail Distribution Agreement: Exclusive Alliance with E*TRADE. Jefferies has entered into an agreement with E*TRADE Securities LLC ("E*TRADE") for the retail distribution of municipal securities. As part of this alliance, when Jefferies serves as underwriter for the City's bond offerings, retail customers of E*TRADE may place orders for bonds through Jefferies. The E*TRADE platform has one of the largest concentrations of self -directed retail investors, but has historically had limited access to the municipal new issue market. With $299 billion in total customer assets and 3.2 million brokerage accounts as of 3/31/2015, the E*TRADE retail network represents a large pool of potential investors which can facilitate retail investor participation in bond offerings where Jefferies is involved. Through this exclusive alliance, E*TRADE's customers will have the opportunity to participate in new issue offerings made available by Jefferies and its leading municipal securities platform. Secondary Market Trading. Jefferies is one of the most active traders in the secondary market for municipal securities. Jefferies employs nine traders dedicated to municipal securities, each of whom has a particular focus and each of whom bolsters our distribution capabilities in his/her own unique way. We would argue that Jefferies' trading operation is best -in -class in the municipal business, which directly benefits municipal issuers in the primary market. Investors who purchase municipal paper in the primary market rely on the existence of a secondary market to provide liquidity for their investments. Therefore, it is imperative that the City's underwriting team consist of firms like Jefferies that are committed to making a secondary market in the City's bonds. Also, Jefferies' significant presence in the secondary market makes us acutely aware of where securities should price in the primary market. 200 South Orange Avenue, Suite 1440 Orlando, Florida 32801 407-583-0856 phone 21 Jefferies Jefferies' Negotiated Florida Financings January 1, 2009 - December 1, 2015 Sale Date 11/06/15 11/06/15 10/30/15 10/30/15 10/01/15 07/08/15 07/08/15 06/10/15 06/10/15 05/21/15 05/21/15 05/21/15 05/21/15 05/21/15 05/20/15 04/29/15 04/29/15 02/26/15 02/20/15 01/22/15 12/10/14 12/03/14 12/03/14 10/17/14 06/26/14 06/05/14 05/15/14 05/07/14 05/07/14 03/28/14 03/19/14 03/13/14 03/06/14 02/26/14 01/16/14 08/14/13 08/14/13 07/26/13 07/26/13 07/19/13 06/07/13 04/26/13 04/10/13 01/25/13 01/18/13 11/30/12 11/30/12 11/29/12 11/20/12 11/16/12 11/16/12 09/20/12 09/20/12 08/21/12 08/21/12 08/02/12 07/30/12 07/20/12 07/18/12 07/16/12 07/13/12 06/20/12 06/13/12 06/13/12 05/17/12 05/17/12 03/28/12 02/24/12 01/26/12 Issuer UCF Stadium Corporation UCF Stadium Corporation Broward Co -Florida Broward Co -Florida Greater Orlando Aviation Auth Jacksonville Electric Authority Jacksonville Electric Authority Miami -Dade Co -Florida Miami -Dade Co -Florida Florida Citizens Prop Ins Corp Florida Citizens Prop Ins Corp Florida Citizens Prop Ins Corp Florida Citizens Prop Ins Corp Florida Citizens Prop Ins Corp Miami -Dade Co -Florida Jacksonville Electric Authority Jacksonville Electric Authority Jacksonville Electric Authority Osceola Co -Florida Orange Co School Board Orange Co School Board Miami -Dade Co -Florida Miami -Dade Co -Florida Orlando City -Florida Jacksonville Electric Authority Jacksonville Electric Authority Jacksonville Electric Authority Miami -Dade Co -Florida Miami -Dade Co -Florida Orlando City -Florida Orange Co School Board Miami -Dade Co -Florida Jacksonville Electric Authority Sunshine State Govt Fin Commiss Jacksonville Electric Authority Jacksonville Electric Authority Orange Co School Board Jacksonville Electric Authority Jacksonville Electric Authority Miami -Dade Co -Florida Jacksonville Electric Authority Jacksonville Electric Authority Florida Hurricane Catastrophe Fin Jacksonville Electric Authority Jacksonville Electric Authority Miami -Dade Co -Florida Miami -Dade Co -Florida Jacksonville City -Florida Orlando Utilities Commission Jacksonville City -Florida Jacksonville City -Florida Broward Co -Florida Broward Co -Florida Jacksonville Electric Authority Jacksonville Electric Authority Jacksonville Electric Authority Jacksonville Electric Authority Mlaml-Dade Co -Florida Jacksonville Electric Authority Jacksonville Electric Authority Gainesville City -Florida Florida Citizens Prop Ins Corp Florida Citizens Prop Ins Corp Florida Citizens Prop Ins Corp Broward Co -Florida Broward Co-Florlda Orange Co School Board Hillsborough Co School Board Jacksonville Electric Authority Issue Description Refunding Revenue Bonds Refunding Revenue Bonds Airport System Revenue Bonds Airport System Rev & Ref Bonds Airport Facilities Revenue Bonds Electric System Revenue Bonds Electric System Revenue Bonds Aviation Revenue Refunding Bonds Aviation Rev & Ref Rev Bonds Coastal Account Sr Secured Bonds Coastal Account Sr Secured Bonds Coastal Account Sr Secured Bonds Coastal Account Sr Secured Bonds Coastal Account Sr Secured Bonds Water & Sewer Sys Rev Ref Bonds Refunding Revenue Bonds Refunding Revenue Bonds Electric System Revenue Bonds Sales Tax Revenue Bonds Certificates of Participation Certificates of Participation Aviation Revenue Refunding Bonds Aviation Revenue Refunding Bonds Cap Imp Special Rev & Ref Bonds Water & Sewer System Rev Bonds Revenue Bonds Revenue Bonds Seaport Revenue Bonds Seaport Revenue Bonds Revenue Bonds Certificates of Participation Aviation Revenue Refunding Bonds Bulk Power Supply Sys Rev Bonds Revenue Bonds Electric System & Sub Rev Bonds Electric Sys & Sub Revenue Bonds Certificates of Participation Water & Sewer System Rev Bonds Water & Sewer Sys & Sub Rev Bonds Water & Sewer Sys Rev & Ref Bonds District Energy Sys Ref Rev Bonds Electric Sys Revenue & Sub Bonds Revenue Bonds Electric Sys & Sub Revenue Bonds Electric System Sub Rev Bonds Aviation Revenue Refunding Bonds Aviation Revenue Refunding Bonds Capital Imp Ref Revenue Bonds Utility System Revenue Ref Bonds Special Revenue Refunding Bonds Special Revenue Refunding Bonds Airport System Revenue Bonds Airport System Revenue Bonds Power Park Sys Ref Rev Bonds Power Park Sys Ref Rev Bonds Electric System Revenue Bonds Electric System Sub Rev Bonds Transit Sys Sales Surtax Rev Bond Water & Sewer Sys Sub & Rev Bonds Revenue Bonds Utilities System Revenue Bonds Senior Secured Bonds Senior Secured Bonds Senior Secured Bonds Airport System Revenue Ref Bonds Airport System Revenue Ref Bonds Certificates of Participation Ref Certificates of Participation Water & Sewer Sys Rev & Sub Bonds Series Series 2015 B Series 2015 A Series 2015 B Series 2015 A & C Series 2015 A Series Three 2015 B Series Three 2015 B Series 2015 B Series 2015 A Series 2015 A-1 Series 2015 A-1 Series 2015 A-1 Series 2015 A-1 Series 2015 A-2 Series 2015 Issue 2 Series 27 Issue 2 Series 26 Series Three 2015 A Series 2015 A Series 2015 D Series 2015 C Series 2014 B Series 2014 A Series 2014 B-D 2014 Series A Issue 3 Series Eight Issue Three Ser 7 Series 2014 B Series 2014 A Series 2014 A Series 2014 A Series 2014 Series 2014 A Series 2011 B & C- 1 Series Three & 2014A Ser Three 2013 C & D Series 2013 A 2013 Series B 2013 Series A Series 2013 A & B 2013 Series A Ser Three 2013 B & C Series 2013 A Ser Three 2013 A & B 2013 Series A Series 2012 B Series 2012 A Series 2012 Series 2013 A Series 2012 E Series 2012 C & D Series 2012 Q-2 Series 2012 Q-1 Issue Two Ser 25 Issue Two Ser 25 Series Three 2012 B 2012 Series B Series 2012 2012 Series B Issue Three Ser Six 2012 Series A Series 2012 A-3 Series 2012 A-2 Series 2012 A-1 Series 2012 P-2 Series 2012 P-1 Series 2012 B Series 2012 A 2012 Series A Par ($ mils) Jefferies Role 10.250 Co -manager 33.995 Co -manager 9.575 472.620 214,450 Co -manager Co -manager Co -manager 9.150 Co -manager 33.205 Co -manager 38.500 Co -senior Manager 498.340 Co -senior Manager 50.000 Co -manager 150.000 Co -manager 225.000 Co -manager 275.000 Co -manager 300.000 Co -manager 481.175 Senior Manager 7.155 Co -manager 65.970 Co -manager 83.325 Co -manager 58,660 Co -manager 114.170 Co -manager 132.340 Co -senior Manager 162.225 Co -manager 598.915 Co -manager 85.010 Senior Manager 300.200 Co -manager 63.925 Co -manager 88,790 Co -manager 20.150 Co -senior Manager 181,320 Co -senior Manager 236.290 Co -manager 63.840 Co -manager 328.130 Co -manager 72.460 Senior Manager 57.000 Co -manager 287.920 Co -manager 197.165 Co -manager 19.290 Co -manager 29.710 Co -manager 173.925 Co -manager 492.665 Co -manager 43.330 Co -manager 96,225 Co -manager 2,000.000 Co -manager 203,255 Co -manager 59.330 Co -manager 106.845 Co -manager 669.670 Co -manager 118.005 Co -senior Manager 241.925 Senior Manager 34.340 Co -manager 195.820 Co -manager 105.710 Co -manager 515,620 Co -manager 3.455 Co -manager 81.680 Co -manager 140.640 Co -manager 109.605 Co -manager 537.210 Co -manager 178.365 Senior Manager 121.475 Co -manager 81.860 Co -manager 200.000 Co -manager 200.000 Co -manager 1,100.000 Co -manager 92.775 Co -manager 217.080 Co -manager 78.730 Co -manager 124.565 Co -manager 354,875 Co -manager 01/17/12 01/05/12 12/09/11 09/20/11 09/20/11 11/10/10 11/10/10 11/10/10 05/13/10 04/01/10 04/01/10 03/24/10 03/24/10 03/24/10 12/09/09 09/23/09 08/18/09 06/03/09 06/03/09 01/08/09 Jacksonville Electric Authority Orange Co School Board Orlando Utilities Commission Jacksonville Electric Authority Jacksonville Electric Authority Gainesville City -Florida Gainesville City -Florida Gainesville City -Florida Florida Hurricane Catastrophe Fin Greater Orlando Aviation Auth Greater Orlando Aviation Auth Florida Citizens Prop Ins Corp Florida Citizens Prop Ins Corp Florida Citizens Prop Ins Corp Greater Orlando Aviation Auth Greater Orlando Aviation Auth Broward Co -Florida Greater Orlando Aviation Auth Greater Orlando Aviation Auth Florida Water Pollution Fin Corp Electric System Sub Rev Bonds Certificates of Participation Utility System Revenue Ref Bonds Refunding Revenue Bonds Refunding Revenue Bonds Utilities System Revenue Bonds Utilities System Revenue Bonds Utilities System Revenue Bonds Revenue Bonds Airport Facilities Revenue Bonds Airport Facilities Ref Rev Bonds High -Risk Acct Sr Secured Bonds High -Risk Acct Sr Secured Bonds High -Risk Acct Sr Secured Bonds Airport Facilities Revenue Bonds Special Purpose Facs Rev Bonds Airport System Revenue Ref Bonds Airport Facilities Ref Rev Bonds Airport Facilities Ref Rev Bonds Water Pollution Control Rev Bonds 2012 Ser A & Three Series 2012 A Series 2011 C Issue 2 Series 24 Issue 2 Ser 23 & 24 2010 Series A 2010 Series C 2010 Series B Series 2010 A Series 2010 A Series 2010 B Series 2010 A-3 Series 2010 A-2 Series 2010 A-1 Series 2009 C Series 2009 Series 2009 0 Series 2009 B Series 2009 A Series 2008 A 174.880 Co -manager 56.445 Co -manager 86.450 Co -manager 7.935 Co -manager 357.475 Co -manager 12.930 Co -manager 16,365 Co -manager 132.445 Co -manager 675.920 Co -manager 79.705 Co -manager 84.105 Co -manager 350.000 Co -manager 500.000 Co -manager 1,550.000 Co -manager 87.110 Co -manager 62.800 Co -manager 101.140 Co -manager 11,275 Co -manager 98,550 Co -manager 250.000 Co -manager Total $19,429.730 The City of Miami, Florida Response to Request for Qualifications # 521381 TAB — 7. UNDERSTANDING OF CITY: a.) Describe the Firm's understanding of the City's financial situation, including ideas on how the City should approach its current financing issues, such as bond structures, credit rating strategies and investor marketing strategies (limit to two pages). Overview of the City's Financial Situation. Jefferies is intimately familiar with the City's financial condition having actively covered the City for over 20 years. In 1996, when an oversight board was created to monitor the financial affairs of the City, Rawn Williams, while at a prior firm, co -led a Strategic Financial Consulting Team ("Team") retained by the Executive Office of the Florida Governor and the Financial Oversight Board to advise the City with respect to its financial emergency. It was Rawn's responsibility to review, evaluate and comment on all financial and operational aspects of the 5-Year Recovery Plan presented by the City as well as to formulate and prepare 5- year revenue, expenditure and cash flow projections. Working with the Team, the City's Oversight Board was able to successfully address the $68 million budget deficit in fiscal year 1997. The City's bonds were subsequently upgraded to the investment grade category by Moody's and Fitch. Despite the SEC investigation and subsequent Cease and Desist order related to securities law violations, the City was able to recover and successfully access the capital markets. A true testament of the City's recovery was its bond transactions post -financial emergency. After 7 years without bond issuance, the City came to market with two refunding transactions and one new money transaction in 2002. Rawn Williams served as senior managing underwriter on the new money transaction and assisted the City in structuring the bonds around existing debt service, using capital appreciation and current interest bonds to maintain the then current 1.218 mil debt service constraint. Rawn continued providing the City with investment banking coverage and senior managed nearly $300 million of bonds for the City between 2002 and 2010. Despite significant growth and financial stabilization following the 1996 financial emergency, the City was hit hard by the credit crisis of 2008, resulting in property revenue declines related to the housing crisis. The City's $141 million reserve fund in 2003 had dwindled to $10 million by 2010. Declaring financial urgency in three consecutive years starting in 2010 allowed the City to reduce its expenses to minimize budget deficits and recover from the credit crisis. As of 2015, the City's economy has mounted a robust comeback. The full value of property in the City has grown to $46.1 billion in 2014. Figures indicate three successive years of increase, which has been partly boosted by international investment. The City has also experienced four consecutive years of General Fund surpluses; another clear indication of the City's rebound from the recent economic downturn. As of the fiscal year end for 2014, the General Fund had a surplus of $36.96 million thereby increasing the General Fund balance to over $112 million. The upward trends are expected to continue given the many new construction projects underway which includes the Miami Worldcenter. Notwithstanding the City's financial recovery post -credit crisis, the City is faced with a series of contingent liabilities associated with outstanding litigation including a SEC lawsuit alleging securities fraud, a SEC investigation for bonds sold in 2010 to finance parking garages for the Miami Marlins baseball stadium, and a legal challenge involving the City's use of Florida's financial urgency laws. We will discuss these challenges in more detail in our response to Question 7b, along with our view on how these challenges will affect potential City financings in the near term. Jefferies is highly qualified to assist the City in developing a customized financing, marketing and disclosure strategy in the face of the City's various challenges. In addition to Rawn's direct experience with the City, Jefferies has a track record of bringing transactions to market for issuer's facing legal and/or financial challenges such as the State of Illinois (pension underfunding) and the US Virgin Islands (lack of recent audited financials) as more fullydescribed in our response to Question 7b. New Money/Refinancing Opportunities. Per the City's proposed FY 2015-2016 six -year capital plan, we understand that the City has approximately $1 billion in capital needs to be funded through 2021. Of that amount $604 million will be funded via pay -go and grants, with no additional new money debt planned. Approximately $447 million of the capital plan is currently unfunded. Jefferies has thoroughly reviewed the City's existing debt profile for debt cost reduction opportunities. As highlighted in the chart, assuming interest rates and credit spreads as of December 9, 2015, the City could realize up to $13 million in present value savings by refunding $135 million of its outstanding bonds. Refunded Par Limited Ad•aalorem Special obligation $135,315,000 Homeland Defense Street and Sidewalk ' $57,636,000 $63,595,000 $14,085,000 Refunded Bonds Series 2002 (2017-2021) Series 2007 (2023-2028) Series 2007 (2019-2037) Series 1995 (2017-2020) Refunded Coupons 4,500%-5,000% 4,250%-5.250% 7.200% Refunding Bonds $61,995,000 $61,060,000 $14,635,000 $127,690,000 Refunding Yields 0,082%-2.920% 0.910%-3,600% 2.220%-3.660% All -in TIC 2.893% 3.715% 3.63% Arbitrage Yield 2.669% 3,162% 3,31% EnoroW Yield 0.680% 0.886% N/A Average Life (Years) 8.49 13.23 3.29 PV Savings ($) PV Savings (%) $7,274,723 $4,220665 12:621S 664/ � . 200 South Orange Avenue, Suite 1440 Orlando, Florida 32801 407-583-0856 phone 22 Jefferies The City of Miami, Florida Response to Request for Qualifications # 521381 Credit Rating Strategy. As previously mentioned the City has emerged from the financial downturn and is showing signs of substantial stability achieved primarily through the recovery of the City's real estate industry, proactive new finance staff and disciplined cost cutting measures. In particular, we believe that the bolstering of reserves has been viewed very favorably by the rating agencies. As a result, each rating agency upgraded the City's GO and other debt. Moody's, S&P and Fitch rate the City's GO debt "Al," "A+," and "A+," respectively, each with a stable outlook. The limited ad valorem and non -ad valorem special obligation bonds are rated one notch below the GO ratings for both Moody's and S&P. However, Fitch rates the City's various limited ad valorem and non -ad valorem special obligation bonds anywhere from "A-" to "A+". The City's debt and contingent liability position continues to remain a credit concern by each rating agency. The rating agencies' weak view of the debt position is largely related to the City's sizeable pension and OPEB Liabilities. While the liabilities are sizeable, the City should focus the rating agencies' attention on the City's commitment to change its pension and OPEB plans to produce costs savings. This should be noted as a long-term strategy. City Miami Ft Lauderdale Tampa Orlando Atlanta Moody's Rating (Senior Most TaxBacked) Al Aa1 Aa1 Aa1 Aa2 Outlook Stable Stable No Outlook Stable Positive k%naucial Data : Debt Statistics & Ratios (2014) Direct Net Debt Outstanding ($000) 768,552 371,159 368,387 428,799 498,925 Overall Net Debt Outstanding ($000) 1,082,619 894,074 963,269 759,131 935,988 Direct Net Debt as % of Full Value 1.7 1,1 1.2 1.4 0.8 Direct Net Debt Per Capita ($) 1,840 2,164 1,072 1,677 1,114 Financial Data : ldnancial Statistics & Ratios (2014) Total General Fund Revenues ($000) 569,457 291,356 322,639 363,638 538,053 General Fund Balance as % of Revenues 19.7 18.4 19,3 24.3 26,4 Total Operating Funds Revenues ($000) 668,238 334,164 390,536 418,162 593,536 Operating Funds Balance as %ofRevenues 38.4 27.6 35,6 33.9 86.8 Financial Data: Governmental Activities Statistics and Ratios (2014) Operating Revenues ($000) 752,091 344,229 420,708 400,784 797,845 Operating Expenses ($000) 686,059 302,605 435,873 417,642 849,730 Operating Surplus (Deficit) ($000) 66,032 41,624 -15,165 -16,858 -51,885 Total Current Assets ($000) 604,771 294,919 308,276 646,873 639,228 Net Pension Obligation (Including Current Portion) ($000) 4,599 N/A 1,623 N/A N/A Net OPEB Obligation (Including Current Portion) ($000) 255,823 6,907 20,492 N/A 215,106 Other Non -Current Liabilities ($000) 241,276 49,593 29,132 69,631 58,374 3-Year Avg ofMoody's ANPL/Full Value 4,1 2.1 3.0 2.4 4.2 3-Year Avg of Moody's ANPL/ Operating Revenues 2.8 2.1 2.4 1.7 4.1 Net Assets ($000) 412,208 421,183 881,104 560,637 332,419 Demographic Statistics Population 2010 Census 399,457 165,521 335,709 238,300 420,003 Population 2000 Census 362,470 152,397 303,447 185,951 416,474 Population % Increase 2000-2010 10% 9% 11% 28% 1% Median Family Income - Estimate (2012 ACS) 34,557 59,879 52,486 48,484 56,557 Median Home Value - Estimate (2012 ACS) 235,800 265,200 173,500 181,900 219,900 In order to maintain the positive momentum and trajectory of its credit ratings, Jefferies recommends that the City continue to focus on key financial metrics utilized by the agencies to assign the ratings and continue to work to strengthen those levels to AA median Levels. The table above provides a summary of the City's financial metrics as compared to other comparable AA issuers in Florida and the southeast. As highlighted, the City's statistics are strong when compared to many of its higher rated peers. While another upgrade in the near -term, in our view, is not highly probable, focusing on improving key metrics such as debt levels corresponding amortization schedules, as well as plans for reducing unfunded pension liabilities would proactively position the City to make a strong case for an upgrade to the AA category over the medium -term. Investor Marketing. As the City's senior managing underwriter, Jefferies will implement a targeted investor marketing strategy to distribute the City's bonds. Our strategy is twofold: (1) educating investors and (2) reaching the maximum number of investors. We recommend the City develop a NetRoadshow that directly addresses the significant financial recovery of the City and the pending SEC litigation. Potential outcomes of the litigation will be helpful for investors as we more fully discuss in our response to Question 7b. The roadshow presentation can be pre-recorded by representatives from the City. Further, the City should consider hosting a mini investor conference (including lunch or dinner meetings) in New York and/or Miami for interested investors. We believe many investors will be interested in such a forum given the City's credit history and lack of public market presence since 2012. Further, this will give the City an opportunity to showcase its new financial management staff to prospective investors. Additionally, one-on-one follow-up investor calls could prove beneficial as investors can ask the questions that they would not ask in an open forum. In our response to Question 7b, we discuss how our firm will leverage our Credit, Strategy & Analysis team to enhance our investor marketing strategies. In addition to investor roadshows and one-on-one meetings, many issuers have established investor relations programs that utilize: investor conferences, investor websites, internet banner ads, radio advertisements, and newspaper advertisings. While we do not suggest the City invest in all of the methods stated, we would recommend that the City establish and maintain constant investor communication. The City's current website is an excellent medium to keep investors informed concerning its current financial status and its pending litigation with the SEC. In this age of transparency, many issuers have added Transparency and/or Investor Relations links to their websites to provide quick and streamlined access to important information. We would encourage the City to consider implementation of such programs under the guidance of its disclosure counsel. 200 South Orange Avenue, Suite 1440 Orlando, Florida 32801 407-583-0856 phone 23 Jefferies The City of Miami, Florida Response to Request for Qualifications # 521381 b.) Describe the Firm's understanding of the City's local political, economic, legal and other issues that may affect the proposed financing (limit to two (2) pages). As mentioned, the City is faced with a series of contingent liabilities associated with outstanding litigation including an SEC lawsuit alleging securities fraud, an SEC investigation for bonds sold in 2010 to finance parking garages for the Miami Marlins baseball stadium, and a legal challenge involving the City's use of Florida's financial urgency laws. The SEC filed a lawsuit against the City and the City's former budget director, charging them with securities fraud for making misrepresentations in connection with three 2009 bond offerings totaling $153.5 million. The SEC action seeks a court order commanding the City to comply with the 2003 cease -and -desist order and a permanent court injunction from violating several rules of the Exchange Act. Additionally, the SEC is seeking financial penalties. This contingent liability presents a potential challenge in marketing and distributing the City's bonds as the risk associated with the outcome is not quantifiable. However, Jefferies does not believe that the challenge is insurmountable. Jefferies is well suited to develop a "credit story" for the City and have meaningful conversations with investors regarding the City's finances and contingent liabilities. As senior manager for the City, our team will work with the City and its legal team to develop a comprehensive and convincing narrative. Formulating the narrative is a critical component of the overall marketing plan because the narrative will set the tone for the investor's assessment of the City. Although the City has received recent upgrades from the rating agencies, negative headlines surrounding alleged securities fraud will need to be handled with skill, Jefferies suggests that the City develop a narrative that addresses any investor concerns while reinforcing the City's recent financial and political improvements. The goal is to accentuate the positive. In developing our recommendations for the City, we consulted our credit team on investor strategy. Our Credit Strategy and Analysis team led by Chris White is comprised of individuals with rating agency and buy -side credit experience. As a prerequisite to entering the capital markets with a broad distribution to retail and institutional investors, our credit team believes the City will also need better clarity on the possible outcome of its SEC litigation. Investors will look to the City for more specificity regarding the magnitude of potential fines and measures that the City is taking to insulate its finances against an adverse judgment. Once the City develops a parameter of likely consequences that can be communicated to the investor community, we believe the City can broadly access the capital markets. In evaluating possible outcomes, we encourage the City to consult with its counsel to identify other historical instances of municipal securities fraud and the outcome of each case. Jefferies can assist in this process. Historical precedents will be helpful in discussions with investors regarding the City's SEC case. We would expect that the City can narrow the potential outcomes to conclude that monetary penalties should not adversely affect the financial condition of the City and affirm that the City will comply with any SEC orders pursuant to a final adjudication. If the City is unable to quantify the possible litigation outcomes, the City should consider limiting the distribution of its bonds to Qualified Institutional Buyers (QIBs) similar to the 2012 transaction. These investors are more sophisticated and can perform their own risk assessment based on the City's current legal exposure. In any case, Jefferies credit team will work with the City and its legal team to develop a focused message for the investor community. We will help investors understand the contingent liabilities, potential outcomes and resulting impact. Jefferies has significant experience working with issuers that are dealing with credit challenges in the midst of a financing process. As an example, in 2011 Jefferies was hired to senior manage the State of Illinois' $1.8 billion GO refunding. In the months leading up to pricing, the State's credit rating was lowered because of the State's failure to implement solutions to its severe pension under -funding (which ultimately led to an SEC investigation) and chronic bill -payment delays. Given the "storied" credit, Jefferies organized an expansive marketing strategy for the State including a well -received investor dinner in Chicago and 21 separate one-on-one investor calls and meetings with large institutional investors to highlight the State's credit. We suggest a similar strategy for the City of Miami. Jefferies' sales force ultimately solicited orders from over 100 separate investors. Our underwriting team methodically built a $5.3 billion order book for the $1.8 billion transaction. The marketing effort proved to be a tremendous success as 12 investors each placed orders in excess of $50 million in bonds with Vanguard placing orders for $300 million. With this book of orders in hand, we proceeded to tighten yields by up to 15 bps from original consensus price views. Finally, in order to maintain our quoted levels, Jefferies underwrote $65 million of the State's bonds. Below is a case study that provides an additional example of our experience with developing creative financing and marketing solutions for our clients. U.S. Virgin Islands Case Study. In 2012, the Government of the Virgin Islands ("GVI") had an array of financing needs yet was unable to access the public market since it had failed to file its annual financial information pursuant to SEC Rule 15c2-12. Jefferies developed a new structure for the GVI — a convertible private placement 200 South Orange Avenue, Suite 1440 Orlando, Florida 32801 407-583-0856 phone 24 Jefferies The City of Miami, Florida Response to Request for Qualifications # 521381 ("CPP") mechanism — whereby the bonds are sold via a private placement, yet may be publicly reoffered once certain conditions are met by the issuer. The CPP feature was new to the marketplace, and we believe that it afforded the issuer pricing that was substantially close to anticipated public market pricing for similar credits. Between September and December 2012, Jefferies served as placement agent on three separate financings for the GVI; the aggregate plan of finance totaled $406.6 million and was comprised of $142.6 million of Matching Funds Bonds (which are backed by rum excise taxes) and $263.9 million of Gross Receipts Taxes Bonds (effectively a sales tax credit, which had not been in the primary market since 2006). In aggregate, the VIPFA and the GVI received nearly $1.6 billion of orders for the $406.6 million of bonds from nearly 70 different accounts. The combination of the financings accomplished a variety of goals for the GVI: (i) fulfilled certain working capital obligations estimated for FY 2012 through 2014; (ii) funded critical capital projects across the Virgin Islands, including energy initiatives which are expected to result in a net benefit to the General Fund; (iii) permanently financed a variety of short-term bank facilities at lower rates; and (iv) currently refunded outstanding bonds for significant debt service savings. Disclosure. Thorough disclosure will be an important component of our investor marketing strategy for the City. The City's 2012 disclosure document included information on the then SEC investigation which ultimately resulted in formal charges by the SEC. We believe this document will be a great starting point for a disclosure document for the City's upcoming financings. The City should also look to its 2002 disclosure documents as templates. The 2002 documents, on which Rawn worked, included thorough background information related to how a financial emergency unfolded, a discussion of the Oversight Board appointed by the Governor, a discussion of the financial policies adopted by the City, and a discussion of the SEC litigation as well as commentary on the current financial status of the City. The City should take the approach of thorough disclosure related to its financial status and ongoing litigation. Further, we recommend the City have a dedicated section related to the City's new financial management team and their notable municipal finance experience. In addition, the City should also develop an annual mandatory compliance training for all current and new staff that is involved in the disclosure process. This training will educate all disclosure related staff regarding the SEC and other legal requirements relating to disclosure on an annual basis. The training not only educates new staff but reminds existing staff of their existing legal responsibilities with respect to disclosure. Also, in connection with due diligence, the City should develop procedures for vetting all information that is set forth in the disclosure document regarding the City to ensure that there are no material misstatements or omissions. These procedures should include objective evidence when possible and such evidence should be maintained in a centrally located file. With respect to areas of past weakness that have been the subject of the SEC investigations, it may make sense to require an additional source to have responsibility for such disclosure in addition to the primary staffer. This system or one in similar form provides a check and balance and ensures that mistakes and oversights are less likely to occur. It also institutionalizes the disclosure process that will survive staff transition in the future. This "SEC Disclosure Compliance Plan" can be adopted, implemented and disclosed to investors. An implementation of these or similar procedures will give investors greater comfort that the City will be able to comply with its disclosure responsibilities in the future. 200 South Orange Avenue, Suite 1440 Orlando, Florida 32801 407-583-0856 phone 25 Jefferies The City of Miami, Florida Response to Request for Qualifications if 521381 8. DESCRIPTION OF THE APPROACH TO PROVIDING SERVICES REQUESTED IN THE SOLICITATION Provide a synopsis of the firm's process and procedures, the standards it adheres to, and it general philosophy to the underwriting process. Consider how the firm views the roles of other parties, such as the client, in the process. As the Jefferies motto states, "Clients First — Always" we believe the underwriting process begins and ends with the City of Miami. What is the first step in the underwriting process? Before we address the answer to that question, we must first determine exactly when the underwriting process begins. For Jefferies, the underwriting process does not begin when the City decides to issue bonds. Rather, Jefferies has adopted the philosophy that our underwriting process begins with the selection of the right client for the Firm to serve. Our goal is not to spread a wide net and catch as many fish as possible. Our approach to the public finance business is to carefully select our clients for the value that we can add to their financings. Jefferies prefers to match our resources with our client's needs so as to provide a more specialized and purposeful relationship. We believe that throughout our proposal we have demonstrated that the Jefferies Team dedicated to work with the City of Miami can deliver value that is unmatched by our competitors. Systematic Underwriting Approach. Once selected to senior manage a transaction for the City, Jefferies would follow a systematic approach to providing underwriting for the City. The adjacent table outlines Jefferies' detailed step-by-step process of pricing a negotiated bond sale. You will note that items 3 and 9 highlight an internal Credit Committee and Business Origination Committee meeting held at Jefferies to discuss the financing and ensure that our banking and sales and trading teams are fully coordinated. Our firm is focused on providing a high-level of service on each of our transactions. These committees are in place to review relevant deal information to ensure all of Jefferies resources are dedicated to achieve seamless execution. Developing the Financing Plan. As the City is aware, the primary goal of the underwriting process is to obtain the lowest cost of financing possible given the current market dynamics. After receiving the mandate from the City, Jefferies would collaborate with City officials to understand your goals and objectives and subsequently develop financing alternatives to meet those objectives. One of the keys to our success has been our willingness to listen to our clients as they express their goals and objectives. On numerous occasions, Jefferies has been awarded key mandates because of our focus on the client. One example of how we worked closely with a client to provide a creative solution to rather complex task is the City of Jacksonville. During the fall of 2012, the City of Jacksonville expressed an interest in consolidating a portion of the City's outstanding credits under one credit secured by the City's non -ad valorem revenues. The consolidation was viewed by the City as a means to simplify and update its bond covenants and provide for greater flexibility with future bond issuances. Jefferies performed a thorough and in-depth analysis of all of the City's credits making recommendations on consolidation of related credits and providing a financing plan for restructuring. We also reviewed all existing bond covenants and made recommendations for how the majority of those covenants should be restructured under the consolidated credit. As a result of our analyses, Jefferies was awarded the role of joint senior manager for the City's $118,005,000 Capital Improvement Refunding Revenue Bonds, Series 2012. Jefferies would exert the same level of focus and attention to detail for the City of Miami's financings. We understand that our objective is to help the City reach its goals. We would also consult with the City's legal team on financing structures and disclosure issues when developing the appropriate financing plan for the City. Underwriting the Bonds. Once a financing plan is developed, Jefferies would shift our focus to the steps of the underwriting process. To ensure the City receives the lowest possible borrowing cost, we would commence pre pricing efforts two weeks in advance of the scheduled pricing by supplying preliminary numbers and comparables twice a week to the working group. This would also include applicable spread comparisons based on market analysis. As soon as it is available, the POS would be posted to the syndicate members. Jefferies will also circulate a brief sales point memo to our sales force that provides an overview of the credit and structure. Frequent Pricing Process 1. Receive mandate from the City 2. Submit G-17 disclosure to the City 3. Jefferies' Business Origination Committee meeting 4. Develop a financing structure 5. Review disclosure documents 6. Request credit ratings 7. Request bond insurance and surety bids 8. Conduct due diligence 9. Jefferies' Credit Committee Meeting 10. Receive ratings and bond insurance/surety bids 11. MailPOS 12. Circulate sales point memo to Jefferies' salesforce 13. Release netroadshow presentation 14. Coordinate teach -in for internal sales force 15. Conduct one-on-one investor calls 16. Solicit price views from syndicate 17. Host syndicate call 18. Retail Order Period 19. Discuss reverse inquiry from investors 20. Institutional Order Period/Pricing 21. Receive verballwritten award 200 South Orange Avenue, Suite 1440 Orlando, Florida 32801 407-583-0856 phone 26 Jefferies The City of Miami, Florida Response to Request for Qualifications # 521381 conference calls would be scheduled to review the numbers and give a brief synopsis of market conditions leading up to pricing. It is our priority to facilitate the highest level of communication among the syndicate and working group in advance of and during pricing. The day before pricing, Jefferies would request pricing views from all of the syndicate members and, along with the finance team, develop a consensus scale. The syndicate desk would take into consideration general market movements, AAA MMD movement, comparable transactions and secondary market trading of the City's outstanding bonds as well as benchmark comparable credits. The bonds would be priced as tight to MMD as possible given market conditions at the time of pricing. During pricing, our desk will recommend adjustments to the proposed scale, if necessary, subject to discussion with the City, its advisors and other syndicate members. As a firm, our underwriting philosophy is fair pricing for issuers and investors, with a special focus on the credit story, to achieve superior results. We believe in strong and effective pre -marketing and spending the time to communicate with all members of the syndicate in order to leverage the complementary sales niches of each firm to assure exceptional results for the City. Treating all syndicate members fairly is a doctrine that is essential to a successful negotiated underwriting. In addition, our Firm believes in the benefits of reverse inquiry from investors, which ultimately delivers creative pricing and responsive structuring to issuers. We would welcome members of the finance team to join us in New York during pricing to personally monitor the syndicate order flow and participate in investor inquiries. Alternatively, Jefferies can send City officials a web link that will provide real time updates on the order flow of the transaction if the City chooses not to travel to New York for pricing. Role of the City in the Underwriting Process. We believe the City should have a high-level of involvement in the underwriting process including participating in pre -marketing efforts of investor presentations, investor dinners, and investor conference calls. The City's financial management team is relatively new to the City and investors will want to have access to the new staff. Having the Mayor or Council members involved in the investor presentation, specifically related to Miami's local economy, would be beneficial. Jefferies would also enlist the City's legal team to be available to answer any investor questions related to the City's pending litigations. Additionally, we encourage feedback from the City on its preferred designation policies and are happy to work with the City on the allocation of the bonds if a net designated approach is selected. 200 South Orange AVenue, Suite 1440 Orlando, Florida 32801 407-583-0856 phone 27 Jefferies The City of Miami, Florida Response to Request for Qualifications #52l38l 8. TRADE SECHcTnEXECUTION TOPUBLK:R2C0RDDDISCLOSURE All proposals submitted to the City are subject to public disclosure pursuant to Chapter 119, Florida Statutes. An exception may bo made for "trade secrets". If the Proposal contains information that constitutes a"tmae secret", all material that qualifies for exemption from Chapter 119must bosubmitted inaseparate envelope, clearly identified os"TRADE SECRETE EXCEPTION," with your firmn'o name and the RFQ number market on the outside. Jefferies has not included any trade secrets in our response to RFQ #52138L 200 South Orange Avenue, ommz44u Orlando, Florida 32801 407-583-0856 phone 28 The City of Miami, Florida Response to Request for Qualifications # 521381 Appendix A — Requested Forms and Information 200 South Orange Avenue, Suite 1440 Orlando, Florida 32801 407-583-0856 phone 1 Jefferies The City of Miami, Florida Response to Request for Qualifications # 521381 BOARD OF DIRECTORS Jefferies' Board of Directors, comprised primarily of independent directors, oversees the activities of the firm carried out by the management and employees of Jefferies throughout the world. The Board provides the framework for our businesses and conduct, and guides us in accordance with evolving legal requirements and governance practices. Richard B. Handler Chief Executive Officer and Director of Leucadia National Corporation (NYSE:LUK), parent company of Jefferies Chairman of the Board and Chief Executive Officer of Jefferies Richard B. Handler has been Chief Executive Officer and a director of Leucadia National Corporation (NYSE: LUK), parent company of Jefferies Group LLC ("Jefferies Group"), since March 2013. Mr. Handler has been Chairman of Jefferies Group since February 2002 and Chief Executive Officer of both Jefferies Group and Jefferies LLC, the firm's principal operating subsidiary, since January 2001 and President since May 2006, Mr. Handler was first elected to the Jefferies Group Board in May 1998. He was Managing Director of High Yield Capital Markets at Jefferies from May 1993 until February 2000, after co-founding that group as an Executive Vice President in April 1990. Mr. Handler has also been the President and Chief Executive Officer of the Jefferies Partners Opportunity family of funds and is Chief Executive Officer of their successor entities, Jefferies High Yield Trading, LLC and Jefferies High Yield Holdings, LLC. He is also Chairman and Chief Executive Officer of the Handler Family Foundation, a non-profit foundation working primarily with underprivileged children. Mr. Handler received an MBA from Stanford University in 1987, where he serves as a member of the Advisory Council for the University's Graduate School of Business. He received his BA in Economics (Magna Cum Laude, High Distinction) from the University of Rochester in 1983 where he also serves on the Board of Trustees and is Chairman of the University's Finance Committee, Chairman of the Strategic Planning Committee and Co -Chairman of the University's $1.2 billion Capital Campaign. Brian P. Friedman President of Leucadia National Corporation (NYSE, LUK), parent company of Jefferies Chairman of the Executive Committee of Jefferies Brian P. Friedman is President and a director of Leucadia National Corporation (NYSE:LUK), parent company of Jefferies, and Chairman of the Executive Committee and a director of Jefferies. Mr. Friedman previously served as Head of Investment Banking and a member of the Management and Operating Committee of Furman Selz LLC. Prior to his 17 years with Furman Selz and its successors, Mr. Friedman was an attorney with the New York City law firm of Wachtell, Lipton, Rosen Katz. Barry J. Alperin Retired Vice Chairman of Hasbro, Inc. Barry J. Alperin has been one of our directors since December 2013. Mr. Alperin, who is retired, served as Vice Chairman of Hasbro, Inc. from 1990 through 1995, as Co -Chief Operating Officer of Hasbro from 1989 through 1990 and as Senior Vice President or Executive Vice President of Hasbro from 1985 through 1989. He was a director of Hasbro from 1985 through 1996. Prior to joining Hasbro, Mr. Alperin practiced law in New York City for 20 years, dealing with corporate, public and private financial transactions, corporate mergers and acquisitions, compensation issues and securities law matters. Mr. Alperin currently serves as a director of Fiesta Restaurant Group, Inc. and Henry Schein, Inc. During the past five years, Mr. Alperin served on the board of directors of The Hain Celestial Group, Inc. and K-Sea Transportation Partners L.P. He serves as a trustee and member of the Executive Committee of The Caramoor Center for Music and the Arts, President Emeritus and a Life Trustee of The Jewish Museum in New York City and is a past President of the New York Chapter of the American Jewish Committee. Mr. Alperin also formerly served as Chairman of the Board of Advisors of the Tucker Foundation at Dartmouth College, was President of the Board of the Stanley Isaacs Neighborhood Center in New York City, was a trustee of the Hasbro Children's Foundation, was President of the Toy Industry Association and was a member of the Columbia University Medical School Health Sciences Advisory Council. W. Patrick Campbell Independent Consultant W. Patrick Campbell has been one of our directors since January 2000. Mr. Campbell was Chairman and Chief Executive Officer of Magex Limited from August 2000 to April 2002 and has been an independent consultant in the media and telecom field since that time. From 1994 until October 1999, Mr. Campbell was Executive Vice President of Corporate Strategy and Business Development at Ameritech Corp. where he was a member of the Management Committee and directed all corporate strategy and merger and acquisition activity. From 1989 to 1994, Mr. Campbell served as President and Chief Executive Officer of Columbia TriStar Home Video, a Sony Pictures Entertainment Company, and has previously been President of RCA/Columbia Pictures International Video. Mr. Campbell has also been a director of Black & Veatch since November 1999. Mr. Campbell is Chairman of our Audit Committee, and a member of our Compensation Committee and Corporate Governance and Nominating Committee. Richard G. Dooley Retired Chief Investment Officer, Massachusetts Mutual Life Insurance Company Richard G. Dooley has been one of our directors since November 1993. From 1978 until his retirement in June 1993, Mr. Dooley was Executive Vice President and Chief Investment Officer of Massachusetts Mutual Life Insurance Company 200 South Orange Avenue, Suite 1440 Orlando, Florida 32801 407-583-0856 phone 2 Jefferies The City of Miami, Florida Response to Request for Qualifications # 521381 ("MassMutual"). Mr. Dooley was a consultant to MassMutual from 1993 to 2003. Mr. Dooley has been a director of Kimco Realty Corporation since 1990 and is a member of its Compensation Committee. Mr. Dooley is Chairman of our Compensation Committee and a member of our Audit Committee and Corporate Governance and Nominating Committee. MaryAnne Gilmartin President and Chief Executive Officer of Forest City Ratner Companies MaryAnne Gilmartin has been one of our directors since March 2014, Ms. Gilmartin is President and Chief Executive Officer of Forest City Ratner Companies, a New York -based real estate development company. She has been point person in the development of some of the most high profile real estate projects in New York City, including Barclays Center, the new state-of- the-art sports and entertainment venue and the centerpiece of the $4.9 billion, 22-acre mixed -use Atlantic Yards development in Brooklyn. She also oversaw the development of The New York Times Building and the recently opened New York by Gehry, the tallest residential building in the Western Hemisphere. In addition to these projects, Ms, Gilmartin has managed the commercial portfolio at MetroTech Center in Downtown Brooklyn, which consists of 6.7 million square feet of Class A office space. Ms. Gilmartin graduated summa cum laude, Phi Beta Kappa from Fordham University, where she also completed her Master's Degree, and she began her real estate development career as a New York City Urban Fellow in 1986 at the Public Development Corporation. Ms. Gilmartin also served for over seven years on the New York City Ballet Advisory Board, and currently serves as a Board Trustee for the Brooklyn Academy of Music, a Member of the Board of Governors of the Real Estate Board of New York, Co - Chair of the Downtown Brooklyn Partnership and as a Member of the Industry Advisory Board of the MS Real Estate Development Program at Columbia University. Joseph S. Steinberg Board Member Since 2008 Joseph S. Steinberg has been one of our directors since April 2008 and a director of Jefferies High Yield Holdings, LLC since April 2007. Mr. Steinberg has served as a director of Leucadia since December 1978 and as its President since January 1979. In addition, Mr. Steinberg is Chairman of the Board of HomeFed and an alternate director of Fortescue. Mr. Steinberg had been a director of The FINOVA Group Inc., Jordan Company, White Mountains and was a member of the board of managers of Premier Entertainment Biloxi, LLC. Mr. Steinberg is a member of our Compensation Committee and Corporate Governance and Nominating Committee. 200 South Orange Avenue, Suite 1440 Orlando, Florida 32801 407-583-0856 phone 3 Jefferies State of Florida Department of State I certify from the records of this office that JEFFERIES LLC is a Delaware limited liability company authorized to transact business in the State of Florida, qualified on April 30, 2013. The document number of this limited liability company is M13000002784. I further certify that said limited liability company has paid all fees due this office through December 31, 2015, that its most recent annual report was filed on April 15, 2015, and that its status is active. I further certify that said limited liability company has not filed a Certificate of Withdrawal. Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capital, this the Fourteenth day of December, 2015 VRAN, Secretary of State Tracking Number: CU0729611138 To authenticate this certificate,visit the following site,enter this number, and then follow the instructions displayed. https://services.sunbiz.org/Filings/CertificateofStatus/CertificateAuthentication Scott Randolph, Tax Collector Local Business Tax Receipt Orange County, Florida This local business tax receipt is in addition to and not in lieu of any other tax required by law or municipal ordinance. Businesses are subject to regulation of zoning, health and other lawful authorities. This receipt is valid from October 1 through September 30 of receipt year. Delinquent penalty is added October 1. 2015 3400 INVESTMENT BROKER $75.00 TOTAL TAX PREVIOUSLY PAID TOTAL DUE $75.00 $75.00 $0.00 200 S ORANGE AVE #1440 A - ORLANDO, 32801 PAID: $75.00 0099-00693925 8/31/2015 EXPIRES 9/30/2016 3400-1089638 NDLER RICHARD B FERIES & COMPANY INC 200 S ORANGE AVE #1440 ORLANDO FL 32801 This receipt is official when validated by the Tax Collector. i DEALERS & UNDERWRITERS FLORIDA Orlando • Orlando CITI Formerly: Citigroup Corporate and Investment Banking Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member: SIFMA FINRA SIPC 200 S. Orange Ave„ Ste. 2170 Orlando, FL 32801 Tel: 407-999-7940 Tel: 866-747-0850 Fax: 407-999-7959 www.citi.com Tax ID: 13-1912900 Experience: Underwriter Main Office: New York, NY PUBLIC FINANCE Norman Pellegrini, Mng Dir & Mgr, 407-999-7945 norman.pellegrIni @citi.com Michael Baldwin, Dir, 407-999.7941 michael. h,baldwin ®citl.com Mark Weinberg, Dir, 407-999-7947 mark.weinberg @ clti.com Joshua Krivisky, Analyst, 417-999-7946 loshua.krIvisky@c1U.com FIFTH THiRD SECURITIES, INC. Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member: SIFMA FINRA SIPC 200 E. Robinson MD MBLE8C Orlando, FL 32801 www.53.com DTC: 0196 NSCC: 0196 Tax ID: 31-4122170 Experience: Underwriter Main Office: Cincinnati, OH PUBLIC FINANCE Sherrie Stumbo, Admin, 407-999-3412 Fax: 407-399-3251 sherrie.stumbo ©53.com FIRST SOUTHWEST COMPANY Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member: SIFMA FINRA SIPC MSRB 450 S. Orange Ave. Ste. 460 Orlando, FL 32801 Tel: 407-426-9611 Fax: 407-426-7835 www.firstsw.com DTC: 0309 NSCC: 0309 Tax ID: 75-0708002 Clear Thru: Self Clearing Experience: Underwriter Main Office: Dallas, TX Edward D. Stull, Jr., Mng Dir, 407-426-9811 ed.stull@flratew.com Gary E. Akers, SVP, 407-426.9811 gary.akers@Urstsw.com Mark P. Galvin, SVP, 407-426.9611 mark.gaivin @Urstsw.com Melvin E. Hamilton, SVP, 407-426-9602 mehhamIlton@flretsw.com Joel G. Tindal, VP, 407-426-9611 Joel tindalofirstsw.00m JEFFERIES`r&C COMPANY- IN( Municipal Securities Group=' Issu SpeoialI ati ri' ) Education,_Eiactric I'owar, Ervirortrrlental_ Fatal ( ensrai tPurpose, t Housi IFpcllil (Ailittk Exp�riertr:e Utiderkrtiter- Rawn Williams, Mng Dir, 407-583-0856 rwilllams ejefferies.com Knsti Jo Jacobs, AVP, 407-583.0055 kjacobsojefferies.com Tamaa Patterson, Assoc, 407-583-0859 tpatterson@jefferles.com 58 The Bond Buyer's Municipal Marketplace® Fall 2012 v DEALERS & UNDERWRITERS NEW YORK New York Jefferies JEFFEI IES; & COMPANY, INC. Munk:ipal Seeurilies Group Issue Specialization: uce 4ri Electric Poway nviron entai Pacilitiea, osee,-Health Care; opal e Public tn3Jportation, ,PaaiIltie, titilit es tbb"r` SOIA FI NJ' A SiPC �s� IdlierLAV`o- M1iY 1002 wfww jeffenes. sm Ex erience: ,Uflderwrfte`r Kenneth D. Gibbs, Pres & Mng Dir, 212-336-7020 Fax: 646-786-5452 kgibbs@jefferles.com PUBLIC FINANCE DEPARTMENT Neil J. Flanagan, Mng Dir & Head of Pub Fin, 212-336-7022 Fax: 646-786-5449 nflanagan@jetleries.com David Abrams, Mng Dir, 561-988-2682 dabrams@jefferles.com Harold Bean, Mng Dir, 518-937-9806 hbean@jefferies.com Jeffrey E. Cohen, Mng Dir, 518-447-8043 Jeff.cohen@jefferies.com feries.com Samantha Costanzo, Mng Dir, 312-750-4401 scostanzo@jefferles.com Mark Ellis, Mng Dir, 281-774-2048 mellis @jef ferles.com Dean Flanagan, Mng Dir, 212-336-7031 Managan@jefferies.com @jefferles.com Edward K. Flynn, Mng Dir, 518-447-7983 ntlynn@jefferles.com David Moffett, Mng Dir, 404-264-5058 dmoffett@jefferies.com Tilghman E. Naylor, Mng Dir, 972-701-3038 maylor@jefferles.com Jeanny Pak, Mng Dir, 212-336-7042 Jpak@jefferles.com Samuel L. Smalls, Mng Dir, 916-503-2277 ssmalls@Jefferies.com Arthur B. Spector, Mng Dir, 212-336-7037 aspector@ Jeff eries.com William A. Torsigileri, Mng Dir, 212-336-7038 wtorsiglieri@jefteries.com Mark Widener, Mng Dir, 404-264-5057 mwidener@jefferes.com Raven Williams, Mng Dir, 407-583.0856 rwi lliams @ Jefferles.com Stephen Wood, Mng Dir, 212-284-4674 swood@jefferies.com Troy Clark, SVP, 212-323-3306 troy.clark @Jefferies, com Maureen C. Geraghty, SVP, 212-336-7021 mgeraghty@jefferies.com Guy K. Nagahama, SVP, 617-342-7870 gnagahama@Jefferies,com Patti Grant -Wilkinson, SVP, 202-349-3110 patti,wilkInson@ @jefferes.com Marquita Bames Jackson, VP, 404-264-5021 mbarnes@jeffedes.com Laurie Bricker, VP, 281-774-2183 Ibricker@jefferes.com Vanessa Eckert, VP, 212-323-3924 veckert@Jefferles.com John Gust, VP, 312-750.4408 jgust@jefferies.com Michael Jang, VP, 212-336-7024 mjang@jefferes.com John A. Keamey, VP, 212-336-7032 jkeamey@jefferes.com Amanda E, Lee, VP, 212-336-7025 amanda.lee@jefferies.com Osten A. McGrath, VP, 617-342-7869 kmcgrath@jeffedes.com Timothy McNutt, VP, 212-336-7033 tmcnutt @jell eries,com Joseph Nocerino, VP, 212-336-7034 jocerno@jefferies.com Richard Pengelly, VP, 212-284-2161 rpengelly@jefferies.com Shawn Sine!, VP, 518-447-8036 ssinel@jefferes.com Vivian Torres, VP, 646-498-2999 vtorres@jefferes.com Kristi Jo Jacobs, AVP, 407-583-0855 kjacobs@jefferies.com Kojo Asiedu, Assoc, 212-284-1757 kasiedu @jefferles.com Tanya George, Assoc, 212-284-8164 tgeorge@jefferes.com Gregory Green, Assoc, 212-336-7326 ggreen@jefferles.com Kelly E. KIrwin, Assoc, 518-447-7941 kkirwin @jefferles.com Tamaa Patterson, Assoc, 407-583-0859 tpatterson@jefferies.com Anant Sitaram, Assoc, 212-336-7036 asitaram @ Jefferies.com Jennie Zhao, Assoc, 972.701 jzhao@Jefferies.com Arri Burrows, Analyst, 212-284-2347 aburrows@Jefferies.com Cole Claibom, Analyst, 212-284-2179 coisibom@Jeffedes.com Kevin Coleman, Analyst, 518-795-3096 kevin.coleman @jefferies.com Alex Labs, Analyst, 312-75 alalos@jefferes.com Luiz Rizental, Analyst, 972-701-3036 I rizental @Jefferies. com MUNICIPAL BOND DEPAR Kenneth G. Gibbs, Pres & Mng 212-336-7020 James McGinley, Mng Dir & of Muni Mkts, 212-336-7137 UNDERWRITING Tel: 212-336-7151 Fax: 212-336-7255 Roy V. Carlberg, Mng Dir Kurt Ahrens, VP Cindy Ashmore, VP TAX-EXEMPT INSTITUTIONAL. TRADING Greg Moore, SVP Patrick O'Brien, SVP Jacob Wechsler, Analyst YIELD TRADING Todd Carnevale, Mng Dir Andrew Lapone, Analyst TAXABLE TRADING James McGinley, Mng Dir Alexander Meyer, Assoc MUNICIPAL RELATIVE VALUE TRADING Danford Peterson, Mng Dir Nathaniel Canter, VP HIGH NET WORTH & ELECTRONIC TRADING Jerome Doyle, Mng Dir Taylor Moseley, VP SHORT-TERM TRADING & SALES Tel: 212-336-7160 Daniel J. Kiley, Mng Dir Alexandra K. Cowan, SVP Betty Infantes, SVP Christopher E. King, SVP Jarad K, Bohan, AVP Jin Ma, Assoc 160 The Bond Buyer's Municipal Marketplace® Fall 2012 www.munimarketplace.com Orlando Faintly; Citigroup Corporate and investment Banking Ipsae Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member: SIFMA FINRA SIPC 200 S. Orange Ave., Ste. 2170 Orlando, FL 32801 Tel: 407-999-7940 Tel: 866-747-0850 Fax: 407-999-7959 www.citi.com Tax ID: 13-1912900 Experience: Underwriter Main Office: New York, NY PUBLIC FINANCE Norman Pellegrini, Mng Dir & Mgr, 407-999-7945 norman,pellegrini@citl.com Michael Baldwin, Dir, 407-999-7941 mlchael. h.baldwin a citi.com Mark Weinberg, Dir, 407-999-7947 mark,weinberg O citi.com Alejandro Donaldson, Analyst, 407-999.7942 alejandro.donatdson@clti.com • FIFTH THIRD SECURITIES, INC. Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member: SIFMA FINRA SIPC 200 E. Robinson MD MBLE8C Orlando, FL 32801 www.53.com DTC: 0196 NSCC: 0196 Tax ID: 31-4122170 Experience: Underwriter Main Office: Cincinnati, OH cnvironmental racntnes, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member: SIFMA FINRA SIPC MSRB 450 S. Orange Ave. Ste. 460 Orlando, FL 32801 Tel: 407-426-9611 Fax: 407-426-7835 www.firstsw.com DTC: 0309 NSCC: 0309 Tax ID: 75-0708002 Clear Thru: Self Clearing Experience: Underwriter Main Office: Dallas, TX Edward D. Stull, Jr., Mng Dir, 407-426.9611 ed.stull @firstsw,com Gary E. Akers, SVP, 407-426-9611 gary.akers@firstsw.com Mark P. Galvin, SVP, 407-426-9611 mark.galvin@firstsw.com Joel G. Tindal, VP, 407-426-9611 joettln dal a tirstsw,com J EFFERIES LLC M2nleipal ,count%es soup' lat;tle Siciallzation Education, Electric Power Envlrortfrrentai Facilities;, General Purpose, Health Care, Ho i ing, In strut Dev, Pubik Facilities Transportation :MOW Meltlber: SIPMA'FINRA $11PC MSR_B' Darner trrgeAve Orlando,=FL 32801 ww �efferie .00m Experience, Tinder after Rawn Williams, Mng Dir, 407-583-0856 rwilliams ®Jeff edes.co m Kristi Jo Jacobs, AVP, 407-583-0855 kjacobs@jefferies.com Tamaa Patterson, Assoc, 407-583-0859 tpatterson@Jefferlos.com The Bond Buyer's Municipal Marketplace® Fall 2013 ww DEALERS & UNDERWRITERS NEW YORK New York Jefferies JEFFERIES 1*_LC' tuttioligtSacur'I„tiea Grgi p Issue Speolalization: gd uon, E.lectric_PoV✓er, Environmental Faciiiti'es, E3eneral Purpose,. Health Care, Housing, Indus al Dev, Public Facilities;, Transport'll l lliffig Member SIFMA:FINRA lP MSRBj 520 adison Ave New' DIY =1_022 wwwjleerie, i _bie lenc Undsrw e Kenneth D. Gibbs, Pres & Mng Dir, 212-336-7020 Fax: 646-786-5452 kgibbs ejef ferles.com PUBLIC FINANCE DEPARTMENT Neil J. Flanagan, Mng Dir & Head of Pub Fin, 212-336-7022 Fax: 646-786-5449 nflanagan@jeffenes.com Jeffrey S. Cohen, Mng Dir, 518-447-8043 jeff.cohen @Jeff eries,com Samantha Costanza, Mng Dir, 312-750-4401 scostanzoelefferies.com Mark A. Curran, Mng Dir, 415-229-1497 972-701-3037 mcurran@jeffereles.com Mark Ellis, Mng Dir, 281-774-2048 mellis@jeffedes.com Dean Flanagan, Mng Dir, 212-336-7031 dflanagan@jefferies.com Edward K. Flynn, Mng Dir, 21'2-336-7029 nflynn ejefferies.com Richard Kiss, Mng Dir, 415-229-1413 rkissejefferies.com David Moffett, Mng Dir, 404-264-5058 dmoffett@jefferies.com Guy K. Nagahama, Mng Dir, 617-342-7870 gnagahamaejefferles.com Tilghman E. Naylor, Mng Dir, 972-701-3038 tnaylor@jefferies.com Samuel L. Smalls, Mng Dir, 916.503.2277 ssmalls@jefferies.com Arthur B. Spector, Mng Dir, 212-336.7037 aspectorejefferies.com William A. Torsiglleri, Mng Dir, 212-336-7038 wtorsiglieri ejefferies.com Mark Widener, Mng Dir, 404-264-5057 mwidener@jefferies.com Rawn Williams, Mng Dir, 407-583-0856 rwilliams@jefferies.com Stephen Wood, Mng Dir, 212-284-4674 swood@jetferles.com Matthew D, Challis, SVP, 415-229-1489 mchallis@jeffenes.com Troy Clark, SVP, 212-323-3306 troy.clark@jefferies.com Maureen C. Geraghty, SVP, 212.336.7021 mgeraghtyejefferies. com Patti Grant -Wilkinson, SVP, 202-349-3110 patti.wilklnson a elefferles.com John Gust, SVP, 312-750-4406 jgustejefferies.com Michael Jang, SVP, 212-336-7024 mjangejefferles.com John A. Kearney, SVP, 212-336-7032 jkearney@jetteries.com Marqulta Barnes Jackson, VP, 404-264-5021 mbarn es ejefferies.com Laurie Bricker, VP, 281-774-2183 Ibricker ejotferies. com Vanessa Eckert, VP, 212-323-3924 veckerte jefferles.com Amanda E. Lee, VP, 212-336-7025 amanda.Iee a jetleries.com Kirsten A. McGrath, VP, 617-342-7869 kmcgrath@jeffenes.com Timothy McNutt, VP, 212-336-7033 tmcnutte jefferles.com Joseph Nocerino, VP, 212-336-7034 jnocednoejefferies.com Shawn Sine!, VP, 518-447-8036 ssinelejette ries.ccm Anant Sitaram, VP, 212-336.7036 asltaram @jefferles.com Kristi Jo Jacobs, AVP, 407-583-0855 kJacobs ej efferles.com Tanya George, Assoc, 212-284-8164 tgeorge@jefferles.com Kelly E. Kirwin, Assoc, 518-447-7941 kkkwin@Jefferiescom Michael Libera, Assoc, 415-229-1488 mllbera ejefferies.com Tamaa Patterson, Assoc, 407-583-0859 tpatterson@jetferies.com Jennie Zhao, Assoc, 972-701-3035 jzhaoejefteries.com Arri Burrows, Analyst, 212-284-2347 152 The Bond Buyer's Municipal Marketplace® Fall 2013 JEFFERI_ S LL•C' Munialpal Securlties Grroup Issue $peieiellzatlott:._ Education, Electric Power; Ehvilonrnentat Fadilitles General Purpose,, Health Cage,; Housing, lndustrta l Dev, Publjc Fatties, Traneportatiatl,, )tUities, Member S NW_ AN_ AlSIPG; -'R rust.Center )r PA* Oda 32801 I icpeFietloe =Underw iW Rawn Williams, Mng Dir, 407-583-0856 rwIlliams@lefferies.com Kristi Jo Jacobs, AVP, 407-583-0855 kjacobs@jefferles,com Tamaa Patterson, Assoc, 407-583-0859 tpatterson ©jefferies.eom JPMORGAN SECURITIES LLC Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities 450 S. Orange Ave. Ste. 460, FI. 10 Orlando, FL 32801 Experience: Underwriter INVESTMENT BANKING Henry Reyes, Mng Dir, 407-236-5434 henry,p.reyes@lpmorgan.com Nathaniel Johnson, VP, 407-843-0624 nathaniel.tohnson@jpmorgan.com Dana Jones, Adman Asst, 321-558-3922 dana.h.lones@Ipmorgan.com DEALERS & UNDERWRITERS FLORIDA Orlando LOOP CAPITAL MARKETS, LLC Member: SIFMA FINRA SIPC 121 S. Orange Ave. Ste. 1500, North Tower Orlando, FL 32801 Tel; 407-377-6883 Fax: 407-377-6682 www.loopcapital.com DTC: 0443 NSCC: 0443 Alpha: LOOP Tax ID: 36-4164012 Clear Thru; Pershing MUNICIPAL BOND DIVISION James Reynolds, Jr., CFA, Chair & CEO, 312-913-4901 Fax: 312-922-7137 Ilm.reynolds©loopcapitalcom Albert Grace, Jr., Pres, 312-913-4905 Fax: 312-922-7137 albert.grace@loopcapital.com Wanda White, Exec Asst, 312-913-4921 Fax: 312-922-7137 wanda.white®Ioopcapital.com INVESTMENT BANKING James Reynolds, Jr., CFA, Chair & CEO, 312-913-4901 Fax: 312-922-7137 llm.reynolds@ loopcapital.com Deborah Knox, SVP, 312-913-5692 Fax: 312-913-4927 deborah.knox ttiloopcapital.com Frank Oh, Mng Dir, 212-701-8723 Fax: 212-619-4274 frank.oh@loopcapital.com Joyce Davis, Admin Asst, 312-913-2264 Fax: 312-913-4927 loyce.davis a loopoapital.com Kimberly Mitchell, SVP, 561-515-6125 Fax: 561-515-6001 kimbedy.mItchell @ loopcapital.com BRANCH OFFICES: CA: Los Angeles, Oakland, San Francisco CO: Denver Listing continued DEALERS & UNDERWRITERS NEW YORK New York JANNEY MONTGOMERY SCOTT LLC cont, PUBLIC FINANCE Vivian Altman, Mng Dir, 646-840-3202 908-470-3178 vaitman ejanney.com Joseph Bosch, Mng Dir, 212-888-2527 Jbosch @Janney.com Daniel Froehlich, VP, 212-888-2528 dfroehlich @Janney.com Sean Fisher, Assoc, 212-888-2389 sfisher@janney.com Elizabeth Charriez, Adman Asst, 212-888-2529 echarriez@janney.com MUNICIPAL INSTITUTIONAL SALES Mark Grimmig, Mng Dir & Mgr, 646-840-3204 mgrimmig@janney.com MUNICIPAL TRADING Brendan Shanahan, Muni Trader, 646-840-4614 bshanahan@janney.com Jefferies 4EMAWS L.LLC •Mun:dlpai 0:01 Idea Group issue° 3"piecfaIiza�tjont' Educstion,, �¢lrto Power;: Env(ronmantal Facjfitier H_ousin•g,lndtj irlal Dev Pugh FaoiL, ` delisportatkari, ttilttee Mer ber: SIFM FIN A'.; IfPC4i erts8,h1' Ek000100e11` la a ii iter Kenneth D. Gibbs, Pres & Mng Dir, 212-336-7020 Fax: 646-786-5452 kgibbs@jefferies.com PUBLIC FINANCE DEPARTMENT Neil J. Flanagan, Mng Dir & Head of Pub Fin, 212-336-7022 Fax: 646-786-5449 ntian agan @jefferies.com Mark A, Curran, Mng Dir, 415-229-1497 972-701-3037 mcurran @jefferias.com Mark Ellis, Mng Dir, 281-774-2048 milts Edward K, Flynn, Mng Dir, 212-336-7029 ntiynn @jeffedes.com David Moffett, Mng Dir, 404-264-5058 dmoffett@Jefferies.com Guy K. Nagahama, Mng Dir, 617-342-7870 gnagahama @Jefferies.com Tilghman E. Naylor, Mng Dir, 972-701-3038 tnaytor@jefteries.com Samuel L. Smalls, Mng Dir, 916-503-2277 ssmalls @ jefferies.com Arthur B. Spector, Mng Dir, 212-336-7037 aspector@jefferles.com William A. Torsiglieri, Mng Dir, 212-338-7038 wtorsIglierl@jefteries.com Mark Widener, Mng Dir, 404-264-5057 mwidener@jetteries.com Rawn Williams, Mng Dir, 407-583-0856 rwllliams@jefferies.com Stephen Wood, Mng Dir, 212-284-4674 swood@jefferies.com Matthew D. Challis, SVP, 415-229-1489 mchallis@jefferles.com Troy Clark, SVP, 317-610-3216 troy.clark @ jefferies.com Maureen C. Geraghty, SVP, 212-336-7021 mgeraghty@jefferies.com Patti Grant -Wilkinson, SVP, 202-349-3110 patti.wilkinson@jefferies.com John Gust, SVP, 312-750-4406 jgust@jetferies.com John A. Keamey, SVP, 212-336-7032 jkearney eJefferies.com Marqulta Bames Jackson, VP, 404-264-5021 mbarnes@jefferles.com Laurie Bricker, VP, 281.774-2183 Ibricker@jeffaries.com Vanessa Eckert, VP, 310-575-5208 veckert@jefferies.com Amanda E. Lee, VP, 212-336-7025 amanda.lee@jetteries.com Karsten A. McGrath, VP, 617-342-7869 kmcgrath@jetteries.com Timothy McNutt, VP, 212-336-7033 tmcnutt@Jefterles.com Joseph Nocerino, VP, 212-336-7034 inocerino@Jeffedes.com Anant Sitaram, VP, 415-229-1428 asitaram@jefferies.com Jennie Zhao, VP, 972-701-3035 jzhao@jefferies.com Kristi Jo Jacobs, AVP, 407-583-0855 klacobs@jefferies.com 144 The Bond Buyer's Municipal Marketplace® Fall 2014 Arri Burrows, Assoc, 212.24: abu rrows @Jefferfes.com Michael Flavin, Assoc, 972-701-3224 mflavin@Jefferies.com Tanya George, Assoc, 212-284-8164 tgeo rge @jefferfes. com Jason Kuchar, Assoc, 212-338-7187 jkuchar@jetferles.com I. Michael Libera, Assoc, 415-229-1488 mlibera @Jeff eries.com Tamaa Patterson, Assoc, 407-583-0859 tatterson @ jefferles.com Kevin Coleman, Analyst, 212-284-2441 kevin.coleman @jetferies:com George Hoffmann, Analyst, 212-336-7485 george,hoffmann ajefferies.com HEALTHCARE INVESTMENT BANKING James T. Olsen, Mng Dir & Heal Healthcare & Education, 212-284-2278 Jolsen@jefferies,com Patrick McCarthy, Mng Dir & Co -Head Healthcare & Education, 212-323-3388 pmccarthy@Jefferles.com Jeffrey S. Cohen, Mng Dir, 518-447-8043 Jeff .cohen @jefferfes.com Dean Flanagan, Mng Dir, 212-336.7031 dflanagan@jefferies.com Steven Wafer, Mng Dir, 312-750-4495 swafer@Jefferles.com Mark Chiang, SVP, 212-284.3432 mchiang @jefferles.com Moira Fogarty Baldwin, SVP, 212-323-3307 molrabaldwin @jefferies.com Shawn Sine!, VP, 518.447.8038 ssinei@Jefferies.com Ian Spier, VP, 212.336.7494 ispier@jefferles, com Charles Gumz, Analyst, 212-284-4668 cgumz@jetfedes.com Edward Walter, Analyst, 212-284-4618 ewalter @jefferles.com Garth Schultz, Cnslt, 212-2844696 gschultz @ jefferies.com Eric Tuckman, Cnslt, 310-367.84g etuckman @Jetferies,com MUNICIPAL BOND DEPARTMENT Kenneth G. Gibbs, Pres & Mng 212-336-7020 James McGinley, Mng Dir & Head of Muni Mkts, 212-336-7137 UNDERWRITING Tel: 212-336-7151 Fax: 212-336-7255 Roy V, Cariberg, Mng Dir Cindy Ashmore, VP Listing contaxd www.munimarketplace.com FORM G-37 Name of Dealer: Jefferies LLC Report Period: July 1 — September 30, 2015 I. Contributions made to issuer officials (list by state) State Complete name, title (including any city/county/state or other political subdivision) of issuer official None ill\l"ltl3 Contributions by each contributor category (i.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals and non-MFP executive officers). For each contribution list contribution amount and contributor category (For example, $500 contribution by non-MFP executive officer) If any contribution is the subject of an automatic exemption pursuant to Rule G-37(j), list amount of contribution and date of such automatic exemption. II. PAYMENTS made to political parties of states or political subdivisions (list by state) State Complete name, title (including any city/county/state or other political subdivision) of political Park' None Payments by each contributor category (i.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals and non-MFP executive officers). For each payment, list payment amount and contributor category (For example, $500 contribution by non-MFP executive officer) III. PAYMENTS made to bond ballot campaigns (list by state) A. Contributions State Official name of bond ballot campaign and jurisdiction (including city/county/state or other political subdivision) for which municipal securities would be issued and the name of the entity issuing the municipal securities None B. Reimbursement for Contributions None Contributions, including the specific date the contributions were made by each contributor category (i.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals and non-MFP executive officers). For each contribution, list contribution amount and contributor category (For example, $500 contribution by non-MFP executive officer) List below any payments or reimbursements, related to any disclosed bond ballot contribution, received by each broker, dealer or municipal securities dealer, municipal finance professional or non-MFP executive officer from any third party, including the amount paid and the name of the third party making such payments or reimbursements. IV. ISSUERS with which dealer has engaged in municipal securities business (list by state) A. Municipal Securities Business Financial Advisory and Other Non -Underwriting Engagements 7/1/15 -9/30/15 State Closing Date Description Jefferies Role IN 7/6/15 Indianapolis Airport Authority • Swap Novation Swap Advisor NY 7/13/15 Jefferson County Industrial Development Agency Subordinate Solid Waste Disposable Revenue Bonds • $5,000,000 ReEnergy Black River LLC Project Placement Agent DC 7/15/15 Metropolitan Washington Airports Authority • 2015BCD New Money and Refunding (Model) FA NY 8/20/15 Madison County Capital Resource Corporation • $26,590,000 Oneida Healthcare Project Series 2015 Placement Agent IN 10/6/15 Indianapolis Airport Authority • Series 2015 Refunding FA 2 Negotiated Underwritings 7/1/15 -9/30/15 STATE DATE DESCRIPTION OF BOND SALES JEFFERIES ROLE GA 07/07/15 Columbia County Sales Tax Series 2015 Sole Manager FL 07/08/15 Jacksonville Electric Authority, Series Three 2015B Co -manager MA 07/08/15 Massachusetts Port Authority, Series 2015 A-B Co -manager CA .07/16/15 Successor Agency to the Hughson Redevelopment Agency Tax Allocation Refunding Bonds Sole Manager TX 07/16/15 Bexar County (Northside) ISD, Series 2015 Co -manager TX 07/19/15 Hays County Special Assessment Revenue Bonds, Series 2015 (La Cima Public Improvement District Major Public Improvement) Sole Manager NY 07/21/15 NYS Environmental Facilities Corporation, Series 2015 B & C Co -manager TN 07/22/15 Chattanooga City, Tennessee, Series 2015 A, B & C Co -manager CA 07/22/15 Del Mar Race Track Authority, Series 2015 Comanager CT 07/23/15 Connecticut Housing Finance Authority, 2015 Series C, Sub C-1 & 2 Co -manager NY 07/23/15 New York State Dormitory Authority, Series 2015 A Co -manager NY 07/24/15 Metropolitan Transportation Authority Series 2015 C, Sub CI & C2 Co -manager TX 07/29/15 Harris County, Texas, Series 2015 A Co -manager NY 07/31/15 New York City, Series A & B Co -manager NY 08/05/15 New York State Environmental Facilities Corporation Series 2015 D Co -manager NY 08/20/15 New York Convention Center Development Corporation Series 2015 Co -manager SC 08/20/15 piedmont Municipal Power Agency, Series 2015 A Co -manager NY 08/21/15 Metropolitan Transportation Authority, Series 2015 D, D-1 & D-2 Co -manager CA 08/26/15 California Co -manager CA 08/27/15 San Diego Public Facilities Finance Authority, Series 2015 Co -manager NY 09/02/15 New York State Dormitory Authority, Series 2015 E Co -manager TX 09/09/15 City of Austin Senior Manager IL 09/16/15 Illinois Finance Authority, Series 2015 A Co -manager TX 09/16/15 Texas Transportation Commission, Series 2015 A Co -manager TX 09/17/15 Celina City, Texas, Series 2015 Co -manager TX 09/18/15 North Texas Tollway Authority, Series 2015B Co -manager NY 09/23/15 New York City Transitional Finance Authority, Series A, Sub A-1 Co -manager TX 09/30/15 University of North Texas Board of Regents, Series 2015 A Co -manager FL 09/30/15 Greater Orlando Aviation Airport Facilities Revenue Bonds, Series 2015 A Co -manager STATE DATE DESCRIPTION OF SHORT-TERM AND ADJUSTABLE RATE SALES JEFFERIES ROLE NY 08/27/15 Metropolitan Transportation Authority, Series 2005 E-1 Remarketing Agent 3 B. Ballot -Approved Offerings Full issuer name and full issue description of any primary offering resulting from the bond ballot campaign to which each contributor category (i.e., dealer, dealer controlled PAC, municipal fmance professional controlled PAC, municipal finance professionals and non-MFP executive officers) has made a contribution and the reportable date of selection on which the broker, dealer or municipal securities dealer was selected to engage in such municipal securities business. FULL ISSUER NAME FULL ISSUE DESCRIPTION REPORTABLE DATE OF SELECTION None Signature: Date: October 30, 2015 (must be officer of dealer) Name: Neil J. Flanagan, Managing Director Address: Jefferies LLC 520 Madison Avenue New York, New York 10022 Phone: (212) 336-7022 Submit two completed forms quarterly by due date (specified by MSRB) to: Municipal Securities Rulemaking Board 1900 Duke Street, Suite 600 Alexandria, VA 22314 4 11/30/2015 Florida Office of Financial Regulation FLORIDA OFFICE of FINANCIAL REGULATION mart, Efficient and Effective Regulatic Home About OFR Apply for a License Verify a License File a Complaint News Research Resources License Search Results Detail License Name: DBA Name: JEFFERIES LLC License Type: Broker Dealer Status: Approved Status Effective Date: 1/26/2015 Original Date of License: 8/31/1982 License Number: BD0900320 License Expiration Date: 12131/2015 License Main Address: Street: 520 MADISON AVENUE City: NEW YORK State: NY Zip Code: 10022 License Mailing Address: Street: 520 MADISON AVENUE 16TH FLOOR City: NEW YORK State: NY Zip Code: 10022 Phone Number: 212-336-1167 Search for Final Orders New Search Accessibility Retum to Search Results Contact Us Site Map (850) 487-9687 hops://real.flofr.com/ConsumerServices/SearchLicensingRecords/SearchDetail.aspx?IicNum=8D0900320&IicDesc=BD 1/1 Florida Office of Financial Regulation Page 1 of 1 FLORIDA OFFICE of FINANCIAL REGULATION Home About OFR mart, Efficient and Effective Regulatic Apply for a License Verify a License License Search Results Detail File a Complaint News Research Resources License Name: DBA Name: JEFFERIES LLC License Type: Status: Status Effective Date: Original Date of License: License Number: License Expiration Date: Broker Dealer Branch Open 1 /28/2016 3/2/2011 BDB9906443 12131/2016 License Main Address: Street: City: State: Zip Code: License Mailing Address: Street: City: State: Zip Code: 200 SOUTH ORANGE AVENUE SUN TRUST CENTER; SUITE 1440 ORLANDO FL 32801 Phone Number: Search for Final Orders New Search ( Retum to Search Results Accessibility Contact Us (850) 487-9687 Site Map https://real.flofr.corn/ConsumerServices/SearchLicensingRecords/SearchDetail.aspx?licN... 12/14/2015 Finra7 BrokerCheck Report JEFFERIES LLC CRD# 2347 Report #60608-64896, data current as of Monday, December 14, 2015. Section Title Pages) Report Summary 1 Firm Profile 2 - 6 Firm History 7 Firm Operations 8 - 18 Disclosure Events 19 About BrokerCheck® BrokerCheck offers information on all current, and many former, registered securities brokers, and all current and former registered securities firms. FINRA strongly encourages investors to use BrokerCheck to check the background of securities brokers and brokerage firms before deciding to conduct, or continue to conduct, business with them. • What is included in a BrokerCheck report? BrokerCheck reports for individual brokers include information such as employment history, professional qualifications, disciplinary actions, criminal convictions, civil judgments and arbitration awards. BrokerCheck reports for brokerage firms include information on a firm's profile, history, and operations, as well as many of the same disclosure events mentioned above. 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For more information about FINRA, visit www.finra.org. wvvvv.,anra.ot Vrut.ikercFrc-�,r user Gu,ua,tce JEFFERIES LLC CRD# 2347 SEC# 8-15074 Main Office Location 520 MADISON AVENUE NEW YORK, NY 10022 Regulated by FINRA New York Office Mailing Address 520 MADISON AVENUE 16TH FLOOR NEW YORK, NY 10022 Business Telephone Number (212) 284-2300 Report Summary for this Firm This report summary provides an overview of the brokerage firm. Additional information for this firm can be found in the detailed report. Firm Profile Disclosure Events This firm is classified as a limited liability company. This firm was formed in Delaware on 03/01/2013. Its fiscal year ends in November. Firm History Information relating to the brokerage firm's history such as other business names and successions (e.g., mergers, acquisitions) can be found in the detailed report. Firm Operations This firm is registered with: • the SEC • 16 Self -Regulatory Organizations • 52 U.S. states and territories Is this brokerage firm currently suspended with any regulator? No This firm conducts 17 types of businesses. This firm is affiliated with financial or investment institutions. This firm does not have referral or financial arrangements with other brokers or dealers. Brokerage firms are required to disclose certain criminal matters, regulatory actions, civil judicial proceedings and financial matters in which the firm or one of its control affiliates has been involved. Are there events disclosed about this firm? Yes The following types of disclosures have been reported: Type Count Regulatory Event 50 Arbitration 4 ©2015 FINRA. All rights reserved. Report# 60608-64896 about JEFFERIES LLC. Data current as of Monday, December 14, 2015. 1 w nra.oiY, .jkercL . Firm Profile This firm is classified as a limited liability company. This firm was formed in Delaware on 03/01/2013. Its fiscal year ends in November. Firm Names and Locations This section provides the brokerage firm's full legal name, "Doing Business As" name, business and mailing addresses, telephone number, and any alternate name by which the firm conducts business and where such name is used. JEFFERIES LLC Doing business as JEFFERIES LLC CRD# 2347 SEC# 8-15074 Main Office Location 520 MADISON AVENUE NEW YORK, NY 10022 Regulated by FINRA New York Office Mailing Address 520 MADISON AVENUE 16TH FLOOR NEW YORK, NY 10022 Business Telephone Number (212) 284-2300 user Guuance ©2015 FINRA. All rights reserved. Report# 60608-64896 about JEFFERIES LLC. Data current as of Monday, December 14, 2015. 2 User Guivance Firm Profile This section provides information relating to all direct owners and executive officers of the brokerage firm. Direct Owners and Executive Officers Legal Name & CRD# (if any): JEFFERIES GROUP LLC Is this a domestic or foreign Domestic Entity entity or an individual? Position SOLE MEMBER Position Start Date 02/2013 Percentage of Ownership 75% or more Does this owner direct the Yes management or policies of the firm? Is this a public reporting Yes company? Legal Name & CRD# (if any): BROADBENT, PEREGRINE C 4129671 Is this a domestic or foreign Individual entity or an individual? Position CHIEF FINANCIAL OFFICER, EXECUTIVE VICE PRESIDENT AND DIRECTOR Position Start Date 12/2007 Percentage of Ownership Less than 5% Does this owner direct the Yes management or policies of the firm? Is this a public reporting No company? Legal Name & CRD# (if any): FRIEDMAN, BRIAN PAUL 1298550 Is this a domestic or foreign Individual entity or an individual? Position Position Start Date DIRECTOR AND CHAIRMAN, EXECUTIVE COMMITTEE 08/2003 ©2015 FINRA. All rights reserved. Report# 60608-64896 about JEFFERIES LLC. Data current as of Monday, December 14, 2015. 3 User Gu,uance Firm Profile Direct Owners and Executive Officers (continued) Percentage of Ownership Less than 5% Does this owner direct the Yes management or policies of the firm? is this a public reporting No company? Legal Name & CRD# (if any): HANDLER, RICHARD BRIAN 1563245 Is this a domestic or foreign Individual entity or an individual? Position CHAIRMAN, CHIEF EXECUTIVE OFFICER AND DIRECTOR Position Start Date 02/2002 Percentage of Ownership Less than 5% Does this owner direct the Yes management or policies of the firm? Is this a public reporting No company? Legal Name & CRD# (if any): SCORAN, LAURI A 2060170 Is this a domestic or foreign Individual entity or an individual? Position CHIEF COMPLIANCE OFFICER, MANAGING DIRECTOR Position Start Date 03/2012 Percentage of Ownership Less than 5% Does this owner direct the No management or policies of the firm? Is this a public reporting No company? Legal Name & CRD# (if any): SHARP, MICHAEL JAMES ©2015 FINRA. All rights reserved. Report# 60608-64896 about JEFFERIES LLC. Data current as of Monday, December 14, 2015. 4 user Gurua,ice Firm Profile Direct Owners and Executive Officers (continued) 1013864 Is this a domestic or foreign Individual entity or an individual? Position GENERAL COUNSEL, SECRETARY, EXECUTIVE VICE PRESIDENT Position Start Date 11/2010 Percentage of Ownership Less than 5% Does this owner direct the Yes management or policies of the firm? Is this a public reporting company? Legal Name & CRD# (if any): STACCONI, JOHN FRANCO 1814227 Is this a domestic or foreign Individual entity or an individual? Position TREASURER Position Start Date 05/2013 Percentage of Ownership Less than 5% Does this owner direct the Yes management or policies of the firm? Is this a public reporting company? ©2015 FINRA. All rights reserved. Report# 60608-64896 about JEFFERIES LLC. Data current as of Monday, December 14, 2015. 5 _ Arm Profile This section provides information relating to any indirect owners of the brokerage firm. Indirect Owners Legal Name CRD# (if any): Is this a domestic or foreign entity or an individual? Company through which indirect ownership is established Relationship to Direct Owner Relationship Established Percentage of Ownership Does this owner direct the management or policies of the firm? Is this a public reporting company? LEUCADIA NATIONAL CORPORATION Domestic Entity LIMESTONE MERGER SUB, LLC SOLE MEMBER 11/2012 75% or more Yes Yes Legal Name & CRD# (if any): Is this a domestic or foreign entity or an individual? Company through which indirect ownership is established Relationship to Direct Owner Relationship Established Percentage of Ownership Does this owner direct the management or policies of the firm? Is this a public reporting company? LIMESTONE MERGER SUB, LLC Domestic Entity JEFFERIES GROUP LLC MEMBER 02/2013 75% or more Yes No user Guivaoce Finr3r ©2015 FINRA. All rights reserved. Report# 60608-64896 about JEFFERIES LLC. Data current as of Monday, December 14, 2015. w�._...nra.oE.,,_.Jkerct, _.. Firm History This section provides information relating to any successions (e.g., mergers, acquisitions) involving the firm. This firm was previously: Date of Succession: Predecessor CRD#: Predecessor SEC#: Description JEFFERIES & COMPANY, INC 02/28/2013 2347 8-15074 JEFFERIES & COMPANY, INC. (JEFFCO INC) CONVERTED FROM A DELAWARE (DE) CORP. TO A DE LLC BY CERTIFICATE (NOT MERGER) PURSUANT TO SEC. 18-214 OF THE DE LIMITED LIABILITY COMPANY ACT AND CHANGED ITS NAME TO JEFFERIES LLC (JEFF LLC). JEFF LLC REMAINS THE SAME LEGAL ENTITY. AT THE TIME OF THE CHANGE FROM CORP TO LLC, THERE WERE NO CHANGES IN CONTROL AND THE LLC IN EFFECT ASSUMED ALL THE ASSETS AND LIABILITIES OF THE PREDECESSOR CORP (JEFFCO INC) BY OPERATION OF LAW. user Guivance 02015 FINRA. All rights reserved. Report# 60608-64896 about JEFFERtES LLC. Data current as of Monday, December 14, 2015. 7 w w.,,nra.o�w. �kerci« R user Guivance Firm Operations Registrations This section provides information about the regulators (Securities and Exchange Commission (SEC), self -regulatory organizations (SROs), and U.S. states and territories) with which the brokerage firm is currently registered and licensed, the date the license became effective, and certain information about the firms SEC registration. This firm is currently registered with the SEC, 16 SROs and 52 U.S. states and territories. Federal Regulator Status Date Effective SEC Approved 09/17/1969 SEC Registration Questions This firm is registered with the SEC as: A broker -dealer: Yes A broker -dealer and government securities broker or dealer: Yes A government securities broker or dealer only: No This firm has ceased activity as a government securities broker or dealer: No Self -Regulatory Organization Status Date Effective FINRA Approved 03/01/1963 BATS Y-Exchange, Inc. Approved 10/19/2010 BATS Z Exchange, Inc. Approved 10/23/2008 BOX Options Exchange LLC Approved 05/07/2012 C2 Options Exchange, Incorporated Approved 07/18/2012 Chicago Board Options Exchange Approved 07/09/2012 EDGA Exchange, Inc. Approved 05/25/2010 EDGX Exchange, Inc. Approved 05/27/2010 ISE Gemini, LLC Approved 10/25/2013 International Securities Exchange Approved 03/11/2002 Miami International Stock Exchange (MIAX), Approved 09/15/2014 LLC NASDAQ OMX BX, Inc. Approved 07/05/2012 NASDAQ OMX PHLX, Inc. Approved 05/09/2012 NASDAQ Stock Market Approved 07/12/2006 NYSE Arca, Inc. Approved 06/17/1981 Finrir ©2015 FINRA. All rights reserved. Report# 60608-64896 about JEFFERIES LLC. Data current as of Monday, December 14, 2015. 8 wn..,nra.or , �kercY� NYSE MKT LLC Approved 05/07/2012 vser Gums ice ©2015 FINRA. All rights reserved. Report# 60608-64896 about JEFFERIES LLC. Data current as of Monday, December 14, 2015. 9 w,.w.,,nra.oi user Gu,uaitce Firm Operations Registrations (continued) U.S. States & Status Date Effective U.S. States & Status Date Effective Territories Territories Alabama Approved 11/09/1982 North Carolina Approved 01/03/1983 Alaska Approved 05/14/1985 North Dakota Approved 05/06/1985 Arizona Approved 01/05/1982 Ohio Approved 07/16/1982 Arkansas Approved 12/14/1982 Oklahoma Approved 05/08/1985 Califomia Approved 10/14/1969 Oregon Approved 11/03/1982 Colorado Approved 02/01/1983 Pennsylvania Approved 10/19/1982 Connecticut Approved 06/15/1982 Puerto Rico Approved 12/11/1995 Delaware Approved 10/06/1981 Rhode Island Approved 05/13/1985 District of Columbia Approved 04/21/1983 South Carolina Approved 04/08/1983 Florida Approved 04/27/1983 South Dakota Approved 08/23/1985 Georgia Approved 09/21/1981 Tennessee Approved 04/21/1982 Hawaii Approved 06/13/1984 Texas Approved 07/25/1983 Idaho Approved 06/24/1983 Utah Approved 04/21/1983 Illinois Approved 05/24/1973 Vermont Approved 02/13/1984 Indiana Approved 10/20/1981 Virginia Approved 06/01/1982 Iowa Approved 07/14/1983 Washington Approved 04/20/1983 Kansas Approved 12/13/1982 West Virginia Approved 06/22/1982 Kentucky Approved 07/16/1982 Wisconsin Approved 01/29/1979 Louisiana Approved 04/20/1983 Wyoming Approved 05/20/1985 Maine Approved 02/09/1984 Maryland Approved 05/12/1982 Massachusetts Approved 07/31/1981 Michigan Approved 02/02/1983 Minnesota Approved 08/20/1982 Mississippi Approved 06/29/1983 Missouri Approved 07/18/1983 Montana Approved 05/06/1985 Nebraska Approved 12/01/1981 Nevada Approved 07/15/1983 New Hampshire Approved 02/02/1983 New Jersey Approved 07/13/1983 New Mexico Approved 02/24/1983 New York Approved 01/02/1985 ©2015 FINRA. All rights reserved. Report# 60608-64896 about JEFFERIES LLC. Data current as of Monday, December 14, 2015. 10 wser GUMMY tce Firm Operations Types of Business This section provides the types of business, including non -securities business, the brokerage firm is engaged in or expects to be engaged in: This firm currently conducts 17 types of businesses. Types of Business Exchange member engaged in exchange commission business other than floor activities Broker or dealer making inter -dealer markets in corporation securities over-the-counter Broker or dealer retailing corporate equity securities over-the-counter Broker or dealer selling corporate debt securities Underwriter or selling group participant (corporate securities other than mutual funds) Mutual fund retailer U S. govemment securities dealer U S. govemment securities broker Municipal securities dealer Municipal securities broker Put and call broker or dealer or option writer Broker or dealer selling securities of non-profit organizations (e.g., churches, hospitals) Non -exchange member arranging for transactions in listed securities by exchange member Trading securities for own account Private placements of securities Broker or dealer selling interests in mortgages or other receivables Other- APPLICANT SERVICES CLIENTS WHO TRADE PHYSICAL METALS. SUCH FORMS OF PHYSICAL METALS COULD INCLUDE COINS (E.G., U.S. GOLD EAGLES, SOUTH AFRICAN KRUGGERANDS), METAL BARS OR UNALLOCATED METAL HELD IN INSURED WAREHOUSES. Other Types of Business This firm does effect transactions in commodities, commodity futures, or commodity options. This firm does engage in other non -securities business. Non -Securities Business Description: JEFFERIES & COMPANY, INC.'S TECHNOLOGY DEPARTMENT PROVIDES TECHNOLOGY SERVICES TO VARIOUS CORPORATE ENTITIES Finr� ©2015 FINRA. AD rights reserved. Report 60608-64896 about JEFFERIES LLC. Data current as of Monday, December 14, 2015. 11 The City of Miami, Florida Response to Request for Qualifications # 521381 Appendix B — Sample Reports 200 South Orange Avenue, Suite 1440 Orlando, Florida 32801 407-583-0856 phone 1 Jefferies i Municipal Weekly Strategy Commentary December 14, 2015 "An economist is an expert who will know tomorrow why the things he predicted yesterday didn't happen today" — Laurence Peter In this week's Municipal Weekly Strategy Market Recap — Primarily primary Debrief and looking ahead Market Recap — Primarily primary Flows were Tess robust last week in the municipal secondary compared to a very active previous week. Investors did, however, remain involved in spots mostly in intermediate tenors with interest continuing to be focused in a very strongly bid primary market. Municipals gave up a little ground to Treasuries last week across some of the curve after several weeks of outperformance. Underperformance, on an absolute basis, was centered this week in the belly of the curve, with some outperformance in the front and long tenors. Despite a weaker tone across most risk assets, taxable municipals outperformed on the back of a large -block bid -wanted on Friday which saw very strong interest. Last week's primary market was again very well bid with most issues seeing strong oversubscription and bumps in the five to eight basis point range — particularly as .rates rallied through the week. Notably, the $320 million Metropolitan Transportation Authority (MTA), NY, issue saw its 2026, 2030 and 2036 maturities go away to retail. Jefferies' $90 million senior -managed, privately placed Virgin Islands Public. Finance Authority (S&P: A) GARVEE bond issue similarly saw strong demand with bumps across the structure on the reprice. We also note the $255 million AGM -insured New Jersey Health Care Facilities Financing Authority issue for University Hospital (underlying Fitch: BBB) which priced its 5% coupons of 2044 at a 4.14% yield, and was reportedly 10 times oversubscribed. This week's calendar begins the typical holiday slow -down with only $1.8 billion of issues being priced, composed of $1.4 billion in the negotiated market and $440 million in the competitive market. The week's largest issues include a $180 million New York Transportation Development Corp. special facility revenue issue, a $138 million Spring, TX, Independent School District (PSF) (Aaa/AAA) unlimited tax issue and a $100 million Utah Housing Corp single family mortgage bond issue. Debrief and looking ahead 2015 Lookback • Technically dominated market driven, in our view, by Fed watching and exogenous events (China, oil, global market pressures) • Municipal total returns at low end of seven-year range; 2.4% peaks in the belly and long -end • Supply surprised to the upside with 47% increase in refundings; new money up 3%; total supply up 18% • Demand oscillated, ending the year in modestly positive territory; up $5 billion (through 12/9/15), as measured by EPFR municipal fund flows • Episodic illiquidity driven by yield demand and investor unwillingness to give -up legacy coupons Jefferies Contact Christopher L. White Senior Vice President 212.336.7107 cwhitec jefferies.com Yong Chang, CFA Senior Vice President 212.336.7138 ychang(cDJefferies.com In 0 r Please see important disclosure information on pages 8-9 Municipal Weekly Strategy jefferies Fixed Income Looking ahead • On the Fed: jefferies economists anticipate the Fed will take an "opportunistic approach to normalization with three rate hikes scattered across the course of the year" (2016: After Liftoff, Balancing Policy Normalization and the Commodity Price Conundrum) • Implied Treasury forwards indicate expectations for flattening of Treasury curve in 2016 and beyond with only marginal movement beyond five year tenor • Municipal -to -Treasury ratios have richened sharply particularly beyond the belly over the last 90 days; implies heightened probability of a reversion in short-term • We anticipate continued volatility in the front end of the curve as the discourse on Fed action shifts to pace and timing • We believe municipal fund outflows are more probable if Fed liftoff plays out as anticipated (as above), based on history of last two tightening cycles • Credit, in our view, will remain relatively benign with continued market focus on issuers facing long-term structural imbalance due to unfunded pension obligations • We expect supply will be bolstered again in 2016 on combination of another year of healthy refunding volumes - though less than in 2015, and relative stability in new money supply; our projection for 2016 supply is $385 billion to $405 billion Municipal total return in 2015 performed at the low end of the seven- year range as illustrated in the chart below as marginally higher rates at year-end diluted performance across most of the curve with the exception of the belly which outperformed from the five through the twelve year tenors. December 14, 2015 MMD Total Return 16.0% • 1 11.0% �r •* • • ti. • _, _ _s Mean 6.0°k 1.09E N __ _ .._:; 1 I I I F2015 6,10-1 -4.0% -9.0% 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 Tenor (Years) 2010 • - 2011 23 24 25 26 27 28 29 30 ' . — 2012 •® • ® 2014 Ammo...2015 --MEAN 2015 YTD through 12/9/15 Source: MMD, Jefferies This snapshot of performance does not, however, capture the full story of 2015 which saw somewhat of a bifurcated market between the first and the second halves. For example, in the primary market almost 60% of the year's supply was issued in the first half, followed by a significant slowdown in the second half. Similarly, while long rates trended upwards through the first half of the year, they reversed course during the second half where they currently stand at 6-month lows. Meanwhile, fund flows saw three distinctive periods with positive flows through the first 4 months, followed by outflows during the middle five months (May — September) which turned positive for the remaining three months of the This snapshot of performance does not capture the full story of 2015 which saw somewhat of a bifurcated market between the first and the second halves. For example, in the primary market almost 60% of the year's supply was issued in the first half, followed by a significant slowdown in the second half. 2 1 Jefferies Fixed Income year (as of 12/10/15) and finally ending in modestly positive territory - based our expectation that December will end with positive flows. 2015 Municipal Supply, Fund Flows, MMD 6.0 50.0 5.0 45.0 3.05 3.16 3.28 3.12 3.1 3.04 3.07 4.0 2.9696 3.0 40.0 ._r.- 2.595 2.8 a 2.0 35.0 A 1.0 e 0.0 30.0 !h! -1.0 25.0 r ` , -2.0 3.0 20.0 $billions Jan Feb Mar Apr May Jun Jul Aug Supply 30yr MMD (RHS) Sep -i-- Fund Oct Nov Dec est $billions Flows (RHS) memir Total Source: EPFR, MMD, SIFMA, jefferies The chart above illustrates the relationship between supply, fund flows and rates and the markedly distinctive periods throughout the year. The charts below present the relative magnitude of 2015 net fund flows (approximately $6 billion) in the context of the previous six years, as well as a magnified view of the rate volatility in long MMD over the course of the year, much of which was driven by exogenous forces away from the municipal market. 40 30 20 10 (10) (20) (30) (40) Annual Municipal Fund Flows 2009 2010 2011 2012 2013 2014 2015 $billions Municipal Weekly Strategy December 14, 2015 3.4 3.2 3 2.8 2.6 2.4 96 30-Year MMD in 2015 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Source: EPFR, MMD, Jefferies This year was also marked by episodic illiquidity correlated in part to supply dynamics. Accordingly, illiquidity has become particularly acute during the final two quarters of the year as supply has slowed. We attribute this illiquidity to a combination of heightened demand for yield amidst the protracted low -rate environment which has led to investor reluctance to give up legacy coupons and a consequential reliance on the primary market to feed demand. In our view, this created a negative feedback loop during the final two quarters as supply contracted, demand improved, albeit modestly - as measured by positive fund flows, and rates declined across most of the curve. Market participants are well aware of the abnormally oversubscribed primary market over the last several weeks which seems to have only exacerbated secondary market illiquidity. This year was also marked by episodic illiquidity correlated in part to supply dynamics. Accordingly, illiquidity has become particularly acute during the final two quarters of the year as supply has slowed. We attribute this illiquidity to a combination of heightened demand for yield amidst the protracted low -rate environment which has led to investor reluctance to give up legacy coupons and a consequential reliance on the primary market to feed demand. 3 Municipal Weekly Strategy Jefferies Fixed Income While there do not appear to be significant municipal -market -specific catalysts which will change this dynamic on the horizon, a reversal in fund flows would obviously turn the tide of primary demand. 800,000 750,000 700,000 650,000 600,000 550,000 500,000 450,000 400,000 350,000 300,000 $millions Secondary Market Municipal Trading Volume 2015 vs. 2013 1Q 2Q 3Q ■2013 e2014 02015 4QTD Source: MSRB, Jefferies The chart above illustrates the growing illiquidity in the market in 2015 which, as stated above, has been particularly acute over the last two quarters. Heightened demand and seemingly insufficient supply have richened relative valuations which are currently at or close to their highs for the year. 125.00% 115.00% 105.00% 95.00% 85.00% 75.00% 65.00% Municipal to Treasury Ratio Curve la • ow.• • 1 2 3 4 5 6 7 8 9 1011 12 13 14 15 16 17 1819 20 21 22 23 24 25 26 27 28 29 30 Tenor (years) 12/4/2015 9/30/2015 6/30/2015 015 ear nd 3/31/2015 12/31/2014 Source: MMD, Bloomberg, Jefferies The chart above illustrates the municipal -to -Treasury ratio curve and the shift to lower ratios as 2015 comes to a close. We point out the dramatic move in ratios across the curve since March which cheapened as monthly supply peaked for the year at $45 billion (see chart at top of page 3). The three charts on page 5 present the model residual for 5s, 10s and 30s regressed against Treasury rates, with a two year look -back to 2013, as well as absolute ratios. December 14, 2015 Heightened demand and seemingly insufficient supply have richened relative valuations at or close to their highs for the year across most of the curve. 4 Municipal Weekly Strategy jefferies Fixed Income 0% -5% 0 i -10% -15% -20% O `m Y `c W A ,p .P ,p ,p 4' ® s 1 STD Below Muni / Tsy Ratio Historical (2Y Lookback): 5Y Model Residual J , I ' 1 _ p 11 'r1 11r" % 1f ,'4 z v v > ei In 1' c `c u � Ut • z V W Is v Vt Model Residual — ® 1 STD Above Ratios (RHS) 100% 95% 90% 85% 80% o 75% 70% 65% 60% 55% Model Residual (Ratio) aA 7 w` W A MIN 111 Muni / Tsy Ratio Historical (2Y Lookback): 10Y Model Residual 1 STD Below tE z 0 v .p In LA o z -61 115% 110% 105% 100% 95% 90% 85% 80% 75% Model Residual — e 1 STD Above Ratios (RHS) 0 10% 8% 0 6% 4% • 2% ;9 0% K -2% 0 -4% 0 • -6% -8% -10% r Muni / Tsy Ratio Historical (2Y Lookback): 30Y Model Residual y% • 1I1Ii01 fair 14 . • Ai alli1ii, ,l1i a M ii �t a c � ,p A g to to • ° v+ v, v+ L u, o 0z (1)n 14, 115% 110% 95% 90% 1 STD Below Model Residual — — 1 STD Above Ratios (RHS) Source: MMD, Jefferies The data illustrate the relative richness of municipals particularly from the belly out the curve as lOs and 30s both recently breached one standard deviation below the mean — depicted in the charts by the red dotted lines. We believe these valuations are setting up for a correction as ratios have become too rich. Although 5s have also richened over the December 14, 2015 The data illustrate the relative richness of municipals particularly from the belly out the curve as lOs and 30s both recently breached one standard deviation below the mean — depicted in the charts by the red dotted lines. We believe these valuations are setting up for a correction as ratios have become too rich. 5 Jefferies Fixed Income last four months, they are also closer to their mean so any reversion would potentially be less severe. Demand in the front end of the curve has been particularly acute at times this year as investors have seemingly attempted to take a defensive position against higher rates. This has led to heightened volatility in this sector of the curve throughout the year as uncertainty over the timing of Fed liftoff waxed and waned. The following chart illustrates the increase in the proportional volume of secondary market activity in bonds with tenors from five years and in, versus the long end which trended down (see respective trend lines). Municipal Weekly Strategy December 14, 2015 2015 Par Amount Traded by Maturity Range 45% 40% 20+ Trend line' 35% =- �— 30% = _ _ _ _ _ _ _ 25% II — - __ _ _ _ __ _ 20% —_ 15% 1" 1 5 Trehd line _ _ a = _ Jan Feb Mar Apr May Jun July Aug Sep Oct Nov % of total •<1yr ■1+-5yrs i5+-10yrs 810+-20yrs ■20+yrs Source: MSRB, Jefferies As sentiment over a December rate hike has reached near -consensus, as measured by a recent -high 80% probability of a December Fed funds rate increase (slightly lower in recent days), as measured by Bloomberg (WIRP), volatility has subsided on the front end of the curve as an initial hike becomes more fully priced in. We would, however, expect front-end volatility to resume as we move into 2016 and the market more actively contemplates the timing and probability of subsequent rate hikes. 3.5% 3.096 2.596 2.096 1.5% 1.096 0.596 0.096 US Treasury Coupon Implied Forward Rates 1 2 3 5 7 Tenor (years) 12/17/2015—U®1yrForward ® m 2yr Forward . — t 3yr Forward 5yr Forward 10 20 Source: Bloomberg, Jefferies Marginal Annual Change in US Treasury Coupon Implied Forward Rates 80 70 60 50 40 30 20 10 0 basis 1 points ■1yrchange 0 3yr change g , 2 3 5 Tenor (years) 7 10 20 is 2yr change e Syr change As sentiment over a December rate hike has reached near consensus, as measured by a recent -high 80% probability of a December Fed funds rate increase (slightly lower in recent days), as measured by Bloomberg (WIRP), volatility has subsided on the front end of the curve as an initial hike has becomes more fully priced in. 6 Municipal Weekly Strategy_ Jefferies Fixed Income It is important to note that implied forward Treasury rates indicate that the market is currently not expecting material movement in longer -tenor rates particularly beyond the seven year tenor over the next five years. The two charts on page 6 illustrate this view, with the second chart highlighting the marginal 8 14 basis point annual increase in the 20 year tenor over the next five years. As the last two Fed tightening cycles (1999 and 2004) provoked different reactions in the municipal space at distinct intervals during those respective cycles (see November 23 Municipal Weekly Commentary), we reiterate those similarities from our November publication below: • Curve flattened in both cycles — more severely in the '04 cycle due to initially much steeper slope • Long -end municipals underperformed Treasuries in both cases during the first half of the cycle but then diverged — underperformed during second half in the '99 cycle but outperformed during second half of the '04 cycle • Magnitude of outflows during both cycles were greatest in two months prior to first rate increase and for 6 to 9 months following but otherwise diverged Consistent with this history, we believe there is a greater probability of municipal fund outflows particularly if the Fed raises rates at multiple intervals next year, as Jefferies' economists anticipate. 450 400 350 300 250 200 150 100 50 0 $billions Municipal Supply 1996 - 2015 E 1(f) ci)) tigf�^��a ��,o�d,1��ti�d,���, e ,db�4 tie e �oqoqo���0��o1y� "'New Money < Refunding 2015 E includes 11 months actual and Jefferies estimate for December Source: SIFMA, Jefferies Finally, regarding our expectation for 2016 municipal supply ranging between $385 billion and $405 billion, we note that refunding supply variance is historically much wider than new money variance. As such, refunding supply variance typically has a greater relative effect on changes in total annual supply. Given the relatively narrow variance of new money supply particularly over the last five years, we believe the variance in 2016 supply vs. 2015 will be largely driven by refunding volume. The negative correlation between refunding supply and rates along with its positive correlation to total supply - ten years prior (in this case 2006) leads to our forecast for healthy refunding volume next year which will bolster flattish new money volume. The Municipal Weekly Strategy publications will resume on January 4, 2016. Happy Holidays! December 14, 2015 It is important to note that implied forward Treasury rates indicate that the market is currently not expecting material movement in longer -tenor rates particularly beyond the seven year tenor over the next five years. 1 Jefferies Fixed Income Municipal Weekly Strategy December 14, 2015 Important Disclosures IMPORTANT PLEASE READ: THIS MESSAGE CONTAINS INSUFFICIENT INFORMATION TO MAKE AN INVESTMENT DECISION. This material has been produced by the following Jefferies Group LLC ('Jefferies") group companies: United States: Jefferies LLC headquartered at 520 Madison Avenue, New York, NY 10022. This material is a marketing communication and is not and should not be construed as investment research or a research report prepared by a research analyst. Any views portrayed in this material may differ from those of the Research Department. 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Reproduction or redistribution of this material without the written permission of Jefferies is expressly forbidden. © 2015 Jefferies Group LLC 9 U I'UA I CU: 01'10110 Highlighted Ratings and Trading Spread Differentials have changed since last update on 2 12/15. Jeferies Credit Provider Moody's S&P Short Term Short Term Fitch Short Term Moody's Long Term S&P Long Term Fitch Long Term **Trading Spread Differential Banco Santander S.A. P-2 A2 F2 Baal BBB+ A- 50-70 bps Bank of America, N.A P-1 P-1 Al Al F1+ F1 Al Al A A A+ A 1 bps 10 bps Bank of China Limited Bank of Montreal P-1 Al F1+ Aa3 A+ AA- 0 bps BMO Harris Bank NA P-1 P-1 Al AI+ F1+ F1+ Aa3 Aa2 A+ AA- AA- AA 0 bps 0 bps The Bank of New York Mellon Bank of Scotland plc P-1 Al F1 Al A A+ 0 bps 0 bps Bank of Tokyo -Mitsubishi UFJ Ltd P-1 Al F1 Al A+ A Bank of the West (subsidiary BNP Paribas) P-1 Al F1 Aa3 A2 A A- A 2-5 bps A 0 bps Barclays Bank PLC P-1 A2 F1 BBVA (Banco Bilbao Vizcaya Argentina, SA) P-2 A2 F2 Baa2 BBB A- 50-70 bps BNP Paribas Fortis SA P-1 Al F1 A2 A+ A+ 7-10 bps BB&T (Branch Banking & Trust Co.) P-1 Al Fl Al A A+ 0 bps CaLPERS (California Public Employee Retirement System) P-1 Al+ Aa2 0 bps CaLSTRS (California State Teachers Retirement System) P-1 Al+ Fl+ Aa2 AA- AA+ 0 bps Citibank, N.A. P-1 Al Fl Al A AA- 1 bps Citizens Bank NA P-1 A2 F2 Baal A- BBB+ 20 bps Comerica Bank P-1 P-2 P-2 Al A2 A2 F1 F2 F2 A3 Baal Baa3 A2 A BBB+ BBB A A BBB BBB+ A 5 bps 25 bps 70-90 bps 2-5 bps Commerzbank A.G. Compass Bank (subsidiary of BBVA) Credit Agricola Corporate and Investment Bk (Calyon Bank) P-1 Al F1 Credit Suisse AG P-1 Al F1 Al A A 0 bps DEPFA Bank plc P-3 A2 F-2 Baa3 A- BBB 50-70 bps Deutsche Bank AG P-2 P-2 P-1 A2 A2 Al+ F1 F2 WD A3 Baa2 Aaa BBB+ BBB AA+ A BBB+ WD 0-5 bps 25-30 bps 0 bps Dexia CLF FHLB Boston (Federal Home Loan Bank of Boston) FHLMC Freddiemac P-1 AI+ F1+ Aaa AA+ AAA 0 bps FNMA Fanniemae P-1 AI+ F1+ Aaa AA+ AAA 0 bps First Republic Bank P-1 P-1 P-1 NR A2 AI+ F1 F1 F1+ Al A- A3 A- Aa3 AA- A- A AA- 20-25 bps 3-5 bps 0 bps The Fifth Third Bank HSBC Bank PLC JP Morgan Chase Bank P-1 Al F1+ Aa3 A+ AA- A- 0 bps 5-7 bps KBC Bank NV P-1 Al F1 A2 A KeyBank N.A. (KeyCorp) P-1 P-1 A2 F1 A3 A- A- A+ 5 bps 3-5 bps Al F1 Al A Lloyds TSB Bank PLC M & T Bank P-1 Al F1 Aa3 A A- 3-5 bps Marshall & lisley Bank acquired by Bank of Montreal P-1 NR F1+ A3 Al NR AA- 0 bps A+ A- 0 bps Mlzuho Bank P-1 Al F1 Morgan Stanley Bank, N.A. P-2 P-1 A2 Al F1 F1 A3 A2 A- A 10 bps A+ A 0 bps MUFG Union Bank, N.A. National Australia Bank Limited P-1 AI+ F1+ Aa2 AA- AA- 0 bps PNC Bank N.A. P-1 Al F1 A2 A A+ 0 bps Northern Trust Company P-1 AI+ F1+ A2 AA- AA- 0 bps Rabobank Nederland N.V. P-1 Al F1+ Aa2 A+ AA- 0 bps Regions Bank P-2 P-1 A2 F2 Baa3 BBB+ BBB 50-60 bps AI+ F1+ Aa3 AA- AA 0 bps Royal Bank of Canada Royal Bank of Scotland NV P-2 P-1 A3 Al F2 F1+ Bal Aa2 BBB- BBB+ 25-50 bps A+ AA- 0 bps ScotiaBank Societe Generale P-1 Al Fl A2 A A 20-25 bps State Street Bank and Trust Company P-1 P-1 Al+ Al F1+ Fl Al Al AA- A+ AA+ A- 0 bps 0 bps Sumitomo Mitsui Banking Corp SunTrust Bank NA P-1 P-1 A2 AI+ F2 F1+ Baal Aa1 A2 A- BBB+ 15-20 bps AA- AA- 0 bps TD Bank N.A. A A 0 bps UBS AG P-1 Al F-1 UniCredit AG (acquired Bayerische Hypo Vereinsbank) P-2 A2 F2 Baal BBB A- 180-200 bps U.S. Bank National Association P-1 Al+ F1+ Al WR A A- AA- 0 bps 25-30 bps A- Valley National Bank WR A2 Wachovia Bank, N.A. WR NR Fl+ Aa3 Aa2 NR AA- AA AA 0 bps 0 bps Wells Fargo Bank, NA P-1 Al+ F1+ UPDATED, 6/15/15 Highlighted Ratings and Trading Spread Differentials have changed since last update on 2/12/15, Jefferies Credit Provider Moody's S&P Fitch Moody's S&P Fitch **Trading Spread Short Term Short Term Short Term Long Term Long Term Long Terin Differential German Landesbanks Bayerische Landesbank Girozentrale (BLB) - Pre 7/18/05 P-1 WR Aaa WR 3 bps Bayerische Landesbank Girozentrale (BLB) - Post 7/18/05 P-2 NR F1 A3 NR A- 10 bps Landesbank Baden-Wurttemberg (LBBW) - Pre 7/18/05 P-1 WR Aaa WR - 1-2 bps Landesbank Baden-Wurttemberg (LBBW) - Post 7/18/05 P-1 P-1 NR Al+ F1 A2 Aaa NR AA+ A- 5-10 bps Landesbank Hessen-ThOringen GZ (Helaba) - pre 7/18/05 3 bps Landesbank Hessen-ThOringen GZ (Helaba) - post 7/18/05 P-1 Al F1+ A2 A STA A+ STA 3 bps Westdeutsche Landesbank (WestLB AG) - pre 7/18/05 P-1 Al+ Aa1 AA+ 0 bps Westdeutsche Landesbank (WestLB AG)- post 7/18/05 P-2 WR F1 A3 WR A- NEG N/A Bond Insurance ACA NR NR NR AMBAC Assurance Corp. WR NR WD Assured Guaranty Municipal Corp. AGM A2 STA AA STA WD Municipal Assurance Corp. NR AA STA WD Assured Guaranty Corp. (AGC) A3 NEG AA STA WD BAM Build America Mutual Assurance NR AA NR BHAC Berkshire Hathaway Assurance Corp. Aa1 STA AA+ STA NR CIFG Guaranty WR NR WD FGIC Guaranty Insurance Co. WR NR WD MBIA Insurance Corp. B3 CCC WD NATL-RE National Public Finance Guarantee Corp. A3 NEG AA- STA WD Radian Asset Assurance Inc. WR WR NR NR WD Syncora Guarantee Inc. (XLCA) WD UPDATED: 6/15/15 **The trading spread differentials represented herein are indicative versus the SIFMA Index and are based on estimates of VRDB weekly reset programs with the aforementioned LOC/Liquidity Providers. The trading spread differentials will vary with security specific attributes including but not limited to: underlying issuer credit ratings, size and state of Issue, and tax status, The trading spread differentials constitute the preparer's best judgment as of the date of preparation, and is subject to change without notice. Trading differentials will vary from dealer to dealer. The information set forth herein was obtained from sources believed to be reliable, but has not been independently verified and errors may occur in the preparation of this -document. Therefore, we do not guarantee its accuracy. The information and any opinions contained herein are as of the date of this material and the Firm does not undertake any obligation to update them. Additional Information maybe available upon request. SternBrothers Co. (FEIN: 43-1357568) Response to: City of Miami Request for Qualifications for Municipal Bond Underwriting Services #521381 Lead Banker: Donna LoCascio, Managing Director 6 Colonial Drive Huntington, New York 11743 (631) 692-4984 dlocascioAsternbrothers. corn Local Banker: Gilmer Nix, Senior Vice President 1902 S. Mac Dill Ave. Tampa, Florida 33629 (813) 831-3900 gnix@sternbrothers.com December 16, 2015 SternBrothers&Co. Table of Contents Tab Page 1 Cover Page 2 Table of Contents 1 3 Executive Summary 2 4 Overall Qualifications and Experience 4 5 Ability to Underwrite 6 6 Qualifications and Experience of Personnel 9 7 Understanding of City 14 8 Description of Approach 17 Appendices Required Forms Highlighted Experience Resumes Florida Experience WBE Certifications 1 SternBrothers&Co. 3. Executive Summary December 16, 2015 City of Miami — City Clerk 3500 Pan American Drive Miami, Florida 33133 Dear Sir or Madam: On behalf of Stern Brothers & Co. ("Stern Brothers"), we are pleased to present our credentials in response to the City of Miami's (the "City") Request for Qualifications for Municipal Bond Underwriting Services. Stern Brothers wishes to be considered to serve as Senior Manager or Co -Manager on future capital financings. Founded in 1917, Stern Brothers is an independent, private investment bank whose sole focus is public and infrastructure finance. Throughout our nearly one -hundred year history, we have prided ourselves on developing meaningful, value-added and cost-effective solutions to the challenges that our clients face in the financial markets. In an industry that is often overshadowed by larger public institutions, we are truly proud of our independent and diverse culture and identity. Founded in Kansas City, Missouri, and incorporated in the state of Missouri in 1975, Stern Brothers is an independent investment bank that has operations tracing back to 1917. In 2009, Ms. Pepe Finn, a member of the board of directors since 2006, purchased 51% of the company's ownership. She became the firm's Chairman _at_that time and continues to be both the majority stakeholder and chairman today. 49% of the company's ownership is held by the Peggy P. Finn 2012 Trust. Since that time and under her oversight, there has been significant expansion at the firm. Over the past five years, Stern Brothers has served as Underwriter, Financial Advisor, Sole, Senior, Co -Manager, or Placement Agent for nearly 400 municipal transactions nationwide totaling $19.3 billion of fixed rate bonds. Today, Stern Brothers employs fifty-four (54) professionals in twelve (12) cities — St. Louis, New York, New Jersey, Kansas City, Chicago, Atlanta, Cleveland, Denver, Houston, Los Angeles, Mokena, and Tampa. Stern Brothers employs twenty-eight (28) professionals assigned to investment banking, one (1) professional committed to underwriting, and fourteen (14) sales and trading professionals. Our independence allows us to craft the best solution for our clients without allegiance to proprietary products or platform -driven ideas. Nowhere is that more evident than among our variable -rate clients, whose demand notes we have enhanced using more than 35 different letter - of -credit providers. This single-minded, client -first approach also yields benefits due to our ability to have meaningful dialogue with, and solicit structuring ideas from, various investor bases. We pride ourselves on providing all the 'bulge -bracket' access to the largest institutional investors, yet being nimble enough to solicit ideas from investor groups that are traditionally overlooked. In the end, we deliver actionable, objective advice which benefits our issuing clients. 2 SternBrothcrs&Co. Stern Brothers is certified as a Woman -Owned Business Enterprise ("WBE") by several agencies nationwide including the City of Orlando. Stern Brothers & Co. is the nations' largest 100% woman owned WBE public finance/broker-dealer firm. Recently, Stern Brothers & Co. has served as Co -Senior Manager to the New York MTA and as Senior Manager to the City of Dallas Love Field Airport Modernization Corporation. As a smaller Firm, transactions the size of the City's are significant to Stern Brothers and receive the attention of senior bankers and our head underwriter. The financing team assembled for the City is led by Donna LoCascio, Managing Director and Cathy Bell, Managing Director, will serve as Co -Lead Banker. Additionally, Pepe Finn, Chairman and CEO will provide banking support and Gilmer Nix, Managing Director, will serve as the Firm's local contact to the City. Donna LoCascio, Managing Director Stern Brothers New York (631) 692-4984 (Ph) dlocascio@sternbrothers.com We thank you for the opportunity to respond to this selection process and hope you find our information of interest and value. If you have any questions or require additional information, please do not hesitate to call me directly. Sincerely, Donna LoCascio Managing Director 3 SternBrothers&Co. 4. Proposer's Overall Qualifications and Experience a. Proposer shall satisfy each of the minimum requirements listed under Section 2.9, Proposer's Minimum Qualifications, of the ni FQ. Proposer must also submit an affidavit of Proposers declaration of compliance to the Minimum Requirements and Pre -Requisites as stated in Section 2.9 Stern Brothers meets the qualifications listed under Section 2.9. Please see Appendix A for copies of the firm's Red Book listing, G-37 filing, and Certificate of Good Standing from the State of Florida. b. Describe your firm's underwriting practice as related to public finance. staffing in your final three (3) years ago and that of today; e public finance_ 100% of the firm's capital is committed to support public finance transactions. Stern Brothers & Co. has reinforced its commitment to expansion in recent years by hiring additional employees in offices throughout the country. Today, Stern Brothers employs fifty-four (54) professionals in twelve (12) cities — St. Louis, Tampa, New York, New Jersey, Kansas City, Chicago, Atlanta, Cleveland, Denver, Houston, Los Angeles, and Mokena. Stern Brothers employs twenty-eight (28) professionals assigned to investment banking, one (1) professional committed to underwriting, and fourteen (14) sales and trading professionals. In the past three (3) years, Stern Brothers has made significant efforts to grow our public finance practice and has strategically added seasoned bankers to our staff. . Disclosure by the underwriter of any conflicts of interest, as staled in MS.ItB Rule 6wz7, including finder's fees, fee splitting, or outer contractual arrangements of tlte firm that could present areal or perceived conflict Of interest. Addltzonglly, the firm should disclose zf there woe- any pending - -Investigations investigations of the firm -or -enforcement or disciplinary actions imposed on the firm within the past three (3) years by the Security Exchange Contratzssion (SEC) or other regulatory bodies, , Due to the nature of our business, in the normal course of business, Stern Brothers is subject to periodic inquiries and routine examinations conducted by the Financial Industry Regulatory Authority (FINRA, formerly the National Association of Securities Dealers, NASD), the U.S. Securities and Exchange Commission (SEC) and state regulatory agencies. Stern Brothers cooperates fully with these inquiries. At present, Stern Brothers & Co. is not subject to any threatened or pending proceedings, investigations, or litigation which would have a material adverse effect on the financial condition or the operations of the firm, including the ability of Stern Brothers to perform the services contemplated by City's request for qualifications. Additionally, Stern Brothers is aware of no conflicts of interest as stated in MSRB Rule G-17. d r Certify tine Proposer's Excess NV G'r rttal position as of September 30, 201410 date, ana Our most recent audited financial statements illustrate Stern Brothers' continued financial growth and overall financial stability. As of our most recent FOCUS report, for the period ending October 31, 2015, Stern Brothers had total capital, equity capital, and excess net capital of $5,276,919, $5,276,919, and $4,054,130 respectively. While improving the capital of the firm, we have also improved our cash flow position as illustrated by the growth of our cash and cash equivalents, deposits with clearing broker, and receivables from clearing broker line items in the balance sheet of our audited financial statements. Stern Brothers has the regulatory ability to 4 SternBrothers&Co. underwrite in excess of $400 million in bonds. Given our equity level and clearing firm deposits, we have the ability to inventory up to $120 million in bonds, depending on the type. We are proud of the fact that we have been able to attain this growth without assuming any long-term debt. Stern Brothers $5,276,718 & Co. Financial Capacity $5,276,718 $3,974,608 i $5,272,743 $5,272,743 $3,834,957 - 3'' $5,434,754 $5,434,754 $3,930,696 e $5,356,978 $5,356,978 $3,980,951 i $5,282,335 $5,282,335 $4,117,413 - $5,195,148 $5,195,148 $3,653,602 i_1 - e. Ltlsclose whether your Firm has been involved in the prior trade of securities for the City of 11 ianti:= rf so, please specify dates and provide detailed information concerning the services provide Stern Brothers & Co. has not yet had an opportunity to assist the City in the underwriting and primary sale of its bonds. However, to date, Stern Brothers has participated in over $3.1 billion in bond financings for issuers in Florida including the Florida Housing Finance Corporation. In addition, Stern Brothers is an active in the secondary market for Miami securities. We believe that our activity is impressive for the size of our firm. Regional Miami Secondary Market Trad ng Activity Re. ional Miami Volume 2015 YTD $4,460,000 2014. $7,565,000 5 SternBrothers&Co. S. Proposer's Ability to Underwrite Capacity Bond Describe the Proposer's bond sales abilities with emphasis on the Proposer's institutional and/or retail distribution capabilities and ability to place Florida paper. Include in a tabular format the following (limit to three pages): 1. Number of sales personnel in Florida 2. ` Number of offices in Florida;. and 3 Number of offices nationally. Today, Stern Brothers employs fifty-four (54) professionals in twelve (12) cities — St. Louis, Tampa, New York, New Jersey, Kansas City, Chicago, Atlanta, Cleveland, Denver, Houston, Los Angeles, and Mokena.. Our sales and trading desks are located in St. Louis, Kansas City, Chicago, Atlanta, and New Jersey. All of Stern Brothers' sales professionals are dedicated to municipal bonds. Sales and Trading Desks: Number of Sales and Trading Personnel: St. Louis 4 Kansas City 3 Chicago 3 Atlanta 2 New Jersey 1 Stern Brothers maintains one branch office in Tampa, Florida, staffed by Managing Director Gilmer Nix. b. For each of calendar years 2012, 2013 and 2014 and in tabular format set forth the total number of municipal bond transactions the Proposer has served as :Senior Manager and tile total par amount involved (limit to one page), Recently, Stem Brothers has served as Senior Manager and Co -Senior Manager for large issuers including the City of Dallas Love Field Airport Modernization Corporation, Metropolitan Transportation Authority, and Freddie Mac. Additionally, during the period from 2012 — 2014, Stern Brothers served as Senior, Co -Senior or Sole Underwriter on more than $1.6 billion par amount of bonds. Please see Appendix B for a list of Stern Brothers' highlighted recent experience. Senior, Co -Senior, and Sole Underwriter Experience t. 29 $1,159,820,000 33 $319,277,420 �� 9� _� 11 27 $160,362,000 89 $1,639,459,420 6 SternBrothcrs&Co. . For each of calendar years 2012, 2013, and 2014 in tabular format, set forth the total number of municipal bond transactions the Proposer has served as Co Manager and the total par amount involved (limit to one page), During the period from 2012 — 2014, Stern Brothers served as Co -Manager on more than $1.6 billion par amount of bonds. <.. m._ Co -Manager Experience �a.B as _' `,w�R_ $9,922,545,855 35 i. �.. 41 $5,664,399,964 26 $3,900,862,000 102 $19,487,807,819 d Provide information related to the Proposer's capitalization, as follows: a table that reflects the inost recent available data (include date) for the Proposer's' total capital and excess net (uncornunitted capital; and Stern Brothers has the regulatory ability to underwrite in excess of $400 million in bonds. Given our equity level and clearing firm deposits, we have the ability to inventory up to $120 million in bonds, depending on the type. We are proud of the fact that we have been able to attain this growth without assuming any long-term debt. Stern Brothers & Co. Financial Capacity $5,276,718 _ sa. $5,276,718 ASEM $3,974,608 $5,272,743 $5,272,743 $3,834,957 $5,434,754 $5,434,754 $3,930,696 $5,356,978 $5,356,978 $3,980,951 i $5,282,335 $5,282,335 $4,117,413 $5,195,148 $5,195,148 $3,653,602 Describe Proposers access to sources of current tnar et information to provide bond pricing data before, during and after the sales Stern Brothers is proud of the intellectual capital we bring to our clients. In order to deliver the best solutions for our clients, we harness the rich expertise of our seasoned bankers, sales staff, and research group. Our frequent activity and constant monitoring of market conditions and investor trends allows us to offer insightful structuring guidance, recommend appropriate market strategies and execute these offerings for our clients. Following the receipt of draft documentation from the Bond Counsel, Stern Brothers drafts a sales point memorandum for internal distribution. Then the Senior Bankers, along with the Fixed Rate Syndicate Manager, and Credit Analysts met with the sales team to discuss the anticipated bond issue, Stern Brothers emphasizes the key credit story of the issuer first in discussions, followed by the indicative pricing. This strategy of developing the credit behind the financing is critical to achieving the widest distribution of bonds for an issuer. The sales team then seeks to market the bonds first to investors who will be interested in the issuer for the credit 7 SternBrothers&Co. and not solely for the price. This creates a wider distribution by ensuring that investors are interested in the credit and that nominal changes in the market on the day of pricing will not deter participation. Once the transaction has been priced, Stern Brothers will provide post - pricing market support to allow the City to track its bonds trading in the secondary market as well as provide a comparison of the City's achieved pricing compared to other similar transactions that priced that day. These efforts involve the bankers assigned to the City's underwriting as well as our Head of Credit Analysis and his staff, our Syndicate Desk Manager, our Head of Secondary Trading and desk personnel, and our Institutional Sales force. Each of these individuals and their staff pay particular attention to every transaction assignment we receive and are available to both the banking staff and clients as we proceed through hiring, documentation, pricing, closing, and post pricing review. 8 SternBrothers&Co. 6. Qualifications and Experience of Personnel Provide resumes of each public finance professional that will be assigned to the Engagement. Describethe role of each in, and level of commitment to, the Engagement as well as their experience with municipal clients (limit to one pageper professional);.. Donna LoCascio, Managing Director, will lead the Finance Team assembled for the City. Cathy Bell, Managing Director, will serve as Co -Lead Banker to the City. Peggy Finn, Chairman and CEO, will also provide banking support along with Gilmer Nix, Managing Director. In addition, Joe Riley, Vice President and Head of Credit Analysis, will assist with credit, structuring solutions and rating agency interface, and Charity Garner, Analyst, will provide additional quantitative support. Our sales and trading desks are located in St. Louis, Kansas City and Chicago and are be led by Donald Clements, Managing Director of Short -Term and Variable -Rate Trading and Jeff Malone, Managing Director of Fixed -Rate Syndicate. David Hubeli, Vice President and Manager of Fixed Income Trading will assist with investor contact, structuring and sale of any bonds to be issued. Please see Appendix C for resumes of the public finance professionals assigned to the City. li. For the Proposer and for each employee of the Proposer listed above (je, the primary account executive and public finance professionals assigned to the Enrgagentent), a brief explanation ofi (i) litigation'pending or past judgments entered against the individual or his or her Proposer, because of en actor• ontissionof such individual in a professional liability action) if any; and . . Stern Brothers is not aware of any litigation pending or past judgments entered because of an act of omission in a professional liability action. oeurnentation of the Proposer's participation in the City's recent negotiated sale or sales of other municipalities in the State of Florida; and Stern Brothers has participated in the financing of more than $3.1 billion of bonds in Florida. Please see Appendix D for Official Statement cover pages of our recent highlighted Florida experience and a tabular listing of Stern Brothers' recent Florida transactions. el Provide no less than a list of three ()references within the past fve (5) years for whom simile services were performed. References Brian Hoelscher Executive Director & CEO Metropolitan St. Louis Sewer District (MSD) 2350 Market Street St. Louis, MO 63103 (314) 768-6245 Blhoel@stlmsd.com Corrine Steeger Assistant Director, Treasury Management City of Dallas 1500 Marilla Street Room 2BS Dallas, TX 75201 (214) 670-3543 Corrine.steeper@dallascityhall.com Wayne Conner Development Officer Florida Housing Finance Corporation 227 North Borough Street, Suite 5000 Tallahassee, Florida 32301 (850) 488-4197 9 SternBrothcrs&Co. e. Relevant experience of the firm and the individuals assigned to the issuer, and the identification and experience of' the individual in charge of the day-to-day management of the bond sale, including both the investment banker(s) and the underH'riter(s). Our transactional experience has a depth and breadth that rivals even the largest investment banking firms. The Finance Team assembled by Stern Brothers includes seasoned bankers with years of experience. Unlike most investment banks, Stern Brothers hires predominantly seasoned bankers with greater than 15 years of experience. Our significant experience across all segments of the municipal capital markets gives us familiarity with the many executions available to structure and sell fixed and variable -rate, tax-exempt and taxable bonds in an efficient and effective manner. Below are some of Stem Brothers' recent transactions: $500,000,000 Metropolitan Transportation Authority MTA Transportation Revenue Bonds Series 2014 C Special Co -Senior Manager $250,000,000 Triborough Bridge and Tunnel Authority! General Revenue Bonds Series 2014A Co -Manager $104,110,000 New York City Housing Development Corporation NYCi1-IDC Multi -Family Housing Revenue Bonds 2014 Co -Manager $750,000,000 State of Illinois General Obligation Bends Series 2014 Co -Manager $1,9,17,380,000 City of Chicago, O'Hare International Airport Airport Senior Lien Revenue Bonds Series 2015 Co -Manager $109,235,000 Love Field Airport Modernization Corporation (Dallas, TX) General Airport Revenue Bonds Series 2015 Bookrunning Senior Manager Donna LoCascio joined Stern Brothers as Managing Director, opening the New York office in January 2013. She is nationally recognized in the structuring and marketing of municipal and public -private project finance debt. Donna is Stern Brothers' lead banker to the New York Metropolitan Transportation Authority, where Stern Brothers will serve as Co -Manager and rotating Co -Senior Manager and Remarketing Agent for the next three years. In June 2014, Stern Brothers served as Special Co -Senior Manager with the MTA on a $500,000,000 Transportation Revenue Bond transaction and recently worked as a Co-remarketer with Goldman Sachs on a $79 million MTA Dedicated Tax Fund Floating Rate Tender Note. Additionally, Donna works with the Stern Brothers team dedicated to the State of Illinois and the City of Chicago, where we have served as Co -Manager for General Obligation and Water/Sewer bonds, as well as Chicago O'Hare and Midway Airport. Ms. LoCascio was one of the lead bankers for a $1,947,380,000 $400 million City of Chicago Water Revenue Bond Issue in 2014. 10 SternBrothers&Co, Transportation - Transportation is a growth sector for Stern Brothers where we senior managed our first transaction this summer for the Love Field Airport Modernization Corporation in Dallas, Texas. Other highlights of our sector experience include serving as a rotating co -senior manager to the Metropolitan Transportation Authority and a co -manager to the City of Chicago on its O'Hare International Airport and Midway Airport financing programs. In addition, Stern Brothers has worked extensively with the Bi-State Development Agency of the Missouri -Illinois Metropolitan District which owns and operates the St. Louis metropolitan area's public transit system, including light rail, bus and van transportation. Project Finance and Economic Development - Stern Brothers advises municipalities, private developers and corporations on the financing of mixed use, economic development projects throughout the United States. Stern Brothers specializes in tax increment financing and integrating other creative instruments such as New Market Tax Credits, traditional bank financing, equity and EB-5 to provide comprehensive financial solutions for projects. Recently, Ms. LoCascio served as lead banker for $7,500,000 Sales Tax Increment Revenue Notes for Harrison County, West Virginia. Stern Brothers served as Placement Agent on this transaction, and worked directly with investors to help meet the issuer's financing needs. We are able to effectively address concerns surrounding challenged TIF projects. Water/Sewer - Stern Brothers has recently worked with various Water and Wastewater systems as Underwriter, Financial Advisor, or Co -Manager, developing both fixed and variable rate solutions to provide the best financing solution. As Sole Manager for the City of Fullerton, California's 2014 issuance of tax-exempt Water Revenue Refunding bonds, Stern Brothers helped the City refinance an installment payment obligation of the City and the related 2004 Water Revenue Certificates of Participation to achieve present value savings of 8.956%. Stern Brothers_ underwrote approximately 5.3% of the Bonds. Renewable Energy - Stern Brothers' experience includes the expertise of our highly regarded Alternative Energy Finance Group. Stern Brothers' Alternative Energy Finance Group focuses on the structuring and placement of debt for projects across all sectors of the industry. Stern Brothers practice includes projects in biofuels, biochemicals, biomass, landfill gas, and waste -to - energy that are seeking the use of tax-exempt and/or taxable bonds as a source of leverage. Donna worked on the financing of the City of San Diego wastewater treatment project that captured methane gas and used it as a fuel source to generate renewable electricity. The Firm also acts as a Financial Advisor to alternative energy companies seeking project equity and M & A opportunities. The structuring and execution experience developed over the past several years places Stern Brothers at the forefront of renewable energy finance. Coastal cities such as Miami must be vigilant in the implementation of renewable energy programs to reduce carbon emissions and global warming, as rising sea levels could threaten coastal infrastructure and issuer ratings. As a smaller firm, transactions the size of the City's are significant to Stern Brothers & Co. and receive the attention of senior bankers and our head underwriter. Our small size belies our ability to structure and manage large transactions, as we are disproportionately able to trade, inventory and sell bonds. The following case studies exemplify our ability to serve large issuers such as the City: 11 SternBrothers&Co. Metro olitan Transportation Authority, Transportation Revenue Bonds, Series 2014C In June 2014 the Stern Brothers' team, led by Donna LoCascio, served as Co -Senior Manager for the New York Metropolitan Transportation Authority's issuance of $500,000,000 in new money Transportation Revenue Bonds, As the transaction approached pricing, a variety of issues arose casting doubts over the Authority's A2/AA-/A rating which could have potentially adversely affected the pricing of the bonds. Most notably, a labor dispute between the Long Island Railroad and its union workers created the potential of a labor strike. After a settlement resulting in additional money being devoted to the Authority's pension, questions remained about the Authority's ability to maintain their credit ratings. Despite these challenges, the Stern Brothers team was able to communicate with our institutional client base and defuse these market uncertainties with our buy -side clients and successfully sell the bonds. Our success in this case stemmed directly from the experience of our banking team in supporting a transaction for a complex credit. This coupled with our unique distribution capabilities and our experienced sales staff allowed Stern Brothers to succeed where the other institution could not in this difficult market. Dallas Love Field Airport Modernization Cor oration, Series 2015 Stern Brothers & Co. served as Senior Book -Running Manager to the Dallas Love Field Airport Modernization Corporation's $109,235,000 Series 2015 AMT General Airport Revenue Bonds sold on July 22, 2015. Before pricing, Stern Brothers held an investor call and coordinated to allow investors to submit questions to the City for clarification. The Bonds generated $648.2 million in orders and were approximately 5.93 times oversubscribed. Although there were several other AMT issues in the market the same week, we were able to tighten spreads by up to 9 bps, providing the issuer lower rates than initially indicated by the market. Our performance on this transaction exemplifies the firm's ability to serve as Book -Running Senior Manager. f. A description of tlie,firin .s bond distribution capabilities including the experience of the individual prinnarily responsible for underwriting the proposed bonds. The firm's ability to aecess both retail and institutional investors should be described Stern Brothers has proven our ability to distribute bonds nationwide to Tier 1, 2 and 3 institutions; as well as, regionally and within Florida to banks and small money -management buyers. The majority of the accounts we place orders for are second and third tier institutional accounts, a segment of the marketplace that is not always well -covered by larger competitors. These accounts are made up of regional and smaller bond funds, insurance companies, unit trusts, trust companies, separately managed assets, private money managers, corporations and regional and community banks. Tier 1 Institutional Investors - Stern Brothers has account coverage for the majority of Tier 1 institutional investors. We work with these accounts daily in both primary offerings as well as secondary market trading. Our institutional sales force has significant relationships with all of the major Tier 1 municipal investors. We have made a conscious decision to add to this staff only from proven professionals with established "buy -side" client relationships rather than growing his force organically from within. This allows us to leverage off their long-term 12 SternBrothers&Co. commitment to the municipal business and gives us insight into the prevailing buying / trading market trends. We have the market expertise to successfully underwrite the City's bond issue to capture the Tier 1 investor segment. Our firm's secondary market trading assists with price discovery and gives us knowledge base of likely buyers. Additionally, because we routinely conduct secondary market trades with Tier 1 accounts such as Nuveen and Black Rock, we have well -established relationships with these potential buyers of the City's bonds. Tier 2 and Tier 3 Institutional / High Net Worth Investors - The majority of the accounts we place orders for are second and third tier institutional accounts. These accounts are made up of regional and smaller bond funds, insurance companies, unit trusts, trust companies, separately managed assets, money managers and regional and community banks. We work with these accounts daily in the secondary market. This is a segment of the investor marketplace that is not covered by our larger competitors. By adding Stern Brothers to your underwriting team, the City will gain access to these segments of the investor market which will not only generate wider distribution of the City's securities, but also result in lower interest costs. Tier 1 • Nuveen • PIMCO 'Black Rock • All -State • WAMCO • JP Morgan • Wells Fargo MR I= *Alliance Bernstein •Bel Air *MacKay Shields •Buckingham •Bessemer Mist •Moneta Ckoup •Northern Trust •UMB Bank Trust • GSAM • Commerce Bank Trust •Ctunberland Advisors •Central Bank •Brecldnridge •Paragon Capital Retail Marketing Efforts - We often work with local retail firms and larger nationally balanced retail firms to offer distribution of primary offerings to local and regional retail customers. We also maintain close relationships with a number of financial advisors, single managed accounts and trust companies and departments who are frequently in the market for "retail bonds" (normally those within the first fifteen maturities) for distribution to their clients or portfolios. Stern Brothers is also willing to partner with local retail firms in the region and work with these firm's for priority of distribution to their accounts and clients first. Our institutional sales force covers virtually every major institutional buyer of municipal securities nationwide. StcrnBrothcrs&Co. 7. Understanding of City: a, Describe the Proposer's understanding of the City's financial situation, including ideas on how the City should approach its current financing issues such as bond structures, credit rating strategies and investor marketing strategies (limit to two pages); and It is our belief that a comprehensive rating agency strategy for any issuer starts with a top down assessment of how a credit is improving, or at the least, maintaining its standard of quality. For the City of Miami, this would start with a detailed examination of the economy of Florida in general and segue into the economy of the City in particular. Once the economic case has been laid before the agencies, updating the current and future financial projections will establish what we believe to be the three critical points that determine a rating agencies' attitude towards an issuer; planning, oversight, and disclosure. It is our belief that the agencies know 95% of what they need to know to update their ratings before a presentation begins. It is therefore important to provide a well prepared presentation that addresses all of the submitted questions, yet also informs of important new developments, in order to demonstrate quality of the borrower's leadership, one of the less measurable components of the remaining 5% that ultimately determine the borrower's rating. Detailing the depth of the City's operational planning and proposed capital budget allows the leadership team to reinforce that they are the experts in the field and that the City's budgetary flexibility will only continue to improve. This is particularly important for an issuer such as the City, which recently received from S&P a significant upgrade on its general obligation debt due to an improved management score. The City's strong economy and declining unemployment rates in recent years has put the City on track to have strong liquidity and budgetary flexibility throughout the coming years. Rating agencies will want to see that management conditions are stable and that the management team will keep this growth and improvement on track. It will be important to demonstrate that the City's plans provide consideration for contingencies and address concerns surrounding pension plans and ongoing litigation involving the City. By showing that oversight has been exercised over capital planning, the City management will demonstrate that they hold themselves accountable for providing a longer record of positive results for the City. Finally, we normally recommend that issuers commit, and express the commitment to the rating agencies especially, to increasing the frequency and quality of their continuing disclosure. We believe that this step is among the most important in that, even if the bond ratings are not visibly adjusted due to this high level of disclosure, we do believe that it results in stronger rates from investors. The municipal bond market is the least efficient and liquid of all the major American financial markets. The primary reason for this in our opinion is the limited amount of disclosure required by regulators and the attitude of most bond issuers to offer only the minimum requirement. We believe this will change in the future as regulators impose more stringent disclosure requirements, but in the meantime we fully believe that issuers such as the Authority that go above and beyond will benefit at the expense of less open capital competitors. 14 SternBrothers&Co. b. Describe the Proposer's understanding of the City's local political, economic, legal and other issues that may affect the proposed financing (limit to two (2) pages), The Miami economy continues to thrive, diversify and expand. Unemployment rates are improving and consumer spending has risen, while estimates project that Miami's population is growing at a level much higher than that of the State of Florida, particularly among Hispanic and Latin American populations. While international trade and tourism continue to drive the City's economy, recent credit rating upgrades by commercial rating agencies send a positive signal to the investment community that the City has bounced back from the recession and has a bright future ahead. Robust new construction is underway in the City, driven mostly by retail and mixed -use projects. Some of the most notable projects include the Miami World Center and the Brickell City Center. The Brickell City Center is expected to bring an entirely new level of luxury and urban living to the Miami Financial District. Miami World Center, located immediately north of the Central Business district in close proximity to the American Airlines Arena, will be the new home to the 1,800-room Marriot Marquis World Hotel and Convention Center, the largest convention center in the Southeast with 600,000 square feet of space. The Miami Central Station promises to be the major transportation hub of the southern Florida region with links to bus, air and rail transportation modes, All Aboard Florida is projected to provide service between Miami and Orlando, removing 3 million cars from the road annually and providing the catalyst for mixed -use development around these stations as well. Providing power to these many new projects will create around -the -clock energy consumption within the City. Therefore, Miami's Sustainable Initiatives should continue to promote energy efficiency, reduce greenhouse emissions, recycle waste, and promote renewable energy projects like methane recapture at wastewater treatment plants. Stern Brothers' Renewable Energy Group has experience working with other major cities like Miami to finance methane recapture projects. These wastewater treatment plants convert that gas to a fuel that can produce electricity and help meet the City's energy needs. Another impact this growth will have on the City is that the local labor force will need to expand in order to provide a steady supply of-clie:a-p1 bor to all of these new developments. The median household income for Miami for 2009-2013 was $30,375, versus $46,956 statewide for the same period. Affordable housing is greatly needed within the City. Without affordable housing stock, the steady supply of labor necessary to staff these new developments will be hard to find. Stern Brothers has an affordable housing investment banking team that is experienced with a variety of both multi and single family housing financing techniques and can help the City meet these financing needs. Along with the City's robust growth come many new demands. These impressive developments all come with a price. In the coming years, there will be a tremendous need for expanded municipal services such as fire, police, water, sewer, affordable housing, energy and garbage collection, to name a few. While the City has clearly emerged from the recession, the impact of increases in employee wages and benefits will be carefully monitored by the capital markets. The need for additional municipal infrastructure will either need to be paid through public -private partnerships (P3), EB-5 or place additional debt burden on the City. Continued 15 SternBrothers&Co. budgetary flexibility and a growing general fund balance are key credit qualities that investors will follow carefully. Stern Brothers has the knowledge and experience necessary to assist the City in order to successfully meet these growing financing needs. 16 SternBrothers&Co. 8. Description of the approach to providing services requested in the solicitation Provide' a synopsis of the Proposer's process and procedures, the standards it adheres to, and its general philosophy to the underwriting process Describe how the Proposer views the roles of the other parties, such as the client, in the process. We firmly believe that our interests should be, and are, completely aligned with our clients'. As a privately held, independent investment bank, Stern Brothers is not tied to a larger broker -dealer or commercial bank that may have priorities beyond public and project finance. Stern Brothers fully commits its balance sheet in support of public finance transactions for which it is engaged, and all of the firm's capital is committed to municipal market activities. We possess the ability to run, in-house, all cash flow or structuring reports and analyses that the investor community and rating agencies have come to rely on. The fact that we are an independent, women owned investment banking firm with nearly one hundred years' experience serving the public finance sector should not be over -looked. Additionally, we maintain excellent working relationships with our municipal issuer/clientele and borrower/obligors, as well as the investors who purchase these securities. These relationships and our ability to "think outside the box" coupled with our "hands on" approach delivers maximum flexibility to our clients - more so than most of our competitors. Stern Brothers commits to using all of its resources for the benefit of the City. As underwriter, Stern Brothers & Co.'s goal is the distribution of our client's securities to the marketplace of municipal investors. It is our duty to achieve the best execution for our clients' securities whether in the primary offering market or in secondary trading. At times it becomes necessary to utilize the firm's resources to ensure the success of our client's transaction. In these situations, Stern Brothers utilizes its balance sheet to ensure the client receives the most competitive interest rate on its bonds in the market. Further, we believe that the inclusion of minority and women -owned business enterprises, along with small, local and emerging business at all levels of the deal team will emphasize the City's commitment to diversity. As a certified Women Business Enterprise (certification of which is included as Appendix E), Stern Brothers & Co. is keenly aware of the importance and benefit of strategic alliances with other like-minded entities and we are committed to equal employment opportunities. 17 SternBrothcrs&Co. Appendix A: Required Forms [Remainder of page intentionally blank] Certification Statement Please quote on this form, if applicable, net prices for the item(s) listed. Return signed original and retain a copy for your files. Nees should include all costs, including transportation to destination. The City reserves the right to accept or reject all or any part of this submission. Prices should be farm for a minimum of 180 days following the time set for closing of the submissions. In the event of errors in extension of totals, the unit prices shall govern in determining the quoted prices. We (1) certify that we have read your solicitation, completed the necessary documents, and propose to furnish and deliver, F.O.S. DESTINATION, the items or services specified herein. The undersigned hereby certifies that neither the contractual party nor any of its principal owners or personnel have been convicted of any of the violations, or debarred or suspended as set in section 18-107 or Ordinance No. 12271. All exceptions to this submission have been documented in the section below (refer to paragraph and section). EXCEPTIONS: We (1) certify that any and all information contained in this submission is true; and we (1) further certify that this submission is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a submission for the same materials, supplies, equipment, or service, and is in all respects fair and without collusion or fraud. We (1) agree to abide by allterms and conditions of this solicitation and certify that I am authorized to sign this submission for the submitter. Please print the following and sign your name: SUPPLIER NAME: Stern Brothers & Co. ADDRESS: 8000 Maryland Avenue, Suite 800 St. Louis, MO 63105 PHONE: 314-727-5519 EMAIL: kwarren@sternbrothers.corn SIGNED BY: TITLE: Chief Compliance Officer FAX' 814-727-7313 BEEPER: N/A DATE: 12/15/2015 FAILURETO COMPLETE SIGN. AND RETURN THIS TORN SUALLDISOUALIFY T)1DS BID, Page 2 of 42 Certifications Legal Name of Firm: Stern Brothers & Co. Entity Type: Partnership, Sole Proprietorship, Corporation, etc. Corporation Year Established: 1975 Office Location: City of Miami, Miami -Dade County, or Other Tampa, Florida (Local Office), St. Louis, Missouri (Headquarters) Occupational License Number: CRD #16325 Occupational License Issuing Agency: FINRA Florida Securities Firm File Number: 049266D Occupational License Expiration Date: N/A Please list and acknowledge all addendum/addenda received. List the addendurn/addenda number and date of receipt (i.e. Addendum No. 1, 7/1 /07). If no addendum/addenda was/were issued, please insert N/A. Addendum No. 1,12/2/2015, Addendum No. 2,12/10/2015 If Proposer has a Local Office, as defined under Chapter 18/Articlle III, Section 18-73 of the City Code, has Proposer filled out, notarized, and included with its bid response the "City of Miami Local Office Certification" form? YES OR NO? (The City of Miami. Local Office Certification form is located in the Oracle Sourcing system (9Supplier"), under the Header/Notes and Attachments Section of this solicitation) No. Stem Brothers maintains an office in Tampa, Florida. Page 3 of 42 STERN BROTHERS & CO. Issue Specialization; Education. Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, industrial Dev, Public Facilities, Transportation, Utilities Member. FINRA SIPC 8000 Maryland Ave. Ste. 800 St Louis, MO 63105-3911 Tel: 314-727-5519 Fax: 314-727-7313 Email: generalmad@stembrathers.com www.stembrothers.com DTC: 0443 NSCC: 0443 Alpha: SBRO Tax ID: 43-1357568 Clear Thru: Pershing Clearing Services Experience: Underwriter pfinne tstembrolherscom Tim Hosier, COO, 314-743-3050 thoster©sternbroihers.com Terrence M. Finn, Pres. 314-743-4010 tfinn@b eritirothers.com Alicea Fletcher, Mng Dir, 214-740-2152 a.`letcherastarnbrothers com John M. May, Mng Dir, 314-743-4026 jmayesternbrothers.com Robert R. Swanger, Mng Dir, 314-743-4009 bswangeresiembrothers.com Marvin D. Anderson, SVP, 314-743-4028 mandersona stembrothers.com Ronald O. Braun, SVP, 314-743-4018 rbraun@stembrothers.eom Charles T. Forrest, SVP, 314-743-4007 ctorrest@s#ernbroihers.com Lester H. Krone, SVP, 314-743-3054 ikmneestembrothers com David Hubeli, VP, 314-743-4012 dhubeti@aternbrothers.can Adam D. Pierce, Assoc Inv Bnkr, 314-743-4003 apler eisstembrotherscom underwriting Private placement - financial advisory • CAPABILITIES INCLUDE PROFICIENCY in the these areas Lauren A. WaldLap, 314-743-4F}23-' Iwaldrop@ = INSTrru-noNAt§ William M. Stem 314-743-40 bstem2e. Matthew J. Giun 314-743-401a :' mguntaltstemb Daniel T. Hagerri 314-743-4004= rlitagemenn Robert S. Klostemn i 314-743-4025z t � rrdostenseier@ '.- Raquel M. Kos 314-743-402 rkoerkenm MUNICIPAL TRAIN UNDERWR1 l Tel: 816 268-87j Jeffrey D. Mobil@ (Kansas CO' ?_ imatenelabloproperg David P. Hideo ; drubesestemb debt capacity & analysis • remarketini a Higher Education Health Care » Affordable Housing » Infrastructure » Renewable Energy » TIF & TDD Since Stem Brothers & Co.'sfounding in 1917, your vision has been our mission With a national reputation for excellence in investment banking, Stern Brothers:: financial advisor or underwriter. Almost a century after our founding, 100% o€yS resources are still dedicated to public finance. Member. FINRA,SIPC DTC: 0443 MPtD: SBRO Tax ID_ 433-135756a Clear Thru: Pershing Clearing Services OFFICE LOCATIONS: St. Louis (Headquarters} • Atlanta • Chicago • Cleveland • Dallas • Denver k Houston • Kansas City • Los Angeles • Reno • San Francisco • Seattle • Tamp 8000 Suite St: Lou 33:4.7 SternBrothers&Co, 122 The Bond Buyer's Municipal Marketplace® Fail 2012 www.munimarke rS fi ;and BATE 7,43-4015 th .Care 'Public AAUP j i;ltiluni 77 -2233 4 342,8439 3&8488 *2 2153 leadestitetcorn Cad E. Ramey, First VP, 314-342-2242 rameycbastireicom William Rebore. First VP, 314-412-2437 reborew©srrfei.com Thomas Crabtree, VP, 314-342-8457 orabtreetesh7ei.00m Martin Ghafoori, VP, 314-342-8467 ghatoorlm@srdel.com John P. Klaus, VP, 314-3422239 klauslastifetcom Gina C_ Martin, Asst VP, 314-342-7366 mar€atgeslifel.com Brittany Pullen, Asst VP, 314-342--2936 pulienbOshietcom Lauren Ridenhour, Analyst, 314-3312-4066 rldshouri@stifeLcom ROCKY MOUNTAIN UNDERWRITING Michael Imhoff, Mng Dir & Head of Underwriting, 303-291-5383 miorhoff8alifel.com Alan Murphy, 303-291-5322 misphyaestifef.com CENTRALtMIDWEST UNDERWRITING Jim Prat, VP, 314342-2740 prat§etstitel.cwrt Mark Shamleffer, 314-342-2740 sharniefferestifacorn FAR WEST UNDERWRITING Peter Colvin, Mng Dir, 415-445-2352 paolvfnestiteLcom Betsy Kfehn, VP, 415-445-2303 bkiehnbstifei.com NEW JERSEY/NEW YORK UNDERWRITING Michael Vitieito, Mng Dir, 973-549-4301 michael.vitielloa3GfeLwm RETAIL MUNICIPAL TRADING Ed Poth, Dir, 314-342-2750 pothe esafeLcom INSTITUTIONAL TRADING Brian Fox, 415-4452634 bfoxestirel.com Derek Sanders, 415-445-2814 dsanders4slfal.com Dick Stack, 212-847-6046 stackr kst8eLcom Elizabeth Nielsen, 303-291-5280 raetseris esii€el.00m Leroy Vigil, 303-291-5271 levigilestiteLewn TAXABLE MUNI TRADING Michael Blake, VP, 415-445-2375 mbiake§siltei.rxm INSTITUTIONAL SALES Chuck Jones, 314-726-8243 joneseastifetcorn Rodney Krause, 344-342273/ krauserti stifeLccm Kimberley Siegel, 314-342-2885 siegelkbstitei.com OTHER PUBLIC FINANCE LOCATIONS: AZ: Phoenix CA: Los Angeles, San Francisco CO: Denver IL: Chicago, Edwardsville KS: Wichita MD: Annapolis MI: Okemos NY: New York OH: Cleveland, Columbus TX San Antonio VA: Richmond WI: Brookfield TRADING/UNDERWRITING LOCATIONS: CA: San Francisco CO: Denver MN: Minneapolis MO: St. Louis NJ: Florham Park TX Dallas WELLS FARGO ADVISORS Formerly: Wachovia Securities Issue Specialization: Education, Electric Power, Environmental FaciTities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member. SIFMA FINRA One N. Jefferson St. Louis, MO 63103 DTC: 0141 Alpha: WRET Tax ID: 34-1542819 RETAIL FIXED INCOME TRADING Tel: 314-875-5000 MUNICIPAL TRADING Tel: 314-875-5050 RETAIL MUNICIPAL SYNDICATE Tel: 314-875-5075 • Listing continued er's Municipal Marketplace® Fall 2012 www.munimarketplace.com FIFTH THIRD SECURITIES IPiC. Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, industrial Dev, Public Facilities, Transportation, Utilities Member. SIFMA FINRA SIPC Fifth Third Centre 8000 Maryland Ave„ Ste. 1400 MD 1FTCA2 St Louis, MO 63105 www.53.com DTC: 0196 NSCC: 0196 Tax ID: 31-4122170 Experience: Underwriter Main Office: Cincinnati, OH Stephanie Dobson, AVP, 314-889-3381 Fax: 314-889-3352 stephartfe.dobson053.com under vntt,,,g +uc:cuw,, t enerar rarease, Public Facltiies. Utilities Member. SiFMA FINRA SIPC 6401 Swingley Ridge Rd. Ste. 210 St Louis, MO 63017 Tel: lam, 6-.537-9933 Fax: 636-537-9005 Ema tlf rt@rjtartco.com wwwijhadco.com DTC: 443 Alpha: LJHT Tax DD: 43-1592723 Clear Thru: Pershing Larry J. Hart, Pres, CEO Mary I . Whitmore, EVP Roger D. Adamson, VP Bruce A. Johnson, VP Thomas J. Pisarkiewka, VP/CFO Courtney B. Wegman, VP Bradley M. Wegman, Asst VP Kelly E. Liermann, Sr Analyst Loren R. Severs, Sr Analyst Sarah A. Buczkiewicz, Analyst Holly A. Murphy, Analyst Sam R. Woodring, Analyst Becky A. Reed, Admin Asst private placement . 5nande advisory CAP BILIT S INCLUDE PROFICIENCY in the these areas t >BiRUT#.IIE Issue Special` Education, Environme General:,' Housing,:1 Facilities;?: Utilities Member: FIND} 8000 Marylatlia:' Ste. 800 '' St. Louis, tu10631i_ Tel; 314-727-55a9 Fax: 314-727,7_ Email generafrikD www.sternbrotheis. DTC: 0443 NSCC: 044,1 Alpha: SBRO c Tax ID: 43-1357 Clear Thru: Persh Services Experience: Und PUBLIC FIN Peggy P. Fnn,. 314-743 40051, pfinn@ste tee, debt capacity & analysis • renta,icejing' p Higher Education » Health Care a Affordable Housing a Infrastructure Renewable Energy a TIF & TDD Since Stern Brothers & Co.'s founding in 1917, your vision has been ournr With a national reputation for excellence in investment banking, Stem Brota e serve as financial advisor or underwriter. Almost a century after our founding Stern Brothers resources are still dedicated to public finance. Woman -Owned Business Enterprise (WBE) Member. FINRA, SIPC DTC: 0443 MPID: SBRO Tax ID: 43-1357568 Clear Thru: Pershing LLC 8000 Maryfarid. Suite 800 ;' St. Louis, M. 314.727.55 800.465S53g St Louis (Headquarters) • Atlanta • Chicago • Cleveland • Denver • Defco Houston • Kansas City • Los Angeles • New York • Reno • San Francisco • Seattle Sternfrothers&Co. 114 The Bond Buyer's Municipal Marketplaceet Fall 2014 www.muntimarke ?,. U&ttx710.8920 - 3564 !48-4006 314-743-4013 Imiriani@atarnbrothers corn Peggy L. Boliman, VP, Asst Secy & Asst Tress, 314743-4011 pbollman@sternbeat ers.com Karen K. Warren, VP - Opers and Compliance, 314-743-3051 krrarcen@stembrothers cord MARKEi"ING AND CORPORATE COMMUNICATLONS Lisa Liebschutz, Dir, 314-743-4015 Iliebschutz4lstembrothers.carn STIFEL, NICOLAUS & COMPANY, INCORPORATED issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, U6littes Member- SIFMA FINRA SIPC 501 N. Broadway, 8th FL St Louis, MO 63102 Tel: 314-342-2166 Fax: 314-342-2179 www.stifel.com DTC: 793 NSCC: 0793 Alpha: STFL Tax ID: 43-0538770 Experience: Underwriter MUNICIPAL. FINANCE GROUP Kenneth Williams, EVP Dir of Muni Fein Gm, 415.364-6843 kwilrtams@stifetcom PUBLIC FINANCE Peter J. Czajkowski, Mng Dir & Co-Dir of Pub Fin, 314-342-2165 czajkowp@stilel com Lorenzo Boyd, Mng Dir, 314-342-8477 boydl@sttrel.com Judith C. Combs, Mng Dir, 314-342.2136 combsjesefel.cam James J. Lahay, Mng Dir, 314-342-4002 lahayj@stfel.com Paul Luhmann, Mng Dir, 314-342-8439 lutrnanr reatifeLcom Anne Noble, Mng Dir, 314-342-8488 noblea@sttfeLcom Laura Radcliff, Mng Dir, 314-342-2153 raddiftifestifet mm xtr��vutn JT. LOUIS Carl E. Ramey, Mng Dlr, 314-342-2242 rameycnstifeLcom Thomas Crabtree, Dir, 314-342-8457 teabtreet@stifet corn Martin Ghafoori, Dir, 314342-8467 ghafoorim@stifetcom John P. Klaus, Dir, 314-342-2239 ickluspestilacom Sean P_ McCarthy, Dir, 314-342-2737 mccarthysestifel.com Dennis Les, VP, 314-420-2264 lead@artfel.com James Burgett, VP, 618-830-9782 b urgettj@sIiteLcom Brittany Pullen, VP, 314-342-2936 puiletib@stiiel.ccm Gina C. Martin, Asst VP, 314-342-7366 marlingtestifeLcom Becky Esrock, Analyst, 314-342-2923 esrmckbestiteLcom Michael Talent, Analyst, 314-343-4066 tales m@stifei corn ROCKY MOUNTAIN UNDERWRITING Michael Imhoff, king Dir & Head of Underwriting, 303-291-5383 mfrrdtottestifet com Alan Mtaptty, Mng Dir, 303-291-5322 rnurphya@stifeLcom CENTRALJMIDWEST UNDERWRITING Jim Pratt, Dir, 314-342-2740 pratij@sttel.com Mark Shamleffer, Dir, 314-342-2740 shamleffer@s,itel.com FAR WEST tJNDERWRmNG Betsy Kiehn, Dir, 415-364-2791 bkiehn@stffetcom Ben Stem, Mng Dir, 213-443.5a25 bstem@stifeLcom NEW JERSEY/NEW YORK UNDERWRITING Michael Vitiello, Mng Dir, 973-549-4301 rnichaeLvitielta@atifelcom RETAIL MUNICIPAL TRADING Ed Poth, Mng Dir, 314-342-2750 pofhe@stifetcom INSTITUTIONAL TRADING Brian Fox, Mng Dir, 415-364-2834 bioxelatifel com Elizabeth Funk, VP, 303-291-5280 funkeestilei.core Listing continued u ret'S Municipal Marketplace® Fall 2014 www,mvmimarketplace.cotrt 115 State of Florida Department of State I certify from the records of this office that STERN BROTHERS & CO. is a Missouri corporation authorized to transact business in the State of Florida, qualified on December 5, 2000. The document number of this corporation is F00000006706. I further certify that said corporation has paid all fees due this office through December 31, 2015, that its most recent annual report/uniform business report was filed on January 13, 2015, and its status is active. I further certify that said corporation has not filed a Certificate of Withdrawal. Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capital, this the Thirteenth day of January, 2015 164% 044A Secretary of State Authentication ID: CC7552817816 To authenticate this certificate,visit the following site,enter this ID, and then follow the instructions displayed. https://efile.sunbiz.orgicertauthver.html FORM G-37 Name of dealer: Stern Brothers & Co. Report Period: Third Quarter of 2015 State None State None I. CONTRIBUTIONS made to issuer officials (listed by state) Complete name, title (including any city/county/state or other political subdivision) of issuer official lIrMSRB Contributions by each contributor category (Le., dealer, dealer eontrolled PAC, municipal finance professional controlled PAC, municipal finance professionals and non-MFP executive officers). For each contribution, list contribution amount and contributor category (For example, $500 contribution by non-MFP executive officer) If any contribution is the subject of an automatic exemption pursuant to Rule G-37(j), list amount of contribution and date of such automatic exemption. U. PAYMENTS made to political parties of states or political subdivisions (listed by state) Complete name (including any city/county/state or other political subdivision) of political party Payments by each contributor category (Le., dealer, dealer controlled PAC, municipal finance professional controlled MC, municipal finance professionals, and non-MFP executive officers). For each payment, list payment amount and contributor category (For example, $500 payment by non-MFP executive officer) FORM G-37 Contribution State III. CONTRIBUTIONS made to bond ballot campaigns (listed by state) Official name of bond ballot campaign and jurisdiction (including city/county/state or other political subdivision) for which municipal securities would be issued and the name of the entity issuing the municipal securities �MSRB Contributions, including the specific date the contributions were made, by each contributor category (i.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals and non-MFP executive officers). For each contribution, list contribution amount and contributor category (For example, $500 contribution by non-MFP executive officer) None Reimbursement List below any payments or reimbursements, related to any disclosed bond ballot contribution, received by each broker, dealer or municipal securities dealer, municipal finance professional or non-MFP executive officer from any third party, including the amount paid and the name of the third party making such payments or reimbursements. None FORM G-37 1rMSRJ3 IV. ISSUERS with which dealer has engaged in municipal securities business (listed by state) A. Municipal Securities Business State Complete name of issuer and Type of municipal securities business city/county (negotiated underwriting, agency offering, financial advisor, or remarketing agent) See Attachment B. Ballot -Approved Offerings Full issuer name and full issue description of any primary offering resulting from the bond ballot campaign to which each contributor category (i.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals and non-MMMFP executive officers) has made a contribution and the reportable date of selection onwhich the broker, dealer or municipal securities dealer was selected to engage in such municipal securities business. Full Issuer Name Full Issue Description Reportable Date of Selection None FORM G-37 Signature: electronic Name: KAREN WARREN Address: 8000 MarylandAve., St, Louis, MO 63105 Phone: 314-743-3051 Date: Oct 28, 2013 Submit two completed forms quarterly by due date (specified by the MS12B) to: Municipal Securities Rulemaking Board 1900 Duke Street, Suite 600 Alexandria, VA 22314 11"MSRs Stern Brothers & Co. ISSUERS with which Dealer has Engaged in Municipal Securities Business Quarter Ending 9/30/2015 STATE ISSUER TYPE OF MUNICIPAL BUSINESS_ California California Municipal Finance Authority ,RITIEB Placement Agent California Contra Costa County, CA Remarketing Agent liiinois Village of Bellwood, Cook County , ,;Underwriter Placement Agent Illinois Village of Calumet Park Missouri The Industrial Development Authority of the City of indpendenoe, MO _ Remarketing Agent Missouri Health and Educational Authority of the State of Missouri Placement Agent Missouri Clive Blvd. Transportation Development Distriot Placement Agent Missouri Missouri Housing Development Commission Co -Manager Financial Advisor Missouri St. Louis County Industrial Development Authority Missouri ST. Charles Rook Road Transportation Development District Placement Agent New York NYC Housing Development Corporation Co -Manager New York New York MTA Transportation Co -Manager New York New York Metropolitan Transporation Authority ,. Co -Manager Financial Advisor OHIO Stark County Port Authority Pennsylvania City of Philadelphia Co -Manager Texas Love Field Airport Sr. Manager , EMMA Dataport Page 1 of 1 EMMA Electronic Municipal Market AcCesu A.service of tbt MS It EMMA Dataport - G37 Submission EMMA Dataport ( MSRB Gateway ( Contact ( Logout SUBMISSION ID (EP697088) SUI3MITTED SUCCESSFULLY A submission confirmation email has been sent to your email address on file, Upon MSRB review of your submission, you will receive an email Indicating the submission status.. print $ubnlissI n Start new submisaten Mr assistance call:703.797.6688 NNW Sltemap I Privacy Policy 1 Terms of Use ( MSRB,org MSRB Systems Status 02015 Municipal Securities Rulama$dng Board (MSRB) EMMA is s servke of the Municipal Securities Ruiemekhlg Board,which protects invastors, state and local governments, and the public interest: Portions of EMMA date provided by Standard & Pooi'sSecurities Evaluations, Inc, CUSIP Service Bureau R American Bankers Association. 00:00.0123050 1.0.933-241-P http://dataport.e)rnma.n1srb.org/Submission/G37/G37Confirmation.aspx?Transaction.Id=E. ,. 10/28/2015 CITY OF TAMPA BUSINESS TAX DIVISION TAX NOTICE STERN BROTHERS & COMPANY 1902 S MACDILL AVE TAMPA FL 33629 CLASS DESCRIPTION 993000 ADMIN HANDLING FEE 005020 INVESTMENT COMPANY FOR YEAR 2016 EXT CONTROL NO. 411902 AMOUNT $10.00 $231.62 PLEASE SEE INSTRUCTIONS ON REVERSE SIDE FOR ALL CLASSIFICATION ADJUSTMENT CLAIMS, INCLUDING CORRECTIONS TO NUMBER OF WORKERS. ALL TAXES ARE DUE BY SEPTEMBER 30, 2015. PENALTIES ACCRUE BEGINNING OCTOBER 1, 2015. (SEE REVERSE SIDE). IF NOT PAID. BY JANUARY 1, 2016 AN ADDITIONAL $250 PENALTY CAN BE ASSESSED. Detach and return the bottom remittance portion with your payment In the enclosed envelope, Please write amount In binds or blue Ink, SternFrothers&Co. Appendix B: Highlighted Recent Experience Date 9/2/2015 Par Amount $10,000,000 Senior/Sole Mamaged Issuer Village of Bellwood, IL Transactions Project General Obligation Refunding Bonds, Series 2015 T/ TE SB Role Sole Underwriter 8/18/2015 $109,235,000 Love Field Airport Modernization Corporation General Airport Revenue Bonds, Series 2015 TE Senior Manager 7/1/2015 $3,000,000 The Warren, LLC Taxable Variable Rate Demand Multifamily Housing Revenue Bonds (The Warren Apartments Project) T Co -Underwriter 6/29/2015 $1,000,000 The Landing at College Square LLC The Landing at College Square Apartments T Co -Underwriter & Remarketing Agent 6/23/2015 $1,200,000 Kansas Independent College Finance Authority Revenue Anticipation Notes (Private Education Short - Term Loan Program) TE Underwriter 6/23/2015 $4,500,000 Kansas Independent College Finance Authority Revenue Anticipation Notes (Private Education Short - Term Loan Program) TE Underwriter 6/23/2015 $400,000 Kansas Independent College Finance Authority Revenue Anticipation Notes (Private Education Short- Term Loan Program) TE Underwriter 6/23/2015 $1,900,000 Kansas Independent College Finance Authority Revenue Anticipation Notes (Private Education Short - Term Loan Program) TE Underwriter 6/15/2015 $2,540,000 Village of Hobart, Brown County, Wisconsin Taxable General Obligation Refunding Bonds T Underwriter 6/15/2015 $1,090,000 Village of Hobart, Brown County, Wisconsin General Obligation Refunding Bonds TE Underwriter 5/11/2015 $31,245,000 Sunroad Centrum Apartments 23, L.P. Taxable Variable Rate Demand Multifamily Housing Revenue Bonds (Centrum Apartments Project) T Co -Underwriter 5/11/2015 $33,795,000 Sunroad Centrum Apartments 4, L,P. Taxable Variable Rate Demand Multifamily Housing Revenue Bonds (Centrum Apartments Project) T Co -Underwriter 4/21/2015 $8,800,000 Hawkes 0-Side I, LLC Taxable Variable Rate Demand Senior Care Revenue Bonds (El Camino Senior Care Project) T Co -Underwriter 2/24/2015 $3,000,000 MB N4P3, LLC Taxable Variable Rate Demand Multifamily Housing Revenue Bonds (Mission Bay Apartments Project) T Co -Underwriter 2/10/2015 $11,975,000 Successor Agency to the Fullerton Redevelopment Agency Merged Fullerton Redevelopment Project Area 2015 Tax Allocation Refunding Bonds TE Sole Underwriter 19 S nBrothers&Co. 1/2/2015 $5,604,000 Oakmont of Whittier LLC Taxable Variable Rate Demand Assisted Living Facility Rev (Oakmont of Whittier Apartments Project) T Co -Underwriter 12/22/2014 $529,365,000 City of Dallas, Texas (Dallas, Denton, Collin and Rockwall Counties) General Obligation Refunding and Improvement Bonds TE Co -Senior Manager 12/4/2014 $18,750,000 California Statewide Communities Development Authority Variable Rate Demand Multifamily Housing Revenue Bonds (The Alhambra at Mace Ranch) TE Co -Underwriter 11/25/2014 $9,890,000 Village of Bellwood, Cook County, Illinois General Obligation Refunding Bonds TE Sole Underwriter . 10/27/2014 $5,860,000 The Industrial Development Authority of the City of Ozark, Missouri Transportation Development Revenue Bonds (Ozark Centre Transportation Development District TE Senior Manager 10/1/2014 $830,000 City of Seneca, Kansas Taxable General Obligation Bonds T Underwriter 9/29/2014 $1,800,000 Kansas Rural Water Finance Authority Rural Water District No. 1, Morris County, Kansas TE Sole Underwriter 9/8/2014 $2,300,000 Town of Clayton, Winnebago County, Wisconsin Promissory Notes TE Sole Underwriter 9/2/2014 $6,000,000 Oakmont of Whittier LLC Taxable Variable Rate Demand Assisted Living Facility (Oakmont of Whittier Apartments Project) T Co -Underwriter 8/28/2014 $7,000,000 Boone County Fire Protection District (Boone County, Missouri) General Obligation Bonds TE Underwriter 8/20/2014 $1,580,000 Pacific Fire Protection District, Missouri General Obligation Bonds TE Underwriter 7/9/2014 $6,360,000 Central High School District of Westosha, Kenosha and Racine Counties, Wisconsin General Obligation Refunding Bonds TE Underwriter 6/27/2014 $400,000 Kansas Independent College Finance Authority Revenue Anticipation Notes (Private Education Short - Term Loan Program) - Central Christian College of Kansas TE Sole Underwriter 6/27/2014 $1,000,000 Kansas Independent College Finance Authority Revenue Anticipation Notes (Private Education Short - Term Loan Program) - Bethany College TE Sole Underwriter 6/27/2014 $4,500,000 Kansas Independent College Finance Authority Revenue Anticipation Notes (Private Education Short - Term Loan Program) - Ottawa University TE Sole Underwriter 6/27/2014 $1,200,000 Kansas Independent College Finance Authority Revenue Anticipation Notes (Private Education Short - Term Loan Program) - Bethel College TE Sole Underwriter 6/26/2014 $500,000,000 Metropolitan Transportation Authority Transportation Revenue Bonds TE Special Co -Senior Underwriter 6/2/2014 $8,000,000 Oakmont of Whittier LLC Taxable Variable Rate Demand Assisted Living Facility Revenue Bonds (Oakmont of Whittier Apartments Project) T Co -Underwriter 20 S nBrothers&Co. 5/29/2014 $7,100,000 California Statewide Communities Development Authority Variable Rate Demand Multifamily Housing Revenue Bonds (Heritage II Apartments Project), 2014 Series G TE Co -Underwriter 5/14/2014 $7,570,000 City of Fullerton Community Facilities District No, 2 Amerige Heights - Special Tax Bonds TE Underwriter 5/1/2014 $9,500,000 Sugar Creek Finance Company LLC Variable Rate Multiple Draw Taxable Demand Notes, Series 2007 (Sugar Creek Finance Company LLC Project), 2014 Subsequent Notes T Underwriter 4/25/2014 $6,500,000 Central High School District of Westosha, Kenosha and Racine Counties, Wisconsin Note Anticipation Notes TE Sole Underwriter 3/14/2014 $4,375,000 Village of Calumet Park, Cook County, Illinois General Obligation Bonds TE Underwriter 3/14/2014 $1,440,000 Village of Calumet Park, Cook County, Illinois General Obligation Refunding Bonds TE Underwriter 3/11/2014 $6,810,000 City of Fullerton Water Revenue Refunding Bonds TE Underwriter 2/13/2014 $805,000 The Industrial Development Authority of the County of St. Louis, Missouri Tax Increment Refunding Bonds (Mayfair Plaza Redevelopment Project T Underwriter 2/13/2014 $495,000 The Industrial Development Authority of the County of St. Louis, Missouri Tax Increment Refunding Bonds (Mayfair Plaza Redevelopment Project TE Underwriter. 1/28/2014 $1,110,000 Village of Hobart, Brown County, Wisconsin Promissory Notes T Underwriter 1/28/2014 $3,780,000 Village of Hobart, Brown County, Wisconsin Refunding Bonds TE Underwriter 21 SternBrothers&Co. Date 10/15/2015 State IL Par Amount $327,200,000 Co -Managed Transactions Issuer . Chicago O'Hare International Airport Project General Airport Senior Lien Revenue Bonds SB Role Co -Manager 10/15/2015 IL $1,620,180,000 Chicago O'Hare International Airport General Airport Senior Lien Revenue Refunding Bonds Co -Manager 10/14/2015 NY $2,185,000 County of Erie, New York Sewer District Serial Bonds, Series 2015 C Co -Manager 10/14/2015 NY $24,615,000 County of Erie, New York General Obligation Refunding Bonds, Series 2015B Co -Manager 10/14/2015 NY $29,815,000 County of Erie, New York General Obligation Public Improvement Bonds, Series 2015A Co -Manager 9/30/2015 PA $191,585 000 The City of Philadelphia, Pennsylvania General Obligation Bonds, Series 2015B Co -Manager 9/17/2015 NY $407,695,000 Metropolitan Transportation Authority Transportation Revenue Refunding Bonds Co -Manager 9/14/2015 $135,000,000 Freddie Mac Multifamily M Certificates Co -Manager 8/27/2015 MO $50,000,000 Missouri Housing Development Commission Single Family Mortgage Revenue Refunding & Improvement Bonds Co -Manager 8/27/2015 MO $23,090,000 Missouri Housing Development Commission Single Family Mortgage Revenue Refunding & Improvement Bonds Co -Manager 8/18/2015 NY $477,110,000 Metropolitan Transportation Authority Transportation Revenue Refunding Bonds Co -Manager 6/25/2015 DE $1,394,175,000 Freddie Mac Structured Pass- Through Certificates, Series K Structured Pass -Through Certificates (SPCs) Series K- F08 Co -Manager 5/19/2015 MO $50,000,000 Missouri Housing Development Corporation Single Family Housing Revenue Bonds (Special Homeownership Loan Program) Non-AMT Co -Manager 4/8/2015 CA $1,700,000,000 Golden State Tobacco Securitization Corporation Enhanced Tobacco Settlement Asset -Backed Bonds co -Manager 3/19/2015 NY $275,055,000 Metropolitan Transportation Authority Transportation Revenue Bonds Co -Manager 1/22/2015 NY $250,000 Metropolitan Transportation Authority Transportation Revenue Bonds (SIFMA Floating Rate Tender Notes) Co -Manager 1/22/2015 NY $600,000,000 Metropolitan Transportation Authority Transportation Revenue Bonds Co -Manager 12/19/2014 MO $40,578,855 Missouri Housing Development Commission Single Family Mortgage Revenue Refunding Bonds (Special Homeownership Loan Program) Co -Manager 12/16/2014 $1,138,647,000 Freddie Mac Structured Pass -Through Certificates (SPCs) Co -Manager 12/9/2014 MO $41,740,000 Hazelwood School District, St, Louis County, Missouri General Obligation Refunding Bonds (Missouri Direct Deposit Program) Co -Manager 11/25/2014 NJ $764,055,000 New Jersey Transportation Trust Fund Authority Transportation Program Bonds Co -Manager 11/4/2014 NY $335,000,000 Metropolitan Transportation Authority Transportation Revenue Bonds, Series 2014D-'1 Co -Manager 22 SternBrothers&Co. 11/4/2014 NY $165,000,000 Metropolitan Transportation Authority Transportation Revenue Bondsm, Series 2014D-2 (SIFMA Floating Rate Tender Notes) Co -Manager 10/28/2014 CA $108,185,000 State Public Works Board of the State of California Lease Revenue Bonds (Dept. of Corrections and Rehab ilitation)(V arious Correctional Facilities) Co -Manager 10/28/2014 CA $76,755,000 State Public Works Board of the State of California Lease Revenue Bonds (Various Capital Projects) Co -Manager 10/28/2014 CA $64,585,000 State Public Works Board of the State of California Lease Revenue Refunding Bonds (Dept. of Corrections and Rehabilitation)(Pleasant Valley State Prison) Co -Manager 10/28/2014 MO $50,000,000 Missouri Housing Development Commission Single Family Mortgage Revenue Bonds (Special Homeownership Loan Program) Co -Manager 9/29/2014 $1,173,478,000 Freddie Mac Structured Pass -Through Certificates (SPCs) Co -Manager 9/24/2014 NY $34,015,000 New York City Housing Development Corporation Multifamily Housing Revenue Bonds Co -Manager 9/24/2014 NY $39,595,000 New York City Housing Development Corporation Multifamily Housing Revenue Bonds Co -Manager 9/24/2014 NY $30,500,000 New York City Housing Development Corporation Multifamily Housing Revenue Bonds Co -Manager 9/17/2014 IL $367,925,000 City of Chicago Second Lien Water Revenue Bonds Project Co -Manager 6/26/2014 NY $9,205,000 New York City Housing Development Corporation Multifamily Housing Revenue Bonds Co -Manager 6/26/2014 NY $38,000,000 New York City Housing Development Corporation Multifamily Housing Revenue Bonds Co -Manager 6/26/2014 NY $38,000,000 New York City Housing Development Corporation Multifamily Housing Revenue Bonds Co -Manager 6/26/2014 NY $48,840,000 New York City Housing Development Corporation Multifamily Housing Revenue Bonds Co -Manager 6/26/2014 NY $225,050,000 New York City Housing Development Corporation Multifamily Housing Revenue Bonds Co -Manager 6/19/2014 MO $50,000,000 Missouri Housing Development Commission Single Family Mortgage Revenue Bonds (Special Homeownership Loan Program); Non-AMT Co -Manager 6/3/2014 MO $311,975,000 Missouri Highways and Transportation Commission Refunding State Road Bonds; Second Lien Refunding State Road Bonds Co -Manager 6/3/2014 MO $589,015,000 Missouri Highways and Transportation Commission Refunding State Road Bonds; First Lien Refunding State Road Bonds Co -Manager 5/29/2014 MO $26,000,000 St. Louis Municipal Finance Corporation City Parks Leasehold Improvement Dedicated Co -Manager 5/13/2014 $1,219,272,000 Freddie Mac (government agency issue) Structured Multifamily Mortgage Pass -Through Certificates (SPCs); Class X2-A, X2-B, B, C and D Certificates) Co -Manager 5/8/2014 IL $750,000,000 State of Illinois General Obligation Bonds, Series of May 2014 Co -Manager 23 SternBrothers&Co. 4/17/2014 NY $500,000,000 Metropolitan Transportation Authority Transportation Revenue Bonds Co -Manager 4/10/2014 CA $411,210,000 The Regents of the University of California General Revenue Bonds Co -Manager 4/10/2014 CA $559,150,000 The Regents of the University of California General Revenue Bonds Co -Manager 3/20/2014 CA $7,200,000 Vineyard Creek, L.P. Variable Rate Demand Multifamily Housing (Vineyard Creek Apartments) Co -Manager 3/6/2014 MO $54,070,000 Metropolitan Park and Recreation District d/b/a The Great Rivers Greenway District Sales Tax Appropriation Bonds (Gateway Arch Project) Co -Manager 2/28/2014 NY $130,595,000 Metropolitan Transportation Authority Transportation Revenue Bonds Co -Manager 2/28/2014 CA $5,500,000 KDF Heninger, L.P. Taxable Variable Rate Demand Multifamily Housing Refunding Revenue Bonds (Heninger Village Apartments) Co -Manager and Remarketing Agent 2/28/2014 NY $269,405,000 Metropolitan Transportation Authority Transportation Revenue Bonds Co -Manager 2/7/2014 NY $250,000,000 Triborough Bridge and Tunnel Authority (MTA Bridges and Tunnels) General Revenue Bonds Co -Manager 12/19/2013 CA $12,840,000 California Housing Finance Agency Limited Obligation Variable Rate Demand Multifamily Housing Revenue Bonds (Warwick Square Apartments) Co -Manager 12/19/2013 CA $29,160,000 Chelwood, L.P., A California Limited Partnership Variable Rate Demand Multifamily Housing Revenue Bonds (Warwick Square Apartments) Co -Manager 12/18/2013 MO $150,000,000 The Metropolitan St. Louis Sewer District Wastewater System Revenue Bonds Co -Manager 12/5/2013 IL $64,995,000 City of Chicago - Chicago Midway Airport Chicago Midway Airport Second Lien Revenue Refunding Bonds (Taxable) Co -Manager 12/5/2013 IL $150,365,000 City of Chicago - Chicago Midway Airport Chicago Midway Airport Second Lien Revenue Refunding Bonds (Non- AMT) Co -Manager 12/5/2013 IL $118,600,000 City of Chicago - Chicago Midway Airport Chicago Midway Airport Second Lien Revenue Refunding Bonds (AMT) Co -Manager 12/2/2013 CA $3,000,000 Sunroad Centrum Apartments 23, L.P. Variable Rate Demand Multifamily Housing Revenue Bonds (Centrum Apartments Project) Co -Manager 12/2/2013 CA $3,000,000 Sunroad Centrum Apartments 23, L.P. Variable Rate Demand Multifamily Housing Revenue Bonds (Centrum Apartments Project), Co -Manager 11/26/2013 MO $11,325,000 The Curators of the University of Missouri System Facilities Revenue Bonds Co -Manager 11/26/2013 MO $150,000,000 The Curators of the University of Missouri System Facilities Revenue Bonds Co -Manager 24 SteruBrothers&Co. 11/15/2013 CA $4,320,000 California Statewide Communities Development Authority Variable Rate Demand Multifamily Housing (Oakmont of Alameda Project) Co -Manager 11/15/2013 CA $12,680,000 California Statewide Communities Development Authority Variable Rate Demand Multifamily Housing (Oakmont of Alameda Project) Co -Manager 11/15/2013 CA $7,000,000 California Statewide Communities Development Authority Variable Rate Demand Multifamily Housing (Vineyard Creek Apartments) Co -Manager 11/15/2013 CA $35,952,000 California Statewide Communities Development Authority Variable Rate Demand Multifamily Housing (Vineyard Creek Apartments) Co -Manager 11/15/2013 NY $500,000,000 Metropolitan Transportation Authority Transportation Revenue Bonds Co -Manager 11/5/2013 CA $2,097,490,000 State of California General Obligation Bonds Various Purpose GO; Various Purpose GO Refunding; GO (School Facilities); GO (Mandatory Put Bonds) Co -Manager 10/17/2013 CA $10,200,000 Santa Monica Ocean Park Partners, L.P. Taxable Variable Rate Demand Multifamily Housing (Ocean Park Apartments Project) Co -Manager 8/29/2013 CA $17,000,000 California Statewide Communities Development Authority Variable Rate Demand Multifamily Housing Revenue Refunding Bonds Co -Manager 8/29/2013 CA $97,410,000 Sacramento City Financing Authority Lease Revenue Refunding State of California - CAL EPA Building Co -Manager 8/6/2013 TX $194,470,000 City of Dallas, Texas (Dallas, Denton, Collin and Rockwall Counties) Refunding and Improvement Bonds Co -Manager 8/6/2013 TX $42,615,000 City of Dallas, Texas (Dallas, Denton, Collin and Rockwall Counties) Refunding Bonds - Taxable Co -Manager 8/1/2013 MO $381,225,000 The Bi-State Development Agency of the Missouri -Illinois Metropolitan District Combined Lien Mass Transit Sales Tax Appropriation Co -Manager 7/31/2013 MO $197,110,000 City of Kansas City, Missouri , General Improvement Airport Refunding Revenue Bonds Co -Manager 7/2/2013 MO $32,310,000 Hazelwood School District, St. Louis County, Missouri Missouri Direct Deposit Program Current Interest Bonds Co -Manager 7/2/2013 MO $7,689,121 Hazelwood School District, St. Louis County, Missouri Missouri Direct Deposit Program Capital Appreciation Bonds Co -Manager 7/2/2013 MO $4,985,000 Hazelwood School District, St. Louis County, Missouri Missouri Direct Deposit Program Co -Manager 6/27/2013 MO $15,560,000 Missouri Housing Development Commission Taxable Multifamily Housing Refunding Revenue (Federally Taxable) Co -Manager 6/20/2013 MO $31,460,000 The City of St. Louis, Missouri Airport Revenue Refunding Bonds (Non-AMT) (Lambert -St. Louis International Airport) Co -Manager 25 StcrnBroth rSi zCo. 6/20/2013 IL $604,110,000 State of Illinois Build Illinois Bonds Sales Tax Revenue Bonds Junior Obligation Series of June, 2013 Co -Manager 5/1/2013 CA $3,800,000 California Statewide Communities Development Authority Multifamily Housing Revenue Bonds (Encanto Homes Apartments Project) Co -Manager 4/29/2013 MO $47,840,000 Missouri Housing Development Commission Single Family Mortgage Revenue Refunding Bonds (Special Homeownership Loan Program) Co -Manager 4/1/2013 CA $11,000,000 KDF Pioneer, L.P. Taxable Variable Rate Demand Multifamily Housing Refunding Revenue Bonds (Pioneer Gardens Apartments Project) Co -Manager and Remarketing Agent 4/1/2013 CA $14,000,000 KDF Claremont, L.P. Variable Rate Demand Multifamily Housing Refunding Revenue Bonds (Claremont Village Apartments Project) Co -Manager and Remarketing Agent 3/28/2013 CA $342,360,000 State Public Works Board of the State of California Lease Revenue Bonds (Judicial Council of California) (Various Judicial Council Projects) Co -Manager 3/28/2013 CA $15,105,000 State Public Works Board of the State of California Lease Revenue Bonds (Department of Corrections and Rehabilitation) (Stanislaus Juvenile Facility) Co -Manager 3/28/2013 MO $44,923,843 Missouri Housing Development Commission Single Family Mortgage Revenue Refunding Bonds (Special Homeownership Loan Program) Co -Manager 3/28/2013 CA $77,370,000 State Public Works Board of the State of California Lease Revenue Bonds (The Regents of the University of California) (Davidson Library at Santa Barbara) Co -Manager 3/22/2013 CO $14,500,000 Nuevo Oaxaca, L.L.C. Taxable Variable Rate Demand Multifamily Housing Revenue Bonds (Village by the Park Apartments Project) Co -Manager 3/14/2013 CA $7,400,000 Eagle Colton 55, L.P. Taxable Variable Rate Demand Multifamily Housing Revenue Bonds (The Villas Project) Co -Manager 1/30/2013 MO $54,010,000 Missouri Housing Development Commission Single Family Mortgage Special Homeownership Loan Program Co -Manager 1/30/2013 MO $45,220,000 Missouri Housing Development Commission Single Family Mortgage Special Homeownership Loan Program Co -Manager 26 SternBrothe: Co. Appendix C: Resumes Finance Team Donna LoCascio Managing Director Huntington, NY P h : 631.692.4984 Cell: 631.988.0888 E-Mail: dlocascio@sternbrothers.com Donna J. LoCascio joined Stern Brothers & Co. as Managing Director, opening up the New York office in January 2013. She is nationally recognized in the structuring and marketing of municipal and public - private project finance debt. Donna is the lead banker for the New York MTA, where we will serve as Co -Manager for the next three years. Donna has an extensive credit background having structured and placed numerous transactions in renewable energy, housing, special assessments, mixed use land development, student housing, education, senior living, transportation, and lease structures. She has experience working with many of the non-traditional financing tools such as new market tax credits, federal Income Tax Credit (ITC) grants, Self -Generation Incentive Program (SGIP) grants, equity, EB-5 programs, and senior/subordinate structures. Donna is a trusted advisor to the institutional investor community, with a focus on assisting them in the investment of complex financing structures and the restructuring of distressed credits. Donna brings to Stern Brothers over 25 years of experience in U.S. municipal credit market. Donna began her career at Merrill Lynch Capital Markets as a single-family housing analyst. She has also worked with Drexel Burnham Lambert and Donaldson, Lufkin and Jenrette. While at DU, she was honored as the Global -Guaranty All - American Municipal Analyst in Transportation for three consecutive years. Donna joined the investment banking team at George K. Baum & Co. in 1996, and also worked as the firm's high yield specialist, utilizing her outstanding relationships with the institutional investment community to successfully finance over $1.5 billion in lower rated or unrated project finance debt. Donna is a member of the Municipal Analyst Group of New York (MAGNY) and the National Federation of Municipal Analyst (NFMA). She has been recognized on numerous occasions for her outstanding credit skills by Global Guaranty and Smith's Municipal All -Stars. She graduated from the State University of New York at Stony Brook with a Bachelor's degree in Economics. 27 SternBrothers Co. Cathy Bell Managing Director Ph: 917.696.9829 E-Mail: cbell@sternbrothers.com Cathy A. Bell recently joined Stern Brothers as a Managing Director. Ms. Bell is an attorney and an investment banker with over 25 years of municipal finance experience. Ms. Bell has participated in her career in sale of over $75 billion in municipal bonds and has served as senior manager on over $12 billion in municipal bonds for issuers across the United States. At her prior firms, Ms. Bell covered the Authority for 10 years and participated in over $4.1 billion of financings for the Authority. Ms. Bell's other New York State experience includes serving as lead, co -lead or co -senior manager on financings for the City of New York, DASNY, Empire State Development, the New York Municipal Water Finance Authority, the New York State Environmental Facilities Corporation, the New York State Thruway Authority and the Metropolitan Transportation Authority. Ms. Bell also served as co -financial advisor to the New York State Department of Transportation on its study of financing alternatives for the new Tappan Zee Bridge. Ms. Bell joined Stern Brothers from CastleOak Securities where she assisted the firm in helming its entry into municipal finance. Previously Ms. Bell worked as Managing Director at Loop Capital Markets, where she assisted that firm in expanding its market share in the Northeast, and before that as a Senior Vice President at M. R. Beal & Co. and Advest. Ms. Bell previously served as General Counsel to the New York State Financial Control Board for the City of New York. Ms. Bell graduated from Howard University, magna cum laude and has a juris doctor degree from Columbia University School of Law. Ms. Bell holds Series 53 and 7 FINRA licenses. 28 SternBroth s Co. Peggy P. Finn Chairman & CEO 8000 Maryland Avenue Suite 800 St. Louis, MO 63105 Ph: 314.743.4005 E-Mail: pfinn@sternbrothers.com Pepe Prince Finn is the Chairman of the Board and Chief Executive Officer of Stem Brothers & Co., a Woman Owned Business Enterprise (WBE) Investment Banking Firm. Stern Brothers is WBE certified nationally by over twelve states and public agencies. In addition Stern Brothers has been named one of the top 25 women owned businesses in both the St. Louis and Kansas City Business Journals. Ms. Finn is a seasoned executive with a broad range of experience and civic commitment. A former securities broker for Merrill Lynch and municipal investment banker for Boatman's Bank (now Bank of America), she has been a member of the Missouri Bar since 1987. While at Boatman's, Ms. Finn worked with a range of municipal borrowers from small rural school districts to State Governments and their agencies. Ms. Finn is actively engaged in the St. Louis community. She served as both a trustee and Chairman of the Board of the Metropolitan St. Louis Sewer District where she was actively involved in their successful campaign to amend their decades old charter. Ms. Finn participates on a number of Boards including the Nine Network of Public Media (Channel 9, PBS), Temple Israel and the National Council of Jewish Women - St. Louis section. In addition she serves on the national board of the Institute for Southern Jewish Life. In 2011, Ms. Finn was recognized by the St. Louis Business Journal as one of the 25 most influential women. Ms. Finn received her BA in political Philosophy from Louisiana State University (LSU) in 1980 and her JD from St. Louis University School of Law in 1987. H. Gilmer Nix Senior Vice President 1902 S. Mac Dill Ave. Tampa, FL 33629 (813) 831-3900 (Ph.) (813) 676-0487 (Fax) gnix@sternbrothers.com Mr. Nix is joined Stern Brothers in 1998. He has been in Investment Banking for more than 30 years and has been involved in underwriting and placing more than $3.5 billion tax-exempt bonds for state, county and municipal infrastructure projects and housing projects. He has both single-family and multifamily housing finance experience and has worked with state and local issuers within Florida and across the country. Mr. Nix will serve as the relationship manager in this assignment. He received his Bachelor of Business Administration degree from Emory University in 1969 and his Master of Business Administration from Florida State University in 1970. 29 SternBrothcrs&Co. Mr. Riley has over 11 years of experience as a municipal bond credit analyst, performing the financial due diligence on underwritings, syndicate offerings and secondary market issues from a wide variety of sectors. In addition to municipal bonds, Mr. Riley has also worked on large issuances in the utility and telecom industries. A graduate of the University of Missouri at St. Louis, he was awarded the Chartered Financial Analyst designation in 2001, and is a member of the CFA Society of St. Louis. Joseph Riley Vice President & Director of Credit and Analysis 8000 Maryland Avenue Suite 800 St. Louis, MO 63105 Ph: 314.743.4006 E-Mail: jriley@sternbrothers.com Ms. Garner joined Stern Brothers in 2012. She assists senior bankers by providing quantitative support, preparing marketing material and proposals, reviewing legal documents, and performing research. She also identifies refunding and restructuring opportunities, analyzes innovative financing strategies, and reviews state and federal legislation. Ms. Garner received her Bachelor of Arts in Economic and Social History from Barnard College of Columbia University. She holds FINRA Series 7 and 63 licenses. Charity Garner Analyst 8000 Maryland Avenue Suite 800 St. Louis, MO 63105 Ph: 314.743.4017 E-Mail: cgarner@sternbrothers.com 30 SternBrothers CO. Sales and Trading Mr. Malone has 29 years of experience in Underwriting as well as Institutional Sales and Trading. He has been with Stem Brothers for 18 years and has served as the Lead Underwriter since 2000. His area of expertise is in municipal underwriting and trading and he is a member of the Kansas City Municipal Bond Club. Previously, Mr. Malone was Senior Vice President of Sales and Trading with B. C. Christopher/Fahnestock. Mr. Malone has a degree in Finance from the University of Missouri. He has over 28 years' experience in Institutional Sales and Trading. Jeffrey Malone Managing Director 801 W. 47th Street Suite 401 Kansas City, MO 64112 Ph: 816.268.8711 E-Mail: jmalone@sternbrothers.com David Hubeli Manager of Institutional Sales 8000 Maryland Avenue Suite 800 St. Louis, MO 63105 Ph: 314.743.4012 E-Mail: dhubeli@sternbrothers.com Mr. Hubeli joined Stern Brothers & Co. after spending fifteen years at A.G. Edwards & Sons as an Institutional Fixed Income Sales Manager and previously a Municipal Bond Trader. During his career, he has managed institutional fixed income brokers around the country, managed accounts and coordinated activity between the sales force and the trading desks. Mr. Hubeli spent ten years as a municipal bond trader, maintaining inventory for mutual funds, insurance companies, trust companies, money managers, bank portfolios and hedge/ arbitrage accounts. Mr. Hubeli received his MBA from the. Olin School of Business at Washington University, and his B.S. in Business from the University of Missouri — St. Louis. 31 SternBrothers&Co. Don Clements Managing Director 3104 Creekside Village Dr. Suite 204 Kennesaw, GA 30144 Ph: 678.322.4851 E-Mail: dclements@sternbrothers.com Mr. Clements joined Stern Brothers in 2001 and brings considerable experience and perspective from several segments of the financial markets arena. His focus has been to bring greater depth and sophistication to the variable rate demand portfolio and provide the lowest possible borrowing cost to the Firm's clients. The Firm's variable rate demand note portfolio has grown from $600 million to over $4 billion during his ten years with the firm. He also works to improve work -flow systems and technology throughout the Firm. Previously, he spent seven years with the Associated Press Financial Markets overseeing national markets new products and data development. Prior to the AP, he spent ten years in the technology/marketing industry where he focused on financial products and technology. Mr. Clements received his B.A. from the University of Florida. 32 SternBrothers&Co, Appendix D:. Florida Experience Date 9/15/2015 Par Amount $11,485,000 Issuer Lee County, FL Project Forestwood Apartments T/TE SB Role Remarketing Agent 6/26/2015 $30,000,000 Florida Development Finance Corporation Educational Facilities Divine Savior Lutheran Academy Project TE Structure Agent 2/18/2015 $60,000,000 Florida Housing Finance Corporation Homeowner Mortgage Revenue Bonds (Special Program) TE Selling Group Member 7/15/2014 $300,200,000 JEA (City of Jacksonville, Florida) Water and Sewer System Revenue Bonds TE Selling Group Member 12/23/2013 $50,000,000 Florida Housing Finance Corporation Homeowner Mortgage Revenue Bonds (Special Program) TE Selling Group Member 9/10/2013 $12,000,000 Florida Housing Finance Corporation Multifamily Mortgage Revenue Refunding Bonds (King's Terrace) TE Sole Underwriter 4/24/2013 $4,280,000 Florida Housing Finance Corporation Multifamily Mortgage Revenue Bonds (Sunrise Place Apartments) TE Underwriter 33 NEW ISSUE BOOK -ENTRY ONLY RATING: Moody's: "Aaa" (See "RATING" herein.) In the opinion of Bryant Miller Olive P.A., Tallahassee, Florida, and the Law Offices of Steve E. Bullock, P.A., Miami, Florida, Co -Bond Counsel (together, 'Bond Counsel ), assuming continuing compliance with certain tax covenants, under existing statutes, regulations, rulings and judicial decisions, interest on the Bonds (as defined herein) is excluded from gross income for federal income tax purposes except that such exclusion shall not apply to interest on any Bond for any period during which such Bond is held by a person who is a "substantial user" of the facilities financed by the Bonds or a "related person" within the meaning of Section 147(a) of the Internal Revenue Code of 1986, as amended, Additionally, interest on the Bonds is not an item of tax preference Jropurposes of the federal alternative minimum tax imposed on individuals and corporations and is not taken into account in determining adjusted current earnings ,for purposes of computing the alternative minimum tax on corporations. See "`TAX MATTERS" herein for a description of certain other federal tax consequences of ownership of the Bonds. $4,280,000 FLORIDA HOUSING FINANCE CORPORATION MULTIFAMILY MORTGAGE REVENUE BONDS 2013 SERIES A (SUNRISE PLACE APARTMENTS) Delivery Date: April 24, 2013 Maturity: as shown on the inside cover Pursuant to the provisions of the Florida Housing Finance Corporation Act, as amended, Sections 426.501, et seq., Florida Statutes (the "Act") and the Trust Indenture dated as of April 1, 2013 (the "Indenture") between the Florida Housing Finance Corporation ("Florida Housing"), a public corporation constituting a public body corporate and politic duly created, organized and existing under the laws of the State of Florida (the "State") and The Bank of New York Mellon Trust Company, N.A,, as trustee (the "Trustee"), Florida Housing has determined to issue its Florida Housing Finance Corporation Multifamily Mortgage Revenue Bonds, 2013 Series A (Sunrise Place Apartments) in the original aggregate principal amount of $4,280,000 (the "Bonds") to provide for the financing of a multifamily rental housing development located in Tallahassee, Florida, to be known as Sunrise Place Apartments (the "Project"). Florida Housing is using the proceeds derived from the sale of the Bonds to make a mortgage loan (the "Bond Mortgage Loan") to SP Sunrise LP, a limited partnership duly organized and existing under the laws of the State (the "Borrower"). The Bonds are being delivered in fully registered fonn only and are registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"). Ownership interests with respect to the Bonds may be purchased only in book -entry form in denominations of $5,000 and integral multiples thereof. So long as the Bonds are registered in the name of Cede & Co„ as nominee of DTC, references herein to the Bondholders shall mean Cede & Co. and shall not mean the ultimate purchasers of the Bonds. See "THE BONDS Book -Entry Only System." The Bonds shall bear interest at the rates set forth on the inside front cover page hereof and as described herein. Interest on the Bonds will be payable semiannually on each April 1 and October 1, commencing October 1, 2013. So long as the Bonds are registered in the name of Cede & Co., as nominee of DTC, payments of the principal of, premium, if any, and interest on, the Bonds will be made directly to DTC or its nominee, Cede & Co., by the Trustee. Disbursements of such payments to DTC's Participants are the responsibility of DTC. The Bond Mortgage Loan will be used by the Borrower to finance the acquisition and rehabilitation of the Project and to pay certain costs of issuance of the Bonds, The Bond Mortgage Loan will be made pursuant to a Financing Agreement dated as of April 1, 2013 (the "Financing Agreement"), by andamongFlorida Housing, the Trustee and the Borrower, and upon the satisfaction of various conditions contained therein and in the Indenture. Upon delivery of the Bonds, the Federal Home Loan Mortgage Corporation, FREDDIE MAC a shareholder -owned government -sponsored enterprise organized and existing under the laws of the United States ("Freddie Mac"), is expected to provide credit enhancement for payments of principal and interest under the Bond Mortgage Loan and payments of the Purchase Price (in the event of a purchase in lieu of redemption) of the Bonds through the issuance of a direct -pay Credit Enhancement Agreement (the "Credit Enhancement Agreement" or "Credit Facility") between the Trustee and Freddie Mac. The Credit Enhancement Agreement will terminate on April 6, 2029 (unless earlier tenninated or extended as provided therein), or upon the earlier redemption or purchase in lieu thereof of the Bonds. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS" herein. The Bonds will be subject to redemption prior to their stated maturity dates at the prices, on the terns and upon the occurrence of the events described herein. The maturity of the Bonds may be accelerated upon the occurrence of certain events as further described herein. See "THE BONDS" and "APPENDIX B — SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE — Defaults and Remedies"). THE BONDS ARE LIMITED OBLIGATIONS OF FLORIDA HOUSING, PAYABLE SOLELY OUT OF THE TRUST ESTATE WHICH IS THE SOLE ASSET OF FLORIDA HOUSING PLEDGED THEREFOR, AND THEN ONLY TO THE EXTENT PROVIDED THEREIN. PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE BONDS SHALL NOT BE A DEBT OR AN OBLIGATION, EITHER GENERAL OR SPECIAL, OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF, AND NEITHER THE STATE NOR ANY POLITICAL SUBDIVISION THEREOF SHALL BE LIABLE THEREON. NEITHER THE FAITH, REVENUES, CREDIT NOR TAXING POWER OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF SHALL BE PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE BONDS. FLORIDA HOUSING HAS NO TAXING POWER. FREDDIE MAC'S OBLIGATIONS WITH RESPECT TO THE BONDS ARE SOLELY AS PROVIDED IN THE CREDIT ENHANCEMENT AGREEMENT. THE OBLIGATIONS OF FREDDIE MAC UNDER THE CREDIT ENHANCEMENT AGREEMENT WILL BE OBLIGATIONS SOLELY OF FREDDIE MAC, A SHAREHOLDER -OWNED, GOVERNMENT -SPONSORED ENTERPRISE ORGANIZED UNDER THE LAWS OF THE UNITED STATES OF AMERICA. FREDDIE MAC HAS NO OBLIGATION TO PURCHASE, DIRECTLY OR INDIRECTLY, ANY OF THE BONDS, BUT WILL BE OBLIGATED, PURSUANT TO THE CREDIT ENHANCEMENT AGREEMENT, TO PROVIDE FUNDS TO THE TRUSTEE TO PAY THE PURCHASE PRICE OF THE BONDS UNDER THE CIRCUMSTANCES DESCRIBED THEREIN. THE BONDS ARE NOT A DEBT OF THE UNITED STATES OF AMERICA, ANY AGENCY THEREOF, OR OF FREDDIE MAC, AND ARE NOT GUARANTEED BY THE FULL FAITH AND CREDIT OF THE UNITED STATES OF AMERICA OR BY FREDDIE MAC. This cover page of the Official Statement contains certain information for quick reference only. It is not a complete summary of the Bonds. Investors should read the entire Official Statement to obtain information essential to the making of an informed investment decision. The Bonds are subject to the approval of certain legal matters by Bryant Miller Olive P.A., Tallahassee, Florida, and the Law Offices of Steve E. Bullock, P.A., Miami, Florida, Bond Counsel. Certain legal matters will be passed upon for Florida Housing by Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Special Counsel to Florida Housing and by Weiss Serota Helfinan Pastoriza Cole & Boniske, P.L., Coral Gables, Florida, Disclosure Counsel to Florida Housing. Certain legal matters will be passed upon for Freddie Mac by its Legal Division and by its special counsel, Ballard Spahr LLP, Washington, D.C., for the Borrower by its co -counsel, Pepple Cantu Schmidt PLLC, Clearwater, Florida, and Eichner, Norris & Neumann PLLC, Washington, D.C., and for the Underwriter by its counsel, GrayRobinson, P.A., Tampa, Florida. Certain matters will be passed upon for Florida Housing by Tibor Partners, Inc., University Park, Florida, as its Financial Advisor. It is expected that the Bonds will be available for delivery through the facilities of DTC in New York, New York, on or about Apri124, 2013, STERN BROTHERS & CO. Date: April 18, 2013 SternBrothers&Co. Appendix E: WBE Certifications [Remainder of page intentionally blank] ORVWBC WBEN Women's Business Enterprise National Council hereby grants omen's Business Enteipj toc ertC. ��°4(‘ Stern Brothers & Co. Cat 470,* who has successfully met WBENC's standards as a Women's Business Enterprise (WBE). This certification affirms the business is woman -owned, operated and controlled; and is valid through the date herein. Expiration Date: 10/31/2016 WBENC National Certificate Number: 2005125483 NAICS Codes: 523110 UNSPSC Codes: 93151600 Ceroo,for Women &rpe Astra Ot+ EN US N£SS Woames ttunnstas tot.... IENFti WBENC National WBE Certification was processed and validated by Women's Business Development Center — Chicago, a WBENC Regional Partner Organization. t,„ Authorized by Emilia DiMenco, President & CEO Women's Business Development Center - Chicago WBEA 13WBEc { � v oaEc WBEC #ta WOMEN'S WAS BUSINESS mer • DEVELOPMENT CENTER Your growth Is our business. Women's Aft-. Bosinessaterprise CoUrriI WEST GREATER ORLANDO AVIATION AUTHORITY November 20, 2014 Mrs. Peggy P. Finn Stern Brothers & Co. 8000 Maryland Ave Ste 800 St. Louis, MO 63105 Minority/Women Business Enterprise (M/WBE) Certification Dear Mrs. Finn: The Office of Small Business Development of the Greater Orlando Aviation Authority ("the Authority") has reviewed the application and supporting documentation submitted on behalf of Stern Brothers & Co. to determine whether the entity is eligible for certification as a Minority/Women Business Enterprise (M/WBE). 1 am pleased to inform you that your company has been certified as an M/WBE under the Authority's M/WBE Policy. Please be advised that this certification is not equivalent and should not be construed as certification under the Authority's Disadvantaged Business Enterprise Policy promulgated pursuant to the Department of Transportation's regulations, or the Authority's Local Disadvantaged Business Enterprise policy. Your company's certification as an M/WBE firm with the Authority will be effective through unless there is a change in the ownership and/or control of the company at which time you are required to submit information with respect to the change, The Authority reserves the right to reaffirm or deny the certification of the company based on this new information. For re -certification at the end of the three (3) year period a new M/WBE Application must be submitted. The application must be submitted sixty (60) days prior to expiration of your current certification. You may download a copy of the application at http://wvvw.orlandoairports.net/small_business/index.htm. Congratulations on your M/WBE certification. Please contact our office at (407) 825-7133 or dbe@goaa.org if you have any questions or if we can be of any assistance. rely, Mic elle Tatom, A.A.E. Director, Office of Small Business Development MT:kJ M/WBE Expiration Date: DECEMBER 2015 F- z w u_ z 0 0 w 1- z - -J 0 1- (r) CITY OF MIA MI J.P. Morgan Response to Request for Qualifications for Municipal Bond Underwriting Services RFQ Number: 521381 Proposer's Name: J.P, Morgan Securities LLC Day to day Contact: T.J. Whitehouse, Executive Director Primary Office Location: 1450 Brickell Avenue, Miami, FL 33131 New York Office Location: 383 Madison Avenue, New York, NY 10179 Business Phone: (305) 579-9482 Business Fax: (312) 560-2525 FEIN:13-4110995 J.P.Morgan CONFIDENTIAL Disclaimer This presentation was prepared exclusively for the benefit and internal use of the J.P. Morgan client to whom it is directly addressed and delivered (including such client's affiliates, the "Client") in order to assist the Client in evaluating, on a preliminary basis, the feasibility of possible transactions referenced herein. The materials have been provided to the Client for informational purposes only and may not be relied upon by the Client in evaluating the merits of pursuing transactions described herein. No assurance can be given that any transaction mentioned herein could in fact be executed. Information has been obtained from sources believed to be reliable but J.P. Morgan does not warrant its completeness or accuracy. Opinions and estimates constitute our judgment as of the date of this material and are subject to change without notice. Past performance is not indicative of future results. Any financial products discussed may fluctuate in price or value. This presentation does not constitute a commitment by any J.P. Morgan entity to underwrite, subscribe for or place any securities or to extend or arrange credit or to provide any other services. J.P. Morgan's presentation is delivered to you for the purpose of being engaged as an underwriter, not as an advisor, (including, without limitation, a Municipal Advisor (as such term is defined in Section 975(e) of the Dodd -Frank Wall Street Reform and Consumer Protection Act)) . The role of an underwriter and its relationship to an issuer of debt is not equivalent to the role of an independent financial advisor. The primary role of an underwriter is to purchase, or arrange for the purchase of, securities in an arm's-length commercial transaction between the issuer and the underwriter. An underwriter has financial and other interests that differ from those of the issuer. If selected as your underwriter, J.P. Morgan will be acting as a principal and not as your agent or your fiduciary with respect to the offering of the securities or the process leading to issuance (whether or not J.P. Morgan or any affiliate has advised or is currently advising the Client on other matters). Any portion of this presentation which provides information on municipal financial products or the issuance of municipal securities is given in response to your questions or to demonstrate our experience in the municipal markets and does not constitute "advice" within the meaning of Section 975 of the Dodd -Frank Wall Street Reform and Consumer Protection Act. We encourage you to consult with your own legal and financial advisors to the extent you deem appropriate in connection with the offering of the securities. If you have any questions concerning our intended role and relationship with you, we would be happy to discuss this with you further. This communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This material is not a product of the Research Departments of J.P. Morgan Securities LLC ("JPMS") and is not a research report. Unless otherwise specifically stated, any views or opinions expressed herein are solely those of the authors listed, and may differ from the views and opinions expressed by JPMS's Research Departments or other departments or divisions of JPMS and its affiliates. Research reports and notes produced by the Research Departments of JPMS are available from your Registered Representative or at http://www.morganmarkets.com. JPMS's policies prohibit employees from offering, directly or indirectly, a favorable research rating or specific price target, or offering to change a rating or price target, to a subject Client as consideration or inducement for the receipt of business or for compensation. JPMS also prohibits its research analysts from being compensated for involvement in investment banking transactions except to the extent that such participation is intended to benefit investors. J.P. Morgan makes no representations as to the legal, tax, credit, or accounting treatment of any transactions mentioned herein, or any other effects such transactions may have on you and your affiliates or any other parties to such transactions and their respective affiliates. You should consult with your own advisors as to such matters. IRS Circular 230 Disclosure: JPMorgan Chase & Co. and its affiliates do not provide tax advice. Accordingly, any discussion of U.S. tax matters included herein (including any attachments) is not intended or written to be used, and cannot be used, in connection with the promotion, marketing or recommendation by anyone not affiliated with JPMorgan Chase & Co. of any of the matters addressed herein or for the purpose of avoiding U.S. tax -related penalties. This presentation does not carry any right of publication or disclosure, in whole or in part, to any other party, without the prior consent of J.P. Morgan. Additional information is available upon request. J.P. Morgan is the marketing name for the investment banking activities of JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC (member, NYSE), J.P, Morgan Securities plc (authorized by the FSA and member, LSE) and their investment banking affiliates. 2 1 0 >- U J:P.Morgan CONFIDENTIAL LL Municipal Advisor Rule One or more of the services included in this Request for Qualifications may be considered municipal advisory activities under the final rules (SEC Rel. No. 34-70462 (Sept. 20, 2013)) (such final rules and to the extent referenced therein, Section 975, the "Municipal Advisor Rules"), implementing Section 975 ("Section 975") of the Dodd -Frank Wall Street Reform and Consumer Protection Act. We may not be able to perform some of the services you may request of us from time to time in connection with the engagement on which you are requesting qualifications, unless we have confirmed that such requested services do not cause us to be considered a "municipal advisor" under the Municipal Advisor Rules or are otherwise excluded or exempt under the Municipal Advisor Rules. We are responding to the RFQ to serve as an underwriter, and not as a municipal advisor. Any certifications, guarantees, warranties and agreements, with respect to our ability to perform the services described in the RFQ or otherwise requested by you in connection with this engagement are hereby qualified and may only be performed to the extent that any such services may be performed without causing us to be considered a "municipal advisor" under the Municipal Advisor Rules. Case Studies Disclaimer The securities have not been, and will not be registered under the Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state of the U.S. or other jurisdiction and were offered and sold in reliance upon an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state or local securities laws. This is not a product of the Research Department of J.P. Morgan Securities LLC. J P.Morgan Certification Statement Please quote on this form, if applicable, net prices for the item(s) listed. Return signed original and retain a copy for your files. Prices should include all costs, including transportation to destination. The City reserves the right to accept or reject all or any part of this submission. Prices should be firm for a minimum of 180 days following the time set for closing of the submissions. In the event of errors in extension of totals, the unit prices shall govern in determining the quoted prices. We (I) certify that we have read your solicitation, completed the necessary documents, and propose to furnish and deliver, F.O.B. DESTINATION, the items or services specified herein. The undersigned hereby certifies that neither the contractual party nor any of its principal owners or personnel have been convicted of any of the violations, or debarred or suspended as set in section 18-107 or Ordinance No. 12271, All exceptions to this submission have been documented in the section below (refer to paragraph and section). EXCEPTIONS: Appendix D: Idemnification & Insurance We (I) certify that any and all information contained in this submission is true; and we (I) further certify that this submission is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a submission for the same materials, supplies, equipment, or service, and is in all respects fair and without collusion or fraud. We (I) agree to abide by all terms and conditions of this solicitation and certify that I am authorized to sign this submission for the submitter. Please print the following and sign your name: SUPPLIER NAME. J.P. Morgan Securities LLC ADDRESS• 1450 Brickell Avenue, 33rd Floor PHONE: (305) 579-9482 FAX (312) 377-0347 EMAIL: thomas.j.whitehouse6jpmorgan.com BEEPER• SIGNED BY T.J. Whitehouse Not applicable TITLE: Executive Director DATE December 15, 2015 FAILURE TO COMPLETE. SIGN, AND RETURN THIS FORM SHALL DISQUALIFY THIS BID. Page 2 of 42 Certifications Legal Name of Firm: J.P. Morgan Securities LLC Entity Type: Partnership, Sole Proprietorship, Corporation, etc. Corporation Year Established: 2010* Office Location: City of Miami, Miami -Dade County, or Other City of Miami Occupational License Number: CRD #79 Occupational License Issuing Agency: Financial Industry Regulatory Authority (FINRA) Occupational License Expiration Date: No expiration date, and our registration is currently active Please list and acknowledge all addendum/addenda received. List the addendum/addenda number and date of receipt (i.e. Addendum No. 1, 7/1/07). If no addendum/addenda was/were issued, please insert N/A. Addendum 1, Addendum 2 If Proposer has a Local Office, as defined under Chapter 18/Articlle III, Section 18-73 of the City Code, has Proposer filled out, notarized, and included with its bid response the "City of Miami Local Office Certification" form? YES OR NO? (The City of Miami Local Office Certification form is located in the Oracle Sourcing system ("iSupplier"), under the Header/Notes and Attachments Section of this solicitation) NO *J.P. Morgan Securities LLC was formed as an entity in 2010, however, our hertiage companies date to 1799 Page 3 of 42 CQNPIDENTIAL u_ 0 2. Table of contents 3. Executive Summary 1 4. J.P. Morgan's Overall Qualifications and Experience 3 5. Proposer's Ability to Underwrite Capacity Bond 6 6. Qualification and Experience of Personnel 11 7. Understanding of the City 17. 8. Description of the approach to providing services requested in the solicitation 21 9. Trade Secrets Execution to Public Records Disclosure 26 Appendices A. J.P. Morgan in the Community 27 B. Materials Supporting Question 7A 29 C. J.P. Morgan's Form G-37 30 D. Indemnification and Insurance 37 E. Redbook Listings 38 F. Acknowledgement of Addendums 49 G. Evidence of Qualification to Conduct Business in Florida 56 J.P.Morgan CONFIDENTIAL 3. Executive Summary A signed and dated summary of not more than three (3) pages containing the Proposer's Overall Expertise, Qualifications and Experience. Include the name of the organization, business phone, contact person, and phonelfaxlemail address, Describe its overall organization, history and background, tax status, principals, owners, board of directors andlor board of trustees, number of professionals employed, and the date Proposer was incorporatedlorganized; State(s) incorporatedlorganized in. December 16, 2015 To whom it may concern: On behalf of J.P. Morgan Securities LLC ("J.P. Morgan"), we thank you for this opportunity to present our qualifications to serve the City of Miami (the "City") as Senior Managing Underwriter as a part of its Four Year Underwriting Pool. The discussion below summarizes our credentials and highlights our ability to serve the City as Senior Managing Underwriter. We acknowledge that we received Addendum Number 1 and Addendum Number 2 in Appendix F. Leadership in Underwriting Municipal Debt. J.P. Morgan is a top ranked underwriter overall 2015YTD, having senior managed $31.7 billion of total par.1 In 2014, J.P. Morgan earned the #1 ranking for negotiated and competitive fixed rate issuance nationally with a total volume of $48.8 billion and a 13.8% market share.1 Our performance in 2014 continued from our momentum in 2013 and 2012, when J.P. Morgan earned the #1 and #2 national ranking, respectively, for negotiated and competitive fixed rate issuance. Between 2012 and 2015YTD, J.P. Morgan earned a top ranking for negotiated and competitive fixed rate issuance in Florida with a 16.0% market share and $9.8 billion in total issuance volume.1 Commitment to Florida and the City of Miami. J.P. Morgan has one of the broadest and fastest growing footprints of any financial institution in the State. JPMorgan Chase & Co. ("JPMorgan") won the 2012 Governor's Innovators in Business Award for our outstanding contributions toward improving and diversifying Florida's economy, plus distinctive community investment efforts, particularly relating to industries targeted for economic development and high wage growth. Our public finance offices in Miami and Orlando are part of a statewide network of 466 locations employing more than 13,200 Florida residents. In surrounding Miami -Dade, Palm Beach, and Broward Counties (the 'tri-county area"), JPMorgan is one of the largest depository banks, employing 2,687 people in 213 locations throughout these Counties, servicing nearly 1.8 million consumer customers and more than 139,000 small business customers. JPMorgan has nearly 900 employees residing in the City of Miami and employs nearly 1,000 people citywide. We serve over 593,000 consumer customers and nearly 49,000 small business customers at 66 locations throughout the City of Miami. JPMorgan continues to be there in support of small businesses throughout Florida, making a difference locally by extending $800 million in credit through 19,000 loans in 2014. Please see Appendix A for further detail on our commitment to the City. In 2014, J.P. Morgan's Public Finance team senior managed nearly $2.0 billion of par for Florida issuers to earn the #2 ranking in the State for negotiated and competitive issuances.1 We plan to staff the City's proposed transactions with professionals based in Miami and New York. J.P. Morgan has assembled an investment banking team with a significant amount of Florida experience to serve the City for its proposed financing. Unmatched Capital Strength. A senior manager's capital strength and its willingness and ability to commit capital to support its clients' financings in the current market environment cannot be overemphasized. JPMorgan's solid capital position differentiates it from most of its peer financial institutions. JPMorgan currently has more than $245 billion in capital and has repeatedly demonstrated its willingness to leverage this financial strength to achieve favorable pricing results for its clients. Industry -Recognized Credit Analysis and Investor Marketing Group. In addition to our leadership in the municipal market, J.P. Morgan further distinguishes itself from other firms through its attention to rating agency strategies, pre -marketing efforts and investor outreach, which enables our sales team to leverage the firm's distribution channels at the time of pricing. We have a unique five -person Credit Analysis and Investor Marketing Group that works to (1) coordinate and prepare an issuer to implement a rating agency strategy and investor outreach plan, (2) maintain daily interaction with the sales force and investors to gain timely information for our issuer clients, (3) develop investor marketing plans and manage one-on-one investor follow-up, and (4) proactively engage with investors throughout the deal process. The team engages both the buy -side and issuing side of the municipal market to provide a unique dimension to the credit structuring and investor outreach process that can ultimately lead to strong buyer demand. Distribution Strength. J.P. Morgan offers one of the broadest and most capable retail and institutional distribution platforms in the United States. Through our retail distribution partnership with Charles Schwab and LPL Financial, the City will have access to over 34,000 retail financial advisors in over 11,950 offices nationally including over 1,770 advisors in 634 Florida offices. Complementing our firm's retail sales capabilities, our institutional sales force covers the 500 largest buyers of tax-exempt bonds in the country, including all Thomson Reuters SDC, Data as of 12/9/2015, True Economics to Bookrunner, inclusive of notes Address: 1450 Brickell Ave, 33rd Floor, Miami FL 33131 Telephone: (305) 579-9482 1 J P.Morgan CONFIDENTIAL major mutual funds, investment advisors, bank trust departments, commercial banks, hedge funds, insurance companies, and corporations, as well as non-traditional institutional investors, such as arbitrage accounts and tender option bond programs. Description of the Overall Organization. JPMorgan Chase & Co. ("JPMorgan"), a publicly held, global financial services company employing over 235,000 people worldwide and more than 13,200 in Florida, is the largest financial institution in the United States with $245 billion in total capital as of September 30, 2015. While the current JPMorgan entity was incorporated under Delaware law in 1968, its predecessor companies have been a part of Florida since 1891. Please see JPMorgan's website for a full description of our Board of Directors? J.P. Morgan Securities LLC ("J.P. Morgan" or "JPMS"), the Investment banking subsidiary of JPMorgan, is one of the top broker -dealers in the world. We serve more than 4,000 issuers globally, including corporations, governments, and government agencies, and our relationships with some of our clients span over 150 years. J.P. Morgan holds industry -leading positions in nearly every product and sector. As of Q3 2015, we ranked as the #1 investment bank for: Debt, Equity, and Equity -Related products; Long -Term Debt; Loan Syndications; and Bond Underwriting and Loans. Furthermore, we have been one of the top three underwriters of municipal debt every year since 2005. Additionally, we would like to state that to the best of our knowledge based on extensive ongoing diligence, J.P. Morgan satisfies each of the Minimum Requirements listed under Section 2.9, Proposer's Minimum Qualifications, and is in compliance with the Minimum Requirements and Pre -Requisites as stated in Section 2.9. We sincerely appreciate the opportunity to present our qualifications and trust that our proposal reflects our strong capabilities and desire to put our resources and experience to work on your behalf as your senior manager. We fully understand the scope of the services to be provided and are committed to providing best -in -class service for the City. Please do not hesitate to contact us if you have any questions or would like additional information. Sincerely, JPMorgan Chasi Co.' J.P. Morgan T.J. Whitehouse, Executive Director J.P. Morgan Securities LLC 1450 Brickell Ave, 33rd Floor Miami, FL 33131 Tel: (305) 579-9482 Fax: (312) 377-0347 Thomas.l.whitehousealpmorgan.com Public Milano w Investment Banking w Municipal Credit ae Underwriting, Sales & Trading w Municipal Capital Markets 2 http://www.jpmorganchase.comlcorporate/About-JPMC/board-of-directors Address: 1450 Brickell Ave, 33rd Floor, Miami FL 33131 Telephone: (305) 579-9482 r N Investment Banking ▪ Credit Analysis ■ Private Equity w Investment In anagement ■ Private Banking is Treasury Services to Middle Markets ra Consumer Banking w Small Business Services re Auto Finance �p Education Finance w Credit Cards r Home Finance r* Investments and Insurance ■ Asset Management er portfolio Management m Private Banking 2 J P.Morgan CONFIDENTIAL 4. J.P. Morgan's Overall Qualifications and Experience a) Proposer shall satisfy each of the minimum requirements listed under Section 2.9, Proposer's Minimum Qualifications, of the RFQ. Proposer must also submit an affidavit of Proposers declaration of compliance to the Minimum Requirements and Pre -Requisites as stated in Section 2.9; To the best of our knowledge based on extensive ongoing diligence, J.P, Morgan satisfies each of the Minimum Requirements listed under Section 2.9, Proposer's Minimum Qualifications, and is in compliance with the Minimum Requirements and Pre -Requisites as stated in Section 2.9. b) Describe your firm's underwriting practice as related to public finance. Compare public finance staffing in your firm three (3) years ago and that of today; Public Finance Overview. J.P. Morgan's Public Finance Department delivers a full range of capital markets solutions, including banking and origination, underwriting, sales and trading, credit origination, and infrastructure advisory. The department is comprised of 167 municipal finance banking and markets personnel located in New York and 13 regional offices, including two located in Miami. Even during the most turbulent periods of recent years, J.P. Morgan has not had a reduction in the number of bankers in the firm's Florida Public Finance office, indicative of our abiding commitment to Florida municipal issuers, J.P, Morgan has recently increased its commitment to our Florida Public Finance franchise. Since 2009, we have added four members to our Florida Team; T.J. Whitehouse, Executive Director, and Gary Garay, Vice President, both in Miami, and Nathaniel Johnson, Vice President, and Bernadette Fisher, Administrative Specialist, both in Orlando. Below, we provide a summary of the products and services offered within the Public Finance Department. Since 2012, Public Finance has had the traditional departure of employees, due to personal or other reasons, but we've addressed any departures with other professionals who have also added value to our banking team. Public Finance has maintained an average of 180 professionals since 2012 covering state and local governments, not -for -profit organizations and transportation and other revenues issuers. ■ Banking Our banking services include structuring, marketing, and executing transactions for every type of credit in the municipal space. Public Finance sector groups include transportation and infrastructure advisory, healthcare, higher education, housing, environmental and utilities, as well as regional coverage banking teams, Since 2012, J.P. Morgan has served as senior manager on 65 negotiated Florida transactions totaling over $6.3 billion, and purchased an additional 25 deals through competitive sales, totaling nearly $3.4 billion.' • Underwriting, Sales and Trading consists of 36 professionals and staff in New York, Chicago and Boston dedicated to the primary and secondary markets. These individuals focus on the underwriting, sales, and trading of long and short-term, fixed and variable rate, taxable and tax-exemptmunicipal bonds. With four senior underwriters and 16 dedicated institutional salespeople focused on the long and short end of the municipal yield curve, J.P. Morgan provides strong institutional buyer penetration. IN Credit Analysis & Investor Marketing. In addition to our leadership in the municipal market, J,P. Morgan further distinguishes itself from other firms through its attention to pre -marketing efforts and investor outreach, which enables our sales team to leverage the firm's distribution channels. We have a unique five -person Credit Analysis and Investor Marketing Group that works to (1) coordinate and prepare the City's management team to implement a rating agency strategy and investor outreach plan, (2) maintain daily interaction with the sales force and investors to gain timely information for the City, (3) develop investor marketing plans and manage one-on-one investor follow-up, and (4) proactively engage with investors throughout the deal process. This four -member team engages both the buy -side and issuing side of the municipal market to provide a unique dimension to the City's credit structuring and investor outreach process that can ultimately lead to strong buyer demand. le Credit Origination. J.P. Morgan has been the market leader in tax-exempt credit origination for over 35 years. Today, our client base of more than 150 issuers turn to J.P. Morgan as a well -established, highly rated domestic bank known for its innovation, timely execution, risk appetite, and superior account management. Public Piinalnce Offices Dedicated to the City of Miami Miami Office 1450 Brickell Avenue 33rd Floor Miami, FL 33131 New York office 383 Madison Avenue 8th Floor New York, NY 10179 Public Finance Organizational tlU� 'till J P Morgan Securities LLC Public Finance Address: 1450 Brickell Ave, 33rd Floor, Miami FL 33131 Telephone: (305) 579-9482 Investmont banking Sales,T tiding & Undarifiritiny 3 J.P Morgan CONFIDENTIAL c) Disclosure by the underwriter of any conflicts of interest, as stated in MSRB Rule G-17, including finder's fees, fee splitting, or other contractual arrangements of the firm that could present a real or perceived conflict of interest. Additionally, the firm should disclose if there are any pending investigations of the firm or enforcement or disciplinary actions imposed on the firm within the past three (3) years by the Security Exchange Commission (SEC) or other regulatory bodies; To the best of our knowledge and belief, there are no conflicts of interest or potential conflicts of interest that may arise as a result of J.P. Morgan being selected for this engagement to act as a member of the Underwriting Team for the City that would affect our ability to complete the services described in the RFQ. J.P. Morgan and its affiliates comprise a full service securities firm and a commercial bank engaged in securities trading and brokerage activities, as well as providing investment banking, asset management, financing, and financial advisory services and other commercial and investment banking products and services to a wide range of corporations and individuals. In the ordinary course of our trading, brokerage, asset management, and financing activities, J.P. Morgan and its affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for our own account or the accounts of customers, in debt or equity securities or senior loans of parties that may be involved in the issuance of bonds by the City. In addition, J.P. Morgan and its affiliates may currently have and may in the future have investment and commercial banking, trust and other relationships with parties that may be involved in the issuance of bonds by the City. J,P. Morgan has in place policies and procedures which are designed to identify, analyze and avoid or mitigate conflicts of interest which may arise as a result of our relationships with clients who may have competing interests in respect of a particular transaction. In addition, we have in place policies regarding use and disclosure of confidential client information. The policies are designed to prevent disclosure of confidential client information outside the firm or for the benefit of other J.P. Morgan clients. These policies expressly prohibit disclosure of confidential client information outside the firm and limit internal dissemination of confidential client information to those specific employees who need to know such information for purposes of providing services to the client to whom the information belongs. JPMorgan Chase & Co. and/or its subsidiaries (collectively, the "Firm") are defendants or putative defendants in numerous legal proceedings, including private civil litigations and regulatory/government investigations. The litigations range from individual actions involving a single plaintiff to class action lawsuits with potentially millions of class members. Investigations involve both formal and informal proceedings, by both governmental agencies and self -regulatory organizations. These legal proceedings are at varying stages of adjudication, arbitration or investigation, and involve each of the Firm's lines of business and geographies and a wide variety of claims (including common law tort and contract claims and statutory antitrust, securities and consumer protection claims), some of which present novel legal theories. Based on current knowledge, the Firm believes it has asserted meritorious defenses to the claims asserted against it in its currently outstanding legal proceedings, intends to defend itself vigorously in all such matters and does not believe that any pending legal proceeding would have a material effect on the Firm's performance of the services contemplated by the RFP. For further discussion, please refer to JPMorgan Chase & Co.'s publicly -filed disclosures, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the U.S. Securities and Exchange Commission (available at: http://investor,shareholder.com/ipmoroanchase/sec.cfm). Reference is also made to a press release issued on May 20, 2015 concerning settlements related to foreign exchange activities (available at http://investor.shareholder.com/ipmorclanchase/releasedetail,cfm?ReleaselD=914105). d) Certify the Proposer's Excess Net Capital position as of September 30, 2014 to date; While the Firm's Excess Capital Position as of September 30, 2014 is not available, we have included the June 30, 2014 figure instead. The Firm's Excess Net Capital Position as of June 30, 2014, December 31, 2014, March 31, 2015, June 30, 2015, and September 30, 2015 was $11.377 billion, $10.641 billion, $12.897 billion, $10,822 billion, and 10.675 billion, respectively. Please see our response to Question 5D for a full discussion of our capital position. e) Disclose whether your Firm has been involved in the prior trade of securities for the City of Miami? If so, please specify dates and provide detailed information concerning the services provided. Underwriting. Since 2000, J.P. Morgan and our heritage firm Bear Stearns have served as an underwriter on over $700 million of bonds for the City of Miami, including senior managing transactions in 2002, 2006, 2007, and 2009. In the table below we provide a summary of our experience underwriting the City's bonds since 2000, Date Par ($mm) Issue Description Series J.P. Morgan Role 10/23/09 6.485 Parking Sys Rev & Rev Ref Bonds Series 2009 Co -Manager 10/23/09 60.110 Parking Sys Rev & Rev Ref Bonds Series 2009 Co Manager Address: 1450 Brickell Ave, 33rd Floor, Miami FL 33131 Telephone: (305) 579-9482 4 J P.Morgan CONFIDENTIAL 07/10/09 05/20/09 11/15/07 06/28/07 03/29/06 03/29/06 05/21/03 10/04/02 07/25/02 07/19/02 07/10/02 03/27/02 37.435 51.055 80.000 153.060 3.850 36.805 18.680 28.390 13.170 153.186 27.895 32.510 Pension Refunding Revenue Bonds Series 2009 Limited Ad Valorem Tax Bonds Series 2009 Special Obligation Bonds Series 2007 Ltd Ad Valorem Tax Ref Bonds Parking System Revenue Bonds Parking System Revenue Bonds GO Refunding Bonds Special Oblig Revenue Ref Bonds Special Oblig Rev Ref Bonds Ltd Ad Valorem Tax Bonds Special Oblig Rev Ref Bonds Series 2002 A GO Refunding Bonds Series 2002 A Senior Manager Co -Manager Senior Manager Series 2007 A & B Co -Manager Series 2006 Senior Manager, Remarketing Agent Series 2006 Senior Manager, Remarketing Agent Series 2003 Co -Manager Series 2002 C Co -Manager Series 2002 B Co -Manager Series 2002 Co -Manager Co -Manager Senior Manager Total $702.631 14 Issues Source: Thomson Reuters as of 12/08/15, Compiled by J.P. Morgan. Secondary Trading. As part of our overall trading platform, J.P. Morgan has participated in the trading of securities for the City of Miami in the secondary market. Detailed information regarding these trades is considered confidential information and as such we are unable to provide specific detail on the trades. However, we can disclose that since 2009 we have executed 128 trades totaling over $77 million of par for City of Miami securities in the secondary market. Banking. The Commercial Banking entity of JPMorgan Chase Bank, N.A. ("the Bank") currently supports the City of Miami by providing Purchasing Card services, which provide a streamlined means to authorize, track, pay and reconcile many of the City's purchases. In addition to the efficiencies offered by utilizing the Purchasing Card program, the City earns an aggressive rebate based on their respective spend. The Bank has provided these services to the City of Miami since 2005. The Bank also provided Purchasing Card services to Miami Parking Authority from 2008 through 2015. Additionally, J.P. Morgan Asset Management has enjoyed a longstanding relationship with the City of Miami's Fire Fighters and Police Officers' Pension Fund. Address: 1450 Brickell Ave, 33rd Floor, Miami FL 33131 Telephone: (305) 579-9482 5 J P.Morgan CONFIDENTIAL 5. Proposer's Ability to Underwrite Capacity Bond a) Describe the Proposer's bond sales abilities with emphasis on the Proposer's institutional and/or retail distribution capabilities and ability to place Florida paper. Include in a tabular format the following (limit to three pages): 1) Number of sales personnel in Florida; 2) Number of offices in Florida; and 3) Number of offices nationally. J.P. Morgan's three -pronged national distribution network offers one of the broadest and most capable distribution platforms of any Wall Street firm in the tax-exempt market. Institutional Distribution Capacities pi 16 person municipal bond team based in New York and Boston a Dedicated solely to selling municipal tax-exempt bonds IN Covers Tier I, institutional investors (mutual funds, hedge funds, investment advisors, bank trust departments, and insurance companies) Middle Markets 2 32 general sales professionals located in four offices throughout the US (New York, Chicago, Dallas and San Francisco) e Cover all major regional institutional investors, including non-leveraged/real money Tier II, III and IV institutional investors Retail J.P. Morgan offers over 34,000 advisors through the following distribution channels: • JPM Private Bank ✓ JPM Private Wealth Management ▪ Chase Investment Services • Charles Schwab J.P. Morgan's 16-member Municipal Institutional Sales force covers every major domestic market and all major mutual funds, investment advisors, bank trust departments, and insurance companies throughout the country. They are dedicated solely to selling tax-exempt municipal bonds, and maintain relationships with the 500 largest institutional buyers in the municipal market. The team focuses on buyers of the long- and short -end of the municipal yield curve, including national, Tier I institutional investors. In addition, we have 32 professionals in our General Sales Group located in New York, San Francisco, Chicago, and Dallas who are responsible for the coverage of major regional institutional investors nationwide, including non-leveraged/real money Tier II, III and IV institutional investors. This investor base represents 80% of Business Week 1,000 corporations, 1,500 small to medium sized banks and trust companies, middle market companies and small money market managers, and 4,000 small to mid -size corporations. J.P. Morgan is also able to access a huge retail network of sales professionals, brokers and investment advisors both nationally and in Florida through: ▪ J.P. Morgan Private Bank — Ultra -High Net Worth: Investors include more than 50% of the individuals on the Forbes 400 list of richest Americans, and nearly 40% of the individuals on the Forbes global billionaires list, J.P. Morgan Private Wealth Management: This significant market presence concentrates on middle market institutions and high -net -worth individuals with assets above $5 million. It has over 3,170 client accounts in Florida, with over $17.6 billion assets under management Overall, J.P. Morgan's Private Bank and Private Wealth Management have over 8 offices in 253 locations. Ilia Chase Investment Services: Over 5,000 financial advisors nationwide with over 180 offices and 260 representatives in the state of Florida. ® Charles Schwab Distribution Agreement: We are the primary provider of new issue municipal securities to the 7.8 million client brokerage accounts of Charles Schwab & Co.'s retail and independent investment advisor clients, This network includes 718 financial advisors in 33 Florida locations. ■ LPL Financial Distribution Agreement: LPL Financial is the nation's largest independent broker dealer, with over 18,000 financial advisors, including 539 representatives in 411 Florida locations. Florida Retail Distribution Flap Key: a JPMPB b ChageWM Scnwt ® LPLFinanoloi Below is the breakdown of our retail distribution network in the State of Florida, and nationally: PB/PWIVI Offices Advisors CISC Schwab LPL Financial Total Offices Advisors Offices Advisors Offices Advisors Offices Advisors 182 268 33 718 = 411 w 53 634 1,778 2,691 , 5,166 347 6,871 8;; � - f ,31`7 11,956 34,474 Address: 1450 Brickell Ave, 33rd Floor, Miami FL 33131 Telephone: (305) 579-9482 6 JP.Morgan CONFIDENTIAL 7 O U b) For each of calendar years 2012, 2013 and 2014 and in tabular format, set forth the total number of municipal bond transactions the Proposer has served as Senior Manager and the total par amount involved (limit to one page); Since 2012, J.P. Morgan has served as Senior Manager or the Winning Bidder on 1,924 transactions totaling $212.2 billion in par nationally, including 89 transactions totaling $9.8 billion in Florida. In Florida our senior managed experience during this time includes transactions for Miami -Dade County, the School Board of Miami - Dade County, the City of Miami Beach, Broward County, Palm Beach County, City of Pembroke Pines, Lee County, the City of Jacksonville, the City of Tampa, and the Sunshine State Governmental Financing Commission, amongst others. Senior Managed Municipal Bond Underwriting Experience National Year 2015 YTD 2014 2013 2012 Number of Issues 506 481 444 493 Total Dollar Amount (nm) Florida Number of Issues 48,074 49,240 53,235 61,698 31 17 15 26 Total Dollar Amount (rim) 3,135 1,960 2,215 2,440 246 Source: Thomson Reuters as of 12/9/15. True Economics to Bookrunner; Includes competitive, negotiated, long-term, and short term transactions c) For each of calendar years 2012, 2013 and 2014 and in tabular format, set forth the total number of municipal bond transactions the Proposer has served as Co -Manager and the total par amount involved (limit to one page); Since 2012, J.P. Morgan has served as Co -Manager on 1,324 transactions totaling $233.2 billion in par nationally, including 81 transactions totaling $10.8 billion in Florida. Co -Managed Municipal Bond Underwriting Experience National Year 2015 YTD 2014 2013 2012 Number of Issues 345 296 299 384 Total Dollar Amount (rrrrl) Florida Number of Issues - Total Dollar Amount (mm) 46,436 57,746 58,496 70,529 26 12 15 28 3,633 1,675 1,856 3,666 Source: Thomson Reuters as of 12/9/15. Full Economics to Each Co -manager; Includes competitive, negotiated, long-term, and short-term transactions Address: 1450 Brickell Ave, 33rd Floor, Miami FL 33131 Telephone: (305) 579-9482 7 J P,Morgan CONFIDENTIAL d) Provide information related to the Proposer's capitalization, as follows: A table that reflects the most recent available data (include date) for the Proposer's total capital and excess net (uncommitted) capital; and With over $245 billion in total capital, JPMorgan Chase & Co. is one of the largest financial institutions in the world, the largest in the United States, and one of the highest rated domestic banks with ratings of Aa3/A+/AA-. J.P. Morgan frequently uses this capital strength to support new issuance and remarketing transactions on behalf of municipal issuers. As highlighted on the table below, J.P. Morgan Securities LLC had nearly $11.0 billion of excess net capital as of September 30, 2015. Furthermore, J.P. Morgan Public Finance has taken in $777 million of bonds as of June 30, 2015. Firm's Capitalization J.P. Morgan Securities LLC ($mm) JPMorgan Chase & Co. ($mm) Capital Positions 2012 2013 2014 Q1 2015 Q2 2015 Q3 2015 2012 2013 2014 Q1 2015 02 2015 Q3 2015 Total Capital 23,185 24,271 27,808 29,344 28,624 28,884 204,069 211,178 232,065 235,864 241,205 245,728 Equity Capital 13,946 17,256 15,294 16,308 `15255 15;997 195;011 200,020 212,002 214,371 216,287 219,660 Net Equity Capital 13,491 12,882 12,767 15,368 13,278 13,157 N/A N/A N/A N/A N/A N/A Excess Net Capital 11,969 10,836 10,641 12,897 10,822 10,675 N/A N/A N/A N/A N/A N/A In the last several years, J.P., Morgan has underwritten long-term competitive transactions as large as $1.1 billion, as well as $9.1 billion in a single short-term note sale, evidencing our strong ability to commit balance sheet for municipal issuers. Even across times of market stress, J.P. Morgan has still taken over $15.9 billion of fixed rate bonds into inventory since 2010 in negotiated transactions. As demonstrated in the table below, J.P. Morgan is ready and willing to deploy our balance sheet to support the capital markets transactions of our clients (certain clients detailed in the table have not provided consent to the use of their name and are described only generically). Largest Negotiated Capital Commitments 2012-2015YTD Date Jun 2015 Apr2015 Issuer Northeast"AA' Issuer Northwest "M" Issuer Jun 2014 West Coast "AA' Issuer Jun 2014 Northwest "A' Issuer Jan 2013 Southwest Issuer Issuance Size $900 million + $900 million + $1 billion + Dec 2012 California Pollution Control Finance Auth $730 million + Oct2012 Northeast "AA" Issuer $1 billion + Mar 2012 West Coast "A" Issuer Feb 2012 Southeastern "BBB" Issuer $1 billion + $1 billion + J.P. Morgan Principal Underwritten $61 million $136,1 million 54 million $400 million + $99.61pillion, $700 million + $60.4 rmdlion $108.9 million' $105.1, mifionw $370,6 million $115,5.miliion Importantly, J.P. Morgan has a specific history of capital commitment directly to Florida issuers. As shown in the case study below, J.P. Morgan utilized our balance sheet to support a Citizens Property Insurance financing by placing significant orders for unsold offerings, and ultimately purchasing and holding those bonds Firm Commitment One of J.P. Morgan's largest single underwriting commitment over the last five years was for 1/41:r- Citizens Property Insurance Series 2010A-1, Series 2010A-2 (Short Term Notes), and Series CITIZENS 2010A-3 (Floating Rate Notes). On March 22, 2010, Citizens priced $2.4 billion of High Risk Account pre -event bonds with J.P. Morgan serving as book -running senior manager for Series 2010 A-1 Bonds and Series 2010 A-2 Notes and Goldman Sachs senior -managing the $350 million floating rate Series 2010 A-3 Notes. Series 2010 A-1 priced as fixed rate tax-exempt bonds with maturities ranging from 2013 to 2017 with both Assured Guaranty insured bonds and uninsured bonds. Series 2010 A-2 priced as fixed rate tax-exempt one-year notes with an April 21, 2011 final maturity. Series 2010 A-3 priced as SIFMA floating rate notes with a 2013 maturity at SIFMA + 175 bps paying interest monthly. Address: 1450 Brickell Ave, 33rd Floor, Miami FL 33131 Telephone: (305) 579-9482 8 J P.Morgan CONFIDENTIAL The J.P. Morgan sub -series of the transaction were oversubscribed for both the A-1 Bonds and A-2 Notes. The Series 2010A-2 Notes received orders of almost 4 times the offering size, allowing spreads to be tightened by 7 bps from +109 to 1-year MMD to +102 to 1- year MMD. There was strong subscription for the Series 2010A-1 bonds as spreads in the 2016 and 2017 maturities tightened by 3 bps to +222 bps over the 6 and 7 year MMD. However, the Series 2010A-3 Floating Rate Notes received almost no investor interest, with approximately $110 million in orders for the $350 million sub -series. In order to support Citizens and the offering, J.P. Morgan placed an order to buy $250 million of the $350 million of Series 2010 A-3 SIFMA FRNs and ultimately received and underwrote just under $240 million. Additionally, J.P. Morgan's CIO also purchased an additional $150 million of 2010A-1 bonds, for a total of $390 million in total capital support for the Series 2010A Offering. e) Describe Proposers access to sources of current market information to provide bond pricing data before, during and after the sale. J.P. Morgan has a broad team of quantitative experts that have significant experience with complex quantitative financing issues. Our investment banking team would work closely with our Debt Capital Markets Group, which is a dedicated team of quantitative structuring experts that offers an integrated and comprehensive approach to solving complex financing problems. By actively consulting with colleagues across the J.P. Morgan platform, including our Private Bank, Structured Credit and Structured Investment teams, DCM works to develop new and innovative ideas in the tax-exempt market and ensures that the City will receive the most advanced thinking and technology in the financial markets. J.P. Morgan recognizes the importance of quantitative and analytical capabilities in achieving the City's financing objectives and has therefore dedicated significant resources to building state-of-the-art expertise in this area. Below is a description of a few of the many quantitative tools and sources of current market information utilized by J.P. Morgan to deliver detailed quantitative analysis of structuring alternatives and to develop innovative financial structures and products that will add value to the transactions likely to be undertaken by the City. to J.P. Morgan's Markets Deal Room. (Municipal Research — independent, extensive content and data from J.P. Morgan's Municipal Research team led by Peter DeGroot — see below): • Our proprietary award winning web -based research portal (Morgan Markets Web Portal), gives the City access to J.P. Morgan research in taxable and tax exempt capital markets. • The Public Finance dashboard on JPMM offers comprehensive market insight and tools in a single location. Features include: — Deal Room: orders and allotments and detailed information on your live and past transactions where J.P. Morgan is the Bookrunner; avoid third party fees to view live orders, i.e. $3,000 on a $200mm new issuance — Deal Calendar: new issue calendar for public finance transactions in J.P. Morgan's pipeline, including access to Preliminary and Final Official Statements - Weekly Market Update: weekly market commentary covering recent trends and top market drivers O Market Timing Analysis. The timing of bringing a new transaction to market is paramount to the overall success of execution. Leading up to issuance, J.P. Morgan will examine cyclical municipal fund flows, monitor the forward issuance supply calendar, and observe the general market tone and absolute levels of interest rates. O Yield Curve Analysis. J.P. Morgan utilizes a proprietary, evidence -based capital planning and optimization tool to quantify this historical relative value of different points on the yield curve versus historical averages, incorporating curve steepness and the absolute level of interest rates. O Lighthouse. Lighthouse is an integrated debt monitoring platform developed by J.P. Morgan to track our clients' debt and scan for refunding opportunities. Client debt is imported from an S&P database and prior advance refundings are tracked to determine the advance refundability of outstanding bonds. The output is readily available and can be exported to Excel -based debt profiles and DBC data files which allow J.P. Morgan to quickly analyze the City's existing debt. • Option Valuation Model, In evaluating refunding alternatives, issuers must choose between: 1) accepting current market conditions and executing a refunding today; 2) waiting to refund the bonds in the hope that available savings increase in the future; and 3) selling the value of the call option through the swaption market (which may not be feasible). J.P. Morgan has developed a proprietary Option Valuation Model to assist issuers in confidently addressing these refunding choices. The Option Valuation Model takes into account the specific features of an advance refundable bond, incorporating the dynamic Address: 1450 Brickell Ave, 33rd Floor, Miami FL 33131 Telephone: (305) 579-9482 roducts: Includes overview of Public Finance platform on JPMM and instructional videos on how to use certain analvt'ics Researc Access to J.P. Morgan's award winning research, including publications by Institutional Investot's#1 Municipal Strategist, Peter Degroot Analvtics: Access to client specific portfolio information, including fixed rate trade data, VRDB and CP reset rates, deal calendar, and other market analvtics 9 J.P.Morgan CONFIDENTIAL relationship of UST and MMD rates and establishing an "'efficiency ratio" which may be used when 'determining whether a refunding is optimal at any point in time. The refunding efficiency ratio details how much of the total value of the option can be captured through a refunding in the current market. J.P. Morgan would work with the City to use this model as a way to refine future decisions on whether or not to execute a refunding. • Insurance Breakeven Model. To assess the benefit of bond insurance at the time of pricing, J.P. Morgan utilizes an insurance breakeven model to determine the value of credit enhancement on a maturity -by -maturity basis given the cost quoted by insurance providers and the pricing value in the market. This approach ensures that insurance is purchased only in connection with those segments of the yield which provide the greatest benefit to our issuers. • Market Updates and Access to Proprietary Research Platforms. J.P. Morgan provides a weekly market update publication to its municipal issuer clients, updating current market benchmark yields and providing summaries of J.P. Morgan economists' rate forecasts, in addition to outlining the drivers of market movements and future implications. Additionally, MorganMarkets, our proprietary, award winning, web -based research portal, gives the City access to J.P. Morgan research in taxable and tax exempt capital markets. • CORE. CORE (Composite Observable Reported Executions) is a municipal bond yield curve comprised of observable and reported retail and institutional market trade information through EMMA. It is part of an ongoing effort to better understand municipal market dynamics and analyze objective trade data. CORE is compiled using a simple average yield to worst of fixed rate, non-AMT, tax-exempt, coupon bearing bond trades as reported by the MSRB. CORE weighs each reported trade equally (regardless of size) as an independent buy or sell "decision" in an effort to better reflect market behavior beyond that of traditional institutional investors. CORE reflects approximately 7 million trades per year). More active analysis of trade data, particularly with regard to retail, may reveal more about how the market functions and potential effective new issuance strategies. • Top -Tier Research Department. Our fixed -income research group was voted No. 1 in Institutional Investor magazine's poll of U.S. money managers, who awarded JPMorgan Chase a record 55 rankings. Our top -tier Research Department offers a weekly report and commentary on the municipal market available to all J.P. Morgan clients. We also provide client access to MorganMarkets, our research website, which provides all our reports, trading strategies and real-time market data. Our Municipal Research Department is led by Peter DeGroot, Managing Director, an award -winning municipal research analyst. Address: 1450 Brickell Ave, 33rd Floor, Miami FL 33131 Telephone: (305) 579-9482 10 J.P.Morgan CONFIDENTIAL 6. Qualification and Experience of Personnel a) Provide resumes of each public finance professional that will be assigned to the Engagement. Describe the role of each in, and level of commitment to, the Engagement as well as their experience with municipal clients (limit to one page per professional); Core investment Bankin i earn T.J. Whitehouse, Executive Director • Role: Senior Oversight and Day to Day Contact ® Resume: Mr. Whitehouse relocated in October 2011 to join J.P. Morgan's Florida team, transferring from Chicago where he had focused for 12 years on municipalities throughout the Midwest. During his combined tenure at UBS (9 years) and J.P. Morgan (7 years), he has participated in over 250 senior managed financings totaling over $10 billion since entering the industry in 1999. Mr. Whitehouse has led transactions for Florida issuers such as Miami -Dade County, Miami -Dade County Schools, City of Miami Beach, City of Pembroke Pines, St. Lucie County Schools, Palm Beach County, Palm Beach Schools, Broward County (its Airport credit), Sunshine State Governmental Financing Commission, and the City of Cape Coral. He has extensive experience on senior managed transactions for clients throughout the Midwest, primarily those located in Michigan, Kentucky, Illinois, and Tennessee. He served as lead banker on two Bond Buyer "Deal of the Year" regional winners: the Kentucky Asset/Liability Commission's 2010 Funding Notes and Karegnondi Water Authority's (MI) 2014 Revenue Bonds. Gary Mariano Garay, Vice President • Role: Day to Day Contact • Resume: Mr. Garay works in J.P. Morgan's Miami office, where he provides quantitative and general investment banking services to issuers across the State of Florida. Mr. Garay's recent experience includes The School District of St. Lucie County 2015 Sales Tax Bond Refunding, the City of Miami Beach 2015 Parking Revenue Bond transaction, Palm Beach County's January 2013 Water & Sewer revenue bond refunding, Broward County's October 2013 Airport System Revenue Bonds, and the Sunshine State Governmental Financing Commission's (Miami -Dade County Program) December 2013 and February 2014 Multimodal Revenue Bonds Series 2010A-1, 2010B-1, 2011B-1 and 2011C-1. Prior to joining the firm's Miami Office in September 2012, Mr. Garay helped lead transactions for a vast array of issuers in New England with specific expertise in structuring and marketing Utility, General Obligation, Sales Tax, Water Revenue, State Revolving Fund, Transportation Revenue, Aviation, and Housing credits. In December 2010, Mr. Garay helped lead the Commonwealth of Massachusetts's Commonwealth Transportation Fund $576.1 million financing which won the 2011 Bond Buyer Deal of the Year Award. During his 10 years in public finance Mr. Garay has participated in senior managed transactions totaling approximately $14 billion in par. Ben Herbst, Associate ▪ Role: Quantitative and Transactional Support • Resume: Mr. Herbst has four years of experience in municipal finance. He has provided transactional and analytical support to municipal issuers in Florida, Georgia, South Carolina, North Carolina, Michigan, Puerto Rico, Connecticut and Virginia. Mr. Herbst has helped to senior manage over $4 billion of tax-exempt and taxable financings, including over $600 million for Miami -Dade County as well as financings for Miami -Dade County Schools, the City of Miami Beach, Osceola County, Palm Beach County Schools, and St. Lucie County Schools. Mr. Herbst graduated from Colby College in 2008, and previously served as a Teach for America Corps Member in Brooklyn, New York. Amy Xu, Analyst • Role: Quantitative and Transactional Support ■ Ms. Xu joined the Public Finance Southeast Banking team in June 2015 as an Analyst and has helped provide transactional and analytical support to municipal issuers in Florida, North Carolina, Virginia, and Mississippi. Prior to joining full-time, Ms. Xu has interned in various roles in J.P. Morgan, including with the Credit Origination team in Public Finance, as well as within Asset Management and Risk Management. Ms. Xu graduated with honors from New York University's Leonard N. Stern School of Business in May 2015 with a Bachelors of Science in Finance and Accounting and a minor in Studio Art. Ms. Xu holds the Series 79, 52, and 63 licenses. Address: 1450 Brickell Ave, 33rd Floor, Miami FL 33131 Telephone: (305) 579-9482 11 J P.Morgan CONFIDENTIAL Credit Strategies Bob Muller, Managing Director • Role: Develop Comprehensive Credit Strategy • Resume: Mr. Muller has been employed in the municipal finance industry for forty years. In his current role, Mr. Muller provides credit advice to institutional investor clients and works actively with governments, nonprofit entities, and private transportation companies to support their bond financings. Before assuming his present role, Mr. Muller was a highly ranked research analyst. In various surveys of municipal investors conducted by Institutional Investor magazine, Mr. Muller was ranked an "All -American Analyst" eleven times in various categories, including six first -place awards as a transportation sector analyst. He also has been a recipient of the Lifetime Achievement Award from Smith's Research and Ratings Review and the NFMA's Award of Excellence. He has spoken widely before both investor and issuer groups including the GFOA, U.S. Conference of Mayors, the Airports Council International, the International Bridge, Turnpike and Tunnel Association, the Transportation Research Board, The Child Hospital Association, and the Municipal Bond Buyers Conference. As chairman of the research committee of the Public Securities Association, Mr. Muller acted as general editor for the first major revision of the text of Fundamentals of Municipal Bonds. Mr. Muller also recently contributed chapters to the Handbook of Municipal Bonds on analyzing toll road bonds and public private partnerships. He is a past president and current member of the Society of Municipal Analysts. Prior to joining J.P. Morgan in 1981, he worked for Standard & Poor's Corporation and E,F. Hutton & Co. Mr. Muller graduated from Trinity College and earned a Master's in Public Administration in Urban Public Policy Studies from New York University. .-4 Robert Servas; Managing Director and Head of Long -Term Underwriting Role: Oversee underwriting of the City's bonds • Resume: Mr. Servas is the head of Public Finance's Long Term Syndicate desk, He joined J.P. Morgan through the Bank One merger, where he was the head of the municipal syndicate desk. He has a broad range of experience in negotiated and competitive issues in various sectors of the municipal market and across many issuers in Florida, including the Citizens Property Insurance Corporation, the Florida Hurricane Catastrophe Fund, JEA (the Jacksonville Electric Authority), Miami -Dade International Airport, as well as conversions for the Sunshine State Governmental Financing Commission. Mr. Servas began his career in 1988 on Lehman Brothers' Municipal Bond Syndicate Desk in Los Angeles. He managed the national municipal underwriting effort at Everen Securities in Chicago and at Legg Mason Wood Walker. Mr. Servas holds a B.A. from California State University -Fullerton in Business Administration and Finance. Angelia Schmidt, Managing Director • Role: Oversee underwriting of the City's bonds Resume: Ms. Schmidt joined J.P. Morgan in 1998 and is currently a senior underwriter in the Public Finance Syndicate group, having served in a syndicate role for over 12 years. She has led the J.P. Morgan senior management of numerous offerings for Florida municipal clients, including but not limited to, the City of Miami Beach's Parking Revenue Bonds, Series 2015, Miami- Dade County's Solid Waste Revenue Refunding Bonds, Series 2015 and its Transit System Sales Surtax Revenue Bonds, Series 2012, Osceola County's Senior Lien Poinciana Parkway Project Revenue Bonds Series 2014A, B-1, and B-2, Orange County Public Schools Series 2014A and Series 2013A Certificates of Participation, and Broward County's Airport System Revenue Refunding Bonds Series 2013ABC and Series 20090. Ms. Schmidt has also led financings for Tampa General Hospital and the Orlando -Orange County Expressway Authority. Previously, Ms. Schmidt held various distribution roles, including overseeing the placement of taxable credit products to both U.S. and international investors. Ms. Schmidt earned a B.S. from. Cornell University's School of Engineering and a M.B.A. from Columbia University. • Both Mr. Servas and Ms. Schmidt will aid the team and the City in underwriting any transactions during our senior service in your pool Credit Analysis and Investor Marketing Marshall Kitain, Executive Director • Role: Coordinate marketing strategy for the City's bonds • Resume: Mr. Kitain has been with J.P. Morgan for nine years working in Firm's Public Finance Group. In his role in the Municipal Credit Analysis and Investor Marketing team, Marshall leads new issue and secondary marketing efforts for the transportation sector. He also provides insight into credit issues for municipal government issuers as well as other tax-exempt sectors. Mr. Kitain's efforts in supporting Sales and Trading on secondary marketing trading allows him to stay in close contact with investor Address: 1450 Brickell Ave, 33rd Floor, Miami FL 33131 Telephone: (305) 579-9482 12 J P.Morgan CONFIDENTIAL analysts to better understand the key credit issues they are most focused on, In 2012, he led the marketing efforts for the Project Finance Magazine "North American Water Deal of the Year" for the Carlsbad Desalination Project and the Bond Buyer Southeast Regional Deal of the Year for the Broward County Aviation Department, as well as the recent Osceola County Expressway System Senior Lien Revenue Bonds transaction. Mr. Kitain graduated with highest honors from the University of Pennsylvania with a B.A. in Economics and Political Science and holds a M.B.A. from the Stern School of Business at New York University. Frances Pak, Vice President • Role: Coordinate marketing strategy for the City's bonds • Resume: Ms, Pak is part of the Credit Analysis and Investor Marketing team and one of her roles is to support the Tax -Exempt Sales and Trading Group. Ms. Pak works closely with the traders to support our secondary market activity and is also involved in the marketing of new issues. Ms. Pak leads investor marketing efforts for Southeast issuers, including Florida. Recently, Ms. Pak led the J.P. Morgan investor marketing and credit briefings for Osceola County's $75 million Tourist Development Tax Refunding and Improvement Bonds, Series 2012 and $12 million Tourist Development Tax (5th Cent) Revenue Bonds, Series 2012, Citizen's Property Insurance Corporation's $1.5 billion Series 2012A and Reedy Creek Improvement District's $385 million Ad Valorem Tax Bonds, Series 2013AB (J,P. Morgan served as co -senior manager). Additionally, Ms. Pak has recently worked on Miami -Dade County Transit Sales Surtax Bonds and Palm Beach County Water & Sewer Revenue Bonds transactions. In addition, she performs credit reviews for all competitive issues in the Southeast and works with sales and trading on marketing general municipals throughout the Southeast. Prior to joining J.P. Morgan, Ms. Pak was an investment banker at Bear Stearns focusing on healthcare clients in the not -for -profit sector. Ms. Pak has a Master of Public Health and a Master of Business Administration from Columbia University and a Bachelor of Arts from New York University. b) For the Proposer and for each employee of the Proposer listed above (Le. the primary account executive and public finance professionals assigned to the Engagement), a brief explanation of: (i) litigation pending or past judgments entered against the individual or his or her Proposer, because of an act or omission of such individual in a professional liability action, if any; and (it) regulatory or criminal actions, proceedings or investigations to which the individual or the Proposer has been subject over the last three years, whether or not the same has resulted in charges, convictions, suspensions or debarments (no page limit); To the best of our knowledge, no member of the deal team who would be assigned to work on this proposed Engagement has been subject to any litigation, regulatory or criminal actions, proceedings or investigations over the last three years. JPMorgan Chase & Co. and/or its subsidiaries (collectively, the "Firm") are defendants or putative defendants in numerous legal proceedings, including private civil litigations and regulatory/government investigations. The litigations range from individual actions involving a single plaintiff to class action lawsuits with potentially millions of class members. Investigations involve both formal and informal proceedings, by both governmental agencies and self -regulatory organizations. These legal proceedings are at varying stages of adjudication, arbitration or investigation, and involve each of the Firm's lines of business and geographies and a wide variety of claims (including common law tort and contract claims and statutory antitrust, securities and consumer protection claims), some of which present novel legal theories. Based on current knowledge, the Firm believes it has asserted meritorious defenses to the claims asserted against it in its currently outstanding legal proceedings, intends to defend itself vigorously in all such matters and does not believe that any pending legal proceeding would have a material effect on the Firm's performance of the services contemplated by the RFP. For further discussion, please refer to JPMorgan Chase & Co.'s publicly -filed disclosures, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the U.S. Securities and Exchange Commission (available at: htto:i/investor.shareholder,com/ipmorganchase/sec.cfm). Reference is also made to a press release issued on May 20, 2015 concerning settlements related to foreign exchange activities (available at http://investor.shareholder,com/ipmorcianchase/releasedetail.cfm?ReleaselD=914105). Address: 1450 Brickell Ave, 33rd Floor, Miami FL 33131 Telephone: (305) 579-9482 13 J P.Morgan CONFIDENTIAL c) Documentation of the Proposer's participation in the City's recent negotiated sale or the negotiated sales of other municipalities in the State of Florida; and School Board of Miami -Dade County, Co ificates of Participation, Series 2016AB On April 28, 2015, J.P. Morgan led the School Board of Miami -Dade County's $122,42 million Certificates of Participation, Series 2016AB. Proceeds from the transaction were used to refund, on a current and forward basis, the Series 2011A Certificates maturing on May 1, 2032 and the Series 2012A certificates maturing on August 1, 2021 and 2027. In light of historically low rates the Board sought to refund outstanding term rate certificates in advance of their 2016 call date. J.P. Morgan worked with the Board to develop a plan of finance that locked in potential savings (despite the refunded bonds being non advance refundable), selling the Bonds with a 9 month forward delivery. Leading up to the sale, municipal bond funds showed strong inflows of $535 million, the MMD curve steepened, and 5 year to 7 year municipals were priced low relative to similar structure Corporate Bonds. In general the municipal bonds performed in line with treasuries, with both the UST and MMD curve steepening slightly. The transaction was well received in the market and will close in February 2016. City of Miami Beach, Parking Revenue Bonds, Series 2015 On November 19, 2015, J.P. Morgan led the City of Miami Beach's $58.8 million Parking Revenue Bonds, Series 2015. Proceeds from the transaction were used to finance a portion of the costs of acquiring and constructing a new parking facility and improvements to a surface parking lot to service the City's Convention Center. The uninsured Series 2015 bonds were rated A2IA+ by Moody's and S&P respectively, and the insured bonds were rated AA by S&P. Leading up to the sale, municipal bond funds showed inflows of $387 million and municipals exhibited mixed performance when compared to Treasuries. On the day of pricing, investors signaled a preference for insurance, resulting in the City's issuance of approximately $31.2 million of insured par. The transaction was well received in the market and will close on December 15, 2015. Miami Dade County, Solid Waste Revenue Refunding Bonds, Series 2015 MIAMI•CADE COUNTY In December 2015, J.P. Morgan led the Miami -Dade County's $83.8 million Solid Waste Revenue Refunding Bonds, Series 2015. Proceeds from the transaction were used to refund, on a current basis, all of the outstanding solid waste system revenue bonds, which included Series 1998, 2001, and 2005 Revenue Bonds. The Series 2015 bonds were rated AA- and A+ by S&P and Fitch, respectively, and are backed by net operating revenues of the Solid Waste Management System. The transaction was structured as 15 years of serial bonds, with a ten year par call in 2025 and closed on December 17, 2015. d) Provide no less than a list of three (3) references within the past five (5) years for whom similar services were performed. Include the term of the contract, the compensation structures, and include the address, phone number(s) and contact persons within the organization. Client Name and Address Direct Contact Description of Contract MIAMI•DADE111 COUNTY Miami -Dade County 111 N.W. 1st Street Suite 2550 Miami, FL 33128 Frank Hinton Director of Bond Administration (305) 375-5147 J.P. Morgan most recently served as senior manager on the County's $83 million Solid Waste System refunding in December 2015, as well as the conversion of $183 million of outstanding revenue bonds issued through the Sunshine State Governmental Financing Commission in late 2012 and early 2013, and previously senior managed $540 million of Transit System Sales Surtax Revenue Bonds in July 2012. Compensation for all engagements was determined by a per bond takedown. Address: 1450 Brlckell Ave, 33rd Floor, Miami FL 33131 Telephone: (305) 579-9482 14 J P. Morgan CONFIDENTIAL ivr.61UUanls o wprlp School District of Miami - Dade 1450 NE 2nd Avenue Miami, FL 33132 Leo Fernandez Treasurer, Office of Treasury Management (305) 995-1633 J.P. Morgan served as senior manager for the Board's Certificates of Participation Series 2016AB ($122 million), Certificates of Participation Series 2014D ($276 million), Certificates of Participation Series 2012A, 2012B-1, 2012B- 2 ($179 million). Additionally, J.P. Morgan served as co- manager on the Board's Certificates of Participation, Series 2010A ($124 million) and Certificates of Participation, Series 2009A ($310 million). Compensation for all engagements was determined by a per bond takedown. City of Miami Beach 1700 Convention Center Drive Miami, FL 33139 John Woodruff Interim Chief Financial Officer, Office of Budget & Performance Improvement (305) 673-7510 J.P. Morgan most recently served as senior manager for the City's issuance of $58.8 million of Parking Revenue bonds in November 2015. Previously, J.P. Morgan also served as senior manager for $52.1 million of Stormwater Revenue Bonds, $26.6 million of Stormwater Revenue Refunding Bonds, and $54.3 million of Water and Sewer Revenue Bonds. Additionally, J,P. Morgan served as co- manager for the City's issuance of $99.59 million of Stormwater Revenue Bonds in July 2015 and $53.0 million of Special Obligation Bonds in August 2005. Compensation for all engagements was determined by a per bond takedown. e) Relevant experience of the firm and the individuals assigned to the issuer, and the identification and experience of the individual in charge of the day-to-day management of the bond sale, including both the investment banker(s) and the underwriter(s). J.P. Morgan's investment banking, underwriting and sales team has extensive Florida experience. Our Miami team is led by T.J. Whitehouse, Executive Director, who is the primary contact for the City and will provide day-to-day investment banking services, as well as coordinate the firm's resources, including investment banking, sales, underwriting, and credit origination. As detailed in Section 6, "Qualification and Experience of Personnel," Mr. Whitehouse has over 16 years of experience in Public Finance. To date, he has participated In over 250 senior managed financings totaling over $10 billion and has led transactions for Florida issuers such as The City of Miami Beach, The City of Pembroke Pines, The School District of St. Lucie County, Palm Beach County, Palm Beach Schools, Miami -Dade County, Miami -Dade Schools, and Broward County (its Airport credit). Mr. Whitehouse will be assisted in his role by Gary Garay, Vice President, who will serve as an additional contact for the City. Ben Herbst, Associate, and Amy Xu, Analyst, will provide day-to-day and quantitative banking support from our New York Office. Complementing our core investment banking team, J,P, Morgan's veteran underwriting, marketing and sales and trading professionals will work closely with the City and its Financial Advisor to ensure that the City's financings receive full attention at the time of pricing. Robert Servas, Managing Director, Head of J.P. Morgan's Syndicate Desk, and Angelia Schmidt, Managing Director, will serve as the senior underwriters from our Long -Term Municipal Syndicate Desk. In addition to our underwriting team, J.P. Morgan's Credit Analysis and Investor Marketing Group, led by Marshall Kitain, Executive Director, will provide valuable investor feedback, marketing strategy and market analysis leading up to and during the pricing of any Miami debt offering. Mr. Kitain and Ms. Fran Pak, Vice President, will work with the City and its Financial Advisor, as well as J.P. Morgan's banking, underwriting and sales teams, to develop an effective marketing plan for the City's bonds, Robert Muller, Managing Director, has over 40 years in municipal credit analysis for issuers all over the country and his expertise will service the City, especially as It pertains to developing a comprehensive rating agency approach. Mr, Kitain and Mr. Muller recently crafted the marketing approach for Osceola County's (FL) inaugural issuance of Expressway System Senior Lien Revenue Bonds, rated BBB- by S&P. f) A description of the firm's bond distribution capabilities including the experience of the individual primarily responsible for underwriting the proposed bonds. The firm's ability to access both retail and institutional investors should be described. We have provided full details on the firm's retail distribution as well as in depth resumes of our senior underwriters in Section 5a "Proposer's Ability to Underwrite Capacity Bond" and Section 6a "Qualifications and Experiences of Personnel", respectively. Below we recapped key highlights regarding the firm's retail distribution and the experiences of the two individuals who will underwrite the City's bonds, Mr. Servas and Ms. Schmidt will oversee the underwriting of the City's bonds, Mr. Serves serves as the head of Public Finance's Long Term Syndicate desk with 27 years of experience. He has a broad range of experience In negotiated and competitive issues in various Address: 1450 Brickell Ave, 33rd Floor, Miami FL 33131 Telephone: (305) 579-9482 15 J P.Morgan CONFIDENTIAL sectors of the municipal market and across many issuers in Florida, including Miami -Dade County, Miami -Dade International Airport, the Citizens Property Insurance Corporation, the Florida Hurricane Catastrophe Fund, JEA (the Jacksonville Electric Authority), as well as conversions for the Sunshine State Governmental Financing Commission. Ms. Schmidt is a senior underwriter with over 12 years of experience. She has led the J.P. Morgan senior management of numerous offerings for Florida municipal clients, including Miami -Dade County, Miami -Dade Public Schools, the City of Miami Beach, Osceola County, Orange County Public Schools, and Broward County's Airport System, Tampa General Hospital and the Orlando -Orange County Expressway Authority. In addition to our experienced underwriters, J.P. Morgan will provide unparalleled retail distribution. J.P. Morgan Securities LLC has entered into negotiated dealer agreements (each, a "Dealer Agreement") with each of Charles Schwab & Co., Inc. and LPL Financial LLC for the retail distribution of certain securities offerings at the original issue prices. Pursuant to each Dealer Agreement (if consented to by the City and applicable to the transaction), each of Charles Schwab & Co., Inc. and LPL Financial LLP will purchase Bonds from J.P. Morgan Securities LLC at the original issue price less a negotiated portion of the selling concession applicable to any Bonds that such firm sells. Through J.P. Morgan Private Banking & Private Wealth Management, Chase Investor Services, Charles Schwab & Co, and LPL Financial LLP, the City has access to over 34,000 retail financial advisors in over 11,900 offices nationally, including over 1,770 advisors in 634 Florida offices. Complementing our firm's retail sales capabilities, our institutional sales force covers the 500 largest buyers of tax-exempt bonds in the country. Address: 1450 Brickell Ave, 33rd Floor, Miami FL 33131 Telephone: (305) 579-9482 16 J P.Morgan CONFIDENTIAL 2 LL 0 U 7. Understanding of the City a) Describe the Proposer's understanding of the City's financial situation, including ideas on how the City should approach its current financing issues, such as bond structures, credit rating strategies and investor marketing strategies (limit to two pages) An open and honest discussion that highlights credit positives, while adequately addressing credit considerations, is the best approach to the City's next publicly offered transaction. Creating on -going investor demand for the City's bond issues requires a tandem effort of real reform along with increased investor outreach. Top credit analysts have seen management turn around stories before (i.e. — San Diego) and are willing to listen to a new management team, but only when there are tangible and long-lasting structural reforms to point to. As such, the City should consider a comprehensive rating agency and marketing approach, culminating in in - person meetings putting new management face-to-face with key investors. The City's financial situation has improved during the past two years. Careful budgeting and expense control has allowed for a rebuilding of reserves which had been depleted during the deep recession. A solid economic rebound (discussed below) points to a continuation of these gains. Though the story of recovery is clearly the most important to deliver, we believe some longer term context is important to provide to the rating agencies. The City met the challenge of a huge employment and real estate decline that rippled through its tax base. The decline was reflected in both AV declines and weak tax collections. Although reserves were depleted, the City did not suffer a cash flow crisis and responded by aggressively reducing spending. It can be argued this event produced by the real estate bust is unlikely to recur again and that, considering the shock it produced, City finances actually held up. The challenge will be to demonstrate that the City can manage the balance of recovering revenues and spending demands. The negative rating outlook no longer seems to make sense in this context and with the rebound now underway. • For the City to effectively communicate its credit story with key investors, it will need to establish a framework for highlighting the City's credit relative strengths such as: • Miami's fundamental credit position is at its strongest point in decades • Significant turnaround in the local economy since downturn in 2008 • Broad employment growth, highlighted by travel and leisure and trade, transportation and utility sectors City is firmly established as a global city for the 21st century and a major business center of the Americas Recovery from the real estate downturn was relatively quick Population growth, assessed valuation growth, increased real estate pricing all point to the success the City is enjoying • Despite these positive trends that are the envy of most metropolitan areas, Miami has been stung with management failures that lead to downgrades, bondholder losses, negative headlines and SEC enforcement actions • Strong governance plan and effective measures for building a solid financial footing, including restoring and maintaining reserve fund balances • Core issues were related to management problems, not underlying fundamental credit problems • Miami has new management in place and is working to ensure the City's fiscal controls match its status as a world class city • Status of ongoing SEC investigations need to be addressed in a transparent manner with the focus of moving forward • Political will to balance unmet funding demands with the ability to remain conservative and maintain fund balances • Dependence of local economy on cyclical business sectors, such as real estate and construction As described below in greater detail, J.P. Morgan's Investor Marketing team is uniquely positioned to tell this story. Dedicated Investor Marketing Team. Unlike any other firm on Wall Street, J,P. Morgan has a team of professionals that are dedicated fulitime to issuer credit strategy and investor relations/marketing. The Credit Analysis and Investor Marketing Group is tasked with engaging both the buy -side and issuing side of the municipal market to provide a unique dimension to our client's credit structuring and investor outreach process that ultimately leads to strong buyer demand. The City's marketing efforts will be led by Marshall Kitain and Fran Pak. The group interacts regularly with institutional investors in sharing credit analysis and through this has developed deep relationships with portfolio managers and their credit analysts. Our ability to have multiple contact points with key investors as well as to successfully educate them on credits sets us apart from our competition when it comes to marketing transactions. ■ Five full-time dedicated analysts demonstrates J.P. Morgan's strong commitment to investor marketing Wall Street Firm Cdnveiitiondll Wal Street vs J.P. Morgan Investor covoraos J.P. Morgan institutional investor Portfolio Mane ger' Trader Credit Analyst Address: 1450 Brickell Ave, 33rd Floor, Miami FL 33131 Telephone: (305) 579-9482 17 Sales Coverage institutional investor Portfolio Manager / Trader Credit Analyst Sales Coverage Investor Marketing & Credit-Analyssis J P.Morgan CONFIDENTIAL rw Our analyst team covers the entire muni market from primary issuance to secondary trading and with specific geographic coverages by analysts ® Deep relationships with buy -side analysts built from years engaging in credit discussions and addressing investor concerns IN Direct knowledge of investor "hot -button" issues and preferences, our analysts are best positioned to lead marketing campaigns ■ Thoughtful investor targeting ahead of every sale What this means for the City: e Better investor access IN Better marketing process with targeted approach to identifying targets, lead by an experienced credit analyst who knows the investors ® More diverse and deeper pool of interested buyers Pre -Deal Marketing Direct outreach to investors via investor conferences, tours, targeted small group meetings and calls have become increasingly popular. Turn out for events has changed over the past year and is driven by several factors including market conditions, familiarity with high grade conferences, greater analyst focus around lower rated credits, and "new" investors in the market. Investor conferences for Chicago and Massachusetts continue to draw crowds. Face -to -Face Visits. As shown in the map in Appendix B, large city and state issuers are now regularly presenting to credit analysts. J.P. Morgan has led a number of theseefforts for issuers across the county. An investor presentation is an opportunity for investors to speak one-on-one with City officials as well as gain first-hand insight into the progress of the City's capital improvement plan. Conference Presentations. Presenting at a major conference is an excellent opportunity to execute non -deal marketing, and gives senior management direct access to investors. Opportunities include New York Monthly MAGNY Meetings or the NY Muni Forum, J.P. Morgan's Transportation/Utility Conference (to the extent the City has transportation/utility needs), NFMA Annual Meeting, and the Municipal Buyers Conference. Site Visit. A site visit is an opportunity for investors to speak one-on-one with City officials as well as gain first-hand insight into the progress of the City's capital improvement plan. A site visit may be beneficial for investors who are not familiar with the City's recent improvements. Rating Agency strategy This transparency with the rating agencies should not be exclusively transaction driven, but instead should be grounded on a relationship approach. In addition, it is important for the City to not just wait until a transaction is forthcoming to get in front of rating analysts, but to continue its ongoing dialogue with persistent and timely information flow. J.P. Morgan will work directly with the City and its financial advisors on the following activities to effectively engage the rating agencies: ® Informal contact with each agency as a prelude to the transaction prior to formal meetings These calls/meetings provide an opportunity to set the ground work for the message to be tailored as part of the formal rating process IN Preparation of presentation and speakers for formal rating meetings ▪ J.P. Morgan would work with the City and its financial advisor to develop a strategy to highlight the many strengths of the City's credit and improving economy (discussed in greater detail above) • Post meeting follow-up with analysts to accentuate positive points, guide rating action and mitigate negative concerns • Review and comment on draft rating reports rea a As described in greater detail above, J.P. Morgan created a team of credit professionals to develop and implement investor outreach strategies and education efforts in response to developments in the financial markets and the post -bond insurance municipal market environment. This unique team of individuals would work with the City and its Financial Advisor to create a detailed Marketing Plan designed to highlight the strengths discussed earlier and build off of the Pre -Deal Marketing efforts in order to get the City's story to investors. Investors are becoming more selective when adding credits to their portfolio, making a tailored approach to Deal Time Marketing essential. In our response to Question 8 we provide a comprehensive framework for a marketing effort, which involves targeting the right investors (including those reached during Pre -Deal Marketing) and delivering the City's story in order to ensure a broad distribution of bonds. Bond Structure Any plan of finance that the City considers for its next capital markets transaction should represent a simplified plan of finance, avoiding complex products that could negatively impact the marketing of the City's bonds. The City could also consider structuring its transaction with a short call (some issuers have recently included provisions as short as 5 years) in order to allow flexibility to refinance debt at a lower cost down the road (assuming the continued upward trend of the City's credit and subsequent rating implications). Address: 1450 Brickell Ave, 33rd Floor, Miami FL 33131 Telephone: (305) 579-9482 18 J P.Morgan CONFIDENTIAL b) Describe the Proposer's understanding of the City's local political, economic, legal and other issues that may affect the proposed financing (limit to two (2) pages). Economic Considerations. The key component of the City's rating agency and investor marketing approach is the rebounding economy, bolstered by stable job growth in key industries and favorable signs in the real estate market, representing a significant turnaround. Since 1990 the local economy has withstood three economic downturns, in the early 1990s, early 2000s, and post-2008 recession, with the most recent having by far the largest impact. Below and on the following pages we discuss the improving economic conditions that are central to the City of Miami's story. Employment. After peaking in December 2007, the City's non- farm payroll declined significantly over the next six years, and did not exceed 2008 levels until fourth , vim quarter 2014. As demonstrated in, 1050 the graph to the right, the year over year change (green line) declined c 1000 rapidly in 2008 and 2009, before g 950 improving in 2010 and showing steady growth over the past five W 900 years. This measure illustrates that a 860 the stunning decline in 2008 was Miami Nonfarm Payroll Since 1990 1150 800 —Ail Employees ('000) —YoY Change (000) far more severe than the previous 1990 disruptions, resulting in dramatic financial constraints on the City. Source: Bureau of Labor Statistics, Miami -Miami Beach -Kendall FL Metropolitan Division Data as of 12/9/2015 Overall, in the last five years, the City has experienced broad based employment growth highlighted by growth in the leisure and hospitality and trade transportation and utility sectors and a rebound in construction. 60 Perhaps more important than the severity of the 2008 loss of jobs and the impressive return to pre- 2008 employment figures is the nature of the sectors where the City is replacing these job losses. While traditionally a driver, construction employment is only modestly up, meaning there is room for further growth in this sector and that the overall recovery is being driven by more stable sectors, including leisure and hospitality, and trade, transportation and utility. The replacement of construction and real estate related jobs leads to greater stability, as these sectors have been less susceptible to severe downturns in the past. 1992 1994 1996 1998 2000 2002 2004 2006 2008 2010 2012 2015 Employment by Sector 300 280 - 260 - 240 - 0 220 - S 200 0 1990 150 140 130 120 110 100 90 80 - 70 1990 1992 —Trade, Transportation & Utilities (000) .—^^YOY Change (%) 1995 1997 2000 2002 2005 Leisure and Hospitality (000) 2007 2010 YoY Change (%) 2012 40 20 1E c 6 (20) 0 (40) (60) >- (80) - 10% -5% 0% -5% 10% 2015 1992 1995 1997 2000 2002 2005 2007 2010 Source: Bureau of Labor Statistics, Miami -Miami Beach -Kendall FL Metropolitan Division 2012 2015 As indicated in the graph above, Data as of 12/9/2015 the leisure and hospitality industry (purple line) has continued to boom as the City's prominence in this sector grows. Also, while Trade, Transportation & Utility (green line) has overall steadily recovered from the early 2000's downturn prior to 2008, the region's key transportation assets —including Port Miami and Miami -Dade International Airport —have led to the tremendous surge in this area of the economy, a very positive indicator. Address: 1450 Brickell Ave, 33rd Floor, Miami FL 33131 Telephone: (305) 579-9482 19 JP.Morgan CONFIDENTIAL Housing. As indicated in the graph to the right, new building permits dropped precipitously in the mid to late 2000s and total permits have yet to return to pre-2007 levels, While Single Family Unit permits (indicated in blue) remain well below previous levels, there has generally been recovery among Multi -Family Permits (indicated in yellow) in the past five years. As such, Multi -Family permits now account for a higher percentage of the total number of permits (as shown in the lower graph), indicating significant demand for multi -family housing (61% of permits in 2014, and 66% of permits 2015 YTD were for multi -family units, as opposed to 49% in 2007 and 36% in 1999). This is a positive sign, as multi -family housing growth is based on hard demand and in light of harsher lender conditions than previously elevated building permit environments. This real estate recovery has been supported by Miami's unique international attractiveness. Betiding Permits from 1999 to 2015 YTD 50,000 45,000 40,000 35,000 30,000 25,000 20,000 15,000 10,000 6,000 100% 50% 80% 70% 60% Political Considerations. In light of signs of a rebounding 40 economy the most important political consideration is how the City 30% leadership will prudently manage revenue growth.. The City must 20% identify those issues that were related to management failures but 10% also provide important context connecting the deep the economic decline to the financial challenges that the City faced. What Source: U.S. Census Bureau end Real Estate Center at Texas A&M University MSA: Mlaml-Fort Lauderdale -West Palm Beach, FL lessons has new management learned about the interrelationship Data as of 12/9/2016. 2016 YTD Includes total building permits through October of the political process, finances and the economy. With improving revenues, the City runs the risk of building in growth into expenditures, especially given the backlog of capital improvement projects accrued during the recent downturn. Understanding the recent cyclical history and how sharply dips in the national economy are felt in South Florida, City management needs to signal to the rating agencies and investors that it is determined to create long-term stability through sound budgeting, conservative forecasting, and by using excess revenues to shore up fund balances. Legal Considerations. As we previously described above, the status of ongoing SEC investigations need to be addressed in a transparent manner by focusing on the implementation of a new management team that is in place and is working to ensure the City's fiscal controls match its status as a world class city moving forward. Investors in the municipal marketplace are aware of ongoing SEC investigations and other regulatory concerns. However, an improving credit story, coupled with solid management and a well -designed investor/rating agency outreach strategy can properly position the credit in order to gain access to public markets. City of San Diego. An example of a municipal government following a comprehensive marketing plan to return to the capital markets after an SEC investigation is the City of San Diego. After being out of the market for a period of about three years after an SEC investigation, the City has since sold several COP and Hotel Occupancy Tax (HOT) deals. The City aggressively used investor marketing through Netroadshows at deal time and investor conferences (including the Bond Buyer's California Public Finance Conference) to inform investors of their progress --- and always made a two pronged argument: 1) the City's continued fiscal progress and 2) the problems of the past related to weak governance were addressed through a series of institutionalized management reforms and an unwavering commitment to transparency. N/single Family Unita NMI 2-4 Family Unite tostaMdti Pamlly Unita *0SP Change (%) Change (%) --My Change (%) Address: 1450 Brickell Ave, 33rd Floor, Miami FL 33131 Telephone: (305) 579-9482 1080 2000 2001 2002 2003 2004 2005 2006 2007 2008 2000 2010 2011 2012 2013 2014 2015 20 J P.Morgan CONFIDENTIAL 8. Description of the approach to providing services requested in the solicitation Provide a synopsis the Proposer's process and procedures, the standards it adheres to, and its general philosophy to the underwriting process. Describe how the Proposer views the roles of the other parties, such as the client, in the process. As one of the leading underwriters of municipal debt nationally, J.P. Morgan offers a comprehensive approach to each engagement, including an in-depth analysis of potential financing considerations and marketing approaches in order to determine the optimal course of action for the client, all governed by a strict adherence to relevant rules and guidelines. On the following pages we provide a high level overview of the multiple tracks of information gathering that go into the underwriting process, beginning at the RFQ response through the time of closing, as well as provide examples of ongoing coverage activities that we typically complete as a member of an underwriting pool. We have divided these activities into three tracks: Financing, Marketing/Rating Approach, and Compliance/Legal in order to illustrate how our approach to each financing encompasses all of these key considerations in order to ensure the highest level of execution. Items in bold indicate that the City would be required to participate. Request for Qualifications Response Financing ■ Senior members of our Underwriting team work with our internal Debt Capital Markets team (a specialty group that acts as a liaison between banking and markets) to research the client's previous public market offerings, and recent trading history, as well as similar data for comparable issuers in order to determine indicative borrowing costs • Our underwriters are in constant communication with the Department's Sales and Trading professionals in order to gain "real time" feedback • To the extent that is necessary, our team weighs the client's myriad of considerations in order to determine an assortment of options for our clients to formulate a plan of finance Marketing / Rating Approach • Our Investor Marketing and Credit Analysis Group reviews any potential response in order to craft a comprehensive marketing strategy based on investor feedback, current market conditions, and the issuer's credit strengths • This approach is carefully choreographed in order to make sure the right story is told using the most powerful and appropriate tools (i.e. investor roadshow, internet presentation, one-on-one sessions, internal teach -ins, etc.) • At the same time, our senior Credit Specialist, Bob Muller, reviews any potential rating agency implications and crafts a strategy in conjunction with the Investor Marketing strategy Compliance/Legal • Prior to responding to any RFP, the request goes through an internal approval process that includes senior banking, underwriting, legal and compliance leaders • As necessary the request is presented to the Public Finance Department's Engagements Committee in order to determine whether or not to respond • Our internal legal, compliance, insurance, and human resources teams review the language of the RFP in order to determine if the Firm complies with all of the requirements of the proposal and flag any language that may require clarification While our approach to each senior managed transaction varies due to the specific needs of each client, market conditions at the time of pricing, and various other considerations, we have provided a high level look at our approach on the following pages. Two Months Prior to Pricing Financing ■ Our Underwriting Desk is engaged as soon as we receive a mandate so that they are aware of the transaction and can offer feedback based on developing market conditions • In addition to our pipeline, our Desk maintains a comprehensive "shadow calendar" in order to gain a broad sense of the building primary calendar • Our banking team is in daily communication with the Client's Financial Advisor in order to determine the plan of Marketing / Rating Approach Compliance/Legal • Our banking team will work with the ■ Client and its Financial Advisor to review and enhance any rating agency materials prior to submission • Bob Muller, with over 30 years of ■ experience as a municipal credit analyst, oversees rating approaches for the banking team and is available for rating agency presentations or site visits • In advance of posting any offering documents and building off of the Address: 1450 Brickell Ave, 33rd Floor, Miami FL 33131 Telephone: (305) 579-9482 J.P. Morgan would engage an experienced local firm to serve as Underwriter's Counsel early on in the transaction Members of the banking team, in consultation with our internal legal department, work with the City, its Financial Advisor, Bond Counsel, Disclosure Counsel, and Underwriters' Counsel to develop a comprehensive disclosure document for the public offering 21 JP. Morgan CONFIDENTIAL finance, including but not limited to: • The correct mix of debt instruments (i.e. fixed rate bonds, floating rate notes, capital appreciation bonds, put bonds, etc.) • Structuring considerations in order to match the Client's budgetary needs • Couponing strategies in order to attract interest in the transaction • Use of credit enhancement Reviewing of any refunding opportunities momentum of the rating agency presentations, J.P. Morgan will work with the financing team do develop a comprehensive marketing strategy • Marketing Kickoff Call • Marketing rehearsal with our banking team and credit specialists, including potential questions M This process includes an in-depth look at the City's previous Continuing Disclosure undertakings In order to 1) determine if any material failures exist, and ii) address these failures well in advance of posting documents • Weekly document review calls to keep the Client informed of the financing team's progress on various documents • Internal information sharing is carefully tracked in order to ensure that no Public side individuals (i.e. sales and trading) have access to material non-public information in advance of the transaction Month Prior to Pricing Financing • Ongoing monitoring of comparable primary issuance, secondary trading of the Client's bonds, and other macroeconomic factors • Market update calls as necessary • Continue to refine plan of finance with the Client's Financial Advisor • Identify any market/timing opportunities that may benefit the Client Marketing / Rating Approach • Recording lnvestor Presentation or participating in a live investor presentation in Miami • J.P. Morgan will request that the Client approve the Firm's Distribution Agreement with Charles Schwab & Co. and LPL Financial, both designed to enhance our retail distribution network • Provide any comments or additional materials to the rating agencies • Post Preliminary Official Statement 2 weeks prior to pricing date • Our Investor Marketing team will solicit feedback at our internal sales meeting at 7:45 am each morning following the posting of the POS • Along with the POS we prepare an internal Sales Point Memo that highlights key credit facts for the sales force • Launch any pre-recorded Investor presentation Compliance/Legal • Due Diligence questions circulated by Underwriter's Counsel in advance of the Due Diligence Call • Due Diligence Call with full financing team and syndicate • Following Due Diligence, the banking team makes a comprehensive presentation to the Firm's Commitments Committee detailing the due diligence process associated with the engagement For this discussion we have assumed a typical pricing schedule, however, the actual call schedule, order periods, and marketing efforts would be coordinated around the availability of City resources and current market conditions. Address: 1450 Brickell Ave, 33rd Floor, Miami FL 33131 Telephone: (305) 579-9482 22 J P.Morgan CONFIDENTIAL Week Prior to Pricing Financing Marketing / Rating Approach • Ongoing monitoring of comparable primary ■ Our Investor Marketing team will issuance, secondary trading of the Client's solicit feedback at our internal sales bonds, and other macroeconomic factors meeting at 7:45 am each morning • Syndicate call prior to pricing in order • to mobilize the sales force • Review potential impact of any • modifications to the plan of finance with the client's financial advisor Site visits or investor tours as necessary One-on-one investor calls facilitated by our Credit Analysis team Compliance/Legal ■ Internal legal team reviews the Bond Purchase Agreement prepared by Underwriter's Counsel Week of Pricing Financing • Our Underwriting Desk solicits price views from the syndicate to develop a consensus scale • The City will have access to market data and details on the financing through J,P. Morgan's Deal Room platform, consolidating pricing, orders & allotments, and transaction documents/wires in one place ■ Market Update Call day prior to pricing • J.P. Morgan provides a comprehensive Pre -Pricing book to the Client and its Financial Advisor Pre -Pricing Call & Pricing Calls • Work with the Financial Advisor to make any adjustments to the structure Marketing / Rating Approach • Our Investor Marketing team will solicit feedback at our internal sales meeting at 7:45 am each morning • One-on-one investor calls facilitated by our Credit Analysis team • Our Investor Marketing team supports sales team by engaging buy -side credit analysts directly Compliance/Legal • Underwriting Desk reviews Orders and Allotments to determine that all Issuer priorities have been honored ■ Execute Bond Purchase Agreement Between Pricing and Closing Financing • Comprehensive Pricing Book that catalogues market conditions, final pricing and marketing efforts • Pre -Closing and Closing Marketing / Rating Approach Compliance/Legal • Legal and Underwriting Desk review any Issue Price Certificates • The banking team (and legal/compliance as necessary) assist in preparing the final Official Statement As a member of a client's ,underwriting pool J.P. Morgan provides comprehensive services in between transactions on an ongoing basis. Ongoing Efforts Financing • Ongoing debt portfolio monitoring, and updates on market developments/opportunities • Weekly Market Update briefing prepared by our Debt Capital Markets group Address: 1450 Brickell Ave, 33rd Floor, Miami FL Telephone: (305) 579-9482 Marketing / Rating Approach ■ Our Investor Marketing group is able to arrange non -deal outreach efforts, including but not limited to: ■ Investor luncheons • Speaking engagements such as 33131 23 Compliance/Legal ■ Our legal and compliance teams host market impact calls for clients following major policy changes by the SEC or MSRB J P. Morgan CONFIDENTIAL circulated on Mondays • MorganMarkets, our proprietary award - winning research portal which gives clients access to. J.P. Morgan research in taxable and tax-exempt capital markets; the DataQuery service allows clients to access historical market data 24 hours a day in a convenient format J.P. Morgan Municipal Investor Conferences, such as the 2012 Florida conference hosted in Palm Beach Above we list our comprehensive approach to a transaction for the City. Below we elaborate on our marketing plan for a transaction for the City. Step I — Craft the Credit Story for the City's Credit While a credit rating is an important factor in an institutional investor's buy/no buy" decision, we have increasingly seen that portfolio mangers and traders are looking to their credit analysts for feedback on the direction of the credit. Each investor conducts its own credit analysis to determine the relative value of a bond it is considering to purchase. These investors are becoming more selective when adding credits to their portfolio — particularly during volatile markets, Step II — Target the Right Investors, Concurrent with crafting the message, we will employ a data driven approach to investor targeting which includes an analysis of both investor buying patterns and bond fund money flows. To uncover these target investors, we will use our proprietary database of more than 120,000 orders, which includes orders for every negotiated and competitive sale we underwrite. As one of the industry's top ranked and most active underwriters, our data provides a real-time snapshot of the prevailing market and its most active buyers for any particular region or sector. Additionally, we use our knowledge of the secondary market to help identify active buyers. This includes tracking fund flow movements into different investment sectors as well as cash flows into and out of specific funds. J.P. Morgan will identify specific investors to target through the marketing process, focusing on both taxable and tax-exempt buyers. For the City's bond sale, we will actively track and analyze data that identifies buyers who demonstrate the greatest likelihood of purchasing the City's new issuance. NI Existing Holders of the City's bonds — Existing holders of the City's bonds are key target investors as many already received credit approval and potentially have the ability to add to their current holdings. Key targets include Goldman Sachs Asset Management, Oppenheimer Funds, USAA Asset Management Company, Franklin Templeton Investments, and Nuveen Asset Management LLC. • Florida Funds — J.P. Morgan would target firms with Florida specific funds, such as BlackRock, and Franklin Templeton. Given their portfolio objective to invest in Florida municipal bonds, targeting them would be beneficial to the City. b Buyers of Other Comparable Bonds — Current market participants and recent buyers of comparably rated transactions, buyers of Florida paper that have demonstrated interest in the local market, or other structurally comparable credits • Funds Experiencing Inflows — In determining additional investor targets, we would look to market to firms enjoying the largest inflows, as these investors are most likely to have cash to put to work. For the period ending 12/02/2015, municipal bond funds indicated inflows of $365mn, increasing YTD aggregate inflows to $9.4bn. Among the larger fund sub -categories, Intermediate funds indicated $290mn of inflows, High Yield funds took in $122mn in new cash, and Long Term funds received $113mn in net new investment. The top five institutions in terms of positive municipal fund flows presently include Nuveen, Capital Research, Blackrock, State Street and Thornburg, and would therefore be buyer targets. Step III — Deliver the Message The City's proposed financing will be a crucial step in re-establishing Miami's presence in the primary bond market. With such an important financing, ensuring the City an audience with as many key buyers of Florida paper as possible will be essential to driving down the cost of finance. The advantage we offer to the City in this regard is our strong relationships with buy side credit analysts and portfolio managers which we have leveraged on behalf of many of our clients in the past to arrange live one-on-one meetings with some of the largest municipal investors in the market. Communicating a positive credit story is critical to reaching the identified investor targets and ensuring investor follow through at pricing. We suggest the following investor outreach strategy that would achieve these desired results, while managing the City's time and effort: • An early release of the Preliminary Official Statement (two weeks prior to pricing) will kick off the investor marketing process and allow investors to start doing their diligence on the City's credit. Though investors typically only need one week Address: 1450 Brickell Ave, 33rd Floor, Miami FL 33131 Telephone: (305) 579-9482 24 J P.Morgan CONFIDENTIAL between the posting of the POS and pricing, the City should consider an extended period for this issuance to give investors time to do their diligence and get the credit approved. ■ A Live NetRoadshow Presentation will be the best way to reach potential investors and answer their questions. The presentation will consist of a presentation by the City's management, followed by a live Q&A between investors and management. J.P. Morgan will work with the City to develop a brief presentation that will highlight the City's credit strengths and plan of finance, and our Credit Analysis and Investor Marketing Group will offer preparation for this presentation, drawing from a variety of recent presentations and meetings with investors. J.P. Morgan will provide the City and its advisors with recently asked questions and offer in -person facilitation of the call and question and answer period. This live investor presentation will be the cornerstone of the City's investor marketing plan. s One -on -One Investor Follow -Ups will allow investors who are reluctant to ask questions in a group setting to ask the City any questions they may have. We will target investors who participated in the NetRoadshow presentation for follow-up questions and facilitate calls between investors and City staff as needed. • Engaging Directly with Institutional Investors is particularly important given recent negative coverage of the City. J.P. Morgan would ensure that our sales force and the buy -side credit analysts with investors are informed as to the City's credit strengths by initiating both internal "teach -ins" and external out -reach to targeted investors. We would also respond to individual follow-up investor questions on a "one-on-one" basis, particularly those likely to place "anchor" orders. Step IV — Obtain Investor Credit Approval The City should use the live national conference call / NetRoadshow presentation to give investors the opportunity to hear directly from the management team and to present a succinct credit story to the institutional buyer base. J.P. Morgan's Investor Marketing team will work to ensure credit approval for the City's bonds through the following actions: ■ Use industry contacts and knowledge of the investor buyer base to ensure that the right investors are on the live call and dial into the replay • Select high -value add investors to have one-on-one follow-up discussions with the City • Prepare a credit presentation and briefing to our sales force,, so they understand the credit fundamentals when they are talking with the buy -side portfolio managers • Will actively engage buy -side credit analysts in dialogue about the credit and will work to ensure that all analyst questions are answered • Will work with the City and the finance team to prepare an investor presentation that best addresses likely concerns and effectively communicates the credit story Step V — Broadly Distribute Bonds J.P. Morgan offers the City a comprehensive institutional and retail distribution platform that is unmatched by our competitors. As we discuss fully in our response to Question 5a, we have sales people on the ground across the country (including South Florida), focused exclusively on placing bonds in the hands of institutional investors. Our institutional sales force has worked over many years to develop deep relationships with the top money managers in the country and the ultimate purchasers of the City's debt and we plan to fully leverage these relationships on behalf of the City to not only generate "anchor" orders to support the sale but also ensure the City's bonds are broadly distributed. While our distribution strategy is targeted toward bringing a deep and diverse group of institutions into the order book, a strong retail distribution effort cannot be overlooked. We have over 34,000 retail brokers, with over 1,770 retail brokers in Florida alone. Our marketing plan arms these brokers with the needed sales points so they can target appropriate individual investors for the City's offering. To the extent we can place more bonds in the hands of retail and create scarcity value for the remaining bonds among institutions, the City will ultimately benefit by securing a lower borrowing cost as institutions compete for bonds. Please refer to our response to Question 5 for a detailed description of our institutional and retail sales and distribution platform. Address: 1450 Brickell Ave, 33rd Floor, Miami FL 33131 Telephone: (305) 579-9482 25 J P.Morgan CONFIDENTIAL 9. Trade Secrets Execution to Public Records Disclosure All Proposals submitted to the City are subject to public disclosure pursuant to Chapter 119, Florida Statutes. An exception may be made for "trade secrets." If the Proposal contains information that constitutes a "trade secret", all material that qualifies for exemption from Chapter 119 must be submitted in a separate envelope, clearly identified as "TRADE SECRETS EXCEPTION." J.P. Morgan is not marking anything as a trade secret. If J.P. Morgan were to mark a trade secret, J.P. Morgan can agree to indemnify. Address: 1450 Brickell Ave, 33rd Floor, Miami FL 33131 Telephone: (305) 579-9482 26 J P.Morgan CONFIDENTIAL A. J.P. Morgan in the Community J.P. Mor a an's Comnitmi ilit to the ity of Miami and the tate of Florida s Valley Small Business Development Corp. - A longtime supporter of VEDC, JPMC's $1 million grant boosts boost the organization's infrastructure as they expand outreach to small businesses in underserved communities in 8 states. IN Gulf Coast Community Foundation — JPMC's $50,000 grant to the Coaching for Careers program supports the training of participants disadvantaged by chronic unemployment, displacement, or underemployment. s Metropolitan Ministries — A $100,000 JPMC grant expanded the 16-week Culinary Arts Training Program serving unemployed and underemployed individuals, specifically young adults aging out of the foster care system. s Neighborhood Renaissance — JPMC's $80,000 donated to Neighborhood Renaissance provides pre- and post-homebuyer counseling and affordable housing development in the Northwood/Pleasant City areas of Palm Beach County. s Habitat for Humanity Greater Miami — The $100,000 grant to Habitat for Humanity Greater Miami helps to build or rehabilitate homes in Liberty City and economically distressed areas of south Miami Dade County. NI United for Arts - JPMC's $300,000 grant over two years to United Arts of Central Fla. leads the Career Pathways to Creative Sector Jobs collaborative with Orange County Public Schools, Valencia College and Univ. of Central Fla. s Evans Community School — JPMC's $425,000 in grants went to Evans partners, Children's Home Society of Fla., Boys and Girls Clubs, City Year Orlando, Elevate Orlando, Orlando Science Center, Orlando Neighborhood Improvement Corp. and Heart of Fla. United Way. s Central Florida International Trade Office (CFITO) — JPMC's $65,000 grant to the National Entrepreneurship Center to support the continued operations of of CFITO, a regional hub for local business owners. re Second Harvest of Central Florida — JPMC's $150,000 grant supports Second Harvest's Culinary Arts Training and Social Enterprise programs, helping unemployed adults secure and maintain employment in the food industry. Is Hillsborough Education Foundation — A $75,000 grant from JPMorgan Chase helps support career and technical certifications for graduating high school seniors. Address: 1450 Brickell Ave, 33rd Floor, Miami FL 33131 Telephone: (305) 579-9482 Our Presence in Minn is Hispanic Business Initiative Fund of Florida — JPMC's $100,000 grant to Hispanic Business Initiative Fund provides technical assistance, training, and consulting services to Hispanic -owned businesses and entrepreneurs. s Florida Community Loan Fund — JPMC's $200,000 grant to the statewide CDFI supports efforts to improve conditions in urban and rural low-income communities by providing financing to community development focused organizations. s Hispanic Unity of South Florida - JPMC's $100,000 investement in the Center for Working Families supports a framework for families to improve their economic self- sufficiency and quality of life through bundled economic development services. s The Beacon Council — A $250,000 JPMC investment over two years supports the One Community One Goal initiative focused on jobs and workforce development opportunities in high demand sectors. s Tampa YMCA & United Way of Tampa Bay — JPMC's contribution of $200,000 supports workforce readiness programs serving teens and adults in the Sulphur Springs community. s Florida International Univ. — JPMC pledged $600,000 over two years for the continued partnership with FIU and Miami Dade Public Schools to improve learning and college readiness at Miami Northwestern H.S. in Liberty City. Is Rebuilding Together Tampa Bay - JP Morgan Chase made a $270,000 grant to Rebuilding Together Tampa Bay to support neighborhood revitalization efforts within the community of Sulphur Springs. s Human Services Coalition of Dade County — JPMC's $100,000 grant assists SoundOut Savings Club and Financial Promoters Financial Capability Programs increase financial knowledge and access for teens and young adults in Miami. is Urban League of Broward County - JPMC's $90,000 investment in the Center for Working Families assists families achieve positive financial outcomes through education and coaching designed to improve overall financial stability. IN United Arts of Central Florida - JPMC's $300,000 grant over 27 JPMorgan CONFIDENTIAL ■ Hillsborough Community College - JPMC invested $250,000 to help expand HCC's current welding program to create an evening program to provide additional flexibility for students who cannot attend classes during the day. N Florida Community Loan Fund - JPMC made a $200,000 grant to the Florida Community Loan Fund, a statewide Community Development Financial Institution (CDFI), seeking to Improve conditions in urban and rural low-income communities. Growing the Economy • Lending to small businesses — JPMorgan Chase continues to be there in support of small businesses throughout Florida, making a difference locally by extending $800 million in credit through 19,000 loans in 2014. Lending and Investing Locally • Lending to local business - Chase had more than $3.3 billion in Commercial Banking year-end 2014 loans outstanding, helping Florida mid -sized businesses, municipalities, financial institutions, non -profits and real estate companies contribute to their local economy. • Lending to local business - Committed to expanding our local presence; added more than 70 new Florida commercial clients in 2013-2014, including mid -sized businesses, municipalities, financial institutions and non -profits • CRA small business loans — In 2014, JPMC originated 35,962 small business loans totaling $682.4 million, of which 18% were made to businesses located in low- or moderate -income communities. Creating Solutions for Veterans ▪ Veterans Hired - JPMorgan Chase has hired 903 veterans in the state of Florida from January 1, 2011, through January31, 2015. • Homes for Heroes - Through our nonprofit partners, JPMorgan Chase provided 177 mortgage -free homes to veterans and their families in the state of Florida through January 31, 2015. Address: 1450 Brickell Ave, 33rd Floor, Miami FL 33131 Telephone: (305) 579-9482 2 years supports a collaborative of Orange County Public Schools, Valencia College, and University of Central Florida for Career Pathways to Creative Sector Jobs. • Philanthropy — JPMC contributed more than $6.8 million to Florida charities in 2014. • Financing to governments and nonprofits — JPMorgan Chase raised $3.496 billion in financing for local governments and non-profit organizations in Florida in 2014. • CRA mortgage lending — In 2014, JPMC made 18,675 mortgage loans totaling $3.8 billion, of which 21% were made to low- or moderate -income borrowers and 13% were made for homes located in low- or moderate -income communities. • CRA loans and investments — JPMC provided more than $227.3 million in community development loans and investments in 2014. • Customers' choice - JPMorgan Chase is the fourth largest depository bank in Florida with 4.96% deposit share • New Skills at Work — Miami was named in December 2013 as one of the U.S. urban areas in the initial focus of New Skills at Work, JPMC's five-year, $250 million global workforce readiness and demand -driven training initiative. 28 JP.Morgan CONFIDENTIAL B. Materials Supporting Question 7A Over The Past Three Years, J.P. Morgan Has %forked With A Nurfiber Of Issuers On In -Person Investor Outreach Treasurer and Deputy rreasurerhave undertaken annual Investor markeUng tours WASHINGTON Aaf/MHM+ Small group investor cells ahead of each large transact/a CALIFORNIA AaSIAAdA+ Address: 1450 Brickell Ave, 33rd Floor, Miami FL 33131 Telephone: (305) 579-9482 Actively hosting investordays MASSACHUSETTS AaIIAA+IM+ Vines S! "tours Presentations to municipal analyst groups RHODE ISLAND Aa7JAAndt Investor nlerence IUIOELPHIA to+IA• r,'.Annual Investor Conference Commanwealth of VA AaaIAMIAM Held an Investor conference In Ocfober2016 PO AaI/MIM Hosts annual credit conference and regularly meets with investors at organized road shows POERTO fabO Co03lCC/0C 29 JP.Morgan CONFIDENTIAL C. J.P. Morgan's Form G-37 To the best of our knowledge based on extensive ongoing diligence, J.P. Morgan is in full compliance with MSRB Rule G-37. J.P. Morgan has a robust Compliance program, including legal and compliance staff dedicated full-time to coverage of J.P. Morgan's municipal securities activities to promote and monitor compliance with all applicable securities laws, regulations and rules. As required by MSRB rules, J.P. Morgan files a quarterly statement with the MSRB affirming J.P. Morgan's compliance with MSRB Rule G- 37. Please see the following pages for a copy of J.P. Morgan's latest G-37 filing. Address: 1450 Brickell Ave, 33rd Floor, Miami FL 33131 Telephone: (305) 579-9482 30 J.P. Morgan FORM G-37 Name of dealer: J.P. Morgan Securities LLC Report Period: Third Quarter of 2015 State None State None I. CONTRIBUTIONS made to issuer officials (listed by state) Complete name, title (including any city/county/state or other political subdivision) of issuer official III MSRB Contributions by each contributor category (i.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals and non-MFP executive officers). For each contribution, list contribution amount and contributor category (For example, $500 contribution by non-MFP executive officer) If any contribution is the subject of an automatic exemption pursuant to Rule G-37(j), list amount of contribution and date of such automatic exemption. II. PAYMENTS made to political parties of states or political subdivisions (listed by state) Complete name (including any city/county/state or other political subdivision) of political party Payments by each contributor category (i.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals, and non-MFP executive officers). For each payment, list payment amount and contributor category (For example, $500 payment by non-MFP executive officer) FORM G-37 IrmsRB IV. ISSUERS with which dealer has engaged in municipal securities business (listed by state) A. Municipal Securities Business State Complete name of issuer and Type of municipal securities business city/county (negotiated underwriting, agency offering, financial advisor, or remarketing agent) See Attachment B. Ballot -Approved Offerings Full issuer name and full issue description of any primary offering resulting from the bond ballot campaign to which each contributor category (i.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals and non-MFP executive officers) has made a contribution and the reportable date of selection on which the broker, dealer or municipal securities dealer was selected to engage in such municipal securities business. Full Issuer Name None Full Issue Description Reportable Date of Selection FORM G-37 Signature: electronic Name: Heather Grzanka Address: 383 Madison Avenue, New York, NY 10179 Phone: 212-834-8442 Date: Oct 29, 2015 Submit two completed forms quarterly by due date (specified by the MSRB) to: Municipal Securities Rulemaking Board 1900 Duke Street, Suite 600 Alexandria, VA 22314 i[MSRB J.P. Morgan Securities LLC - Public Finance Q3 2015 - G-37 Submission STATE ISSUER NAME TYPE AK Anchorage Convention Center Negotiated Underwriting AR City of Maumelle, Arkansas Negotiated Underwriting AZ Arizona School Facilities Board Negotiated Underwriting AZ Lake Havasu City, Arizona Negotiated Underwriting CA City of Vernon Negotiated Underwriting CA Contra Costa Water District Negotiated Underwriting CA San Diego Unified School District Negotiated Underwriting CA State of California Negotiated Underwriting CA Trustees of the State of California Negotiated Underwriting CO Colorado Housing and Finance Authority Remarketing Agent CT Connecticut Housing Finance Authority Negotiated Underwriting DC Metropolitan Washington Airports Authority Commercial Paper Dealer FL City of Miami Beach Negotiated Underwriting FL City of Tallahassee Negotiated Underwriting FL FSU Financial Assistance Inc Negotiated Underwriting FL Hillsborough County Aviation Authority Negotiated Underwriting FL JEA Electric System Revenue Bonds Negotiated Underwriting FL School District of Hillsborough County, Florida Negotiated Underwriting FL The School Board of Palm Beach County, Florida Negotiated Underwriting GA Municipal Electric Authority of Georgia Plant Negotiated Underwriting IA Iowa Finance Authority Negotiated Underwriting IL Illinois Finance Authority Negotiated Underwriting IN Indiana Finance Authority Negotiated Underwriting IN The Trustees Of Ivy Tech Community College Negotiated Underwriting LA Louisiana Housing Corporation Negotiated Underwriting LA State of Louisiana Negotiated Underwriting MA Massachusetts Development Finance Agency Negotiated Underwriting MA Massachusetts Housing Finance Agency Negotiated Underwriting MD Community Development Administration Negotiated Underwriting MD Local Government Infrastructure Bonds - Maryland Community Development Administration Negotiated Underwriting ME Maine State Housing Authority Negotiated Underwriting MI Michigan Finance Authority Negotiated Underwriting MI Michigan State Housing Development Authority Negotiated Underwriting MI State Building Authority Negotiated Underwriting MI Wayne County Airport Authority Negotiated Underwriting MN Western Minnesota Municipal Power Agency Negotiated Underwriting NC City of Charlotte, North Carolina Negotiated Underwriting NC North Carolina Municipal Power Agency Negotiated Underwriting NE Nebraska Investment Finance Authority Negotiated Underwriting NM City of Rio Rancho New Mexico Negotiated Underwriting NM New Mexico Finance Authority Negotiated Underwriting NM New Mexico Mortgage Finance Negotiated Underwriting NY Dormitory Authority of the State of New York Negotiated Underwriting NY Metropolitan Transportation Authority Negotiated Underwriting NY Monroe County Industrial Development Corporation Negotiated Underwriting NY New York City Transitional Finance Authority Negotiated Underwriting NY New York Convention Center Negotiated Underwriting NY New York State Environmental Facilities Corporation Negotiated Underwriting NY NYHOUSIN New York State Housing Finance Agency Negotiated Underwriting NY State of New York Mortgage Agency Negotiated Underwriting NY The City of New York Negotiated Underwriting J.P. Morgan Securities LLC - Public Finance Q3 2015 - G-37 Submission STATE ISSUER NAME TYPE OR Oregon Health and Science University Negotiated Underwriting OR State of Oregon Negotiated Underwriting OR State of Oregon Housing and Community Services Negotiated Underwriting OR Tri County Metropolitan Transportation District Negotiated Underwriting PA City of Philadelphia Pennsylvania Negotiated Underwriting PA Pennsylvania Economic Development Financing Authority Negotiated Underwriting PA Pennsylvania Housing Agency Negotiated Underwriting. RI Rhode Island Housing and Mortgage Finance Corporation Negotiated Underwriting RI Rhode Island Infrastructure Bank Negotiated Underwriting RI State of Rhode Island and Providence Plantations Negotiated Underwriting SC Piedmont Municipal Power Agency Negotiated Underwriting TN Tennessee Housing Development Agency Negotiated Underwriting TX Austin Independent School District Negotiated Underwriting TX Board Of Regents Of The Dormitory Of North Texas Negotiated Underwriting TX Board of Regents of the University of North Texas, Taxable Negotiated Underwriting TX Board or Regents of the University of Texas System Negotiated Underwriting TX City of Austin Texas Negotiated Underwriting TX City of Houston Commercial Paper Dealer TX City Of Laredo, Texas Negotiated Underwriting TX City of San Antonio Texas Negotiated Underwriting TX Cypress Fairbanks Negotiated Underwriting TX Denton Independent School District Negotiated Underwriting TX DICKINSON INDEPENDENT SCHOOL DISTRICT Remarketing Agent TX Harris County Cultural Education Facilities Finance Corporation Negotiated Underwriting TX Harris County Texas Negotiated Underwriting TX Hidalgo County, Texas Negotiated Underwriting TX Lower Colorado River Authority Negotiated Underwriting TX Port Freeport Negotiated Underwriting TX State of Texas Remarketing Agent TX Tarrant County, Texas Negotiated Underwriting TX Tarrant County Cultural Education Facilities Finance Corporation Remarketing Agent TX Texas Transportation Commission, State of Texas Negotiated Underwriting TX United Independent School District Negotiated Underwriting VA Rappahannock Regional Jail Authority Negotiated Underwriting WA Central Puget Sound Regional Transit Authority Negotiated Underwriting WA Energy Northwest Project 1 Electric Negotiated Underwriting WA Port of Seattle Negotiated Underwriting WA State of Washington Various. Purpose General Obligation Bonds Negotiated Underwriting WA The Central Puget Sound Regional Transit Authority Sales Tax Improvement and Refunding Negotiated Underwriting WV West Virginia Economic Development Authority Negotiated Underwriting CONFIDENTIAL D. Indemnification and Insurance We note that the "Terms and Conditions" and the "Sample Professional Services Agreement" contained in the RFQ appear to relate to the City's more traditional procurement process rather than to the provision of underwriting services. We assume that if selected by the City we would enter into a standard Bond Purchase Agreement with the City, which would not contain the terms set forth in the Terms and Conditions and the Sample Professional Services Agreement. In particular, we note that the provisions under the heading "1.42 INDEMNIFICATION" and2.11 "INSURANCE REQUIREMENTS" of the Terms and Conditions, and "11. INDEMNIFICATION" of the Sample Professional Services Agreement would not be included in a standard Bond Purchase Agreement and that we would not be able to agree to them. If you have any questions about this, we would be happy to discuss it with you further. Address: 1450 Brickell Ave, 33rd Floor, Miami FL 33131 Telephone: (305) 579-9482 37 JPMorgan CONFIDENTIAL E. Redbook Listings Please see the table below for a summary of our listings in the Redbook as well as the corresponding scanned pages: Period Page Number Fall 2012 m Miami Office: 57 ▪ New York Office: 163-165 Spring 2013 m Miami Office: 54 m New York Office: 160-161 Spring 2014 * Miami Office: 53 m New York Office: 150-152 Fall 2015 * Miami Office: 51 m New York Office: 153-154 Address: 1450 Brickell Ave, 33rd Floor, Miami FL 33131 Telephone: (306) 579-9482 38 J P.Morgan S & UNDERWRITERS JacksonvillE iTAL MARKETS cont. 'AL FINANCE OFFICES: 3enix Angeles, San Francisco nver afford cksonvllie, St. Petersburg manors, Baltimore 3ston inneapolis' lorham.Park, Parsippany JbuQueique Rimy, New York ;ieveland, Columbus 'ornland ancaster, Philadelphia, icsanton ,^,hadeston Brentwood Antonio Dallas, Houston, San • Jupiter WOLFE & HURST BOND BROKERS, INC. Member FINRA SIPC MSRB 1016 Clemons St. Ste. 201 Jupiter, FL •33477 Tel: 561 743-2422 Fax: to E` ffeew bt mm www wolfehurstbbi.com DTC: 2315 NSCC: 6998 Alpha: WOHU Tax ID:22-2293162 Main Office: Jersey City, NJ Madison Jones, VP Joseph Barnes, SVP, 305 200-3132 Fax:.786-313.3359 jbames+ brv-itc.corn • Miami BLAYLOCK ROBERT VAN, LLC Issue Specialization: Education, Electric Power, Environmental Facilities, General PurposeHealth Pub Housing, Industrial a lic Facilities. Transportation, Utilities Member. FiNRA 4400 Biscayne Blvd. Ste.770Miami, FL 33137 Fmc 5-6992 Email: managgeementably-itacom www.biv-11c.eom DTC: 0443 NSCC: 0443 Alpha: BRVL Tax ID: 20-8718270 ESTRADA HiNOJOSA & COMPANY, INC. issue ion: Education, Electric Power, Environmental Facilities, General purpose, Health Housing, Industc aial Dev, P Facilities, TranSpotion Utilities Member. F NRR S1PC 2937 SW Ste. 2008 Miami, FL 33131 it Tel: 305-507-0100 0 FaEnI etvnuni con wwyv esVadahinolosa.com DTC: 309 NSCC: 0309 Alpha: ESTR Tax ID: 75-2154287 Clear Thru: Fast South Company Main Office: Dallas, 214-658-1670 Lourdes Reyes Abadin;. abayneehmunicom t. 2012 - Miami Office �?S 1atization: Education, Electric Power, -ronmentai Facilities, aeral Purpose, Health Care, pomp, industrial Dev, Public 'es,,Transportation, IA FINRA Ave-, Ste. 934 curitiees.com 3, ug. 89-6699 es.com ES Power, Tlties, 3ealth Care, Dev,, Public RICE FINANCIAL PRODUCTS COMPANY Formerly: Apex Piyor Securities issue Specialization: Education, Electric Power, Environmental Fealties, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Uiiroes Member FINRA SIPC 801 Brickell Ave. Miami, FL 33131 Tel: 305-3349.33944 Fax: 305-349-3945 Emar1 kevin.schuyier@ icefin.com www.ricefinanciaiproducts.com DTC: 0443 NSCC: 0443 Alpha: APEX Tax ID: 76.0238412 Experience: Underwriter Main Office: New York, NY Kevin M. Schuyler SIEBERT BRANDFORD SHANK & CO., LLC Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care. Housing, Industrial Dev, Public Facilities, Transportation, Utlllties Member. SIFMA FINRA SIPC 801 Brlckeil Ave., Ste. 900 Miami, FL 33131 Tel: 305-350-5642 Fax: 305-372-0189 www.sbsca.com DTC: 0226 NSCC: 0226 Alpha: SBSC Tax 113: 13-3932653 Clear Thru: National Financial Services LLC PUBLIC FINANCE Napoleon Brandford, Ill, Chair nb sbsco.com Suzanne Shank, Pres & CEO sshank..sbsco.com Sean Werdlow, Mng Dir swe;d1owesbsco.com Jonathan Kim, Mng Dir jkim@sbscocom Sarah Snyder, VP ssr>yderesbscp con SECURITIES Group Company • DEALERS & UNDERWRITERS FLORIDA North Palen Beach North Palm Beach CM Formerly: Citigroup Corporate and investment Banking Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member. SIFMA FINRA SIPC 11780 US Hwy. One Ste. 201 North Tower North Palm Beach, FL 33408 Tel: 561-694-7084 Tel: 800-439-1600 Fax: 561-694-7086 www.citi.com Tax ID: 13-1912900 Experience: Underwriter Main Office: New York, NY PUBLIC FiNANCE 201 North Tower Tel: 561-694-7084 Tel: 800-439-1600 Fax: 561-694-7086 Michael G. Hole, Mng Dir michael-g hotewclti-com Raymond A. Noga, Mng Dir rays imisia.nogaeci timom ATLANTA HEADQUARTERS 100 AUBURN AVENUE ATLANTA, GA 30303 4045225766 MFAMI • NEW YORK • OAKLAND • STAMFORD ERS t Ion r•�e DRGAN SEctfililleS LLC cunt ?'FIT TERM SALES alien O'Loughlin, Mng Dir, lead of Sales, 212- 7027 ephenoloughlineornorgan.corn. in Bartolomeo, Exec 312-834-7031 )h bailor@Pmorgan.om inlyr Mask°, VP. 212 , 7031 idsay Moniban VP 21227031 8y a Ben i om urora Salvador/a,VP, aurpraympn.com Socdo,, Assoc, m- r 703t erin Eric Alimatl,'Mf1g"*, 212 2705950 �m srica3lmarralizor . - James COSteli'o, Mog 212-270=1110 iamase r ssaloePtno M ,coin w • aydert, Wing 2122 6'. wii6arrihay nApmoigan.coin Kent HA bng Dir kept ewitiPmen.com Diana Hoadle}, Wing Dir, 212 270-7401 dianahoadleyelpinorgari.com Richard Ails, Exec Dir, 212 270-1838 richanon.aksaipin Q -ox Eugenio Alarcon,: 212-270-1502 eugenio-alarcenelpmor'g coin Suzanne Beta[, EXec Dir,. 212 270-61354 suzannebbeke1ill7prear9an coin 3HORT TERM TRADING Kyle Pulling, Mng Dir, Head of Short Term Trading, 212-834-7224 Inile.pultingitIpmorgan.com David E1 pga71$2 custe rnoa 4 Brian Gonor, VP, 212-834- brian.rgoir0 Wm0 corn PeterkIcOarthY, VP, 212-834-7224 peteranccannyainmorgamcom INVESTOR DERIVATIVES Sean Saroyaa VP, 212-834 0 seanbsawllaa om 4983 Alma Sales, Analyst, r a_asalaselpmOr9no'com CREDIT pj ALYS'S & INVESTOR MARKETING Robert Muller, Mng Dir, 2127834-7833 iobertinullengdpincrPromm Ellen Gean, Exec Dir, 212450 aen•g•9ordunelptnor` an-com Lauren D'Amico, VP, 2 270-6140 Larshn k V 834-5673 Marshall mr k VP Frances 212-834 9191 trances.cakelprnorgan.com Talia Zlskrolt, Assoc' 212-834-5169 1aRia.az!sicmdejprnorg?n•orn PUBLIC FINANCE MARKETS' STRATEGY Dir, Peter Deli ° ' n9 peter.degroor@ipmorgan.corn` Karthik Narayen, Assoc, -5051 lostdei$ yaneipmorgan corn Lauren nenbaum,Assoc. 212 &74 elpmorgan.cmn laurene... Michael Britchkow, Exec Dir, 212-272-6915 mkba2Lbritchkoweipmo nan.com Mary DiNtartino, Exec Dir,. 212 270-5475 inary.tcicoin M. Charles Lee, Exec D 212-270-9779 inchatiesteeetpmergamcorn Matthew Levin, Exec Dir, 212 270-1917 mastopher McCCaann Exec Dir, CltriStophe 212 270-2430 min cbiatonherimccann Brian Middlebrook, Exec Dir, 212 272 2535 m brian.middtebrookeiumorgan Crystal Mullins, Exec Dir, 212-270-0696 crystar l,mutrrnsejpmorgan'com Ivan Naguil, Exec Dir, 212-270-1584 LiSe Ro ,Stec ancom Dir, 212 270-6356 iisas rogarsar3pinorgai coin VSMSOTT, Exec Dir, J 21 70 05or . yotrnfi. verisonP3i9anfl'm 21 v l wde 7rre Exec lindasv merretiomorgancom Elizabeth Veasey, Exec Dir, 212-270-6455 efizabetn:c veaseyifiriprnorgan.com Peter Weiss, Exec Dir, 212-272-2297 peter a weisseipnroExeC Dir, Timothy Williams, 212-270-0470 timoleyfealia VP ip212 i.8: corn Edith Alierles, eats kattenas4t'1 r otn t105 Michael Altman, mictraeLLa treneiprno - corn Chris Bergstrom, VP, 212-270-3527 caselasStrnaitiptnorgancorn Brent Chandana, VP, 212 272-8223 164 The Bona Buyer's Municipal Marketplace® Fall 2012 cry -, lamina" Chapman 212-270-5446 chapm.o,a.gcumbles Alan Jaffe, VP, 212 afans.laiEae '""»"•` Vincent .lannettt, vincent.tanneni Annie Lee, VP, 212'. annie.lesPiripr°o....,»., Davt,Thorkelson, 212?�Z0-1117 oavkLvi.thorkeLson Kaumudl Atapattu, 415315-5504 kaumudiatapast kt EIisa Fung, Assoc,,' e5se•mlunge11)moif Crwt±iiqGaail R3 McGe; 212- 5226 Dan 2 Ma 212- Seth Rea 212 276- seth.n:cQa9 Scott Flobin 212 270-7 scan:i• :hi Caleb Stept 212272 cateh b- Gaspar 212279- Paul 212= paoil Ashleig 212 Kirsten 212- kirsten Smri 212 Gla2 2 daira? Kara E ior9a�!•CORI 212-270-0436 nom base.com n.com Cbm man -corn room COM 534 Mn awtvu NY: Albany New York TX Dallas, Houston, San Antonio WA: Seattle KEYBANC CAPITAL MARKETS issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, industrial Dev, Public Facilities, Transportation, Utilities Member. SIFMA FINRA SIPC 575 Fifth Ave. 18th FI. NY-CY-MC-020C New York, NY 10017 Tel: 917-368-2205 Tel: 800-946-9457 Fax 917-368-2211 www.key.com DTC: 0799 NSCC: 0799 Tax ID: 34-1391952 Experience: Underwriter MUNICIPAL FIXED INCOME INSTITUTIONAL TRADING Tel: 917-368-23i3 Brian M. Brennan, Head of Fixed Income MUNICIPAL UNDERWRITING Tet 216-689-0389 Bob Cants INSTITUTIONAL SALES John Dagher Kevin Muldowney Peter McKenna PUBLIC FINANCE David J. Sylvan, Group Head, Mng Dir, 216-689.3299 Fax: 216-689-4219 Qsylvanslrkeybanccm.com Tawana D. Smith, Assoc, 917-368-2393 Fax: 212-424-1341 tawana d smilhekeybancxm.com Greg Ferlel, Analyst, 917-368-2396 Fax 212-424-1841 gfertelekeybancem.com I, Fall 2012 - New York LEBENTHAI. & CO., LLC issue Speciaiizaation: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member SIPC 521 Flea Ave., 15th FL New York, NY 10175 Tel: 212-425-61306 Fax: 212-981-6798 Etta: public financeelobenthaLcom www.lebenthal.com DTC 0443 Tax ID: 26-1099235 Clear Thru: Pershing Alexandra Lebenthal, Pres & CEO, 212-490-1682 Fax: 212-981-6798 alehenthaielebenthataom James A. Lebenthal, Dir of Pub Affairs, 212.490-1915 Fax: 212-981-6798 itebenthalelebenthatcom CAPITAL MARKETS James Sampson, Sr Mng Dir, 212-697-3496 Fax: 212-981-6798 lsampson elebenthaLcom TRADING & UNDERWRITING Duncan Smith, Sr Mng Dir, 212-697-3508 Fax 212-981-6798 dsmehatebenthal.com Jonathan Pataki, Mng Dir, 212-697-3462 Fax: 212-981-6798 ipatakielebenthai.eorn Dwayne Brydie, 212-697-3259 Fax: 212-981-6798 deryde@lebenthal.com INSTITUTIONAL SALES Ned Oldendorp, Mng Dir, 212-697-3589 Fax 212-981-6798 noklendorp4Hebenthatcom Edward Moore, Mng Dir, 212 697-3510 Fax: 212-981-6798 emoore@lebenthal.com Rob Milano, Mng Dir, 212-697-db!'t Fax 212-981-6798 n aannelebenthal.com Constance DuHamel, Mng Dir, 212-697-3542 Fax 212-981-6798 cduhametttlebenthacorn Listing conrinrted arketplacce®O Fall 2012 wwzv_munimarketplace.com 165 MARKETS antic Power, ose, Health Care, 3strial Dev;, Public importation, FINRA )r., Ste. 101 32207 4 50 330 8 offices v York, NY IANCE trig Dir, tram carry ,LANCE OFFICES: es, San Francisco Ile, St Petersburg , Baltimore ills 'ark, Parsippany aue lew York 1, Columbus r, Philadelphia, )n louston, San Antonio • Miami BEAL (M,R.) & COMPANY issue Spesializallon: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member: SIFMA FINRA 801 Brickell Ave. 9th FL Miami, FL 33131 Tel: 305-372-0220 Fax: 305-372-0189 www,rnrbeal.comn DTC: 0443 NSCC: 0443 Tax ID: 13-3452090 Clear Trim: Pershing, LLC Experience: Underwriter INVESTMENT BANKING Bernard B. Beal, CEO, 212 983-3930 x115 bbealemrbeal.com Stanley E. Grayson, Vice Chair COO, 212-983-3930 x116 sgrays0n5mrbeaLcom Valerie R. Lancaster, Mng Dir, Dir of Inv Bnkng vlancasteramrbeai_, Head of W. Bruce Gow, MDir, Tying Head Southeast Region, 04 bgowemrbeal.c0m Aaron Fletcher, VP, 214-295-3388 afleoheramrtieai.com BLAYLOCK ROBERT VAN, LLC Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member: FINRA 1132 N.E. 84th St. Miami, FL 33138 Tel: 305-200-2132 Fax: 786-313 X-t1bry llc.c0m Ernst: managemen www.bnr-lic.com DTC: 0443 NSCC: 0443 Alpha: BRVL Tax ID: 20-8718270 Joseph Barnes, SVP, 305-200-3132 Fax: 786-313-3359 itrarnesabrv-Iic.c om ESTRADA lwatOJOSA COMPANY, , Issue Specialization: Education, Electric Power Environmental Facilities '!I General Purpose, Health Housing, industrial Dev, Facilities, Transportation, utilities Member. FINRA SIPC 2937 SW 27th Ave. Ste_ 200E Miami, FL 33131 Tel: 305-507-0100 Fax: 305-648-1002 Email: abadineehmuni.c0m www.estradahinoiosa.com DTC: 309 NSCC: 0309 Alpha: ESTR Tax ID: 75-2154287 Clear Thar. First Southwest 'j,ii� Company Main Office Dallas, TX 214658-1670 Lourdes Reyes Abadin, EVP'I abadineehmuni.com JPMORGAN SECUR LLC Issue Specialization: Education, Electric Po+ Environmental Fart General Purpose, Hee Housing, industrial Dey Facilities, Transporter° Utilities 1450 Biickell Ave. 33rd FI. Miami, FL 33131 Experience: Underwriter INVESTMENT BANKING ii T.J. Whitehnnns., Exec Dir 305-579-9482 thomasj wNtehouseeja Gary Garay, VP, 305-5797. gary.m.garayaiP an at Spring 2013 - Miami Offi ANCIAL CTS COMPANY Apex Pryor Securities Specialization: ucation, Electric Power, i1-ironmental Facilities, 11' Ul Viral Purpose. Health Care, Industrial Dev, Public titles, Transportation, FINRA SIPC icjiell.Ave. FL.33131 7-741-0722 ,212--908 9299 keairsschuyleritricefin.com �rtceiinanciaiproducts.com '0443 'APEX 76-0238412 nce:. Underwriter . New York, NY Schuyler T BRANDFORD CO., LLC ialization: oration, Electric Power, yirmnmental Facilities, Purpose, Health Care, g, industrial Dev, Public [es; Transportation, A FINRA SIPC Ave., Ste. 900 33131 ye 5942 372-0189 .Gore 132653 N8tionat Financial :C. NANCE Brandford, III, Chair Pres & CEO g Dir .coin Mng Dir hi VP Mng Dir, corn Jr, Mng Dir, TO SALES AND TRADING Tel: 646-775-4860 Fax: 646-576-9681 John Zurlo, Mng Dir and Mgr Sales & Trading jzudo@sbsco.com Donald Beier, Mng Dir dbeieresbsca.com Sean Duffy, Mng Dir sdutiyOsbsco.com John McLean, Mng Dir jmcleana,sbsco.com Tim Muller, Mng Dir tmuller@sbsco.com Nick Seta, Mng Dir nsoteil@sbsco.com Stephen Stem, Mng Dir ssternasbsco.com Tom Corcoran, SVP tcorcoranesbsco.com Tristram Deery, SVP tdeery@sbsca.com Laura Gruen, SVP Igruenaal+.,o.com Christopher Myer, SVP ranyer8sbscocom Joseph Boulukos, VP/Trader jboulukosasbsco.corn Geimser Uyami, VP guyamicsbsco.com Teb 800-334-6800 Fax: 510-645-2275 Robert Baynes, SVP rbaynesasbsco corn Andrew Kearney, SVP akeameyesbsw.com Ted Spencer, SVP tspenceresbseo coin • North Palm Beach CITI Formerly: Citigroup Corporate and Investment Banking Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member. SIFMA FINRA SIPC 11780 US Hwy. One Ste. 201 North Tower North Palm Beach, FL 33408 Tel: 561-694-7084 Tel: 800-439-1600 Fax 561-694-7086 www.citi.com Tax ID: 13-1912900 Experience: Underwriter Main Office: New York, NY PUBLIC FINANCE 201 North Tower Tel: 561-694-7084 Tel: 800-439-1600 Fax: 561-694-7086 Michael G. Hole, Mng Dir DEALERS & UNDERWRITERS FLORIDA Orlando Raymond A. Noga, Mng Dir raymond.a.noga@cittcom • Orlando CITi Formerly: Citigroup Corporate and Investment Banking Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member. SIFMA FINRA SIPC 200 S_ Orange Ave., Ste. 2170 Orlando, FL 32801 Tel: 407-999-7940 Tel 866-747-0850 Fax: 407-999-7959 www.citi.com Tax ID: 13-1912900 Experience: Underwriter Main Office: New York, NY PUBLIC FINANCE Norman Pellegrino, Mng Dir & Mgr, 407-999-7945 nomian.pellegriniCcit.com Michael Baldwin, Dir, 407-999-7941 michaeLh.haldwinsdtt.com Mark Weinberg, Dir, 407-999-7947 maik.weirtbergaca coin Joshua Krivisky, Analyst, 417-999-7946 joshua.krivisky a dttc om FIFTH- THIRD SECURITIES, INC. Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Hearth Care, Housing, Industrial Dev, Public Facilities, Transportation. Utilities Member. SIFMA FINRA SIPC 200 E. Robinson MD MBLEBC Orlando, FL 32801 www.53.corn DTC: 0196 NSCC: 0196 Tax ID: 31-4122170 Experience: Underwriter Main Office: Cincinnati, OH Listing continued k�rhireshew@iPn'iO�n'COm' DEALERS & LINDERWR rd prnorgaaorr Richard Aks, Exec Diir, 212-270-1838 richard rmakseipmorgan'com Eugenio Alarcon, Exec Dir, 212-270-1. mor9arLcorn eugenioatarcon iP Suzanne Bettel, Exec Dir, 2t2.270-6854 suzannebbeitelVilP Oir, om Michael Britchkow, 212-272-6015 miahaetbrtchkoweipmoi9 coin Mary DiMartlno, Exec Dir, 212-270-5475 mary.i•dimartinoggp Dlrn Benjamin Dllaunas 212 270-0693 morgancom beinjamin ndiiounas iP Alan Jaffe, Exec Dir, 212-270-3784 alaas jaHeejpmorgan.com M. Charles. Lee, Exec Dir, 212-270-0TF9 o arr.com mchades teeelpm Matthew Levin, Exec Dir, 212-270-1917 rnatthew.elei mgjprnorgan• com Christopher McCann, Exec Dir, 212-270-2430 n�rnorgan corm christoptierjrnc°an Brian Middlebrook, Exec Dir, 212 272 2335 brtanseiddlebrook@jPmor .coin Crystal Mullins, Exec Dir, 212-270-0696 c tali maims@ipm°rgan.com Ivan Naguft, Exec Dir, 212-270-1584 ivan.Lnaguit8iPmorgari.com Lisa Rogers, Exec Dir, 212-270-6356 r9an min lisn Stevenson,rs@iPmo Exec Dir, John Ste 212-270-0504 tobn tstevensoneipmorgan.com peter Weiss, Exec Dir, 21227222997m ncom petereweiss ip Exec Dir, Timothy Williams, Ex 212-270-0470 timothy:b wiiriamsekamorgan c°m Edith Alfenas, VP, 212 270-3018 edirh.kaltenas@ VP, 2 rr' om -270 11OS Michael Altman, michaeiralimaneipmo ncom Chris Bergstrom, VP, 2i2-270-3527 Chris.e-bergsrromittprrmrganwm Brent Chandaria, VP, 212-272-8223 mo an-rbm hantdiarrda�es, VP, 2Chapman ch p all awr Wileseipmorganmm Vincent Jannetti, VP, 212-272-9775 vincerrtjannetti@ipmorganxr! Annie Lee, VP, 212-272-5 annieiee@tPmor9an coin Nick Moller, VP, 212-270-1n ntehoiasamoiterajpmorga Seth Reagan, VP, 212-270-6818 s n_ yant jpmorgan win Diana Hoadey, t+Ang iYsr,. D NEW YotlC 212 270-7401 NEW PORK dFanahoadteY j JPMORGAN SECURITIES LLC.cont. Lindsay Morahan, VP, 212-834-7031 rmdsay m.mom'hanelpmotgan'Cem Aurora Salvadore, VP, 212-834-7031aummircoin Erin Soccio Assoc-834-7031 erin:m soccroolpmor9an com SHORT TERM TRADING Kyle Pulling, Mng Dir, Head of Short Term Trading, 212-834-7224 ityle puliingeipmor9mrcom David Eimquist, VP,.212-834-7182 daVid.eirnqtliStaipnIOTgaTI.COM Brian GOnOr, VP, 212-834-7224 brmn.r.gonor@lPmorgancom 7224 Peter McCarthy VP, 212-834 peter.mccarihyt1Pmoryan.com INVESTOR D VP, 2 2-6,34-3430 VATIVES Sean Sam'ya• sea Sales, Analyst, Alma Sales, Analyst alma.a:salasejpmorgati coin CREDIT ANALYSIS & INVESTOR MARKETING Robert Muller, Mng Dir, 212-834-7833 robertinuitetaip Dicorn Ellen Gordon. Exec 212-834-2450` euen.ocordon VPg2 2 270 6140 Lauren L}Amico; orgaomm iaitain, VP, 212-834-5673 Marshallha Kitairr, coin mnces lt-W-17 l.2p-2 "4 91-91 Frances Pa eten cern #Fanceskrol--Assgar212 834-5169 Taliaai Zis skim jpmorgancom tatiaa.ZLsk PUBLIC FINANCE MARKETS STRATEGY Dir. Peter DeGroot, Mng 212-834-7293 peter.degrooteiPmorgan- com Karthik Narayan, Assoc, 212-834-305 0� r9an.com karthikanaiaya 1Pmo Lauren Tanenbaum, Assoc, 212-834-5674 Lauren.e_tanenbaumeipmorgancoro INVESTMENT BANKING Eric Altman, Mng Dir, 212 270-5950 errc.aUmanejpmoT9an. Dm James Costello, Mng lames emost orgIPmorgan com Willrarn Hayden, Mng Dir, 212 nha de eti rnorgancom vniti t-tit sh n Dir, Kent Hiieshew, Mng 212-272 2222 uav,rr 212-270-1117 davidw:uwrkalsonur Kaumudi Atapatiu, 415-315-5504 kaumudl-arepattu@jpmo Elise Fung, Assoc, 2/2-2 elisamfung®.. Cristina ea, Assoc, 2 castirra.i.gall@iPraorgart Daniel Miter°, Assoc 212-270-1989 darneLm.mBato4tiPmo Matthew Pecori, Assoc :'k 212-270-0645 Vi 1 mattbew.pecorlit* Frederick Putnam, 212-270-0757 frededok.r-putnamti Scott Robinson, Assoc', 212270-7828 i scotti.robinsoriaj• ,,- Caleb Stephenson; 212-272-0217 calebhstep .' Gaspar Stinflt,212-270-1221 A? 9rs>ar•d.stnlihIti Christy 212 270-717 loanTraa' Paul Burgdorf 212270-065 pauti.burgdotf.�. Ashleigh Carrier° 212-270-0860 ashisigh.n- Ktrsten Chalice, 212 270-1316 tdrsienechatke Smrita Choubey 212-270-0 smrita. Claire Denz, 212270-0529 V ,if daire a dent Kara Eusebio "; 212 270-116, kara b eusabto Jonathan Feat 212-834- Jonathan k , Michael F' 212-2 David Gelt 212 -` davidd Taytar "aye' Benjarni 212-2 hoop Rachel 212' soils Reuben 212-27° reubentt Meredith 2122 Atexand; 212' ea.,.,.s iraal Marketplace® Spring 2013 Analyst, aipinorgari.com Analyst; prnoigan.corn Analyst ipmorgari cam 2t2 272-1534 .coin dnif1 Asst, 0:0om y Adonin Asst jpmorgan.eom atnAst, .coin. n Asst KdmlpmOn n�4ry�i" t 0;. INSTITUTIONAL TRADING Tel: 917-368-2313 Brian M. Brennan, Head of Fixed Income MUNICIPAL UNDERWRITING Tel: 216-689-0389 Bob Centa INSTITUTIONAL SALES John Dagher Kevin Mutdowney Peter McKenna PUBLIC FINANCE David J. Sylvan, Group Head, Mng Dir, 216-689-8299 Fax: 216-689-4219 davidsyivanr0key.com Tawana D. Smith, Assoc, 917-368-2393 Fax: 212-424-1841 tawana.smitt akey_com. Greg Fertel, Analyst, 917-368-2396 Fax: 212-424-1841 gfertelekey.com i.EBENTHAL & CO., TLC Issue, Specialization: Education, Electric Power, Environmental FactTiiies, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member. SIPC 521 Fifth Ave., 15th FL New York, NY 10175 Tel: 212-425-6006 Fax: 212-981-6798 Ernst; pubtic.rvmnce@lebenthat.com www.lebenthat_com DTC: 0443 Tax ID: 26-1099235 Clear Thru: Pershing Alexandra Lebenthal, Pres & CEO, 212-490-1682 Fax: 212-981-6798 aiebenthatelebenthatcom James A. Lebenthal, Dir of Pub Affairs, 212-490-1915 Fax:212-981-6798 jebenthal a lebenthal coin. CAPITAL MARKETS James Sampson, Sr Mng Dir, 212-697-3496 Fax: 21.2 981-6798 isampsonia Iebentbal.com TRADING & UNDERWRITING William Ludolph, Sr Mng Dir, 212-697-3639 .212--981-6798 ui olphelabentbaLcom NEW YORK New York Duncan Smith, Sr Mng Dir, 212-697-3508 Fax: 212-981-6798 dsmithLlebenthatcom Jonathan Pataki, Mng Dir, 212-697-3462 Fax: 212-981-6798 ipatata t tebenthaleom Dwayne Brydie, 212-697-3259 Fax: 212-981-6798 dbrydeOlebenthatcom INSTITUTIONAL SALES Neil Oidendorp, Mng Dir, 212-697-3589 Fax: 212-981-6798 noldendorpttatebenthalcom Edward Moore, Mng Dir, 212-697-3510 Fax: 212 981-6798 emooreelebenthalcom Rob Milano, Mng Dir, 212-697-3672 Fax:212-981-6798 mttlano@lebenttwl.com Constance DuHamel, Mng Dir, 212-697-3542 Fax: 212-981-6798 eduhamele tebenthatcorn Paul Barbera, Mng Dir, 212-697-3208 Fax: 212-981-6798 pbatbera 6iebenthatcom Edward Jones, Mng Dir, 212-697-3571 Fax: 212-981-6798 ejonescrebenthal com Kimberley Frazier, Mng Dir, 212-697-3409 Fax 212-981-6798 kfrazierelebenthal coin Ryan Corcoran, AVP, 212-697-3256 Fax:212-981-6798 rcorcoranalebenthal.com James Reilly, Trading & Sales Asst, 212-687-1587 Fax: 212-981-6798 jretiyeiebenthat.corrr PUBLIC FINANCE - NEW YORK Matthew Deane, Sr Mng Dir, 212-697-3420 Fax: 646-626-5592 mdeaneelebertthaLeom Gregory Anderson, Sr Mng Dir, 212-697-3286 Fax: 646-626-5592 gandetson@lebenthaIcom Paul Kuehn, Assoc, 646-624-2732 Fax 646-626-5592 pkuehnelebenthaLcom 2013 - New York Office :ketplace® Spring 2013 www.munimarketplace_com 161 DEALERS &.l}NDERWRITERS FLORIDA coral Genies RAYMOND JAMES issue Specialization: Education, Electric Power, Environmental Factliities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member: SIFMA FINRA SIPC MSRB 2800 Ponce de Leon Blvd. Ste_ 1300 FL 33134 Coral Gables Tel: 305-460-2752 Fax 305-446-6668 Erna ames�eom pubiletinance�+symondl www.raymondjames.corn/ publiciinance BTC: 0390 NSCC: 0390 Tax ID: 59-1237041 Experience: Underwriter TRADING Dir Paula Vetter, Sr Mng g' 954-356-8 Fax: 954-356-8202 paula.vertneopco ccm Judy Leder, Sr Dir, 954-356-8225 Fax 9554-356-8202 iudi h.ledereopw.Fom PUBLIC FINANCE nN Mng Dir and Head Johnf ub 357 of Pub Fin, 954-356'8 Fax:954-356-8399 • iorm.rodstremeopce oom Jonathan Murstein, Exec Dir, 954-356-8302 Fax: 954-356-8399 ionatban.mursteineopcomom Robert Murstem, Analyst, 054 356-8367 Fax:954-356-8399 robertmuretem a opco.com SIEBERT BRANDFORD SHANK & CO , LLC issue Specialization: Education, Electric Power, Environmental Facilities,ealth Care Housing, General PIndustrial Dev, PHousing, Facilities,Transportation, Utilities PUBLIC FINANCE Dir, Percy R. Agutla, Jr., Mng 305-460-2752 perry a guilaeraymondtamescom ADDITIONAL PUBLIC FINANCE OFFICES: AL: Birmingham, Montgomery AR: Little Rock CA: San Francisco FL: St. Petersburg, Winter Park GA: Atlanta iL Chicago Louisville ICY: Lexington, LA: New Orleans Mk Boston MS: Jackson NJ: Manalapan NY: New York PA: Philad hia SC: Cy Memphis, ch TN: Chattanooga, Nashville TX: Dallas, Houston, San Antonio VA: Richmond • Fort Lauderdale OPPENHEIMER & CO. INC. Member: SIFMA FINRA SIPC 100 N.E. Third Ave. Fort Lauderdale, FL 33301 www.opco.com DTC: 0571 NSCC: 0571 Alpha: OPCO Tax iD:13-5657518 .a sduffiparsbstrocern Donald Beier, Mng Dir drypererebsco cnm Dir Tristram Deery, Mng tdeerytesbsco:com John McLean, Mng Dir Imciearnosbseo_cam Tim Muller, Mng Dir. neutierrasbsco.com Nick Sotell, Mng Dir nsotetl@sbsco_com Stephen Stem, Mng Di ssternesbsco.com Tom Corcoran, SVP tcorcaranesbsco.com Laura Gruen, SVP igmenesbsco.com Christopher Myer, SVP cmyeresbsca.corn till, Joseph Boulukos, VP it eukikos@sbsco corn dlji Gelmser Uyami, VPrr - guyami@sbsco_com Tei:800-334-6800 , Far. 510-645-2275 Robert Baynes, SVP i; uI rbaynes, ; sbsco eom Andrew Kearney SV•F 1 akearney‘gsbsce.com ",, Ted Spencer, SVP tspenceresbScocorn Member: SIFMA FINRA SIPC 110 E Broward Blvd., Ste. 1700 PMB #4003 Fort Lauderdale, FL 33301 Tel: 954-315-3816 Fax 954-315-3899 www.sbsco.com DTC: 0226 NSCC: 0226 Alpha: SBSC Tax ID: 13-3932653 Clear Thru: National Financial Services LLC Experience: Underwriter Napoleon Brandford, ill, Chair nbarsbsco:com Suzanne Shank, Pres & CEO SShankitsb5co.com Gary Hall, Sr Mng Dir gaanWsbscocom Dir/GOO Sean Werdlow, Sr Mng swerdiowatsbsco-co Jonathan Km, Mng Bit ikimasbsco.com Sarah Snyder, SVP ssnyder 8Sbsco com UNDERWRRrNG Sherman Swanson, Mng Dir, Underwriting sswansorr@steco.corn Andrew Gurley, Jr., Mng Dir, Underwriting agurteyedisco com SALES AND TRADING Tel: 646-775-4860 Fax: 646-576-9681 Richard Stack, Head Trader rstadct9sbscocom • Jacksonville, PIPER JAFFRA Issue Specialrzat t*:r: Education, Environmen General Pt Housing,' Facilities, Utilities Member SIFMPi$ 4250 Lakeside: Jacksonville, FL www.pipetiaffra DTC: 0311 NSCC: 0311 Alpha: PIPR Tax iD: 41 " Experience: Main Office PUBLIC Matthew 904-361- matthew.w Matthew P. 904-381- manlier+ OTHERFLO Tampait� 1znr,r1 Rover's Municipal Marketplace® Spring 2014 tiorr: E%tric Power, ants[ Faculties, Purpose, Health Care, Industrial Dev, Public ,,Transportation, FINRA Ste. 101 7 ESTRADA HINOJOSA & COMPANY, INC. issue, Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member. FINRA SIPC 2937 SW 27th Ave. Ste. 200E Miami, FL 33131 Tel: 305-507-0100 Fax: 305-648-1002 Email: abadinamhmrmt.cern www.estradahinojosa.com DTC: 309 NSCC: 0309 Alpha: ESTR Tax ID: 75-2154287 Clear Thru: First Southwest Company Main Office: Dallas, TX 214-658-1670 Lourdes Reyes Abadin, EVP abadinetehmuni eom JPMORGAN SECURITIES LLC Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities. Transportation, Utilities 1450 Brickell Ave. 33rd Fl. Miami, FL 33131 Experience: Underwriter INVESTMENT BANKING T.J. Whitehouse, Exec Dir. 305-579-9482 thou>as.i.whitehouseenpmorgan.com Gary Garay, VP, 305-579-9547 gary.m.garay@ipmorgancom ring 2014 - Miami Office RICE FINANCIAL. PRODUCTS COMPANY Formerly: Apex Pryor Securities issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, .Health. Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member FINRA SiPC 801 Brickell Ave. 9th Fl. Miami, FL 33131 Tel: 727-741-0722 Fax 305-349-3945 Emait kevin.schuylenericefin.com www.riceflnancialproducts_com DTC: 0443 NSCC: 0443 Alpha: APEX Tax ID: 76-0238412 Experience: Underwriter Main Office: New York, NY Kevin M. Schuyler SIEBERT BRANDFORD SHANK & CO., LLC issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Bev, Public Facilities, Transportation, utlTrties Member: SIFMA FINRA SIPC 801 Brickell Ave., Ste. 900 Miami, FL 33131 Tel: 305-350-5642 Fax 305-372-0189 www.sbsco.com DTC: 0226 NSCC: 0226 Alpha: SBSC Tax ID: 13-3932653 Clear Thru: National Financial Services LLC Experience: Underwriter PUBLIC FiNANCE Napoleon Brandford, ill, Chair rib@sbsco.com Suzanne Shank, Pres & CEO sshankersbsco.com Gary Hall, Sr Mng Bit ghalresbscacom Sean Werdlow, Sr Mng Dir/COO swerdiowelsbsca.com Jonathan Kim, Mng Dir iktm©sbsco.com Listing continued tplace® Spring 2014 www.munimarietplace_com 53 JEFFERIES LLC cont. HEALTHCARE INVESTMENT BANKING Dir Head JamesoofHealthcare T& & Education, 212-284-2278 jolsenr&leffenes.com Dir, Jeffrey S. Cohen, Mng 518-447-8043 jeffcohen @leifenes.com Dean Flanagan, Mng Dir, 212-336-7031 dflanaganejeffedesszrn -8036 Shawn Sigel, VP, ssinei@jeffenescom Eric Tuckman, Cnsit, 310-367-8489 eruckmanrgietteries.com MUNICIPAL BOND DEPARTMEN ' Kenneth G. Gibbs, Pres & Mng 212-33c-7020 G�e Mng Dir & Head of Muni Mkts, James 212-336-7137 UNDERWRITING Tel: 212-336-7151 Fax: 212-336-7255 Roy V. Cariberg, Mn9 Dir Cindy Ashmore, VP Kelly Borsella, Analyst TAX-EXEMPT INSTITUTIONAL TRADING Joe Hopke, SVP Greg Moore, SVP Alexander Meyer, VP Jacob Wechsler, Analyst YIELD TRADING Todd Carnevale, ASSOCMng Dir Andrew Lapone TAXABLE TRADING James Mom, Mng Dir Alexander Meyer, VP MUNICIPAL RELATIVE VALUE TRADING Nathaniel Canter, VP REGIONAL & ELECTRONIC TRADING Kurt Ahrens, SVP Pat O'Brien, SVP Taylor Moseley, VP TJGcnonN.' Alexandra K G,ovrat,> Betty Ulf:ant:ea, SW Ix II Christopher Jared K. Bohan, VP Jin Ma, VP INSTITUTIONAL i SALES Tel: 212-336- Mng Dir Sales Andrew Levinson Mgr Adrian C. Aery,llf, SVP Douglas C. Bennington S SVPP Laurent H. Bouley, Christine Carter Lynch, SVP Todd R. Growick, SVP Thomas G. Kem, SVP Joseph Mazza ella= SVP Art Nichol, SVP a o SVP Eiiseo Same Y . Kudzai Jones, VP Victoria Lee, Assoc Magee Quick, Assoc 383 Madison A3 New York, NY Tel: 212-270-98 Fax: 917-964-7 DEBT CAPITAL NIAR3KETS Daniel Gilman, Mng ir, 212-336 7123 DERIVATIVES GROUP pin, Kenneth D. Gibbs, Pres & Mng 212-336-7020 kgibbs@jefferies corn Nell J. Flanagan, Mng Dir - Head of Pub Fin, 212 336-7022 ntlanagan@lefferies.com Daniel Gilman, Mng. Dir, 212-336-7123 dgflman@jeffedes.com Dir, William A. Torsigi'led, Mng 212-336-7038 wtorsiglierteleffenes corn MUNICIPAL CREDIT & STRATEGY Fax: 212-336-7255 Garrett Falzon, Mng Dir, 212-336-7106 gfalzoneoleftedes.com Hubert° Gutierrez, Mng .Dir. 212-336-7102 hgutierrezaleiferles.com Yong Chang, SVP, 212 336-7138 ychang@jetferiescom Christopher White, SVP, 2123367107 cwhite @ jetferiesco m Experlence:1 MANAGEMF Paul Palmed, Pull Fir. 2 pauln.p Peter Clan of Pub peter.tel JantIson of Br jamfson Charles Gti .. Debt Cap charles.a Stephen 0 Head stepher4 Kyle Pullin Short Ts 212-8 kytapzi• Timothy 3 Credit timottry Robert SYTidce Bonnie 21227 bon Sara An Spring 2014 - New York Office 21 rs Head of 2-834-3261 frt i,3261 .839-3261 • cxxrr 1484.8261 0 Cameron Linville, Analyst; 212-834-7027 camero o.fnville@ipmorgan com Barbara Kish, Admin, 212-834-3871 barbara.kish6lpmorgan.com SHORT TERM SALES Stephen O'Loughlin, Mng Dir, Head of Sales, 212-834-7027 stain ien. o loughfn ajpmorgan.com John Bartolomeo, Exec Dir, 212-834-7031 john.a.bartotomeo@jpmorgan_com Emily Blasko, VP, 212-834-7031 emity.n.blasko6jpmorgan.com Lindsay Monihan, VP, 212-834-7031 rtndsay.m.monlban@jpmorgan.com Aurora Salvadore, VP, 212-834-7031 aurora.kohm6jpmorgancom SHORT TERM TRADING Kyle Pulling, Mng Dir, Head of Short Term Trading, 212-834-7224 kyle.pulfng@jpmor9an.com Brian Gonor, Exec Dir, 212-834-7224 prtan.cgonor@jpmorgan:com Sean Saroya, Exec Dir, 212-834-3430 sean.b.saroya@jpmorgan.com David Elmquist, VP, 212-834-7182 david.ermquist@Ipmorgan.com Peter McCarthy, VP, 212-834-7224 petecmccadhy@jpmotgan.com Alma Sales, Analyst, 212-834-4983 alma.a.sales @ jpmorgan.com INVESTOR MARKETING Marshall Kitain, Exec Dir, 212-834-5673 marshafl.rkitain @jpmorgan.carn Peter Clarke, Mng Dir, Head of Investor Mktg, 212-834-7154 peter1ntarkeeipmorgan.com Lauren D'Amico, VP, 212-270-6140 lauren.k.damico@lomorgan.com Frances Pak, VP, 212-834-9191 iiancasipakjpmorgan.com Matthew Pecori, Assoc, 212 270-0645 rnatthew.pecorl@ijpmorgan.com ail PUBIJC FINANCE MARKETS STRATEGY �! ! Peter DeGroot, Mng Dir, 212-834-7293 pktecdegt@ipmorgan.com i!Ih, 1Fartti& Narayan, Assoc, 2I2-834-3051 it karihilca.narayan, jpmorgan.com t 'ILaueen i4 212-834-5 Tanenbau-4m, Assoc, Iull!1 i3aur'eeketanenbaum@ipmorgan.com lhi�'�I, II, 1 cc® INVESTMENT BANKING Jamison Feheley, Mng Dir, Head of Bnkng, 212-270-1156 Iamtson.feheley@jpmorgan.com Eric Altman, Mng Dir, 212-270-5950 eric.altman @jpmorgan.com James Costello, Mng Dir, 212-270-1110 james.e.costelfoCftrnorgan.com William Hayden, Mng Diu, 212-272-2183 wtriam.hayden@jpmorgan_com Kent Hgeshew, Mng Dir, 212-272-2727 kenthiteshew©jpmorgan.com Diana Hoadley, Mng Dir, 212-270-7401 dianahoadiey(4jpmorgan.com Robert Muller, Mng Dir, 212 834-7833 robertmutter@ jpmorgan.com Richard Airs, Exec Dir, 212-270-1838 richard.m.aks@jpmorgan com Eugenio Alarcon, Exec Dir, 212-270-1502 eugenloalarcon@ rmorgancom Suzanne Beitel, Exec Dir, 212-270-6854 suzanne.b.beitet@jpmorgan.com Michael Britchkow, Exec Dir, 212-272-6015 michaeLbbitchkoweipmorgan.com Mary DiMartino, Exec Dir, 212-270-5475 mary.l dfmartinoCipmorgan.com Benjamin Djiounas, Exec Dir, 212-270-0693 benjamin.n.dpounas @jpmorgan.com Alan Jaffe, Exec Dir, 212-270-3784 alan sjaffe@ jprnorgan.com M. Charles Lee, Exec Dir, 212-270-0779 mcharlesJesiajpmorgan.com Matthew Levin, Exec Dir, 212-270-1917 matthew.eievinOlpmorgan.com Christopher McCann, Exec Dir, 212-270-2430 Christopher.i.rnccannfiipmorgan.com Brian Middlebrook, Exec Dir, 212-272-2335 brian.middiebrook@ipmorgan.com Crystat Mullins, Exec Dir, 212-270-0696 crysfat.j.mullina8lpmorgan.com Ivan Naguit, Exec Dir, 212-270-1584 ivan.L naguit@jprnctgan.com Lisa Rogers, Exec Dir, 212-270-6356 lisaz.rogers@ipmorgan.com -Lawrence Stephens, Exec Dir, 212-270-0657 lawrencestephens@jpmorgan.com John Stevenson, Exec Dir, 212-270-0504 Listing continued Spring 2014 www.munrniarketplace.com 151 i DEALERS &'UNDERWRITERS NEW Y° New Yo JPMORCAN SEctinatEs MC cont. john_fStevenson Dj09 om Peter Weiss, Exec 212-2722297 organcam peter.eweissajprn Dir, Timothy Williams, Exec 212-270-0470 tinwthy-b-williatns@ipowrgamcom Edith Manes, VP, 212-270-3018 edith_gipmorgan•corn Michael Altman, VP, 212-27 0-1 105 rnichyeir-aumant4iPrno n.cmn Chris Bergstrom, VP, 212-270-352 � � m cbdsebe r Brent Chandana, VP, 212-272-8223 brentchandarla bip men m n.co Chapman 212-270-5446btesejPmorgar`.com VincennttJanne r aPVP.212-272-9775 lavince[rLjartnet>f�lproorgan•oom Grant Kawaguchi, VP, 212 270-1989 �iPmorgan.com grant.kkawaguchi Annie Lee, VP, 212-272-5723 Fr nederick Putnam, VP, 212-270-07 amajpmorgan-con frckr-PidrrVP,212270-6818 Sethh Reagan setrinrea9an btpmorgancom David Thorketson, VP, 212-270-1117 �m david.w.thorl,etsonejPmO`gan Kaumud Aiapattu, Assoc, 415315•5504 kaumucgatapattugipinorgartuom Vincent Clark, Assoc, 212- 56 ipmorgan corn EI ra g, Assoc, 212-270-9996 aiisa-m fungejornorgan-com Cristina Gall, Assoc, 212 270-7014 cristina•r-garlaiprnoTgancom Taylar Hart, Assoc,12-70-0436 tayiaz r-harl Rachel Hudson, Assoc, 212 270-0760 neipmorgan.com rachetahudso Kevin Johnson, Assoc, 212-270-0099 iP kevina-i � mor9an•cOm Wreath Mitchell, Assoc, 212-270-0648 morganconr meredith:d.mdcheitC1P212 270-0513 Alex Mendel. Assoc, alexander m.mturdetA lPmorgari.com Allyson Randolph, 212-270-0576 Morgan COrrr allyson-mrandolph iP Scott Robinson, Assoc, 212-270-7828 com Scott j-robinsonOlprrrorgan- Cateb Stephenson Assoc, 212-272 O217 hen naipmorgan-` caleb,hsteP Gaspar 212- gaspard.stiefiteiP'moryt.. Patricia Yoon, Assoc, 212-834-9 �jPrc °r�lan.com hr St B an, Analysi, Christy 2t2 270 h 73 loannacbordmaneIPmo '-com Lindsey Brannon, Analyst. 212ey_n.b0 nn8on�iPmorgan.com fiery Carpenter, Analyst, 212-270-1281 zaefy _aprpenteriajpmorgan com Kten Chalks, Analyst ' 212-270-1318 kmten-e.chalketalPrmio�9an'com Ariela Cohen Analyst, 212-270-5226 morgan-con arielarcohenejP Jonathan Felix, Analyst, 212-834-'3261 jonaihan-ir-felix n an on Michael Fife, 212 270.1050 michaeLtiteetiPrrro Analyst, David Gettemy, 212-834-32 Syr cony david-d-g Hollis Hanley, Ant, 212-270-9007 mor9an tmii-seven , Analyst, Kaliii Havens, 212 270-5'l� an m kalfi t.havenseipmor9 Benjamin Herbst, Analyst, 212 270-6648 beniamin b.herbstejpinchase-can Erin Hogan, Analyst, 212-270-7173 etih-ehogana 1Prnorgan.r Howard Hong, Analyst, 212270-3415 howard longaiumorgan COm Chad Ohiendod, Analyst, 212-270-5460 chad.c.oblen o A organ Kathryn Rad 212-270.5619 trathlynan@jpreorgancom Michael - Schmidt Analyst, Michael Sch 212-622 f14 � mo�ancom mules crn berg Analyst, Charles Stu 212-83'703 letand.stiombergtipmorgan-cem Letticia Ahee, Admin Asst, 2e aheee P organ.com Christine. McEvoy, Admen Asst, 212270-7505 �9PrnOT n com cbristine.amcevmt Marisol Rivera, Admin Asst, 212-834-2575 marisoi.riveraaiPm Ta Wit, Michele Sparacio, 212-270-1040 Michele.c-sparacio@ipnrorgan`com Phyllis Thomas, Admin AeSt. 212-270-56 �j �m phyil-ieg.thomas NY: Atoanp, . TX: Dallas, HouSto WA: Seattle KEYBANC CART MARKETS issue Speo°aUa Education Environme Generat Per Housing, Ind Facilittes, T Utilities Member. SiFPAK 575 Filth Ave. NY-CY MC-02OG it i !y! New York NY » 11 Tet: 917 368 2205+yl Tel: 800946-9454 Fax: 917-368-22i www.key.com DTC:0799 ii,; NSCC:0799- 11 Tax ID: 34-1 Bmperience OFFICE LOCATIONS: CA: Los Angel San Francisco CO: Denver FL.: Miami, Orlando Stinili, Assoc, IL: Chicago 270-1821 Marketplace®, Spring 20a a m,. -r's Municipal" MUN1CIPf INST1TUT1 Tel: 917 Brian M. Incom> MUNI Tel: Lori iNS John Da Kevin Dan Marks PUBUt Des Rower, �iClfies, Health Care; Dev, Public ion, jzurlo8lebentheLtom Duncan Smith, Sr Mng Dir, 212-697-3508 Fax 212-981-6798 dsmithetebemhal.corn Dwayne Brydie, 212-697-3259 Fax: 212-981-6798 dbrydieOlebenthat-com INSTITUTIONAL SALES Neil Otdendorp, Mng Dir, 212-697-3589 Fax: 212-981-6798 noldendorPOlebeottral. om Edward Moore, Mng Dir, 212-697-3510 Fax: 212 981-6798 emoorewtebenthal-com Rob Milano, Mng Dir, 212-697-3672 Fax: 212-981-6798 nn0anoatiebenthal.mm Dir, Constance DuHanel, Mng 212-697-3542 Fax: 212-981-6798 cduhamet@iebenthatcom Paul Barbera, Mng Dir, 212-697-3208 Fax: 212-981-6798 pbarbera@tebetathatcom Edward Jones, Mng Dir, 212-697=3571 Fax: 212-981-6798 ejonesattebenthaLcom KGmberiey Frazier, Mng Dir. 212-697-3409 etc 212981-6798 kfrazier@lebenthat com onathan Pataki, Mng Dir, 212-697-3462 Fax: 212-981-6798 jpatakd@lebenthal com Ryan Corcoran, AVP, 212-697-3256 Fax: 212-981-6798 rcorcoran a lebenthatcom James Reilly, Trading & Sales Asst, 212-687-1587 Fax: 212 981-6798- ireillyelebenthal.com PUBLIC FINANCE - NEW YORK Matthew Deane, Sr Mng Dir, 212-697-3420 Fax: 646-626.5592 mdeaneelebenthal.com Gregory Anderson, Sr Mng Dir, 212-697-3286 Fax: 646-626-5592 gandersonwtebenthal.com Paul Kuehn, VP, 646-624-2732 Fax: 646-626-5592 pkuehn@lebenthal.com MuniAxis www.muniaxis.com James Sampson, CEO. 212-574.4054 jsampsonemufraxis.G Dimltri Kostopoulos. Trading Asst, 212-574.4056 Fax:212-320-0357 dkostopoulos©muniaxis.com James Reilly, Trading Asst, 212-5744055 Fax: 212-320-0357 jreilly@mrmiaxis.com ring 2014 - New York Office continued Spring 2014 www.munimarketplace.com 153 ALERS & UNDERWRITERS .ORIDA Jacksonville JacKsonville B&T CAPITAL MARKETS Division of BEAT Securities, LLC sue Specialization: Education, General Purpose, Health Care, Housing, Public Facilities !ember: SIFMA FINRA ISDA .1PC 00 W. Forsyth St. its. 510 acksonvilie, FL 32202 -el: 904-361-5271 vww;bbtcapitalmarkets.com )TC: 0702 1SCC: 4702 rax ID: 54-0294670 Experience: Underwriter MUNICIPAL TRADING Jake W. Jacobson, Muni Trading Mgr, 212-i129-8113 narabson bbandtcrn.com Thomas Gilligan, SVP, 212-822-8122 tgiltiganabbandtcrn.com MUNICIPAL TRADING - FLORIDA Adrian Evans, 941-225-4438 aevansflibbandicm:com MUNICIPAL MARKETS GROUP James Cooper, Mng Dir, 904-361-5242 ihcooper@bbandkan com PIPER JAFPRAY & C0. Issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, littlBies Member. SIFMA FiNRA SiPC 4250 Lakeside Dr., Ste. 216 Jacdcsonvilie, FL 32210 www.piperlafrray.com OTC: 0311 NSCC: 0311 Alpha: PIPR Tax ID: 41-0953246 Experience: Underwriter PUBLUG FINANCE W. Weaver, Mng Dir. 1-9844 {°4lttwii4V,Veaverapjaeorn RBC CAPITAL MARKETS issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member SIFMA FINRA 1650 Prudential Dr., Ste. 101 Jacksonville, FL 32207 Tel: 800-647-1844 Fax 866-696-1860 www.rbccm.com DTC: 0235 NSCC: 0235 Tax ID: 41-1416330 Private wire to all offices Main Office: New York, NY 877-295-4008 MUNICIPAL FINANCE Mitch Owens, Mng Dir, 904-399-4496 mitch.owense rbccm.com MUNICIPAL FINANCE OFFICES: AZ Phoenix CA: Los Angeles, San Francisco CO: Denver FL Jacksonville. St. Petersburg iL: Chicago MD: Baltimore MA: Boston MN: Minneapolis NJ: Parsippany NM: Albuquerque NY: Albany, New York OH: Cincinnati PA: Lancaster, Philadelphia, Scranton TX: Dallas, Houston, San Antonio UT: Salt Lake City WA: Seattle • Miami ESTRADA HINOJOSA COMPANY, INC. Issue Specialization: Education, Electric Po Environmental Facil General Purpose, Housing, industrial Facilities, Transpo Utilities Member. FINRA SIPC 2937 SW 27th Ave. Ste. 200B Miami, FL 33131 Tel: 305-507-0100 Fax: 305-648-1002 Ema8: abadineehmrmi.com www.estradahinoiosa.cor DTC: 309 NSCC: 0309 Alpha: ESTR Tax ID: 75-2154287 Clear Thru: First So Company Lourdes Reyes Abadits abacfincelimuni.corn Cristina Zeinali, AVP up„ II czeinalieehmonloantilii FIRST SO COMPANY, Issue Speciali Education, Environmental General Housing, 1 Facflrties, T Ut0ties Member SIFMA MSRB 5201 Blue La Ste: 800 Miami. FL 331'. Tel: 305-81 Fax: 305-819- www_firstsw.co DTC: 0309 NSCC: 0309 Tax iD: 75-0 Clear Thar Experience: Main Office ill GAN. SECURITIES ,specialization: rra#ion, Electric Power. nrnental F€ ci ales, Purpose Health Care, g, industrial Dev, Public es, Transportation, BANKING Use,> Exec Dir, `ikrxK9an. corn i305 579-9547 raroae.com MARKETS, SIPC i6iy ill -ON GFA Chair& OTHER BRANCH OFFICES: CA: Oakland, San Francisco CO: Denver CT: Hartford DC: Washington FL Pensacola, West Palm Beach GA: Atlanta IN: Indianapolis Lk New Orleans MD: Baltimore Mk Detroit NJ: Newark NC: Chadotte OH: Cleveland PA: Philadelphia TX: Dallas, Houston MESIROW FINANCIAL. INC. issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member SIFMA FINRA 600 Brickell Ave. Ste_,95 Miami, FL 33131 Tel: 305-416-5500 Fax: 855-219-1226 www. mesirawf inanciaLcpm DTC: 0443 NSCC: 0727 Alpha: MESF Tax ID: 36-3194849 Experience: Underwriter Main Office: Chicago, IL INSTITUTIONAL SALES Paul Baker, Sr Mng Dir. 312-595-6067 Jeffrey Lew, Sr Mng Dir, 305-416-5555 Rodolfo Betancourt, SVP, 305-416-5542 PUBLIC FINANCE Cados Desmaras, Mng Dir. 212-530-7647 Dominick Setari, Mng Dir, 212-530-7645 Fall 2015 Miami Office DEALERS & UNDERWRITERS FLORIDA Miami SIEBERT BRANDFORD SHANK & CO., LLC issue Specialization: Education, Electric Power, Environmental Facilities, General Purpose, Health Care, Housing, Industrial Dev, Public Facilities, Transportation, Utilities Member SIFMA FINRA SIPG 801 Brickefl Ave., Ste. 900 Miami, FL 33131 Tel 305-350-5642 Fax: 305-372-0189 www.sbsco.com OTC: 0226 NSCC: 0226 Alpha: SBSC Tax ID: 13-3932653 Clear Thai National Financial Services LLC Experience: Underwriter PUBLIC FINANCE Napoleon Brandford, 111, Chair nbtiosbscocom Suzanne Shank, Pres & GEO sshankesbsco.com Gary Hall, Head of Pub Fin ghail5sb x.com Sean K. Werdlow, Sr Mng Dir/COO swerdlow@sbsco com Jonathan Kim, Mng Dir jkimesbsco.corn Sarah Snyder, SVP ssoyderastsrncorn UNDERWRITING Sherman Swanson, Mng Dir, Underwriting sswansonesbsco.com Andrew Gurley, Jr., Mng Dir, Underwriting agurleyesbsco com SALES AND TRADING Tel: 646-775-4860 Fax 646-576-9681 Richard Stack, Head Trader, Mng Dir ratackersbsco.com Sean Ditify, Sales Mgr, Mng Dir sdullyesbsca_com Donald Beier, Mng Dir dbeieresbsco.com Tristram Deery, Mng Dir tdeeryesbsco.com John McLean, Mng Dir jmdean6sbsco.com Nick Sotell, Mng Dir nsoteli6sbsco.com Stephen Stem, Mng Dir sstem@sbsco.com Joseph Bouhikos, SVP jboufukosesbsco_com Tom C:nrrnran SVP LLERS & UNDERWRI i bib V YORK New York 'ER1ES LLC cont. seen G. Geraghty, SVP, 2-336-7021 leraghty®jefferies.com Grant -Wilkinson, SVP, }2-349-3110 tti.vnlldnsonineiferies.com Gust, SVP, 310-575-5207 ist@jefferies.com l A. Kearney, SVP, 12-336-7032 emey8ieiferies:com quits Barnes Jackson, VP, )4-264-5021 ,amesgjefferies.com rie Bricker, VP, 281-774-2183 ickerOjefferies.com ya George, VP, 212-284-8164 mergeejefferies.com anda E. Lee, VP, 212-336-7025 iandaleeelefferies.com iael Libera, VP, 415-229-1488 rberzajeferies.com ten A. McGrath, VP, 17-342-7869 icgrath@jeffedescom Burrows, Assoc, 212-284-2347 n,rrows a jefferies.com in Coleman, Assoc, 12-284-2441 wtn.colemanVjeffedes.com naa Patterson, Assoc, 07-583-0859 attersonejefferies.com 3rge Hoffmann, Analyst, 12-336-7485 _orge hoffmannajefferies.com trine Liu, Analyst, 212-707-6475 tiu4Nefferies.com frew O'Hara, Analyst, 12-336-6268 Ohara@leffedescom ALTHCARE & HIGHER LIGATION nes T. Olsen, Mng Dir & Grp lead, 212-284-2278 risen@jefferiescom :rick McCarthy, Mng Dir & ;roue Go -Head, 212-323-3388 mccart y iefferies.com Jeffrey S. Cohen, Mng Dir, 518-447-8043 jetcohen@jefferies.com Steven Wafer, Mng Dir, 312-750-4495 swefer©jettedes.com Mark Chiang, SVP, 212-284-'43 inchiangittlefferies.corn Moira Fogarty Baldwin, SVP, 212-323-3307 mbafdvnniajefferies.c om Ian Spier, VP, 212-336-7494 ispier@jefferies.com Charles Gulnz, Analyst, 212-284-4668 cgurnzejefferies com Edward Walter, Analyst, 212-284-4618 ewaltereietferies corn Jennifer Harris, Analyst }'haais33jefferies com Garth Schulz, Gnsit, 212:284-4696 gschufz@jefferiescotn Eric Tuckman, Cosh, 310-367-8489, MUNICIPAL BOND DEPARTMENT James McGinley, Mng Dir & Head of Muni Mkts, 212-336-7137 UNDERWRITING Tel: 212-336-7151 Fax: 212-336-7255 Roy V. Carlberg, Mng Dir Cindy Ashmore, SVP Kelly Borsselia, Assn TAX-EXEMPT INSTITUTIONAL TRADING Joe Hooke,SVP Greg Moore, SVP YIELD TRADING Todd Carnevale, Mng Dir Andrew Lapone, Assoc TAXARI F TRADING James McGinley, Mng Dir MUNICIPAL RELATIVE VALUE TRADING Nathaniel Canter, VP REGIONAL & ELECTRONIC TRADING Kurt Ahrens, SVP Pat O'Brien, SVP Fall 2015 New York Office Jacob W SHORT -I, SALES :41111 Tel: 212- Daniel FJexandra Betty lne Christop Jarad K. INSTITU'' Tel 212 Andrew Mgr Adrian G. Douglas iw Laurent H. Todd Thomas Joseeph aseo Magee Victoria DEBT Daniel G+ 212 DERIVAT William A 212 wtorsiglt Daniel G8 212-336 Garth Seta MUNI[ STRAT Fax: 21 Garrett 212 sfatzone Huber 212-3 hg Yong G Christo 212-' curt+ DEBT CAPITAL MARKETS Charles Giffin, Mng Dir, Head Short Term Trading & Debt Cap Mkts, 212-834-7224 craarles.agfffin @ipmorgan.cam Adrian Budischak, VP, 212 834-3261 adrian.1,budischak4jpmorgan.can Annie Mannar , VP, 212-839-3261 anme nsnarinaro0jpmorgan.com. Ryan Melvin, Assoc, 212-834-3261 ryan.mmelvinajpmorgan corn Mgt Nystrom, Assoc, 212-834-9310 matthewsnysrramOipmorgan.com Kai Tang, Assoc, 212-834-3261 kaLtang@ipmorgancom William Dodson, Analyst, 212-834-3261 william:h-dodsonejpmorgan.com Stephen Hearn, Analyst, 212-834-4378 stephen.i.hearn@ipmehase.com Arra Matekzadeh, Analyst, 212-834-3261 erns rnatekzadeh@ipmchase_com LONG TERM TRADING Justin Arabadjlef, Exec Dir. 212-834.7365 iuslfft tLarabadjlef3jpmorgan.com Michael Cassidy, Exec Dir, 212-834-7365 michaeLtcassidyejpnrorgan.com Joseph DiMascio; Exec Dir, 212-834-2653 Joseph dimascio8jprnorgan.ccm JohtISuh, Exec Dir, 212-834-2053 john.suhejpmorgan.com Thomas Uschok, Exec Dir, 212-834-7362 thomas g.uschokelpmorgan.com Jared land, Assoc, 212-834-7155 jared.m:fandeipmorgan corn LONG TERM SALES Stephen O'Loughlin, Mng Dir, Head of Sales, 212-834-7027 stephen.oloughfrnf8jpmorgan.com Anthony Ackels, Exec Dir, 212-834.7027 an#mny ackelseipmorgancorn Keith Aimstrom, Exec Dir, 212-834-7027 kerthe.almstrom@jprnorgan.com Christopher Driscoll, Exec Dir, 212-834-7027 Christopher.driscot@jpmorgan_cam Taylor Germano, Exec Dir, 212-834-7027 taylor p germano@jpmorgan.com Dale Turnipseed, Exec Dir, 212-834-7027 daietumipseed8jpmorgan.com DEALERS & UNDERWR1TERS NEW YORK New York Gaity Manzo, VP, 212-834-7027 ca lln.emanzo8jpmorgan.com Samantha Settembre, VP, 212-834-7027 samanthasettembre 8jpmorgan.com Lauren Oplinger, Assoc, 212-834-7031 lauren.m.opltngereljpmorgan.com Cameron Linville, Analyst, 212-834-7027 cameron.o.Tinviile@ipmorgan.com Barbara Kish, Admin, 212-834-3871 barbarajdst ttipmargan.com SHORT TERM SALES Stephen O'Loughlin, Mng Dir, Head of Sales, 212-834-7027 stephen.oloughlin@jpmorgan.com John Bartolomeo, Exec Dir, 212-834-7031 john.a bartolome08ipmorgan.com. Emily Blasko, VP, 212-834-7031 emiy.n.blaskoSipmorgan.com Lindsay Monihan, VP, 212-834-7031 tindsay.m.monthan Ojpmorgan. com Aurora Salvadore, VP, 212-834-7031 aurorakohm.8jpmorgan.com SHORT TERM TRADING Charles Giffin, Mng Dir, Head Short Term Trading & Debt Cap Mkts, 212 834-7224 chartes.a.giffnejpmorgan com Brian Gonor, Exec Dir, 212-834-7224 brtan r.gonor8jpmorgancom Sean Saroya, Exec Dir, 212-834-3430 seanb.saroya84pmorgan-com David Elmquist, VP, 212-834-7182 david.elmquists4 jpmorgan.com Peter McCarthy, VP. 212-834-7224 peter mecarthy @jprnocgan..com INVESTOR MARKETING Marshall Kitain, Exec Dir, Head of Investor Mktg, 212-834-5673 marshalLr.lotain8jpmorgan.com Lauren D'Amlco, VP, 212-270-6140 fauren.kdamico a ipmorgan-com Frances Pak, VP, 212-834-9191 frances.pak6jpmorgsn com Matthew Pecori, VP, 212-270-0645 matthew.pecon@jpmorgan.com Listing continued DEALERS & UNDERWRITERS NEW YORK New York JPMoRGAN SECURITIES LLC cont. Meredith Mitche f Assoc, 212:270-0648 meredith.$mitchelt®jpmorgancom PUBLIC FINANCE MARKETS STRATEGY Peter DeGroot, Mng Dir, 272-834-7293 Oaterdegroot@jornorgan.com Karthik Narayan, VP, 212-834-3051 kartlikarrarayari@jpmorgart.com Drew Henriques, Assoc 212-834-5674 drew a.henriquesftmorgan.com INVESTMENT BANKING Jamison Feheley, Mng Dir, Head of Bnkng, 212-270-1156 Eric ison.tebaley@jemorgan corn Altman; Mng Dir, 212-270-5950 Jamesi manajpm n.com Costello, Mng Dir, 212 270-1110 lames e.costelbejpmorgan.com Kent Lawrence, Mng Dir, 404-236-7036 kem.w lawrenceraipmdiase.com Robert Mutter, Mng Dir, 212-834-7833 mbertmuifer@jprrwrgan coat Eugenia Alarcon, Exec Dir, 212-270-1502 eugenio alarconejpmorgart-com Suzanne Bette], Exec Dir, 212 270-6854 suzannebbeifelejprnorgai con Michael Britchkow, Exec Dir, 212 272-6015 michaettiritchkow@jpmorgan.com Mary DiMartino, Exec Djr, 212 270-5g75 many i.dJmartanecIpnro Benjamin as' Exec , 212-270-06g3 Dir, benjamirt.n.diotmasrdjpmorgancom Jason GredelL Exec Dir, 212 270-38g3 fason.Alan Jaffe, E, Dir, 212 270-3784 alffiLsjaffeenpmor •cunt M. Charles Lee, Exec Mr, 212-270-0779 mchartes leeojpmorgancom Matthew Levin, Exec Dir, 212270-1917 mattitex,..elevinejpinorgan.com Mark Liff, Exec Dttr, 212-270-0912 markziritr@fpmorgarr, Bum Malatya, Exec Dir, 212-83 #-6030 burak'malatyaniUipmotgancom Christopher McCann, Exec Dir, 212 270-2430 - christophekl mccannojpmergan.com Brian Middlebrook, Exec Dir, 212-272-2335 brianmiddiebrookujpraorgarr.com Ivan Naguit Exec Dir, 212270-1584 ivani.naguirellemorgan.com Zt2 ooge7sq xec Dir, lira s.rogersitijpmoroan•com Peter Weiss, Exec Dir, 212-272-2297 peter.sweis.selptSorgamcom Edith Alfenas, VP, 212-270-3018 errftli.atienas@jpmorgan.co n Michael Altman, VP; 212-270-1105 michael.reltman @ jpnroryan.com Chris Bergstrom, VP, 212-270-3527 chris.e hergsirometjpmargan core Brent Chandaria, VP, 212272-8223 brent.chanaaoa@jpraorgan corn Vincent Clark, VP, 212270-0656 vincent.clark®jpmorgancem Meghan Gutekunst, VP, 212 270-7505 ineghari.gutekunst@jpmchase.com Vincent Jannetti, VP, 212 272-9775 vincent jannetli@jpmpr9an corn Grant Kawaguchi, VP, 212-270-1989 Annie a t rka,a ajprnorgancom VP, 212-272-5723 annie:lee 8iprnorgan:com Frederick Putnam, VP, 212 270-0757 frederick.r pernam@ipmorgan.com Lindsey Brannon„Assoc, 212-270-0298 lindsey,n.brannon giontorgancom Elise Fung, Assoc, 212 270-9996 elisastIe�Jelpmorga David GAssoc 212-834-3261 Ac, david a getternmpmorgancom Taylar Hart, Assoc, 212-270-0436 tayiar than@ipmergancom Benjamin Herbst, Assoc, 212-270-6649 benlamin-b•herhstetjpmchase:com Zachery Carpenter, Analyst, 212-270-1281 zacherya Alexander 212 270-07 alexander._ Hollis Hanle 212-27 hol&s.e.ttarrieyi Rahul Jna, rahwitaigi Katedna Jo 212-834_3160:, Matthew 212 270-3124 matthewmcvay Matthew Pan 212 834-.209 matthew. Benita Poon A _ 212-834.30ass benitapoonp Vidya Rajan 212270-7031 toktyaraiantiqp Michael S, 212-622- mkhael: Christ 212 270-1291 christophes e Timothy Veit. 212 270-2344 t mothyj:veitehg Emily Woli, Anal emty.rwoti(s, Amy Xu, Analy amyxut9.., Letticia Ahee, Adman) 212-2722334 tetticia.ahee3jp Christine Chatman, 212-834.5797 1!III christinechatmane4 ., Christine McEvoy, q 212-270-7505 chrfstine.c recevoy Marisol Rivera, A 212-834 2575 marisot.rivera5,_, Phyllis Thomas, A 212-270-5620 phyilis.g•thomas@': OFFICE LOCATION 'i'is CA: Los Angeles, S San Francisco CO: Denver FL Miami, Orlando IL Chicago MA: Boston NC: Charlotte TX: Dallas, Houston WA: Seattle MUNICIPAL FIXED INCOME INSTITUTIONAL TRADING Tel 917-368-2313 Brian M. Brennan, Head of Fixed Income MUNICIPAL UNDERWRITING Tel: 216-689-0382 Lori Capron Randy Burleyson Shane Kranov INSTITUTIONAL SALES John Dagher Mark Sweeney PUBLIC FINANCE Derek W. Chauveite; Group Head, Mng Dir, 216-689-0534 Fax: 216-689-8288 derek_chauvetiee@key.com w York Office Continued DEALERS & UNDERWRITERS NEW YORK New York John Muus, Mng Dir, 917-368-2389 Fax: 216-370-5697 john muisekey.com James Kim, Dir, 917-368-2242 Fax: 216-370-5697 jameski nekeycotn Neil 3imrnennan, Analyst, 917-368-2388 Fax: 216-370-5697 ne&.zimrnennanekey con Natalie Curved, Assoc, 917-368-2391 Fate 216-370-5697 nafalieeurteri@keycom CONFIDENTIAL F. Acknowledgement of Addendums We acknowledge Addendum 1 and Addendum 2 and have provided the PDF copies of them in pages below to confirm receipt. Address: 1450 Brickell Ave, 33rd Floor, Miami FL 33131 Telephone: (305) 579-9482 J P.Morgan 49 ANNIB PEREZ, CPPO Chief Procurement Officer DANIBL J. ALFONSO City Manager ADDENDUM NO. 1 RFQ No. 521381 December 2, 2015 Request for Qualifications Municipal Bond Underwriting Services TO: ALL PROSPECTIVE PROPOSERS: The following changes, additions, clarifications, anddeletions amend the IFB documents of the above captioned IFB, and shall become an integral part of the Contract Documents. Words and/or figures stricken through shall be deleted. Underscored words and/or figures shall be added. The remaining provisionsare now in effect and remain unchanged. Please note the contents herein and reflect same on the documents you have on hand. A. Please find attached the sign in sheet for the Pre -Proposal Meeting held Tuesday, December 1, 2015. B. The following is the City's response to question received from prospective Proposers: Q1. Please confirm this solicitation has been sent out to three or more firms? Al. Please refer to Attachment A for the list of the vendors that the solicitation were sent to. ALL OTHER TERMS AND CONDITIONS OF THE IFB REMAIN THE SAME, AP/yc Cc: IFB File Sincerely, Aryriie Perez, CPPO rector/Chief Procurement Page I ATTENDANCE S H VET izFP1RFQ NUMBER: RFQ 521381 - Municipal Bond Underwriting Services LOCATION: 6th FL Large Conference Room PURPOSE: Pre -Proposal Conference DATE: Tuesday, December 1, 2015 at 10:30 AM Completing this attendance sheet is optional. :::::_ / g lit i.Areu Te -rPrieS Z0P S i Se, Ali a . b (om) S 07s -I o, i� f (s- , 6(kUS FaT o i �3�, lr �t�� j G .. .1 i, ') ax?) cs-3.��i ��,' job_5eAz- r 06„ G .zr : ?"_rf1gh !6Are0 c 01111 qq 51/u Z Aye (35) SIN -,t'L t lr dec W- it&lilin 6*0 i `00 (6-A : 21-575W 27 Are., Iii2 ii, 33t tic 5 7-0f o ab6dineehoivgi-olyi 31tkuyi4t.e 7, *Pi.4l ea i F-Q tS 12.0 S ` frA r Ave/ f)v 4. t._ No) Liz-30%.1 ( 31-T 41(0— 901 ,.ava.Moo'ss.an-Q egg, Itivc-t---krii oktSSe,,- CdatatniA C. 44LT S'J 2' t' J ( ) ( ) ( ) ( ( ) ( ( ) ( ) ( ) Rev. 10/18/99 Page of ef.1 Ra S21381 ATMRE= A Sambar. rhfSitn2-01,1. fro Camtn1141.7-444.4x 4 thr ,regrawrzt 17-..v41-4 filarkeK gir atirt -11.Estitttx IrrerwriVxd liadiMMII10414= COTTIgell.4 retioirtm 47441411 WA-445 Frit.., Ag.170,17-4 - tgi„.44AC.-ZaWalAket..Feff.f!.,..4. gatat4mg.1 ft4sTraut-6,113..... R_ PAW Ft Cmirollti REAM:03 c-rmilVelY W.-7,7nRcvmart anti Cnrnown CaMr."- ASF4' Tale Request for QuEdifieations for Municipal Rend thiderwszline Services Status Active (Lathed) Time Leif 13 dears 20 hours fls "t7p.E:4-40.2bnd? msiev lathzta.Staci AdatiologEenhalEnteni frylgtemftwatatigaimcom opbmihkatEk--Arrar) rgwa 741.g..644444,40,4zoiraltwr44. #.14411.744.594:017444dIMMEgt kftleillt2t0:4141:441441S1,4g41:41 4-444444714444 4*-44,4414,444faiti t-41r44. ..ile.,.ottr4074-4.4seth47414.4ms Arlorss Fog Foe Fo0 Fort Fug 'Fun Ful Fe0 Fug AcSons lOnIsne Discussions Open De 23-Nate-2015 1700:00 Cir,Q. Date /6-Dec-201S 14:0070. 0 ir.1.111.11:11.11.11 Pretaros ,1 Newt Response Montt to.Parheipute No Response Na Response tio Response Yarr No Resoorse fin Response No Response No Response No Response Yu No Response V. No Response tio Response Na Response No Response :Yes tio Response NoResponse No Response No Response No Response No Response ResPOnSe No Response Na Respense No Response No Response No Response Get Ofeoicos 1-25 of 27 • 2 N. Rfl: 521381 ATTACI=IT A WOOPAkEu Egai tlak4 Sot. Reif ara txa ritaRsk [curb rT�e Request foe Qualifications for !municipal Rood ttndenrriing Setv+aes Slats Active (Locked) Time Left 13 days 20 hours Actions Open Date 23-Novr-201517:00:00 Clue Date 36-Dec-201514:00 0 Pimrious 2S 126-21 of 27 Nei Next intent ttPrsttinEatrot Iodine asassrons A ANNIE PEBBZ, CPPO DANIEL J. ALFONSO Chief Procurement Officer City Manager ADDENDUM NO.2 RFQ No. 521381 December 10, 2015 Request for Qualifications Municipal Bond Underwriting Services TO: ALL PROSPECTIVE PROPOSERS: The following changes, additions, clarifications, and deletions amend the RFP documents of the above captioned RFP, and shall become an integral part of the Contract Documents. Words and/or figures stricken through shall be deleted. Underscored words and/or figures shall be added. The remaining provisions are now in effect and remain unchanged. Please note the contents herein and reflect same on the documents you have on hand. Below please find questions from prospective Proposers and the City's answers to those questions received before the stipulated due date: Q1. Section 4.1.A.4.e: states, "Disclose whether your Firm has been involved in the prior trade of securities for the City of Miami? If so, please specify dates and provide detailed information concerning the services provided." Please provide clarification as to what specifically is being requested. A) Are you asking whether the Firm currently owns City of Miami bonds? B) Would you like to know whether the Firm has traded City of Miami bonds in the past In the secondary market? If so, over what time period? Al. A) Yes, the City of Miami is interested in knowing whether the prospective Proposer owns or owned any City of Miami Bonds. B) Please confirm if the Firm traded any City of Miami Bonds during the period of 2002 to present. Q2. Section 4.1.A.5.a: "Describe the Proposer's bond sales abilities with emphasis on the Proposer's institutional and/or retail distribution capabilities and ability to place Florida paper. Include in a tabular format the following (limit to three pages): 1) Number of sales personnel in Florida; 2) Number of offices in Florida; and 3) Number of offices nationally." For the number of offices in Florida and nationally, would you like to see the number of sales offices, specifically? Or the Firm's locations overall? Al. The City would like to know the Firm's overall Locations, Florida and nationally, and the number of sales offices as well. Q3. Section 4.1.A.6,d "Provide no less than a list of three (3) references within the past five (5) years for whore similar services were performed. Include the term of the contract, the compensation structures, and Include the address, phone number(s) and contact persons within the organization." What is meant by "compensation structures"- does this refer to designations, liabilities and/or underwriting spread? Addendum No, 1 July 10, 2015 RFP No. '521381 A3. The term compensation structures refers to how, when, and why the Firm was paid. ALL OTHER TERMS AND CONDITIONS OF THE RFP REMAIN THE SAME. AP:yc Cc: RFQ File Sincergly, a An `iie Perez CPPO Chief Procurement Officer Page 2 CONFIDENTIAL G. Evidence of Qualification to Conduct Business in Florida FLORIDA 'DEPARTMENT. Or STATE I l lslo oFCoI{pot tT1O\S • Detail by Entity Name Foreign Limited Liability Company 3.P. MORGAN SECURITIES LLC Filing Information Document Number M10090004087 FEi/EIN Number 13-4110995 Date Filed 09/15/2010 State DE Status ACTIVE Principal Address 383 Madison Avenue New York, NY 10179 Changed: 01114/2015 Mailing Address 383 Madison Avenue New York, NY 10179 Changed: 01 /14/2015 Registered Agent Name & Address C T CORPORATION SYSTEM 1200 SOUTH PINE ISLAND ROAD PLANTATION, FL 33324 Address: 1450 Brickell Ave, 33rd Floor, Miami FL 33131 Telephone: (305) 579-9482 J P.Morgan 56 Response to Request for Qualifications for Municipal Bond Underwriting Services RFQ #: 521381 City of Miami, Florida December 16, 2015 PNC Capital Markets LLC FEIN: 20-3719138 Primary Contacts William Hayden Managing Director 200 E. Broward Blvd. Ft. Lauderdale, FL 33301 T: (954) 745-4383 C: (917) 301-2573 F: (407) 428-3025 william.hayden@pne.com John Martinez Director 420 S. Orange Ave., Suite 300 Orlando, FL 32801 T: (407) 428-3021 C: (407) 404-0274 F: (407) 428-3025 john.martinez@pne.com (DPNC REQUIRED DISCLOSURES This section contains standard disclosures that the Public Finance Group of PNC Capital Markets LLC ("PNCCM") is required to include with presentation and/or proposal materials prepared for our clients. Municipal Advisor Disclosure PNCCM is providing the information contained in this document for discussion purposes only in anticipation of serving as an underwriter to the person to whom this document is addressed. The information provided herein is not intended to be and should not be construed as "advice" within the meaning of Section 15B of the Securities Exchange Act of' 1934, as arnended ("Exchange Act"), unless such information is provided: (i) within the scope of an underwriting of an issuance of municipal securities for which PNCCM is acting or seeking to act as underwriter, (ii) to a person that is separately advised by an independent registered municipal advisor, pursuant to the requirements of Exchange Act Rule 15Bal-1(d)(3)(vi), or (iii) in response to a written or oral request for proposals or qualifications. PNCCM is not acting as a municipal advisor, and is not subject to the fiduciary duty established in Section 15B(c)(1) of the Exchange Act, with respect to this communication or any related municipal financial product or issuance of municipal securities. PNCCM is not recommending any action to any municipal entity or obligated person and such entity should discuss any information and material contained in this communication with any and all internal or external advisors and experts that the municipal entity or obligated person deems appropriate before acting on this information or material, MSRB Rule G-17 Required Disclosure The following disclosures are required by Municipal Securities Rulentaking Board ("MSR13") Rule G-17, as PNCCM proposes to serve as an underwriter, and not as a financial advisor, municipal advisor or fidnciaiy to any person or entity, in connection with the issuance and sale of securities for the person to whom this is addressed: (i) MSRB Rule G-17 requires an underwriter to deal. fairly at all times with all persons, including both municipal issuers and investors. (ii) An underwriter's primary role is to purchase securities with a view to distribution in an arni's=length commercial transaction with an issuer; and an underwriter has financial and other interests that differ from those of such an issuer, (iii) Unlike a municipal advisor, an underwriter does not have a fiduciary duty to an issuer under the federal securities laws and is, therefore, not required by federal law to act in the best interests of that issuer without regard to its own financial or other interests. (iv) An underwriter has a duty to purchase securities from an issuer at a fair and reasonable price, but must<balauce that duty with its duty to sell those securities to investors at prices that are fair arid reasonable. (v) An underwriter will review the official statement, if any, for those securities in accordance with, and as part of, its responsibilities to investors under the federal Securities laws, as applied to the fhcts and circumstances of the transaction, Standard Disclosure PNC Capital Markets LLC ("PNCCM"), member FINRA and SIPC, is a wholly owned subsidiary of The PNC Financial Services Group, Inc. ("PNC") and affiliate of PNC Bank, National Association ("PNC Bank"). PNCCM is not a bank or thrift, but rather, it is a separate and distinct corporate entity from its bank affiliate. This document is for informational purposes only. No;part of this document may be reproduced in any manner without the prior written permission of PNCCM, Under no circumstances should it be used or considered as an offer to sell, or a solicitation of an offer to buy, any of the securities or other instruments mentioned in it. The informationcontainedherein is based on information PNCCM 4 believes to be reliable and accurate, however, no representation is being made that this document is accurate or complete and it should not be relied upon as such. Neither PNCCM nor its affiliates make any guaranty or warranty as to the accuracy'or completeness of the data sct forth herein. Opinions expressed herein are subject to change without notice. The securities or other instruments mentioned in this docunient:inay not be eligible for sale in some states or countries, or suitable for all types of investors; and their value and returns may fluctuate and/or be adversely affected by changes in exchange rates, interest rates, or other factors. PNCCM and/or its affiliates may either make a market or deal as principal in the securities mentioned in this "document, or in options or other derivative instruments based thereon. In addition, PNCCM and its affiliates, shareholders, directors, officers and/or other employees may, from time to time, have long or short positions in such securities or in options, futures or other derivative instruments based thereon. One or more directors, officers and/or employees of PNCCM or its affiliates may be a director of an issuer of securities mentioned in this document, PNCCM or its predecessors and/or affiliates may have managed or co -managed a public offering of, or acted as initial purchaser or placement agent for, a private placement of any of the securities for any issuer mentioned herein within the last three (3) years and may, from time to time, perform investment banking or other services for, or solicit investment banking or other business from, any company or issuer mentioned in this document. PNC Capital Markets is the marketing name used for investment banking and capital markets activities conducted by PNC through its subsidiaries PNC Bank and PNCCM, Securities underwriting, sales and trading services are provided by PNCCM. Foreign exchange and derivative products are obligations of PNC Bank, National Association. Public Finance Dual Pitch Disclosure PNC Public Finance is uniquely organized to provide investment banking products and capabilities offered through PNC Capital Markets LLC and corporate banking products and capabilities offered through PNC Bank National Association. This organization allows the group to deliver a full platform of Public Finance services related to both bond underwriting and bank credit in a coordinated coverage model. Relationship managers and capital markets' bankers work together to provide comprehensive client solutions customized to meet clients' specific needs. For financing that may involve bank credit or bond underwriting or both, we begin by evaluating the opportunities available in each market. To the extent the information in this proposal relates to the primary offering of municipal securities, this information is being provided solely by PNC Capital Markets LLC. ii PNC TABLE OF CONTENTS Table of Contents 1. Cover Page 2. Table of Contents 3. Executive Summary 4. Proposer's Overall Qualifications and Experience a) b) c) d) e) 5. Proposer's Ability to Underwrite Capacity Bonds a-1) a-2) Page 1 5 5 c) 7 d) 7 e) 8 6. Qualifications and Experience of Personnel 10 a) 10 b) 13 c) 13 d) 14 e) 14 f) 18 7. Understanding of City 22 a) 22 b) 25 8. Description of the Approach to Providing Services Requested in the e Solicitation 25 9. Trade Secrets 27 Appendix 28 A. Affidavit of Proposer's Declaration of Compliance 29 B. Certification Statement and Certifications 30 C. Red Book Listing 31 D. Form G-37 32 E. State of Florida Certificate of Good Standing 33 PNC EXECUTIVE SUMMARY December 16, 2015 City of Miami — City Clerk 3500 Pan American Drive Miami, FL 33133 Re: Request for Qualifications for Municipal Bond Underwriting Services On behalf of PNC Capital Markets LLC ("PNCCM") and our corporate parent, The PNC Financial Services Group, Inc. ("PNC"), we would like to thank you for the opportunity to submit our proposal to provide senior bond underwriting services to the City of Miami (the "City"). PNC is a publicly traded (NYSE: PNC) organization that currently ranks as the seventh largest U.S. based commercial bank, with total assets of approximately $353 billion and a current market capitalization in excess of $42 billion. PNC is a diversified financial services company providing capital markets, depository, lending, cash management and investment management services to approximately 6.6 million customers at 2,700 branches located throughout a 19- state footprint and the District of Columbia. PNC has provided financial services for more than 150 years and currently employs over 53,500 people throughout the United States and abroad. PNC's diverse product platform, comprehensive capabilities, and significant experience allow us to provide the City with the full spectrum of investment banking and bond underwriting services. Every aspect of the PNC platform is fully aligned. towards providing the City with superior service. We believe our extensive underwriting experience, finance team, strong distribution capabilities, commitment to the State, and knowledge of the City qualify our firm to serve as a senior manager for the City's upcoming debt offerings. Our proposal highlights the following key strengths: PNC QUALIFICATIONS. PNC brings to the City of Miami one of the most experienced public finance teams in the industry. In 2014, PNCCM ranked among the top senior managers for municipal underwriting, and served as underwriter on 308 transactions totaling over $24 billion in aggregate par, including 134 transactions as senior manager for $3.4 billion in aggregate par. The Firm has managed 29 transactions totaling $2.8 billion in the state of Florida (the "State") since 2014. PNCCM has bid on 51 competitive transactions in the State totaling over $6.4 billion during that time period. EXPERIENCED FINANCE TEAM. PNC boasts an experienced and diverse finance team that will serve the City. Industry veteran, William Hayden, who joined PNCCM in 2014, brings over 35 years of public finance investment banking experience to the City. He has served as lead banker and executed over 100 municipal transactions totaling billions of dollars throughout his career, including numerous transactions for issuers in Florida. Sharing the coverage responsibilities with Mr. Hayden is John Martinez, who joined PNCCM in 2013 to help start the public finance capital markets practice in the State augmenting the firm's existing commercial banking activities. His background as a lawyer and former Orange County Commissioner bring a unique local perspective to the Firm's expertise. Joining Mr. Hayden and Mr. Martinez is a substantial and capable team with nationally recognized expertise working on large, complex transactions, BALANCE SHEET STRENGTH AND WILLINGNESS TO COMMIT CAPITAL. Based upon regulatory limitations and PNCCM's excess net capital position as of October 31, 2015, PNCCM could underwrite and hold, in inventory, up to $5.2 billion in par, with a funding line in excess of $1 billion with PNC Bank: Our goal in every financing is to place bonds with investors initially; however, if volatile market conditions diminish the level of investor demand, PNCCM is committed to stepping up and deploying capital to support the City of Miami's transactions. PNCCM takes a multi -faceted approach to securing the lowest possible interest rates on behalf of our issuer clients. PNCCM's institutional fixed income distribution network of sales professionals actively covers the full spectrum of institutional accounts. In addition, to maximize our retail distribution, PNCCM utilizes the services of our affiliate, PNC Investments LLC ("PNCI"), to market and distribute bonds through the PNCI retail network spanning all 50 states and the District of Columbia. The combination of PNCCM and PNCI's distribution network provides coverage 1 GPNC of large, medium, and small institutions, high net worth investors, and traditional retail customers. PNCCM's high level of underwriting activity generates superior market intelligence and, as a result, accurate pricing guidance for our clients' transactions. PNC IS A STRONG FINANCIAL PARTNER. PNC's financial strength is bolstered by the Federal Reserve's stress test results. As shown, PNC Bank has the financial strength to weather significant market and economic turmoil and in fact is better positioned to handle economic turmoil similar to the events of 2007 and 2008 than our competitors who have a significant presence in the municipal finance arena. Projeoted Minimum Tier 1 Common Ratio in the Severely Adverse Scenario (2014 (At 2016 Q4) 0.0% 0.0% o 0.0% 0 0.0% - Banko(Americo CI Morrill Lynch Minimum Requlree Rahn Fifth -... Third .-.._...-.. a.. ... Ma Ste ....-._...P . . ._ -.... b& o wIllot IncOoltln+on5 eh98 JPMicsL Ma Ste PNC Flnonciel Wtill9 FargoB Co eecl,lllazlCo aecUrlBns LLC US. aanka• Servlcas Ofore lnv srroa�a.p.smi�.lcne°r.. sy�w oe.rxw r�c+a�l N.u.a"a's rw �a aaw:,budi :"d'xntiva. rsacO.Nm:.nW H«a.,e. mema"s) UNDERSTANDING OF THE CITY. PNC is currently a partner with the City and, as a full -service financial institution, has shown support in a number of capacities. As such, PNC is very familiar with the City's financial, economic and political landscape, and its key stakeholders. In 2014, the City solicited proposals from banks to refund the Series 2002A and 2002C Special Obligation Bonds. PNC Bank was the only respondent to this request, and subsequently closed a 12-year, $18 million bank loan with the City. At the time, the City's credit rating was a 4G (A2/BBB/BBB-), but PNC was comfortable with the direction the City was going and valued the relationship. Additionally, in early 2015, PNC Equipment Finance ("PNCEF") responded to a request from the City by offering a $32 million lease transaction for police vehicles. While PNCEF's proposal was not ultimately chosen due to limitations on the tenor, PNC was pleased to show the City support. PNC has also offered an additional $10 million to refund the City's Series 2002 Bonds. In addition, PNC's Public Finance commercial bankers and investment bankers have had multiple meetings with the City over the past year to continue the relationship and provide ideas, market updates and to gain insight as to the City's needs. The PNC finance team for the City of Miami is excited to utilize its considerable resources and relevant knowledge to further help the City continue its many successes. INVESTMENT IN FLORIDA. PNC has over 2,600 employees in roughly 200 offices and branches across the State. The Firm has Public Finance offices in Ft. Lauderdale, Orlando and Ft. Myers. In addition, PNC is an active partner, providing funding and leadership to organizations that enrich and support the region, including contributing over $2.5 million to charitable organizations throughout the State. Thank you for the opportunity to respond to your request for qualifications. We look forward to the opportunity to serve the City on its upcoming debt offerings. William Hayden Managing Director 200 E. Broward Blvd. Ft. Lauderdale, FL 33301 T: (954) 745-4383 C: (917) 301-2573 F: (407) 428-3025 william.hayden@pnc.com Senior Transaction Banker yocktl John Martinez Director 420 S. Orange Ave., Suite 300 Orlando, FL 32801 T: (407) 428-3021 C: (407) 404-0274 F: (407) 428-3025 john.martinez@pnc.com Day -to -Day Contact 2 4DPNC 4. PROPOSER'S OVERALL QUALIFICATIONS AND EXPERIENCE a) Proposer shall satisfy each of the minimum requirements listed under Section 2.9, Proposer's Minimum Qualifications, of the RFQ. Proposer must also submit an affidavit of Proposers declaration of compliance to the Minimum Requirements and Pre -Requisites as stated in Section 2.9; Please refer to Appendix A for PNCCM's Affidavit of Proposer's Declaration of Compliance. b) Describe your firm's underwriting practice as related to public finance. Compare public finance staffing in you (3) years ago and that of today; firm three Firm Background. PNC Capital Markets LLC ("PNCCM") is a limited liability company organized in the Commonwealth _ of Pennsylvania. PNCCM is an indirect wholly -owned subsidiary of the PNC Financial Services Group ("PNC"). PNCCM is PNC's designated provider of investment banking services for state and local governments and their instrumentalities, school districts, municipal utilities, higher education institutions, healthcare providers, and other 501(c)(3) organizations. PNCCM is a full service, FINRA registered broker -dealer. Our Public Finance Group concentrates on the origination of negotiated underwritings and the marketing and distribution of municipal securities. PNC has raised capital and provided underwriting, investment banking and financial advisory services in over 11,400 municipal transactions since 1981, representing over $339 billion in municipal securities. Since 2009, PNCCM has senior or sole managed over 1,250 issues for a total par in excess of $23 billion. PNC has approximately 2,700 branches across our 19-state footprint and the District of Columbia. In addition, PNC employs approximately 55,000 individuals in the U.S. and abroad and is headquartered in Pittsburgh, PA. Public Finance Investment Banking (PNCCM) • 41 personnel in 12 offices Committed to comprehensive coverage with a diverse set of products and insightful analysis of credit, structuring, and market issues ■ Coverage of nearly every type of municipal entity • Continued success with high profile Issuers Municipal Capital Markets (PNCCM) • New issue bond / note underwriting • Full platform of derivative products • Fixed income sales • Strong balance sheet and municipal underwriting capacity of $5.28 billion Public Finance Banking (eNc Bank) • 44 personnel across the footprint a Lending / credit products • Treasury Management • Leasing / Equipment Finance • Over $27 billion In credit commitments to public finance and healthcare clients • Additionally, 44 people engaged in public finance and healthcare credit underwriting and commitment • Approximately 3,000 public finance and healthcare clients Public Finance Offices ingi Non -Footprint -Stales ea Ilffilna Pubes finance Coverage 41 Public Finance Capital Markets / Banking Ofricea PNCCU/PNCs U Pak Finance Capital Markets Offices PNCCId Puffing Finance Banking Offices PNCBan6 Firm's Organizational Structure. PNC's Public Finance Group is configured in a fully -integrated organizational structure, a cornerstone to its value add proposition. PNCCM's investment bankers and PNC's relationship managers both report to the head of PNC's Public Finance Group. This integrated structure distinguishes PNCCM and PNC Bank from most traditional broker/dealers and commercial banks, and allows PNC to provide a deeper lender's perspective on all engagements. PNC's Commitment to Public Finance. The Public Finance business is an important part of PNC. In contrast to many firms that have cut personnel, curtailed public finance operations or have exited the business entirely, PNC continues to prudently add professionals and capabilities. The public finance units of PNCCM and PNC Bank currently employ over 130 dedicated banking professionals who offer capital markets, commercial bank and risk management products and services to provide our clients with a true full service banking relationship. Over the past 3 years, we have bolstered our public finance team with over 20 new individuals all contributing to our geographic coverage and increasing our market expertise. In 2014 and 2015 alone, PNCCM hired eleven public finance professionals with an average of 18 years of experience in the municipal finance industry. Going forward, PNCCM expects to grow public finance resources in a manner that is commensurate with the overall expansion and market growth of PNC. 3 €PNC PNC Finance Team for the City of Miami. PNC offers a fully dedicated finance team consisting of seasoned banking and underwriting professionals with extensive experience structuring and marketing municipal transactions throughout the nation. PNC's Public Finance Group is configured in a unique way with PNCCM's investment bankers and PNC Bank's relationship managers both reporting to the head of PNC's Public Finance Group, Rob Dailey. This will deliver a highly integrated platform of banking capabilities to the City of Miami. PNC Public Finance is Growing and Investing in Highly Experienced People. Head of Public Finance Public Finance Investment Banking 2012 2013 ✓ Enhanced technological capabilities with Pittsburgh Mre ✓ Expanded Chicago office with two professionals to cover IL, Wland MO ✓ Expanded capabilities in Southeast and opened Florida office ✓; xpandedhig educationn coosrd ✓ Hired senior profehwithin ✓ Hired two pOfesslobais professionals for professional for debt i P strategies East region coverage of government and higher education Issuers PNCCM bee strategically expanded Hs public finance capabilities and geographic coverage #o better serve our clients, PNC Capital Markets LLC New Issue Bond Underwriting • Long Term Bonds o Short Term Notes . Floating Rate Notes (FRNs) VRDB / CP Remarketing • Private Placements 2014 Coorrinated coverage to deliver a 2015 V Hired Tom Kozlik as Municipal Strategist and Managing Director ✓ Added an additional individual for transportation coverage .,_Added a ..,,. rranspertation banker. ✓ Expanded the healthcare team with the addition of a senior professional in Chicago Public Finance Banking PNC Bank, N.A, Loans / Meet Purchases . Construction / Draw Facilities . Letters of Credit/ SBPAs Lines of Credit n Leasing / Equipment Finance » Treasury Management I markets and bank solutions, 711I1 Uu\Dlktte YNclitre>Oes Wit ti IwnF:era foroh4n oi. TIIBtte\P d0f1M Technical Capabilities. PNCCM focuses on delivering optiinal solutions, innovative ideas and superior service by hiring, training, developing and promoting experienced state-of-the-art analytical and quantitative talent. The Firm has invested in a technical corps that possess first-rate quantitative capabilities, providing the solid foundation for building a "great business" by way of long-term value added client relationships. Our investment involves hard work and setting a standard of excellence in all of our public finance banking and analytical teams by instilling an operating model that ensures high -quality, flawless work on business development, deal execution and follow up, post -deal service. PNCCM formed the Technical Resources Group ("TRG"), which is unique among our competitors. TRG consists of PNCCM's leading quantitative Director and Managing Director -level investment bankers from each of the primary business segments of our public finance business. TRG's primary functions are to provide dedicated guidance, oversight, collaboration and brain -storming resources regarding our analytical approaches, deal structuring techniques and quality control for each of the bond underwriting engagements across the entire PNCCM footprint. Heightened Importance of Disclosure. With heightened investor and regualtory focus on continuing disclosure compliance within the municipal securities industry, including the investor community, it is prudent for issuers to review their compliance with existing continuing disclosure requirements and to take corrective action where necessary for any filing oversight or lapse prior to marketing any new issue of bonds. As such, the importance of conducting the proper due diligence prior to the marketing of a new issue to potential investors cannot be overstated. PNCCM will assist the financing team in this regard, as needed. Investor confindence in the quality and depth of disclosure aids increasing the breadth of investor demand. For any new issue, maximizing the universe of potential buyers is critical in obtaining the lowest yield possible. 4 PNC c) Disclosure by the underwriter of any conflicts of interest, as stated in MSRB Rule G-17, including finder's fees, fee splitting, or other contractual arrangements of the firm that could present a real or perceived conflict of interest. Additionally, the firm should disclose if there are any pending investigations of the firm or enforcement or disciplinary actions imposed on the firm within the past three (3) years by the Security Exchange Commission (SEC) or other regulatory bodies; Conflicts of Interest Disclosure. After careful review and to the best of our knowledge, PNCCM has no existing or potential real or perceived conflicts of interest, including finder's fees, fee splitting or any other contractual arrangements. Pursuant to MSRB Rule G-38, PNCCM has not retained a firm or individuals, other than full-time employees of PNCCM, to assist in any manner with the underwriting appointment contemplated herein. Please see footnote 21, "Legal Proceedings," to the audited financial statements of PNCCM for the year ended December 31, 2014, which were filed with the Securities and Exchange Commission on March 2, 2015. In addition to the proceedings or other matters described therein, PNCCM, in the normal course of business, may be subject to various other legal proceedings, including regulatory and other inquiries, investigations and subpoenas, in which claims for monetary damages and other relief may be asserted. PNCCM does not anticipate, at the present time, that the ultimate aggregate liability, if any, arising out of such other legal proceedings will have a material adverse effect on its financial position. d) Certify the Proposer's Excess Net Capital position as of September 30, 2014 to date; and Below please find PNCCM's net capital statistics as of October 31, 2015: Total Equity Total Firm Capital Capital Net Capital Max amount of unsold Excess Net bonds that PNCCM could Capital underwrite and hold in inventory* $457,354,121 $457,354,121 $369,879,761 $369,629,761 Total assets $5,280,425,157 $1,498,541,021 * Capital figures are based on the assumption that, at the time of the underwriting, all capital is allocated toward the underwriting of municipal securities at a maximum haircut of 7%. PNC is a Strong Financial Partner. This financial strength is bolstered by the Federal Reserve's stress test results. As shown below, PNC Bank has the financial strength to weather significant market and economic turmoil and in fact is better positioned to handle economic turmoil similar to the events of 2007 and 2008 than our competitors who have a significant presence in the municipal finance arena. Stress Ratio with original Planned Capital Actions Projected Minimum Tier 1 Common Ratio in the Severely Adverse Scenario (2014 Q4 to 2016 Q4) 8.0% 0.0 % 7,0 6.0 5.0 4.0e/ 3,0 2.0% 1.0% 0.0 % .... Bank of America Menill Lynch • Minimum Required Ratio Old Fifth Third Goldman Sachs & J P Morgan Morgan Stanley PNC Financial Wells Fargo & Co Securities Inc Co Securities LLC U.S. Banks* Services Group Inc "Includes only WNlicly traded U.S. banks Who ere snag the top 15 nunlolpal bond underwriters for negefieled Issuance (Sauce: Securities Dale Corporation ("SDC"), Beds: True RoonoMcs to Buokrunner) Source: The Board of Governors of the Federal Reserve SysleMs °Conp,ehenslve Capital Analysis and ReeleW 2015: Assessment Framework and Results" 5 PN e) Disclose whether your Firm has been involved in the prior trade of securities for the City of Miami? If so, please specify dates and provide detailed information concerning the services provided. On a principal or proprietary basis, PNCCM has not traded any City of Miami bonds spanning the required time for record keeping. However, the Firm has actively traded Florida municipal bonds over the past decade. Since 2004, PNCCM has made over 1,000 trades of 151 different Florida issuers, totaling $858 million in par value. 5. PROPOSER'S ABILITY TO UNDERWRITE CAPACITY BONDS a) Describe the Proposer's bond sales abilities with emphasis on the Proposer's institutional and/or retail distribution capabilities and ability to place Florida paper. Include in a tabular format the following (limit to three pages): 1) Number of sales personnel in Florida; 2) Number of offices in Florida; 3) Number of offices nationally. Unique Distribution Channels. In addition to covering the Tier I and Tier II accounts, PNCCM's philosophy of actively covering the Tier III and IV investors is unique in comparison to other underwriters. The focus on middle - market and smaller investors differentiates PNCCM from many larger firms in the public finance space that solely dedicate their coverage to large institutional accounts. PNCCM's active coverage of all the different municipal investors offers substantial depth for the distribution of municipal securities. By expanding the potential investor base and creating demand from a diverse set of investors during a bond sale, PNCCM can often deliver a more favorable financing outcome. Retail Distribution Capabilities. PNCCM works with its affiliate, PNC Investments LLC ("PNCI"), to market and distribute bonds through the PNCI retail network, which consists of over 600 retail registered representatives nationwide. Through PNCI, PNCCM offers retail distribution capabilities throughout 19 states and the District of Columbia. PNCI' s sales representatives, working with PNCCM's retail trading group, will assist interested investors with the selection and purchase of bonds. In recent years, traditional retail investors (Le. "mom and pop") have shifted their holdings into investment proxies from direct asset purchases. Data from the Federal Reserve Board demonstrate that the holdings of municipals by individual investors have declined while mutual funds and bank investments have increased (please see the graphs below). Drivers for this trend include negative credit headlines (Puerto Rico, Detroit, etc.) as well as the very low and unattractive interest rate environment. As a result, individual retail has turned to professionals to manage credit and interest rate risk. In the current environment, retail will be delivered through trust departments, registered investment advisors, and mutual funds, rather than through individuals. PNCCM believes there certainly is a role for retail distribution in a client financing. However, retail priorities should be structured and implemented in the context of the interest rate environment, market dynamics, and the new regulatory / fair dealing considerations. Municipal holdings by households have decreased... 94,000 60,600 00,000 $2,600 $2.000 $1,800 S1,000 9600 —Total Market ousaho1ds—U.S. Banks w-Mutual Funds bn Total Municipal Debt Households SO T 2008 2007 2009 2011 2013 2016" ...as mutual funds and U.S. banks play a larger role. 00% 80% 40% 00 % 20% 10% --Households. -U.e. Banks --Mutual Fund sowce_ Federa,Reserve Boa... FlnaxlelAccountso/IO. Un820 Steles • Flow of Funds. BalanceSheelsen0tnt ggtedMacroecammb Accounts, Second OVarteI2015- TableL.212Municipel Sxvnlio, 02 eamd September10.2015. Billrons olbollers; amounlsoulslentli,g etlhee0dofthe pedal, no seasonally adusled • Prellminerylipurazror-2015ara as0/June 50.2016 Florida Distribution. PNCCM will work with its affiliate, PNC Investments LLC ("PNCI"), to market and distribute bonds through the PNCI retail network. PNCI has Registered Retail Brokers authorized to market securities in all 50 states and the District of Columbia. The value of municipal retail assets totals over $1 billion. PNCI lists 501 retail personnel authorized to sell in the state of Florida working out of 193 retail branches, covering over 11,000 active accounts statewide. 6 e.PNC PNCI Sales Personnel and Offices Offices l t1 lattda Offices Natio- ally_LI 193 - 2662.,_�_... • 1 Sa1dsPersonnel inFlorida 501 With PNC's continued expansion of its presence nationally, additional growth is occurring with expanding access to retail investors. PNCI's sales representatives, working with PNCCM's retail trading group, will assist interested investors with the selection and purchase of the City's bonds, In addition, retail financial representatives will execute telephone orders utilizing a dedicated toll -free phone number. Pre -sale marketing tools focused upon retail investors will include: pre -sale print announcements, individual investor mailings and local broker availability. Extensive Wealth Management Network. As one of the nation's largest wealth managers, PNC Wealth Management ("PNCWM") has over $84 billion in assets under management, and more than 160 years of money management experience. PNCWM serves clients from offices in 17 states and the District of Columbia, including seven offices in Florida. PNCCM will leverage this vast network of private wealth clients in support of marketing and distributing the City's municipal bonds. b) For each of calendar years 2012, 2013 and 2014 and in tabular format, set forth the total number of municipal bond transactions the Proposer has served as Senior Manager and the total par amount involved (limit to one page); PNCCM served as sole or senior manager on 474 transactions between 2012 and 2014, totaling over $8.49 billion in par amount. PNCCM Senior -Mann ed Transactions" _ dear : 0 Nwnbei of1ians ction Tocal_ I$atAmoirnt($b00 2014 134 3,395,300 2013 138 2,031,500 2012 202 3,008,100 *True economics to each senior manager Additionally, the Firm has served as sole or senior manager on 160 transactions to date in 2015, totaling over $2.9 billion in par amount. c) For each of calendar years 2012, 2013 and 2014 and in tabular format, set forth the total number of municipal bond transactions the Proposer has served as Co -Manager and the total par amount involved (limit to one page); PNCCM served as co -manager on 559 transactions between 2012 and 2014, totaling over $58 billion in par amount. PNCCM Co -Mann ed Transactions* Ntinrber ofTransactioi1 ...,� �174� W 178 207 gar AinottrMt ($00�) 2013 2012 *Full to each co -manager 20,742,000 20,656,000 16,815,000 Additionally, the Firm has served as co -manager on 191 transactions to date in 2015, totaling over $19 billion in par amount. d) Provide information related to the Proposer's capitalization, as follows: A table that reflects the most recent available data (include date) for the Proposer's total capital and excess net (uncommitted) capital; and Total Equity Capital Total Firm Capital Net Capital $457,354,121 $457,354,121 $369,879,761 Max amount of unsold Excess Net bonds that PNCCM Capital could underwrite and hold in inventory* $369,629,761 $5,280,425,157 Total assets $1,498,541,021 e) Describe Proposers access to sources of current market information to provide bond pricing data before, during and after the sale. PNCCM's technical capabilities are amongst the most advanced in the public finance marketplace and are fully utilized to provide clients with access to current market information throughought the entire underwriting process. PNCCM rigorously monitors the municipal market, continually strengthening its analytical capabilities with emerging technologies and resources available to its clients. A wide array of internal andexternal resources are employed to conduct historical analysis, real-time event monitoring, and market forecasting. Municipal Analytics Group. PNCCM has a multitude of internal and external resources at its disposal to facilitate the successful pricing of bond transactions. The Municipal Analytics Group ("MAG") utilizes proprietary modeling to conduct spread, trend, and forecast analyses. In close coordination with the institutional sales force, MAG leverages a variety of information sources to obtain market data, credit trends, and investor buying patterns. The analytical approach to pricing and selling bonds to a broad investor base benefits clients by obtaining a very competitive cost of capital. Led by the municipal trading desk, MAG is centrally monitored and managed allowing for nimble reactions to market developments and prompt responses to client requests. MAG activities include: Investor Data Deity Market Update Credit Spread Analysis Daily Market Update: Snapshot of the current municipal and Treasury markets, relative value analysis, tax-exempt market supply, and money market / bond fund cash flows. Historical Analysis: Historical review of comparable credit spreads for both tax-exempt and taxable fixed rate transactions. This data is utilized to provide pricing guidance for current and future transactions given the credit profile of a particular borrower and bond structure. Bondholder Analysis: As a hallmark of PNCCM's approach to marketing and distributing a client's issue, PNCCM provides research regarding an issuer's current investor base compared to bondholders of a peer group and similar credit structures. As part of its comprehensive marketing plan for the City, PNCCM will develop a strategic marketing plan to potential investors based upon the following: Ida ntityAnoh or Investors •Tar§o1fng insfriutfohaf nwstors ttal haw approved th OEiy's eredil oh p10lQu$ ftSti .adtIAH6 �a0des a valuably ,tmye brio` for 0llew Is0ue, L�uLrdnl irvstdrs�ofttsedrd`dltoreaYgeted to osoFrtaln their Interest in adding to tl $ posit1'o15 • Cbht4' aatlbnS and'9Atlw engayem'sht vnth oyfitenf HolderstDlrontiytiswfif gne9S_ acid= apidltyt8 fn0Fease iheh hdldings 15 s crliTbai, Target Potential Investors • Investors that do not currently oval the City's credit but own similar Issues are Identified and contacted about the proposed issuance, • Additional focus Is placed on state specific bond funds with Investment mandates to purchase bonds from Florida Issuers, • PNCCM's sales and trading actively participates In the secondary market by providing market Intelligence and liquidity to investors, aY. Ixe�n.ry A. •o> ai. ___„ ___ c.e axe ,.jam wm�:wx n°i Targeted investor marketing has proven successful for PNCCM in achieving diverse and robust distribution of municipal securities for large and frequent municipal issuers. The goal is to broaden the investor base, which results in greater demand and liquidity and also improves the marketability of future issues. As an example of successfully implementing this marketing practice while serving as senior manager, PNCCM was able to identify and place bonds with 18 new investors for the City of Chicago's 2n'' Lien Water Revenue Bonds, Project Series 2014. This is particularly notable given the size and frequency of this client's historical financing program. PNCCM built a book over the formal order period that consisted of 130 institutional accounts, including 18 institutional investors that were new to the Chicago Water credit who put in orders totaling over $740 million. Prior to pricing. In coordination and consultation with the City's Financial Advisor, PNCCM will present our thoughts and recommendations to the City based on the structure of the deal and current market conditions, but the ultimate decisions, of course, will come from the City. Senior underwriting professionals will be available at all times to provide insight on market environment, pricing, and deal timing, and to answer any questions the City may have. We will conduct market update calls, provide pricing estimates, and describe new or interesting trends for the City on a regular basis. In coordination and consultation with the City's financial advisor, PNCCM will assist in the creation of investor presentations and conducting investor roadshows. Additionally our firm will compile a pre- 8 pricing book to provide the City with up-to-the-minute market data, comparable transaction pricing, supply calendars, and pricing views. The City's transaction will be the top priority of our firm. Our finance team will be actively involved in all aspects of the deal process. During Pricing. PNCCM utilizes a formal Municipal Analytics Group within Municipal Sales & Trading to effectively extract value from market data. The Municipal Analytics Group, led by Matt Schiavi overseen by Shahin Zandfard, is centrally monitored and managed by the trading desk, allowing for nimble reactions to market developments and prompt responses to client requests. PNCCM's active participation in the market provides extensive first-hand knowledge and experience. While marketing new issue pricings, dialogue is maintained between the institutional salesforce and buyers, providing valuable feedback of current market dynamics. Also gained from these discussions is insight into customer rate expectations, cash availability, and specific credit views. PNCCM regularly participates in the competitive new issue market, which offers access to customer buying trends and the perceived rate movements of the dealer community. After the Sale. As senior managing underwriter to the City, we will also provide the City with superior post -pricing support. Our firm produces a Final Pricing Analysis ("FPA") for every transaction that we senior manage. The FPA provides a complete, detailed market context for the bonds. The FPA reviews comparable transaction pricing, benchmark yields, and market trends. In addition, we provide detail on relevant, economic releases, secondary market activity, and a summary of all issue -specific information (amortization, sources and uses, etc.). Our goal is to provide our clients with the most information prior to, during, and after pricing in a timely and efficient manner. What This Means for the City of Miami. PNCCM has dedicated a highly experienced quantitative analytical team to the City. The individuals within this team have deep backgrounds in complex revenue bond financings, public power and in developing optimized solutions for capital intensive, sophisticated issuers such as the City. PNCCM's assigned team can provide the City with regular refunding analyses, structuring alternatives, remarketing insights, debt capacity analyses, municipal market updates, the City's and peer group bondholder analysis and strategies, secondary market trading information and investor outreach strategies. PNCCM's active participation in the market provides extensive first-hand knowledge and experience. While marketing new issue pricings, dialogue is maintained between the institutional salesforce and buyers, providing valuable feedback of current market dynamics. Also gained from these discussions is insight into customer rate expectations, cash availability, and specific credit views. PNCCM regularly participates in the competitive new issue market, which offers access to customer buying trends and the perceived rate movements of the dealer community. Through active trading and bidding in the secondary market, the desk is able to track real-time movements in credit spreads. A successful underwriting provides the client with the best pricing execution possible given the prevailing market conditions. Success is the culmination of tailored market/pricing transparency, expectation management, extensive client marketing efforts, and market expertise. In a pricing, the majority of bonds should be placed in "end -buyer" accounts, with PNCCM leveraging its balance sheet to support the unsold balances. During the order period, no maturities should be significantly oversubscribed with orders. The quality of the orders is also important; orders from a diverse, "going -away" account base are preferred. Ultimately, PNCCM's goal is to achieve the lowest cost of issuance for the City while helping maintain and grow its investor base in the long run. (DPNC 6. QUALIFICATIONS AND EXPERIENCE OF PERSONNEL a) Provide resumes of each public finance professional that will be assigned to the Engagement. Describe the role of each in, and level of commitment to, the Engagement as well as their experience with municipal clients (limit to one page per professional); John Martinez and William Hayden will serve as the primary contacts for PNCCM's coverage of the City, providing the day-to-day coverage and senior execution oversight, respectively. Please find below a summary of the City of Miami Team for PNC. Team IVIcrhber PNC II au.Q1'Iublic Fin Robert Dailey PNC Public Finance - City of Miami Team Role 4tnu trtlal B nitrna and C,apit1111$1 Executive Oversight tisfaC4filtitt14440s,1Ac Tuvea John Martinez William Hayden eft *OW' Senior Banker/ (Day -to -Day) Senior Banker/ (Senior Execution) Location 1New York, NY Orlando, FL Ft. Lauderdale, FL & New York, NY ei1IC .pet lend 28 5 37 3 3 c Matt Roggenburg Lawrence Stephens James Lanham Lance Munger PNC Canitat 111arltets 1,LQ$0 Shahin Zandfard Mark DeNick Robert Leppert Head of Growth Markets and Debt Strategist Quantitative Expertise Governmental Perspective/ Quantitative Expertise Analy+tics and Support (City of Miami FL) st Pradiiig and tlnderw xting„ :. , Head of Municipal Underwriting, Sales, & Trading Municipal Trader Manager Municipal Sales Manager PNG Bank, N.A; Itclhq`�tsh�p iVatAgi Nicholas Ayotte Vice President 1)610tives Product Speeiahst Kyle Patino Derivatives Specialist Brief resumes for each team member are below: PNCCM INVESTMENT BANKERS John Martinez - Director 0: 407.428.3021 c: 407.404.0274 john.martinez@pnc.com Charlotte, NC New York, NY Philadelphia, PA Philadelphia, PA Philadelphia, PA Philadelphia, PA Philadelphia, PA Fort Myers, FL 'Philadelphia, PA 31 17 8 2 31 13 24 10 15 2 <1 <1 2 22 11 16 5 12 John Martinez serves as PNCCM's local Florida coverage banker. He handles bond underwriting transactions for local governments, school districts, authorities and quasi -governmental entities throughout the state. Recent clients include the Canaveral Port Authority, Osceola and Sarasota Counties, the City of Pembroke Pines, the City of Cape Coral, the Greater Orlando Aviation Authority and the School Boards of Miami -Dade, Hillsborough and Broward Counties, among many others. Prior to joining PNC in 2013, he co-founded Benchmark Securities, LLC, and served as Vice President at Gardnyr Michael Capital, Inc. He also served from 2011-2012 on the Orange County Commission, where he made policy decisions affecting 1.2 million residents and a $3.2 billion budget. Prior to his career in finance, he served as an attorney with the Lowndes law firm in Orlando handling real estate, land use and complex litigation matters. Mr. Martinez received a BA in History from Wake Forest University and a JD from Florida State University College of Law. He holds the Series 7, 24, 53, 63 and 99 FINRA licenses and is a member of the Florida Bar Association.Mr. Martinez will share joint responsibility as the primary representative for the coverage of all of the City's transactions for PNCCM. As the day-to-day banker, he will be available for any needs the City's staff, officials and financial advisors may have throughout the duration of the term of the contract. William Hayden - Managing Director 0: 212.752.6104 c: 917.301.2573 william.hayden@pnc.com Mr. Hayden serves as a Managing Director covering Florida and parts of the Northeast. He is in his 37th year in public finance and has served as senior manager and executed over 100 tax-exempt and taxable municipal bond transactions over the course of his career. He has completed all types of financings, credit strategies, and marketing programs for many states and cities across the country including, but not limited to, the states of Wyoming, Montana, Georgia, Connecticut, Oregon, New York, the District of Columbia, New York City, the City of Philadelphia, the City of Houston, the City of Atlanta, the City of Miami and Broward County. He has been the senior banker for major 10 PNC international airports on the east coast including Bradley -Hartford, Hartsfield/Jackson-Atlanta, Fort Lauderdale/Hollywood, LaGuardia, JFK and Newark. He has completed financings for American Airlines. He also served as a senior banker for the U.S.T.A in the financing of Arthur Ash Stadium. Mr. Hayden has significant experience completing financings for education clients, including servings as senior manager on a $1 billion transaction for the NY State Dormitory Authority (DASNY). He served for 20 years as a trustee of the New School University, including the Parsons School of Design where he served on the Audit and Financial Committees. He handled the $400 million tax-exempt financing for the University's new main building on Fifth Avenue in New York City. During his tenure as a trustee of New York Law School, he served on the Development Committee and was involved in the school's newly constructed building in Lower Manhattan. He presently serves on the President's Advisory Group at the University of Massachusetts — Dartmouth where he has received an Honorary Doctorate Degree. Prior to joining PNC in 2014, Mr. Hayden previously worked as a Managing director at J.P Morgan for six years, as a partner at Bear Stearns for over 20 years and as a Senior Managing Director at First Boston. Mr. Hayden is a graduate of the University of Massachusetts at Dartmouth, holds a JD from the New England School of Law in Boston and has an Honorary Doctorate from the University of Massachusetts. He holds the Series 7, 24, 53 and 63 licensees. Matthew Roggenburg - Managing Director 704.551.3019 matthew.roggenburg@pnc.com Matthew Roggenburg will provide analytical expertise in the development of all proposed financings and innovative restructurings for the City. He brings over 30 years of experience at the forefront of municipal industry innovation across capital markets banking, derivatives and credit enhancement. He joined PNC from his own financial advisory practice, and has held senior municipal management positions at Goldman Sachs, UBS and JP Morgan. He chaired SIFMA's Municipal Financial Products Committee, advised the Government Accounting Standards Board (GASB) regarding derivative accounting and disclosure issues, and served as a member of the MSRB's Municipal Advisor Professional Qualifications Committee. Mr. Roggenburg earned his Bachelor of Science in Economics, with finance concentration, at The Wharton School of the University of Pennsylvania. He holds the Series 52, 53 and 63 FINRA licenses. Mr. Roggenburg will provide analytical expertise in the development of all proposed financings and innovative restructurings for the City, and will provide senior oversight of all investment banking activity. James Lanham — Director 215.585.1085 james.lanham@pnc.com Mr. Lanham recently joined PNC Capital Markets LLC as a Director in the Public Finance Group, bringing over seven years of experience in municipal finance, and primarily serves clients in the Philadelphia, New York City, New Jersey, and Michigan areas. Mr. Lanham has participated as an issuer or advisor on over $8 billion of financings since 2008, for GO, appropriation and varied revenue credits. Prior to joining PNC, Mr. Lanham served as the Deputy Treasurer of the City of Philadelphia for over four years, serving as day-to-day debt manager for the City's $8 billion portfolio, averaging over $500 million in issuance per year across four separate credits. As Deputy City Treasurer, Mr. Lanham was responsible for all day-to-day activities involved in the issuance of the City's Bonds, including structuring, pricing, legal compliance and disclosure. He executed 21 separate bond and note transactions for the City (over $2.6 billion in principal), including issuances for the General Obligation (both long- and short-term), as well as Water, Airport, and Gas Works Revenue Bonds, implementing Commercial Paper programs for the Airport and PGW. In addition, Mr. Lanham executed General -Fund Supported Bonds to fund projects including the City's proposed $250 million new Police Headquarters, buy back existing Pension Obligation Notes on the open market to realize capitalized savings, and leverage guaranteed energy improvement savings for four central City buildings. Prior to his experience at the City, Mr. Lanham, served PFM clients as primary day-to-day analyst for 24 separate transactions, including a $1.3 billion DASNY Personal Income Tax Revenue Bonds issuance, as well as multiple issuances for Nassau and Westchester Counties, and the United Nations Development Corporation. In addition, Mr. Lanham was closely involved with the City's relationships with rating agencies, and between 2011 and 2015, the City's GO rating from S&P moved from "BBB" to "A+". Mr. Lanham's experience as an issuer for the fifth -largest city in the United States brings a unique perspective to assisting clients with their financing needs. He will provide assistance to PNC's City of Miami team through his unique perspective gained in the public sector. Prior to his experience in the public sector, Mr. Lanham was a Consultant with Public Financial Management in New York City. Mr. Lanham graduated from Yale University with a BA, and holds the Series 63 and Series 52 FINRA licenses.Mr. Lanham will provide local government expertise on an as -needed basis. 11 4:114.PNC Lawrence Stephens — Director 212.752.6124 l awrence. stephens@pna. com Mr. Stephens, a 17-year veteran of the public finance industry, joined PNC in 2015 from J.P. Morgan Securities where he was an Executive Director in the Debt Capital Markets and Northeast Banking Group. Prior to rejoining J.P. Morgan in 2010, he was a Director at MBIA Insurance Corporation in the Commercial Securitizations and Public Finance Groups. Mr. Stephens has senior managed over $40 billion of financings, specializing in structuring, cash flow modelling, tax law, credit analysis, securitizations and hedging strategies. He has worked on complex structuring and marketing strategies for general municipal, higher education, healthcare and housing clients across the country. Mr. Stephens's senior managed transactions include the Sales Tax Asset Receivable Corporation's $2 billion refunding in 2014, multiple financings and refundings for the City of New York's GO and TFA PIT credits and the University of California's $1.6 billion restructuring in 2013. Mr. Stephens received a BA in Economics and Business fxom Lafayette College. He holds the Series 7, 53 and 63 FINRA licenses. Mr. Stephens will provide high- level technical support on an as -needed basis. Lance Munger — Analyst 215.5 85.3 948 lance.munger@pnc.com Mr. Munger provides quantitative analysis and support in structuring municipal bond underwritings. Mr. Munger has modeled and priced live transactions utilizing different models including DBC Finance. Additionally, Mr. Munger assists with document preparation and other administrative duties necessary for a smooth and successful financing. His client coverage includes all major and local government issuers in Florida. Prior to joining PNCCM, Mr. Munger worked for Dividend Assets Capital LLC. Mr. Munger earned his Bachelors of Science in Finance at the Calloway School of Business of Wake Forest University, and holds the Series 52 and 63 FINRA Licenses. Mr. Munger will provide support to Mr. Hayden and Mr. Martinez in their coverage of the City. He will be available for any needs the City's staff, officials and financial advisors may have throughout the duration of the term of the contract. PNCCM UNDERWRITING, SALES AND TRADING Shahin Zandfard — Head of Underwriting, Sales and Distribution 215.585.1441 shahin.zandfard@pnc.com Shahin Zandfard manages PNCCM's Municipal Underwriting Department and is PNCCM's Head Municipal Trader. His responsibilities include pricing and sales of all municipal bond issues brought to market by PNCCM, overseeing the Firm's municipal traders. He is currently responsible for the negotiated underwriting of all municipal bond issues; he also handles the structuring and pricing of all senior managed short-term municipal note issues. He trades over $2 billion of municipal securities each year, maintaining an average daily inventory balance of up to $400 million. Mr. Zandfard has served as senior underwriter and syndicate manager on hundreds of bond issues, ranging in size from under $5 million to over $475 million. Mr. Zandfard joined PNCCM in 1993 and has 30 years of municipal trading experience. He graduated from American University with a Bachelor of Science in Finance, and holds the Series 7, 24, 53 and 63 FINRA licenses. Mark Denick — Senior Underwriter 215.585.1441 mark.denick@pnc.com Mr. DeNick is a trader in PNCCM's municipal trading department. As trader, he is involved in the pricing and selling of all bond issues brought to market by PNCCM, and the trading of bonds on the secondary market. He also bids on all competitive bond sales throughout the country. Mr. DeNick interacts with current and prospective customers on a day to day basis due to his involvement with the sales team and their customers on various secondary issues. Mr. DeNick joined PNCCM in 2004 and has over 12 years of trading and underwriting experience. Since joining PNCCM, his primary responsibility is to increase trading with customers and to improve customer relationships. Mr. DeNick maintains an average daily inventory balance of up to $40 million. Prior to joining PNCCM, he was Vice President of short term trading and underwriting at Commerce Capital Markets. Mr. DeNick received a BA in Business Management from Villanova University. He holds the Series 7, 53 and 63 FINRA licenses. 12 6), PNC Robert Leppert — Sales Manager 412.762.8811 robert.leppert@pnc.com Mr. Leppert is the Sales Manager for PNCCM's Institutional Municipal Sales Department. As sales manager, he is responsible for the distribution of both primary and secondary municipal offerings. Mr. Leppert has 27 years of municipal fixed income sales experience and has been with PNCCM for 16 years. Mr. Leppert received a BS in Economics from Allegheny College. He holds the Series 7, 53 and 63 FINRA licenses PNC BANK RELATIONSHIP MANAGER Nick Ayotte — Vice President, PNC Bank 239.437-3736 nicholas.ayotte@pnc.com Mr. Ayotte joined PNC in August 2011 and serves as the local Relationship Manager. He has worked in the tax- exempt finance industry for 10 years as a public finance banker. He specializes in local governments, large not -for - profit entities and higher education. He works with his clients to identify needs and delivers thoughtful solutions while working with various product partner experts throughout the bank. Some of his South Florida clients include the School District of Broward County, the City of Hollywood, the City of Pembroke Pines, the City of Plantation, School District of Miami -Dade County and the City of Miami. In South Florida alone, Nick has provided credit facilities totaling almost $289,000,000 to various issuers and borrowers. Prior to joining PNC, he worked at SunTrust Bank and as an executive with Warner Bros. International Theatres. Mr. Ayotte holds a BS in Business with a concentration in finance from the University of St. Thomas in St. Paul, MN. He holds the Series 52 and 63 FINRA licenses. Mr. Ayotte will assist with any bank -related or credit -related matters. b) For the Proposer and for each employee of the Proposer listed above (i.e. the primary account executive and public finance professionals assigned to the Engagement), a brief explanation of: (i) litigation pending or past judgments entered against the individual or his or her Proposer, because of an act or omission of such individual in a professional liability action, if any; and (ii) regulatory or criminal actions, proceedings or investigations to which the individual or the Proposer has been subject over the last three years, whether or not the same has resulted in charges, convictions, suspensions or debarments (no page limit); After careful review and to the best of our knowledge, none of the individuals designated in this proposal are or have been the subject of any litigation pending or past judgments because of an act or omission in a professional liability action, or any regulatory or criminal actions, proceedings or investigations over the last three years. c) Documentation of the Proposer's participation in the City's recent negotiated sale or the negotiated sales of other municipalities in the State of Florida; and PNCCM has not participated in any of the City's recent negotiated sales. Below please find documentation of a sampling of PNCCM's recent negotiated sales for Florida municipalities: Ti .. /1>a.Yp P knq•ax x.v�Mnrwwl:9r.+i.P4w.evW 4rop16pnO CM^NCaely .kunmdr. IIIROKE ,e9 rt !011 MAIM ... ow,6.wmk.1..•+n'..muat. ra�arww a 4v4o XwX•Ok� wYl (1,.Lamb cf.. runny —TAW,. a)nrlm Uq yet�wnutlpry n«tlx Vert�rrvN imli'rzn1YYVNPWYa151uPIPt'.aa.as � retdeern61.11 .1....Idkrl.payo f(DIwdhu4+e.U.n6uo ''11mIN:11wianrX,, m°w+ pmmd`4me`e,,,.w"x' xh�h�xwne MmS�v4� IL�wi&°&�i¢u�'Millu tiri a�.Mnm..� 7N , e.m'�d k iYmadm Na Oal Med b Ne6v fwaNv�®d Ue My ON to nt. Ine., dpui�uekW.wo10 dvVj 17 r nl R IimoN. cpmmi.." o-.1 •tla/.4rY*mPmhnp Y1mla14 n+ax�S>da mkA.Wlrvaou IMINIMPeau`in ygbmare I lmttTA.rttt 4 Sow6 +Y . mnllegjghayV.{ dp,11.14.pxm'vWwAm am dy) 6d�N np ... ' umdmbd.hvvmk Hkdmroauwuw2 fndaa eon Waapaam.da Mt 1 '00'1 a 714'aedklk 1V111 mkNbCa!!t' rl=e e awh.Ni. YalrulC•Anatrva.ddrvoakgluramwu®arl..o-q�a,a .nave k*p WC imT Wa ¢ab IAnanenppmweXk r4I 1'I kV Vn: W Yea pM.aYwmulvM °fCa°nim.� ro .eplxnv _ __ aaa.tu uPINNWAtIPvNACtY[ vAa¢n¢ifn Ub.V:1v1sA'pvAfm.^n..0 11¢9UW'. ,IVor.pP:R...YAMyl'.Ma. ANMvFlCl, mmrI'v.\t TIEmi tree uelintat nvv6aunnlyvltmua l¢vugyU n4 taXmNw rvrxNlNt PI¢IYnmIAKtWTi¢fi6YuxY9luwx\ixA 16lrxwmoanW N�ptiwnnml.ImyYulemenel.w�Yvnd.11nnn tb'TI¢ un4wrm' & .awHmler4•d..wk.pn . 4el altti wartla.e.arplx Avl ,,11i 10 1plg.. My by la LupWrc(1,1,...4 )l�adt nwa Pwn.M1 te epoWrtapmlv'e.nwevnrwvµ Oon.v Cn.y,rvWvesaµ P.A. m.111.41, an t¢re Yv.l Imxd vynfa Ik nYd 6v lrarandel eak6ry R.I IfY¢[1,11tkr+a4 iwur role ttnwv�e wMaxlxn rY'eeWlwe ttrUe pr �UxamrnlenmN.bw NiN�X.avinl�, leiw{ r.MN �u6rtA. hn ua42N.. /b.lm _ Madnl Mil�Ib Pnnrvkmnwyexvnern lutiwyws+u•lato Yeroreaiwutmmrk. on of la M+nd.lx hplm<lenn wYk.nWYeyw hllmy Yv'w.t lkfwveloofDml.�.1'n.' R.tia brl,mw kvl Mel. a111 PUCGpIW WA. Pau keM111axr1 PfiD CroYd A4.iru Wn MM./Madan. Cam, 11YIN'M.IMAN11d 4-11.nOliat': 11(NI.V NWttYGX.utr 1104 ,4510t..YN16 a:YaY.a. Ai�NC.NNk� N 1iP�. cvllflt�b'.4hN ''�iHWMftdwAvnv)IxIYx4..l PNC 13 GPNC d) Provide no less than a list of three (3) references within the past five (5) years for whom similar services were performed. Include the term of the contract, the compensation structures, and include the address, phone number(s) and contact persons within the organization. Below, PNCCM provides a list of three (3) references within the past five (5) years for whom similar services were performed. Selected Public Finance References - Major U.S Cities Issuer Co►ttaot 1`Ale Contact triformatlon Conta'etTerh Senior Underwriter oiulpectiire it „ } < bG, Oil ii p: City of Chicago Jeremy Pine Deputy Com troller p 33 N. LaSalle Stree• t 6th Floor Chicago, IL 60602 jfine@cityofchicago.org 312-744-7106 ^„ • City of Philadelphia Nancy Winkler Treasurer 1401 JFK Blvd Suite 640 Philadelphia, PA 19102 Nancy.winkler@phila.gov 215-686-2303 Senior Underwriter Modified Group Net City of Pittsburgh Paul Leger Director of Finance 414 Grant Street Pittsburgh, PA 15219 Paul,leger@pittsburghpa.gov 412-255-8670 Senior Underwriter Modified Group Net Please feel free to reach out to any of the aforementioned references at your convenience. Selected Public Finance References - State of Florida lss(teNt Corttaot -ltle �oita�tlxkormf4on �o�ltaotTertnet8r.. i o ensat►or� rave' Osceola County Michael Kurek Comptroller 1 Courthouse Sq. Suite 2100 Kissimmee, FL 34741 (407) 742-1700 michael.kurek@osceola.org Underwriting group, 2013-2018 Net designated , -_ - City of Pembroke Pines Lisa Chong CFO 10100 Pines Blvd. Pembroke Pines, FL 33026 (954)450-1070 lehong i ppines.com Underwriting group, 2013-2018 (w/ 2 2-year renewals) Group net School Board of Miami -Dade County Leo Fernandez Treasurer 1450 NE 2nd Ave. Room 615 Miami, FL 33132 (305) 995-1633 leofernandez@dadeschools.net Co -manager in pool of underwriters, 2013-2016 Net designated to rf44se'kEi au��, tuna ''. '44.. School District of Hillsborough County Gretchen Saunders CFO 901 E. Kenned Blvd, Tampa, FL 33601 (813) 272-4383 gretchen.saunders@sdhak12,fl. us 2015 Group net Please feel free to reach out to any of the aforementioned references at your convenience. e) Relevant experience of the firm and the individuals assigned to the issuer, and the identification and experience of the individual in charge of the day-to-day management of the bond sale, including both the investment banker(s) and the underwriter(s). Day -to -Day Investment Banker. John Martinez, Director, will serve as the Firm's day-to-day investment banking contact with responsibility for the ongoing engagement with the City. Mr. Martinez serves as the Lead Banker of PNC's Public Finance Capital Market Operations for the Florida Market. Among his current clients are the Greater Orlando Aviation Authority, the City of Cape Coral, Sarasota County, the School District of Miami -Dade County, 14 and the Florida Hurricane Catastrophe Fund. Before joining PNC, Mr. Martinez spent a number of years practicing law and also sat on the Board of County Commissioners for Orange County. Mr. Martinez is a graduate of Wake Forest University and the Florida State University College of Law. He serves on the Board of Directors for the Florida State University Leroy Collins Institute and the Wake Forest University Young Alumni Development Board. Senior Investment Banker. William Hayden, Managing Director, provides senior investment banking execution and oversight on all engagements in the State of Florida. He will be available on a continuing basis to the City' financing team and will play an integral role in any marketing and investor outreach efforts of the City. Mr. Hayden is in his 37th year in public finance and has significant experience completing financings, credit strategies and marketing programs for major cities and governmental issuer. Mr. Hayden has executed many marquis municipal bond transactions throughout the country, including: senior banker on the NY State Dormitory Authority (DASNY) $1 billion transaction, senior banker on $2 billion City of Houston transaction, a $2.5 billion Pension Fund transaction for the State of Connecticut and many more. Mr. Hayden serves as a trustee for the New School University and New York Law School. Mr. Hayden is a graduate of the University of Massachusetts at Dartmouth and holds a JD from the New England School of Law in Boston and an Honorary Doctorate from the University of Massachusetts. Governmental Perspective. James Lanham, Director, recently joined PNCCM as a Director in the Public Finance Group, bringing over seven years of experience in municipal finance, and primarily serves clients in the Philadelphia, New York City, New Jersey, and Michigan areas. Mr. Lanham has participated as an issuer or advisor on over $8 billion of financings since 2008, for GO, appropriation and varied revenue credits. Prior to joining PNC, Mr. Lanham served as the Deputy Treasurer of the City of Philadelphia for over four years, serving as day-to-day debt manager for the City's $8 billion portfolio, averaging over $500 million in issuance per year across four separate credits. As Deputy City Treasurer, Mr. Lanham was responsible for all day-to-day activities involved in the issuance of the City's Bonds, including structuring, pricing, legal compliance and disclosure. Prior to his experience at the City, Mr. Lanham, served PFM clients as primary day-to-day analyst for 24 separate transactions, including a $1.3 billion DASNY Personal Income Tax Revenue Bonds issuance, as well as multiple issuances for Nassau and Westchester Counties, and the United Nations Development Corporation. In addition, Mr. Lanham was closely involved with the City's relationships with rating agencies, and between 2011 and 2015, the City's GO rating from S&P moved from "BBB" to "A+". Mr. Lanham's experience as an issuer for the fifth -largest city in the United States brings a unique perspective to assisting clients with their financing needs. He will provide assistance to PNC's City of Miami team through his unique perspective gained in the public sector. Dedicated Quantitative Banker.. Lawrence Stephens, Director, recently joined PNCCM as a Director in the Public Finance Group. He brings over 17 years of public finance investment banking experience. He joined PNC in 2015 from J.P. Morgan Securities where he was an Executive Director in the Debt Capital Markets and Northeast Banking Group. Prior to rejoining J.P. Morgan in 2010, he was a Director at MBIA Insurance Corporation in the Commercial Securitizations and Public Finance Groups. Mr. Stephens has senior managed over $40 billion of financings, specializing in structuring, cash flow modelling, tax law, credit analysis, securitizations and hedging strategies. He has worked on complex structuring and marketing strategies for general municipal, higher education, healthcare and housing clients across the country. Below, please find a list of experience that PNCCM's dedicated quantitative specialists provide to the City of Miami: PNCCM Dedicated Quantitative Bankers Experience for Major Cities 1/1/2010 - Present 06/03/15 04/20/15 04/16/15 04/15/15 12/02/14 11/25/14 09/24/14 07/16/14 05/01/14 04/30/14 03/24/14 02/06/14 01/23/14 New York City -New York NYC Transitional Finance Auth City of Philadelphia City of Philadelphia NYC Municipal Water Fin Auth City of Philadelphia NYC Sales Tax Asset Ree Co City of Philadelphia Philadelphia Redevelopment Authority City of Philadelphia New York City -New York Philadelphia Municipal Authority City of Philadelphia ule 1i05eripIititt General Obligation Bonds NY Future Tax Secured Sub Rev Bonds NY Water & Wastewater Revenue PA City Service Agreement Revenue PA Commercial Paper Notes NY GeneralOMliation PA Tax Asset Revenue Bonds NY Lease Revenue Bonds PA Lease Revenue Bonds PA City,Service Agreement Revenue PA General Obligation Bonds NY General Obligation PA Water & Wastewater Revenue PA 65.16 LS Lead 154.28 LS Lead 417.56 JL Deputy Treasurer 111.52 JL Deputy Treasurer 85.05 LS Lead 130,00 JL Deputy Treasurer 299.81 LS Lead 56.66 JL DetTreasurer 117.28 JL Deputy Treasurer 65.16 JL Deputy Treasurer 91.31 LS Lead 154.28 JL Deputy Treasurer 123,17 JL D_cpuDt Treasurer 15 PN 01/17/14 NYC Transitional Finance Auth Future Tax Secured Sub&Ref Bonds NY 896,14 LS Lead 12/11/13 Philadel.hia Authority for Industrial Devel2pment General Obligation PA 100.00 JL Deputy Treasurer 10/15/13 New York City -New York General Obligation Bonds NY 225.00 LS Lead 10/09/13 City of Philadelphia City Agreement Revenue Bonds PA 85.05 JL Deputy Treasurer 09/16/13 NYC Municipal Water Fin Autlt Wtr & Swr 2nd Gen Res Rev Bonds NY 450.87 LS Lead 08/22/13 Philadelphia Authority for Industrial Development Water & Wastewater Revenue PA 170.00 JL Deputy Treasurer 07/30/13 City of Philadelphia General Obligation PA 208.36 JL Deputy Treasurer 07/25/13 New York City -New York General Obligation Bonds NY 882.36 LS Lead 04/10/13 Florida Hurricane Catastrophe Fin Revenue Bonds FL 2,000.00 LS Lead 03/05/13 Regents of the Univ of California General Revenue Bonds CA 1,307,08 LS Lead 02/14/13 Monroe Co Industrial Dev Corp Revenue Bonds NY 101.52 LS Lead 12/19/12 City of Philadelphia General Obligation PA 127.00 JL Deputy Treasurer 12/19/12 Philadelphia Municipal Authority City Service Avr•eernent Revenue PA 299.81 JL Deputy Treasurer 11/01/12 City of Philadelphia Water & Wastewater Revenue PA 70,37 JL Deputy Treasurer Deputy Treasurer 10/17/12 Ciy of Philadolphia City Servieereement Revenue PA 231.19 JL 10/04/12 New York City -New York General 'Obli =ae ion Bonds NY 1,225,00 LS Lead 07/18/12 Illinois Unernp py Ins Fd Bldg Rct Rev Bond IL 1,469.94 LS Lead 05/31/12 City of Philadelphia City Agreement Revenue Bonds PA 12.61 JL Depily Treasurer 05/08/12 Philadelphia Municipal Authority General Obligation PA 21.30 JL De uty Treasurer 05/01/12 Philadelphia Authority for Industrial Development Philadelphia - General -Fund Supported PA 91.31 JL Deputy jreasurer_ 12/07/11 Philadelphia Authority for Industrial Development General Obligation PA 173.00 JL Deputy Treasurer 12/04/11 City of Philadelphia Airport Revenue PA 233.83 JL Depay Treasurer 11/16/11 Philadelphia Redevelopment Authority Water & Wastewater Revenue PA 184,86 JL Deputy Treasurer 09/28/11 City of Philadelphia • Gas Works Revenue PA 88.86 JL De.uty Treasurer 07/21/11 Dormitory Autltorit_,y of the State of New York State Personal Income Tax Revenue NY 909.43 JL Financial Advisor 06/09/11 Donmitory Authority of the State of New York State Personal Income Tax Revenue NY 673,63 JL Financial Advisor 06/02/11 Nassau County General Obligation NY , 82.05 JL Financial Advisor 06/02/11 Nassau County General Obligation NY 230.00 JL Financial Advisor 12/16/10 Nassau County General Obligation ., NY 125.00 JL Financial Advisor 12/02/10 Nassau County General Obligation NY 270.00 JL Financial Advisor 10/14/10 Dormitory Authority of the State of New York State Personal Income Tax Revenue NY 1,316,86 JL Financial Advisor 09/22/10 Dormitory Authority of the State of New York State Personal Income Tax Revenue (Eds) NY 133.49 JL Financial Advisor 08/24/10 Nassau County General Obligation NY 141,73 JL Financial Advisor 06/24/10 Nassau County General Obligation NY 95.34 JL Financial Advisor 06/15/10 Nassau County General Obligation NY 210.00 JL Financial Advisor 05/26/10 Dormitory Autliori of the State of New York State Personal Income Tax Revenue (Gen NY 800.00 JL Financial Advisor 03/10/10 Dormitory Authority of the State of New York Mental Health Facilities lin rovement Revs NY 252.83 JL Financial Advisor 02/10/10 Westchester County General Obligation ® 163.69 JL Financial Advisor 01/13/10 Westchester Conn General Obligation NY 94,01 JL Financial Advisor 12/15/09 Nassau County General Obligation NY 90,22 JL Financial Advisor 12/10/09 Nassau County General Obligation NY 150.00 JL Financial Advisor 10/29/09 United Nations Development Corporation UNDC Revenue NY 111.48 JL Financial Advisor 09/02/09 Nassau County General Obligation NY 110.00 JL Financial Advisor 08/31/09 Dormitory Authority of the State of New York State Personal Income Tax Revemue(Gen,) NY 1,261.56 JL Financial Advisor 08/06/09 NassauSounty General Oblation NY 50.88 JL Financial Advisor 07/02/09 Nassau County General Obligation NY 150,00 JL Financial Advisor 07/01/09 Dormitory Authority of the State of New York State Personal Inoome Tax Revenue Gen NY 798,01 JL Financial Advisor 05/05/09 Nassau County General Obligation NY 114.00 JL Financial Advisor 04/21/09 Nassau County Interim Finance Authority_ Sales Tax Secured NY 303,10 JL Financial Advisor 02/04/09 Westchester County General Obli-ation NY 168.17 JL Financial Advisor Total 63 Transactions $ 21,332,05 Banker Initials: JL = James Lanham, LS = Lawrence Stephens Relevant Underwriting Experience. PNC has raised capital and provided underwriting, investment banking and financial advisory services in over 11,400 municipal transactions since 1981, representing over $339 billion in municipal securities. Since 2009, PNCCM has senior or sole managed over 1,250 issues for a total par in excess of $23 billion. Please below for relevant case studies highlighting PNCCM's ability to effectively underwrite and bring to market complicated financings for large frequent issuers. On the next page, please find a case study highlighting PNCCM's ability to market, distribute and underwrite a complex financing for a large and frequent issuer as senior manager: 16 PNC CITY OF CHICAGO $367,925,000 Second Lien Water Revenue Bonds, Project Series 2014 Ratinigs Structure Purposes Pricing Tate A3 / AA- / AA / AA StatusTax Tax -Exempt Call Provision Second lien on the Net Revenues of the City's water fund Serial Bonds: November 1, 2015 - 2034 Term Bonds: November 1, 2039 & 2044 10 year par call Financed capital improvements and upgrades to the City's water system 9/10/2014 Closing Date 9/17/2014 All -in TIC 4.19% PNCCM served as bookrunning senior managing underwriter on the City of Chicago's (the "City's") $367,925,000 Second Lien Water Revenue Bonds, Project Series 2014 transaction that priced on September 10, 2014. The City generated $400 million in project funds to pay the costs of repairs and renovations to the City's water system, including the replacement of aging water mains, the installation of thousands of water meters, and the electrification of three pumping stations. Following our appointment, PNCCM devised a comprehensive plan of finance that included multiple investor outreach and rating agency education efforts. Given the outlier rating by Moody's, PNCCM suggested the City consider soliciting a rating from Kroll Bond Rating Agency ("Kroll"). Kroll is a recently -established rating agency in the public finance space focused on rating large, sophisticated issuers. PNCCM believed that a double -A rating from Kroll would affirm the strength of the City's Water credit, as demonstrated by the ratings of S&P and Fitch, and potentially minimize the effect of Moody's single -A rating. PNCCM felt Kroll's extensive research pieces would provide the market with detailed analysis and a fresh perspective on the credit. PNCCM and the City were pleased with the result as Kroll published a very thorough credit write-up on the City's Second Lien Water Revenue Bonds and assigned a double -A Stable rating to the new issue. PNCCM worked diligently with the City and its financial advisor to create strong marketing materials ahead of the transaction in order to emphasize the strong underlying credit fundamentals of the water system and clearly explain the Water Revenue Bonds' flow of funds and legal protections. Leading up to the transaction, the City undertook numerous investor outreach efforts. On August 8, 2014, the City held its' annual investor conference which was extremely well attended. The Mayor, CFO, and members of the City's finance and water management teams were on hand to discuss the City's various credits and answer investor questions directly. Thomas Powers, Commissioner of the City's Department of Water Management, presented a comprehensive overview of the water system's improving credit metrics and the need for significant capital improvements to numerous potential investors and investment professionals. PNCCM also drafted an investor presentation that the City recorded and posted to Imagemaster along with the Preliminary Official Statement. This presentation was disseminated to well over 300 institutional and retail accounts in PNCCM's distribution network. In addition to this investor outreach, PNCCM also set up one-on-one investor calls in order for the City to speak directly with investors who had questions regarding the credit and/or the transaction. During the days prior to pricing, PNCCM scheduled one-on- one calls for the City with 6 separate institutional investors, all of which ultimately placed orders for bonds. Market conditions leading up to the week of pricing were very favorable. On the Friday preceding pricing, the August payroll number came weaker than expected with employers adding only 142,000 jobs for the month. This led to a brief rally in the US Treasury market that was later muted given peace talk headlines from Russia and Ukraine. The main driver of rate movement in the municipal market leading up to pricing was the continued imbalance between supply and demand. Aggregate new issue supply had declined approximately 15% for year-to-date 2014 from 2013 levels with the expected calendar for the week of pricing totaling just $3.5 billion. This was positive news for the City as its transaction would be a primary focus for theweek as it was the largest deal (negotiated and competitive) scheduled for the week of September 9th. 17 EPNC On the morning of pricing, the US Treasury market was off slightly given news that Russia was pulling troops out of Ukraine. This was expected to take some of the flight -to -quality bid out of the market and potentially lead to MMD cuts later in the day. Despite this news, PNCCM proposed an aggressive pre -pricing scale. Once in the market, we saw strong demand from a variety of accounts across the curve representing approximately $4.4 billion in orders placed. PNCCM built a book over the formal order period that consisted of 130 institutional accounts, including 18 institutional investors that were new to the Chicago Water credit who put in orders totaling over $740 million. In addition, PNCCM purchased the 2015 maturity ($4.02 million) through a competitive sealed bid process. The transaction resulted in total oversubscription of approximately l lx with oversubscription in certain maturities ranging from lx to 24x. Given this level of investor interest, PNCCM was able to lower spreads by 5 bps to 17 bps across the curve from the pre -pricing levels. With the cuts in MMD on the day of pricing, the City's deal priced at +84 bps to MMD in 30 years (compared to +105 bps in our original pre -marketing wire). The City was pleased with the final pricing levels which were driven by the breadth of investor participation on the transaction. These pricing levels illustrate growing investor appreciation and understanding of the strengths of the City's Water Revenue credit. The City was able to raise $400 million in new money proceeds for its water capital improvement plan at an all -in TIC of 4.20%. PNCCM generated approximately 92% of the total orders and introduced the City to 18 new investors for its water credit through this transaction. f) A description of the firm's bond distribution capabilities including the experience of the individual primarily responsible for underwriting the proposed bonds. The firm's ability to access both retail and institutional investors should be described. MARKETING AND DISTRIBUTION CAPABILITIES PNCCM's strong pricing and bond distribution capabilities ultimately stem from the Firm's belief and goal to provide clients with superior financing outcomes. All the Firm's sales and trading resources are dedicated to the execution of underwritings for governmental issuers. In order to provide successful financings, PNCCM's municipal specialists are supported by a securities distribution network that reaches large, medium, and small institutions; high net worth investors; and traditional individual retail customers. Furthermore, PNCCM's amount of underwriting activity across a geographically diverse footprint generates broad market intelligence and results in "on market" pricing for clients. Overall, PNCCM's marketing and distribution credentials include: ✓ Market knowledge from having served as a senior manager on negotiated issues for high profile issuers across the footprint, including the City of Chicago, the State of Ohio, and the Pennsylvania Turnpike Commission; ✓ Experienced traders, underwriters, and sales personell dedicated to sales and trading of tax-exempt and taxable municipal securities; ✓ A broad distribution network with regional and geographic diversification; ✓ Active coverage of all the Tier I and Tier II large and medium-sized municipal buyers including bond funds, insurance companies, and corporations; ✓ Strong relationships with Tier III and Tier IV investors such as local bank trust departments and investment advisors, which are often overlooked by other underwriters; • PNCCM's Municipal Analytics Group which aggregates and analyzes market data to facilitate the successful pricing of bond transactions; • Municipal strategy and commentary provided to investors and issuers by PNCCM's Municipal Strategist, Tom Kozlik; Municipal Fixed Income ✓ PNCCM's $5 billion remarketing portfolio of variable rate securities, Sales Generalist Sales ranked 5't' nationally by the number of issues, according to Thomson Reuters Municipal Market Data (as of October 1, 2015). ✓ Activity as a municipal market maker, providing secondary market liquidity to investors through the active trading of the securities of PNCCM's clients;and, ✓ Institutional financial strength, a sizable underwriting capacity, and a willingness as well as history to commit capital and underwrite bonds in support of client transactions. Municipal Sales and Trading Team Shahin Zandfard Managing Director Head of Municipal Underwriting, Trading, Remarketing, & Sales Managing Director Mark DeNick Head of Municipal Underwriting & Trading Managing Director Michael Gilmore Head of Short Term Trading & Remarketing Rob Leppert Tom Kozlik Managing Director Municipal Sales Manager Managing Director Municipal Strategist 11 Municipal Underwriting / Trading Staff 18 Underwriting & Municipal Trading Support Staff MI lel 25 Institutional Sales Professionals PNC A Broad Distribution Network with Regional and Geographic Diversification. PNCCM has assembled an experienced sales force consisting of 25 professionals dedicated to institutional sales, providing coverage of a complete range of potential investors for all types of municipal debt. In addition to coverage of large bond funds, insurance companies, and corporations, the network also focuses on smaller institutional buyers such as bank trust departments, registered investment advisors, and municipalities in order to provide a broad and diverse investor base. PNCCM's institutional sales force actively covers the following types of investors: • Money market funds • Registered investment advisors ■ Corporations and municipalities ■ Casualty insurance companies ■ Bond funds (national & state specific) ■ Life Insurance companies ■ Bank trust departments • Arbitrage / hedge funds Municipal Sales and Trading Network ar Un'dorwrlting Cleveland Columbus Indianapolis Louisville Generalist Sales Generalist Sales Generalist Sales. Generalist Sales (2) (1) (1) . (1) New York Pittsburgh Munlclpal Sales Philadelphia Municipal Safes (3) Municipal Sales (2) Generalist Sales (2) _ Generalist Sales (7) (8) by the-NIl8tta a Ial'I`rail fi hilt tlntiolitveRing 5 Long -Term Municipal Traders 1 Short -Term Municipal Trader 5 Support Staff 11 Total Municipal Underwriting 1 Trading Stat Mt4slolt5Ifi1$dlndtitUitlha)S8I a 7 Municipal Sales Specialists 18 Fixed Income Generalist Sales 25 Total Institutional Sales Professionals PNCCM's strong sales capabilities are driven by active coverage of all the Tier I and Tier II large and medium-sized municipal buyers (bond funds, insurance companies, and corporations) and the strong relationships with Tier III and Tier IV investors such as local bank trust departments and registered investment advisors. Unique Distribution Channels. In addition to covering the Tier I and Tier II accounts, PNCCM's philosophy of actively covering the Tier III and IV investors is unique in comparison to other underwriters. The focus on middle - market and smaller investors differentiates PNCCM from many larger firms in the public finance space that solely dedicate their coverage to large institutional accounts. PNCCM's active coverage of all the different municipal investors offers substantial depth for the distribution of municipal securities. By expanding the potential investor base and creating demand from a diverse set of investors during a bond sale, PNCCM can often deliver a more favorable financing outcome. Retail Distribution Capabilities. PNCCM works with its affiliate, PNC Investments LLC ("PNCI"), to market and distribute bonds through the PNCI retail network, which consists of over 600 retail registered representatives nationwide. Through PNCI, PNCCM offers retail distribution capabilities throughout 19 states and the District of Columbia. PNCI's sales representatives, working with PNCCM's retail trading group, will assist interested investors with the selection and purchase of bonds. In recent years, traditional retail investors (i.e. "mom and pop") have shifted their holdings into investment proxies from direct asset purchases. Data from the Federal Reserve Board demonstrate that the holdings of municipals by individual investors have declined while mutual funds and bank investments have increased (please see the graphs below). Drivers for this trend include negative credit headlines (Puerto Rico, Detroit, etc.) as well as the very low and unattractive interest rate environment. As a result, individual retail has turned to professionals to manage credit and interest rate risk. In the current environment, retail will be delivered through trust departments, registered investment advisors, and mutual funds, rather than through individuals. PNCCM believes there certainly is a role for retail distribution in a client financing. However, retail priorities should be structured and implemented in the context of the interest rate environment, market dynamics, and the new regulatory / fair dealing considerations. 19 PNC Municipal holdings by households have decreased... --Total Motet —Households ».-US. Banks —Mutual Funds 34.000 Sim 33,500 $3,000 32,500 32,000 31,500 $1,000 3500 $0 2205 2007 2000 Total Municipal petit Households - 2011 2013 2015• ...as mutual funds and U.S. banks play a larger role. 00% 50% 40%% 30% 20% 10% 0% 2005 —.Households --•.U.S. Banks --Mutual Funds H0U5eltold5 Sourao ' Board, 2122, el unts 0225400110'2'Flow ofFoal5'220502Shoals end InlatrS202&oeconono Acco000Savnd Ouerla1a15-ioolou.212 Mune,yel0duril0e Rakeed #,000 SoP0 BaloneNddkn.an,NIb Municipal Analytics Group. PNCCM has a multitude of internal and external resources at its disposal to facilitate the successful pricing of bond transactions. The Municipal Analytics Group ("MAG") utilizes proprietary modeling to conduct spread, trend, and forecast analyses. In close coordination with the institutional sales force, MAG leverages a variety of information sources to obtain market data, credit trends, and investor buying patterns. The analytical approach to pricing and selling bonds to a broad investor base benefits clients by obtaining a very competitive cost of capital. Led by the municipal trading desk, MAG is centrally monitored and managed allowing for nimble reactions to market developments and prompt responses to client requests. MAG activities include: Daily Market Update: Snapshot of the current municipal and Treasury markets, relative value analysis, tax-exempt market supply, and money market / bond fund cash flows. Historical Analysis: Historical review of comparable credit spreads for both tax-exempt and taxable fixed rate transactions. This data is utilized to provide pricing guidance for current and future transactions given the credit profile of a particular borrower and bond structure. Investor Data Daily Market Update Credit spread Analysis Bondholder Analysis: Research of an issuer's current investor base compared to bondholders of a peer group and similar credit structures. The goal is to broaden the investor base, which results in greater demand and liquidity and also improves the marketability of future issues. Municipal Strategy and Commentary. As a Managing Director and Municipal Strategist for PNCCM, Tom Kozlik publishes regular municipal bond market commentary, provides information about the strengths and weaknesses of municipal market credit profiles, and evaluates municipal bond investment portfolios. Tom has 15 years of experience in the municipal bond industry, having held positions at Janney Capital Markets, Bear Stearns, and UBS Investment Bank. His work has been quoted in various periodicals including The Wall Street Journal, Barron's, Bloomberg, and The Bond Buyer, and he has appeared as a guest municipal market expert on CNBC and Fox Business Network. Tom has been voted to the Smith's Research and Gradings Municipal Research All -Star Team and to the Institutional Investor's All -America Fixed -Income Research Team. Tom graduated from the Schreyer's. Honors College at the Pennsylvania State University with a bachelor's degree in political science with honors and earned a master's of governmental administration from the Fels Institute of Government at the University of Pennsylvania. He is currently the president of the Philadelphia Area Municipal Analyst Society. A listing of PNCCM's published municipal strategy reports appears below, and the full reports can be accessed here: https://www.pnc,com/en/corporate-and-institutional/capital-marketshnunicipal-strategy.html, Report Title Publication Date Topic The Municipal Market in 2016: Themes to Consider December 7, 2015 2016 municipal market outlook Let's Hear It for the States, Let's Give the States a Hand: U.S. State Fiscal Outlook As Good as It Gets: Public Finance Downgrades Outpaced Upgrades in 2Q15 October 5, 2015 State credit quality has been extremely resilient September 16, 2015 Recent trend reinforces importance of credit selection 20 €PNC Pennsylvania State Aid Intercept for School -Districts - A Summary September 14, 2015 Intercept based on ability to appropriate school funding What Does PA's Delayed Budget Mean for Municipal Credit? August 12, 2015 Delay not as important as the issues that divide Local Government Sector Update: Strong Fiscal Management Key to Upgrades July 27, 2015 Upgrades outpaced downgrades in 1Q15 Close to a Lost Decade of U.S. State Tax Revenues: U.S. State Fiscal Outlook June 22, 2015 Seven years after recession, revenues just positive A Leader in Variable Rate Remarketing Capabilities. PNCCM maintains a sizable and established remarketing book, and consistently leads the market in the placement and remarketing of variable rate demand bonds (VRDBs). The Firm serves as remarketing agent for various modes including, daily, weekly, annual, and multi -year terms. The size and depth of PNCCM's remarketing book enhances the relationship with money market and short term bond funds. With the knowledge and proven experience in the short term municipal market, PNCCM is well positioned to deliver superior remarketing results for clients. With unique structural components and end -purchaser markets that are very similar to PNCCM's variable rate bond remarketing book, the Firm maintains the ability to deliver superior pricing results as a commercial paper dealer as well. Top 10 Dealers of Variable Rate Demand Bonds Rank Dealer Rankings by Number of Issues Dealer 1 BOFA MERRILL LYNCH 2 J.P. MORGAN SECURITIES 3 WELLS FARGO SECURITIES 4 CITIGROUP GLOBAL MARKETS Pt1 4AM t AL I AR1< TI; ,LL O 6 RBC CAPITAL MARKETS 7 GOLDMAN, SACHS & COMPANY 8 STERN BROTHERS & COMPANY 9 MORGAN STANLEY 10 BARCLAYS CAPITAL Number of Issues 834 692 681 678 356 311 285 275 246 Secondary Market Activity. PNCCM offers an extensive primary and secondary market distribution network that covers large, medium and small institutions; high net worth investors; and traditional retail customers. PNCCM's strength, and main differentiating factor among its peer group is the ability to access multiple distribution channels in conjunction with substantial underwriting capacity. PNCCM's significant volume of primary market origination and secondary market support strengthens the unique platform, helping PNCCM to maximize investor demand and, in turn, lower client's borrowing cost. PNCCM is an active municipal market maker, providing secondary market liquidity to investors through the active trading of clients' securities. The secondary activity allows the Firm to give clients a large network to market and distribute their bonds while providing liquidity to investor bases. Additionally, this further demonstrates PNCCM's ability and willingness to utilize its balance sheet to support municipal clients. Capital Commitment. As the corporate balance sheet and footprint have grown, PNCCM has also increased its underwriting capacity to actively support client financings. While the Firm has the financial strength to provide meaningful support to large debt issues, PNCCM has consistently demonstrated its willingness to underwrite unsold bonds in challenging markets. The Firm typically underwrites unsold balances in support of client transactions, and has supported over 70% of sole or senior managed transactions over the past two years. 21 PNC An important consideration for an issuer is an underwriter's willingness to use its capital to support a transaction. This is increasingly important during periods of market volatility. PNCCM has a strong capital position and has historically supported relationship transactions when needed. As of October 31, 2015, PNCCM has approximately $457 million of excess net capital for trading and underwriting activities, which equates to an underwriting capacity of over $5 billion. PNCCM willingness to utilize its underwriting capacity flows through to its competitive bidding practice — existing solely for the purpose of supporting the Firm's client facing business. 7. UNDERSTANDING OF CITY Capital Position and Underwriting Capacity O Total Equity Capital a Total Firm Capital O Net Capital • Excess Net Capital a Underwriting Capacity $457 million $457 million $370 million $370 million $5,28 billion • As ofOctober 31, 2015. These capfol figures era based on the assumption that, al the lime of the underwting, dl capital is allocated toward the underwriting of municipal securities al a maximum haircut of 7%, a) Describe the Proposer's understanding of the City's financial situation, including ideas on how the City should approach its current financing issues, such as bond structures, credit rating strategies and investor marketing strategies (limit to two pages); PNC's Relationship with the City. PNC is currently a partner with the City and has shown support in a number of capacities, and as such, is acutely familiar with its financial situation. In 2014, the City solicited proposals from banks to refund the Series 2002A and 2002C Special Obligation Bonds. PNC Bank was the only respondent to this request, and subsequently closed a 12-vear, $18 million bank loan with the City. At the time, the City's credit rating was a 4G (A2/BBB/BBB-), but PNC was comfortable with the direction the City was going and valued the relationship. Additionally, in early 2015, PNC Equipment Finance ("PNCEF") responded to a request from the City by offering a $32 million lease transaction for police vehicles. While PNCEF's proposal was not ultimately chosen due to limitations on the tenor, PNC was pleased to show the City support. Lastly, the City recently sought a fixed rate bank term loan to currently refund all or a portion of the City's outstanding Limited General Obligation Bonds, Series 2002 and Series 2007B. PNC Bank was pleased to again provide support to the City by offering $10 million to refund the Series 2002 Bonds. Bankers from PNCCM and PNC Bank have met with City officials on a number of occasions to continue the existing relationship. Our public finance professionals have presented ideas, provided market updates and obtained valuable insight into the needs of the City both over the short and long terms. PNC's Understanding of the City. Since the closing of the PNC Bank in July, 2014, the City's financial performance has strengthened considerably and today the City's ratings have improved by several notches. This is due to a number of factors, the two most important of which are the City and region's overall economic improvement, and the City's improved management. The past year confirmed continued growth for the local economy and employment as well as a modest reduction in the unemployment rate. The local economy derived strength from a surprisingly strong real estate sector, both in terms of transactions and new construction. Tourism went from being majority domestic to majority international and the international trade sector moved towards looking more like the US trade sector with a reduction in exports and strong increases in imports. The economic base of the City has diversified in recent years shifting from reliance on tourism to a combination of motion picture production, manufacturing, service industries and international trade. The City's tax base increased to $35.3 billion in fiscal year 2014. However, it is still lower than the previous high of $37.8 billion in fiscal year 2008. In terms of valuation, housing prices continued its upward trend in 2014, with homeownership rate reported to be at 32.8 percent. The median sales price was up 17.5 percent from prior year to $235,000. However, condominiums showed larger price gains than single family sales did. Condo median sales price was $210,000; up 20 percent and single family median sales was $270,000, an increase of 5.2 percent over 2013. Furthermore, according to www.realtytrac.com the foreclosure filings in Miami are 16% lower than the previous year. The regional Latin American headquarters for a number of major companies are located within the City, evidence of its place as a world -class business location. The City also benefits from the Port of Miami, which is the world's business cruise port (4.8 million multi -day cruise passengers in 2014) and the hub for Caribbean and Latin American commerce, being located within City limits, The City also sits next to the Miami International Airport, which reached passenger levels of 41 million in 2014, up 1% from the prior year. 22 PNC Financing Considerations. PNCCM has become very familiar with the City's outstanding debt, and has conducted the following analysis: Refunding Monitor. Below we provide advance refunding monitors for a selection of the City's bonds. These monitors also demonstrate the interest rate sensitivity of each bond as measured by the breakeven rate movement at which the coupon and yield on the refunding bond would need to increase between March 2016 and the call date for the City to be indifferent between an advance refunding and a current refunding. For advance refunding candidates, PNCCM recommends that the City consider a 3% per bond savings target and an efficiency level greater than 50% — both of these are consistent with industry practice. Based on these savings and efficiency targets and assuming current market rates, $49.885 million of 2007B Limited Ad Valorem Tax (Homeland Defense), Series 2007B and $61.595 million of Special Obligation Bonds (Street and Sidewalk Improvement Program), Series 2007 represent viable advance refunding candidates for the City's next refunding. Bolded candidates in the refunding monitors below meet both their savings and efficiency targets. 2007B Limited Ad Valorem Tax Bonds (Homeland Defense Project) Advance Refunding Savings Monitor, Efficiency and Breakeven Analysis SLGs Escrow — Current Market Rates Series Maturity Date Coulson Refunded Par Par Call Nominal Date Savings "A, Savings Breakeven Negative Escrow 505, Yield Arbitrage Efficiency Efficeney? Movement (b )s) 2007B 1/1/2023 5.000% 7,325,000 1/1/2017 1,057,096 14.43% 88,740 92.26% Yes 67 2007B 1/1/2024 5.000% 7,705,000 1/1/2017 1,188,136 15.42% 105,614 91.84% Yes 43 2007B 1/1/2025 5.000% 8,095,000 1/1/2017 1,313,649 16.23% 121,791 91.52% Yes 41 2007B 1/1/2026 5.000% 8,515,000 1/1/2017 1,410,763 16.57% 140,899 90.92% Yes 42 2007B 1/1/2027 5.000% 8,950,000 1/1/2017 1,431,371 15.99"/ 154,061 90.28% Yes 48 2007B 1/1/2028 5.000% 9,295,000 1/1/2017 ' 1,423,477 15.31% 166,960 89.50% Yes 46 Special Obligation Bonds (Street and Sidewalk Improvement Program, Series 2007, Advance Refunding Savings Monitor, Efficiency and Breakeven Anal sis OMS Escrow -- Current Market Rates Series Maturity, Date Coupon Par Par Call Nominal Refunded Date Savings Savings Breakeven Negative Escrow 50% Yield Arbitrage Efficiency Efticency? Movement (bps) 2007SPEC 2007SPEC 2007SPEC 2007SPEC 2007SPEC 2007SPEC 2007SPEC 2007SPEC 2007SPEC 2007SPEC 2007SPEC 2007SPEC 2007SPEC 2007SPEC 2007SPEC 2007SPEC 2007SPEC 2007SPEC 2007SPEC 2007SPEC 1/1/2019 1/1/2020 1/1/2021 1/1/2022 1/1/2023 1/1/2024 1/1/2025 1/1/2026 1/1/2027 1/1/2027 1/1/2028 1/1/2029 1/1/2030 1/1/2031 1/1/2032 1/1/2033 1/1/2034 1/1/2035 1/1/2036 1/1/2037 4.250% 4.375% 4.500% 4.500% 5.250% 5.250% 5.250% 5.250% 4.750% 5.250% 5.250% 5.250% 5.250% 5.250% 5.250 5.000 5.000 5.000% 5.000% 5.000% 2,060,000 2,155,000 2,250,000 2,355,000 470,000 2,605,000 2,745,000 1/1/2018 1/1/2018 1/1/2018 1/1/2018 1/1/2018 1/1/2018 1/1/2018 2,895,000 1/1/2018 105,000 1/1/2018 2,945,00D 1/1/2018 3,215,000 1/1/2018 3,385,000 1/1/2018 3,570,000 1/1/2018 3,760,000 1/1/2018 3,965,000 1/1/2018 4,175,000 1/1/2018 4,385,000 1/1/2018 4,610,000 1/1/2018 4,850,000 1/1/2018 5,095,000 1/1/2018 Cit of Miami Refundin _ Anal sis Results 34,264 78,716 132,000 194,952 52,930 325,429 372,091 400,195 10,500 397,312 413,019 405,965 413,432 427,561 436,138 332,446 511,386 514,939 537,385 538,657 1.66% 3.65 5.87% 8.28% 11.26% 12.49% 13.56% 13,82 % 10.00% 13.49% 12,85% 11.99% 11.58% 11.37% 11.00% 7.96% 11.66% 11.17% 11.08 % 10.57% 14,320 70.53% Yes 25,065 75.85% Yes 34,582 79,24% Yes 36,196 84.34% Yes 10,964 82.84% Yes 69,926 82,31% Yes 81,780 81.98% Yes 95,817 80.68% Yes 3,609 74.42 % Yes 101,785 79.61% Yes 116,404 78.01% Yes 129,963 75.75 % Yes 140,963 74.57% Yes 151,881 73.79% Yes 163,759 72.70% Yes 175,722 65.42% Yes 212,177 70.68% Yes 229,668 69.16% Yes 245,961 68.60% Yes 264,754 67.05% Yes 132 115 104 67 99 119 90 88 66 95 99 97 91 81 78 74 39 38 58 56 2007B Limited Ad Valorem 2007 S lecial Obligation Assumed Delivery Date All -In -TIC Escrow Yield Refunding Par ($) Refunded Par ($) Bonds Refunded NPV Savings ($)* NPV Savings as a % of Refunded Par Negative Arbitrage ($) Gross Savings ($) 3/1/2016 2.69% 0,64% 43,740,000 49,885,000 2023-2028 7,834,863 15.70% 789,714 3/1/2016 3,35% 0.87% 60,330,000 61,595,000 2019-2037 6,706306 10.88% 2,543,705 9,472,750 9,028,684 Credit Rating Strategies. The City has seen upgrades recently from the credit rating agencies due to a variety of factors. Primary among them are the new management team that has taken office, a resurgent economy that is expected to continue growth, and consistent surpluses that have fortified the City's reserves. While there are many positive indicators, the City still does face challenges. The City's current pension obligations representdifficulty from a budget requirement and long-term liability standpoint, however, recently implemented changes can help to alleviate this burden. Showing signs of improvement here by controlling costs could help to further boost ratings. Another issue for the City's credit quality is the relatively weak socioeconomic status of many of the City's residents. The median family income lags behind cities of comparable size, and the poverty level is substantially above the state and national rate. However, high levels of poverty would not necessarily cap the City's rating category if the City continues its improvement in the other key areas. AGGRESSIVE MARKETING STRATEGY As senior manager, PNCCM would coordinate and execute the proposed marketing plan with the City, PFM and our internal banking and sales teams. We believe the focus and orientation of the City's marketing strategy should be on the following investor outreach techniques: Create an Online Investor Presentation. Investor presentations have become more commonplace in the municipal market. PNCCM would craft an online investor presentation in advance of an upcoming bond transaction. This is an effective way for the City to inform investors and provide detailed accounts of its underlying credit strengths. It will be important for the City and its finance team to reach out to investors directly and educate them on the underlying strengths of the City's credit. Ideally, we suggest issuers make their investor presentation available via the internet at least one to two weeks prior to pricing, usually in conjunction with the posting of the Preliminary Official Statement ("POS"), as investors will need sufficient time to review the material and obtain the required internal approvals. Members of PNCCM's City of Miami finance team have extensive experience drafting successful online investor presentations for their issuer clients. Initiate Direct Contact with Investors. While there is significant value in using an online investor presentation to educate investors ahead of a financing, we believe that it could also be beneficial for the City to conduct one-on-one meetings or calls with targeted investors. Investors in the current market express a strong desire to establish direct contact with issuers prior to investing in municipal transactions. Investors find great value in the ability to ask questions and interact directly with municipal officials and finance team members. In order to facilitate investor dialog, PNCCM would recommend the City, along with PFM, engage targeted investors, especially those that provide an opportunity to broaden distribution, through scheduling one-on-one investor conference calls following the release of the online investor presentation. We believe reaching out to targeted investors directly and establishing open lines of communication early in the marketing process could encourage existing and new investors to participate in the City's upcoming transaction. Investor Outreach Strategy. Existing City of Miami investors generally have familiarity with the City's credit structure and often have prior credit approval to review future issues. These investors are prime candidates for City offerings and as part of our investor outreach strategy we would identify and target those current bondholders that may be candidates to own larger amounts of City of Miami bonds. Given that capacity and issuer concentration constraints can prevent certain current holders of the City's bonds from buying significant additional bonds, we would also target bondholders who are not current holders of the City's bonds but who currently hold bonds of other similar credits and potentially have a desire to diversify their holdings. In order to identify and strategically target bondholders that may be candidates to own larger amounts of the City's bonds, PNCCM will analyze holdings of City of Miami bonds and compare holders to investors in comparable Florida counties. The universe of investors in these types of credits are typically not unique to one particular issuer, but there are likely significant holders of these credits that do not own City debt. The majority of investors in City of Miami bonds will likely be institutional. With this type of credit and rating, retail investors will be expected to remain on the sidelines. The three most probable institutional buyers of the bonds will be money managers, investment advisors and mutual funds. The money managers and investment advisors are expected to be primarily interested in the shorter maturities, particularly in years 5 — 8. The bulk of the potential investor base for the City's bonds will likely be comprised of mutual funds. In addition to selling to the more common Tier I investors that are generally covered by most underwriting desks, PNCCM will also work with Tier II and Tier III investors that are commonly overlooked by larger investment banking firms. In certain circumstances, PNC Bank may be a candidate for purchasing City of Miami bonds, one outlet for non-traditional investor interest. Maintain Structuring Flexibility. Prior to pricing, PNCCM will work with the City and PFM to further refine the structure to appeal to the widest investor base and achieve the lowest possible borrowing cost. Below, we highlight several of the structuring alternatives PNC uses to overcome market volatility during the pricing process. Structuring Alternative Coimnentary Coupon bi-furcation Shorter call bonds Non -callable bonds Amortization structure ■ Use of more than one coupon per maturity ■ Caters to different buyer segments to increase competition and stimulate demand • Offer certain bonds with a shorter call date • Certain investors may prefer shorter call dates at a lower nominal yield • Offer longer duration bonds without a call option • Investors looking for a longer investment horizon may be willing to Pay a higher price/lower yield for the non -callable option • Depending upon investor demand across the yield curve, examine different principal amortization structures to maximize demand — potential use of "mini term bonds" to create larger block size and remove bonds from certain shorter term maturities b) Describe the Proposer's understanding of the City's local political, economic, legal and other issues that may affect the proposed financing (limit to two (2) pages). PNCCM Understanding of the City. As mentioned in subsection 7(a) above, the City recently held a much lower credit rating that its current rating. It should be noted that five years ago during the recession, the markets collapsed and the City was under heavy fire from the labor unions, pensions and the like. Additionally, the 2012 U.S. Securities and Exchange Commission ("SEC") investigation brought a pall over the perception of the City's credit quality in the market. Since that time, the City has seen improvement in almost every area. The City underwent significant personnel changes and worked to resolve labor disputes, enact pension reforms and renegotiations, and make other major improvements. Through strategic staff upgrades in several key departments, including the City Manager's Office and the Finance Department, the City has been able to improve its financial stability and overall management of the City. Additionally, the local economy has seen dramatic improvement in recent years. The credit rating agencies have taken obvious notice of the economic recovery in the greater Miami region, as well as the City's internal organizational improvements. There is still a compelling message to be told to the market. In any upcoming financing, it is incumbent upon the City to emphasize the quality of its credit with potential buyers of its bonds. A carefully laid out marketing strategy can help to demonstrate to the investor community the many positive factors that have gone into the City's significant credit turnaround. 8. DESCRIPTION OF THE APPROACH TO PROVIDING SERVICES REQUESTED IN THE SOLICITATION Provide a synopsis the Proposer's process and procedures, the standards it adheres to, and its general philosophy to the underwriting process. Describe how the Proposer views the roles of the other parties, such as the client, in the process. As described more fully in Section 5(e), as part of its approach/procedure to every underwriting, PNC utilizes and incorporates a combination of factors to ensure a successful execution of every transaction: Aggressive Marketing - A targeted approach to grow both the size of the investor universe and diversification of the investor universe. This involves raising awareness in the investor community of all transactions and the pipeline; Large Balance Sheet - PNC has a large balance sheet with the capacity to compete with any firm on the street. The Firm also has a strong willingness to utilize this balance sheet in order to ensure a smooth and successful transaction; and 25 4PNC Communication and Transparency - PNC views all underwritings as a true partnership with every client from beginning to end. All clients are involved in marketing investor outreach programs, have access to 100% of desk resources for market information and are provided market comparisons. PNC fully understands the importance of providing transparency throughout the entire process and is dedicated to keeping clients informed and involved at all stages. All clients are provided access to market information, investor color and various structuring options at all times in order to optimize overall execution. As part of the communication efforts, the PNC clients receive post Bond Purchase Agreement ("BPA") trading and pricing information as well as a comprehensive summary of sale. PNCCM has a thorough and thoughtful process of overseeing an underwriting. Every transaction, regardless of size or what PNCCM's liability is, goes to PNCCM's Commitments. Committee for approval of allocation equal to 100% of the transactions notional amount. The responsibility and power of the allocation lies entirely within the sole discretion of the Head of PNCCM's Underwriting Desk, Shahin Zandfard. This allows PNC to commit capital in support of all transactions quickly and willingly. 9. TRADE SECRETS EXECUTION TO PUBLIC RECORDS DISCLOSURE PNCCM has not included any trade secrets in this proposal. 27 (E), PNC APPENDIX A: AFFIDAVIT OF PROPOSER'S DECLARATION OF COMPLIANCE 28 GPNC Affidavit of Proposer's Declaration of Compliance STATE OF FLORIDA COUNTY OF ORANGE The undersigned, cja�v. MCI4 z— , being duly sworn, hereby states: The contents of this proposal satisfy each of the minimum requirements listed under Section 2.9 "Proposer's Minimum Qualifications," of the Request for Qualifications. I declare that, to the best of my knowledge and belief, the information herein is true, correct and complete. Executed this I5 day of December, 2015. etor, PNC Capital Markets LLC NOTARY ACKNOWLEDGEMENT STATE OF 1) v , COUNTY OF 0(61/0 RENAI CRABTREE NOTARY PUBLIC STATE OF FLORIDA Comm# FF172251 Expires 2/22/2019 Title My commission expires: 4 2- / of �/ APPENDIX B: CERTIFICATIONS 29 €PNC Certification Statement Please quote on this form, if applicable, net prices for the item(s) listed. Return signed original and retain a copy for your files. Prices should include all costs, including transportation to destination. The City reserves the right to accept or reject all or any part of this submission. Prices should be firm for a minimum of 180 days following the time set for closing of the submissions. In the event of errors in extension of -tot Kihe unnt prices shall govern in determining the quoted prices. We (1) certify that we have read your solicitation, completed the necessary documents, and propose to furnish and deliver, F.O.B. DESTINATION, the items or services specified herein. The undersigned hereby certifies that neither the contractual party nor any of its principal owners or personnel have been convicted of any of the violations, or debarred or suspended as set in section 18-107 or Ordinance No. 12271. All exceptions to this submission have been documented in the section below (refer to paragraph and section). EXCEPTIONS: We (I) certify that any and all information contained in this submission is true; and we (1) further certify that this submission is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a submission for the same materials, supplies, equipment, or service, and is in all respects fair and without collusion or fraud. We (I) agree to abide by all terms and conditions of this solicitation and certify that I am authorized to sign this submission for the submitter. Please print the following and sign your name: SUPPLIER NAME PNC Capital Markets LLC ADDRESS 420 S. Orange Ave:, Suite 300, Orlando, FL 32801 PHONE: 407-428-3021 EMAIL: john.martinez@ nc.corn SIGNED BY. G ---1 FAX: 407-428-3025 PER. 407-404-0274 (cell) 6hn Martinez TITLE: Director `s DATE. 12/14/15 FAILURE TO COMPLETE. SIGN, AND RETURN THIS FORM SHALL DISQUALIFY THIS BID. Page 2 of 42 Certifications Legal Name of Firm: The PNC Financial Services Group, Inc. Entity Type: Partnership, Sole Proprietorship, Corporation, etc. Corporation Year Established: 1852 Office Location: City of Miami, Miami -Dade County, or Other 2711 NE 187 Street, Aventura, Miami -Dade County, FL 33180 Occupational License Number: Account #: 7064637; Receipt #: 7342322 Occupational License Issuing Agency: Miami -Dade County Tax Collector Occupational License Expiration Date: 9/30/2016 Please list and acknowledge all addendum/addenda received. List the addendum/addenda number and date of receipt (i.e. Addendum No. 1, 7/1/07). If no addendum/addenda was/were issued, please insert N/A. Addendum No. 1, 12/2/2015; Addendum No. 2, 12/10/2015 If Proposer has a Local Office, as defined under Chapter 18/Articlle III, Section 18-73 of the City Code, has Proposer filled out, notarized, and included with its bid response the "City of Miami Local Office Certification" form? YES OR NO? (The City of Miami Local Office Certification form is located in the Oracle Sourcing system ("iSupplier"), under the Header/Notes and Attachments Section of this solicitation) Yes Page 3 of 42 Line: 1 Description: Please disregard this Line Item and refer to Section 3.1, Specification/Scope of Work, and Section 4.0, Submission Requirements. category: 94656-00 Unit of Measure: Unit Price: $ Number of Units: Total: $ ( A Page 4 of 42 APPENDIX C: RED BOOK LISTING 30 &PNC PNC December 14, 2015 On behalf of PNC Capital Markets LLC ("PNCCM"), I hereby affirm that PNCCM has national, regional and local recognition as an underwriting firm as exemplified by continuously maintaining a Red Book listing within the area od Dealers & Underwriters for at least two (2) years. As further evidence, please refer to the pages following this affirmation which document PNCCM's current Red Book listings for the offices of the personnel mentioned in this proposal. lui MartiiYez Director — Public Finance PNC Capital Markets LLC. PNC Capital Markets LLC Member of The PNC Financial Services Group 1600 Market Street, Philadelphia, Pennsylvania 19103 Products and Services are offered through PNC Capital Markets LLC, a registered broker dealer, member FINRA and SIPC a subsidiary of PNC Financial Services Group. Investments and Insurance: Not FDIC Insured. No Bank or Federal Government Guarantee, May Lose Value OPH eroxplacti maamt SEARCH SEARCH n cipa marketplace' AIOVArs3CED UPDATE ACCOUNT LISTING INFORMATION Indicates, Premi4m Bold Indicates Enhanced ListinE tratiOzed type indicates-compan Regular type indicates -standard 420 S. Orange -Ave. Ste. 300. Orlando" FL 32801 ig,41 wspx-flo il2-111*.cle:liaileill La. PNC. CAPITAL MARKETSLLC Deafer/Underwriter Fort Louderdale, FL. PNC-CAOITAL MARKETS LLC DealerlUnderwriter Criartdo,. FL PNC: CAP ITAL MARKETS LW: :Dealer/Underwriter ,Atlanta, GA PNC. CAPITAL IVIARKETS LLC 'Dealer/Underwriter Chicago; IL PNC;CAPITAL IvIAPKE.TS LLC Dealer/Underwriter •Indiananells,111: PNC.CAPITAL MARKETS LW Doeier1LinderwrIter ONP CAOITALMARKETS,LLC .DealerilindenkrIter. :Mew...WOW PI\IP'CAPITAL MARKETS 1-i-P Dealer/Uncial:writer Charlotte, NC ONGCAPITAL MARKETS LLC Dialeritinderiniter Clrichinati; pmc.-:cAprrAL MARKUS LLC. Dealer .Cieyeland,CH. P NC CAPITAL MARKETS- lie: DealeriUndermiter Columbus, OH, PNC CAPITAL MARKETSILC Dealer/Underwriter Lancaster,' PA pt,IC 'CAPITA L. MARKgTS LLC Dealer/Underwriter .,Pittsburgh; PA PNG.CAPITAL MARKETS" LLC Dealer/Lindendriter Wilkes-Barre, PA 0 E L. HELP PERSONAL DIRECTORY PNC CAPITAL MARKETS LLC LC GOUT 10i $1! frfe:e TOP 1000 t5S1JEPIS HOME PAGE MEMBER: Ft N RA StPa TAX ID : 20-3719138 DTC: 2835 NSCc:.2835 EXPERIENCE: Underwriter ,.444104001, Jib wr.11 lobowl:41oLiti Atir, WEBSITE: www.pne, corn INVESTMENT BANKING. John Martinez, Dir: 401-428-3021 john.martinez@pnc.com 0 2014 Accuity, Inc. All rights reserved. Terms of Use. dicite.E "AtiVati P NC. CAPITAL -MARKETS: LLC ,•DealeritMderwritet Fort Lauderdale, FL Pi \I,CCAPITAcivIARKE.TS LLC . • DetierILIndervMier. Oriando•FL PNCCAPITAL MARKETS LLC. •DelleVlinelemiter Atlanta , • . PNC CAPITAL MARKETS. LLC Pealerilinderwriter ChiCago, It PNg•CAPITAL MARKETSILP: DeateriLinderiwritor IndiOnapolls;114 PNC "CAPITAL .MARKETS LLC •Dealer/Linden/4er • Louisville., KY.'L• PNCCAPITAL MARKETS LLC Deelattimiehmiter •NewYork;LNY PNC; CAPITAL MARKETS D.ealerAritierwiter L•Chariptie,f NC.f PNC cAprrAt. MARKETS LLC Dealer/Widen/alter Cfricirinati, CH PN,CCAPITAL MARKETS .1.LP DealerlUncieriffliterCIevndQH PNC,PAPITAL IVIARKETS LLC "Dialerpoderiticiter • CotOrribuS,OR pNC;;CAPITALLNJARIWCS LLC DeareriUmieryirlter. Larica0er;•PA pli,c;c4wn'AL MARKETS LLC PItichtirgh,:PA PNC CAPiTAL MA RKETS:LLC .Dealerilthriermiter. Wilires-Barre,,PA ACCOUNT ir,3FORNIATiON 1•ItfigeoteOrariiitini WOO • poicilndic44.4n1mc41 ListtncPNC PAPET4:MARicaTis-L4c- hitiogpakvic;onoicate4-:p;opin, PegularlyOefindicates-standard.ilstir; zap ;E: Prowarci BIvi -T frim,L F04 4aderdoe. FL 33301. HELP PERSONAL OGRECTORY LII TOI.Or 1Fri :1',"04,,, IVY [rt, '1111 r+1 41 Dol Or, 'M 411I'" •k-g-tA ' " •PloiHiitii,LAW1,11 ia.alr eittOr.,Ita r Li1Pri mr," MEMBER: FINRA SIPC TAX ID :.204719138 DTC:•435 NSCC: 2835 EXpERIgNCE:r Underwriter INEBSITE: www_pric.com INVESTMENT BANKING William K. "Hayden, Mng Dir 9544454303 williantiwyclen@pnc.com 0 2°14. Accuity, tnc.AU;rtjhtsreserYecL Terms of Use. mttnICIpairriarkeVpiace. P...1 L. 1 ENE MAIN SEARCH AovANCED SEARCH UPDATE ACCOUNT HELP PERSONAL LISTING INFORMATION DIRECTORY LOGICIUT TOP 1000 HOME PAGE tESUERS ).,Infit:*4:Pfernium:pOikig 1304,,Indfca*iEtihgptid Listin(PNC.CAPITALMARKETS'LLC 1takf;kecktippli*tcqtfii pciroprl. Regulaitylia-indicratesstanclard Liar 474LPiecimont.Row.Dr qt.:1404i; O';!1,2(fl RETSTEC 0-94116gm VAIN WIT** tAtilkz 4P-2 PriCiCAPITALIVIARKETS'LLO: i:a16ritinderkitritet Fort Lppdriialel., FL David Fiedler' pmQ.-cApiTALARKgTs • - . , . Deelprilindervinfer Mng Dir 7045711:1367:3 Orlapdo, EL etiCCAPITAL MARXETS LLC d6vidlischer@pnc:com. i.DealeriUndepiv.rifqr Atlanta,.Gik PRO-,CAPITAL MARKETS LLC, DselddrirdeB4rat•- . : • 0 2014-Accuityi Inc.All'rightS,re,s;erved:.T Chicago, IL .es of Use FiNg CA101-17A1,..MARKETS:4-.p.i. DeateriOncterviritet Indianapolis,IN FNG,OAP1TALMARKETS.U.C: '..Dgaiedupdartyrjter Louisvule,.}cy: pmo. CAPITAL mARKp:e..I-LP 1,16yiYorKNY FNP.s.:AP1TALMARKETS.U.O tOjedunctpDiOlter. Charlcitte,14C- Od CAPITAL MARKETS Lic :B4i14raidetwriter. -.Cincinnati OH PNC CAPITAL nt,,,RKETS LL,C, ' Dealerlundelwriter Cleveland, OH, '.cigaier&p:derwritqr Columbus, OR PNC•cAPITAL MARKETS LLC :D;ealeril),ridoruvriWt Lancaster, PA D.OgriuoClerviriter: Pittsburgh, PA PNC:•.:.cAPITAL MARKETS, LLC DIaler/Upcleptiriter Wilkes-Barre, PA , toe ytoLQ.. , meow- 444401 ppitrir ISTIER3ER: TAX ID : 207-71913,3- DTC2835 NSCC.2835 EXPERIENCE -Underwriter WEB, rq,priC.:ciarn Matthew R9ggenkurg. MreDir. 704-551-719 matthew...roggenburggpneze.orn rnunicipairriarkezpiacia MAIN ADVANCED SEAR CH SEARCH UPDATE LISTING ACCOUNT INFORMATION HELP PERSONAL DI RECTORY LOGOUT TDP 1000 ISSUERS HOME PAGE- &cc I-Ipdircatee, Premium SolitInclicate.%Enhonced Listin lt411040typiindlcaOsromparr RegUlar type.inclicatesstandard Hs& fg"Kor OA' 0,03113 Intatkm PNC CAPITALMARKETS LLC Dealer/Underwriter Fort Latiri erda le, FL PNC CAPITAL MARKETS LLC Dialerit.Indeniariter Oilondo,,FL PNP:CAPITAL MARKETS LLC DealeriUndelwriter Atlante,, GA PNC CAPITAL MARKETS. LLC: Dealer/Underwriter Chicego,IL PNCCAPITALMARKETS LLC- • Dealerik/nderWiker Indienapoll%1N' PNVCAPITALMARKETSLLC Dealer/Underwriter LOulsville; KY F.'N.C.CAPITAL MARKETS .LLC Oar/Underwriter NewYork, NY PNC. CAPITAL. MARKETS LLQ DeAlOr1Undp*iter chariotte, NC PNC CAPITAL MARKETS LLC; Diale.riUnderwriter. Cincinnati, OK PNptAPITALMARKETS,u.q pe-6140:191466vr4er- Cleylonc4OK PNC CAPITAL -Dealerpndenioiter Columbus. OH- PNC CAPITAL MARKETSLLC pealoriungerkiter. Lancaster PA PNC CAPITAL MARKETS. LLC DealerlUndeiwriter - . Pittsburgh, PA PNC CAPITAL MARKETS LLC Dealer.kin.Oprikrifer Wil4.541417*, PA PNC,PAPITALVARKETS LLC 340. Madisen Aye. NewYork NY..1(117: MEMBER: FIN RA SIP C 'TAXID.; 20,371913B . DTC:2835:. NSCC: 2$35 Underwriter FAX 212-210497g WESSITE: www.pnc.:com TAXABLE TRADIIiG Jesus Contalapiedra, Mng Dir 212-210497B MEDAN COME" SALES • Chri%Cesentino, king Dir,:lViuni Specialist 2.12-339,47.3 Bob Djorup Mng Dir 212427-3937 Ken .Kates, Mng Dir 2124784950 Tom Huthwaite, AingDir, 212-339-5733 Bob Pabst, lying Dir 212427-7304 Claire Weiss, Sales Assoc 212-339-5733 INVESTMENT BANKING Robert E.'Dolley, Mng Dir, Mgr " 212-7524112 roWtsclgileygprts,com king Dir 212-7624104 winiam.hayden@pnc.com Nicoi Malas, Mng Dir 212q524135. nicolmolos@pnc.corn MarkfQuinnJiF Mng Dir 215,5&5-1245 Eric Golyrisky,. Z2-7524103 eric,gojynskyRpnc„com Amanda Parker, Dir 212-210-9997 'amend% parker©pnc„com Lawrence Stephens', Dir 212-752-5124 lawrence.stephens6pnc.com wrogifipiA9pArri tiew.q PI i IQ PNC::CAPITAL MARKETS DealerluhdeNTlter Fort Lauderdale; Ft- PNC. CAPITAL MARKETS LLC Dealer/Underwriter. Orlando,:FL PNG;CAPITAL MARKETS LLC Dealer/Underwriter, Atlanta; GA PNC. CAPITAL.MARKETS, LLC. Dealerlunderwriter. Chicago, IL PNC-CAPITAL MARKETS LLC Dealer)Undatarriter Indianapolis; IN PNC; CAPITAL MARKETS LLC DealerNndetwriter Louisville, KY PNC CAPITAL -MARKETS LLC DaaleriUnderwriter- NewtYork,:NY PNC CAPITAL IviARKETS LLC: Dealertunderwrlter Charlotte, NC PNC MARKETS LLC Dealerlllndenvriter' Cincinnall; OH, PNC CAPITAL:MARKETS LLC Dealer/Undermrner_ Cleveland, OH., PNG .CAPITAL MARKETSLLC Dealer/Underwriter Columbus; OH PNC CAPITAL MARKETS LLC Dealer/Underwriter: Lancaster; PA. PN—C-CAPITAL MARKETS LLC DealerlUndetwnter• - Pittsburgh,PA_ • PNC: CAPITALMARKETS' LLC Dealer/Underwriter Wilkes-Barre, PA r,r unicipatmarkatplace r3 'El Li MAIN SEARCH ADVANCED UPDATE ACCOUNT HELP SEARCH LISTING INFORMATION PERSONAL DIRECTORY LOGOUT TOP 1000 ISSUERS HOME PAGE vindicates Premium Listing I Bold. kb:Boatee.Enhanced usnndPNC.CAPITAL MARKETS LLC' italicized ype'inclicates compan. Regular type Indicates -standard listin 1800, Markel St,_ 21stFL KE87L'LG Philadelphia,_ PA 19103 :MEMBER:-FINRA SIPC TAXID -:203719138 DTC: 2835 NSCC"2835 EXPERIENCE:.. Underwriter JAI FAX 215-585-5525 WERSfTE:' wwwIpnc.com INVESTMENT BANKING Robert E. Darley, Mng Dir Mgr 215,5854357 robertdaitey@pnc:com Mark F.—Quinn. tH. Mng Dir 215-585-1245 mark.quinn@pnc-com Matthew Tevis, Mng. Dir, 215-585-1202. niatthevi.tevis@pnc-cam ChristopherTgcker,. Mng Dlr 215-585-6407 chnstopiier tucker@pnc;com Samantha Funk; Dir -21E-585-5432 • sementhafunk@pnc♦com. Nicholas Tripician, Dir 215-585-7416 nicholas.tripician@pnccom Timothy Care, Sr Assoc 21585-1323 dmothy.care@p c.com Charles Gress, Analyst '2115-585-7340 'charles:gress@pnc-com Lance Munger 'Analyst 215-585-3948: Iance.munger@pnc.com 'MUNICIPAL DERIVATIVES R. Kyle Patina, Mng Dir 215-585-1204 Fax: 215-5855-1205 kyIe,patIno@pnc.com MUNICIPAL.TRADING, UNDERWRITING &:REMARK,ETING TEL: 215-585-144.1 FAX 215-585-1453 Shahin Zandfard,. Mng Dir, Mgr - Mark DeNIck,. Mng Dir, Trad ing Michael Gilmore: Mng Dir,,Short Tem1 Trading 8rita Bell, Sr.Asseo Steven Chninero, SrAssoc Matthew: Schiavi, Sr Assoc; Trading Kim Wagner. SrAssoc Kyle R_ Smith, Assoc' AnthonyTaormiria, Assoc municipaimarketplase MAIN SEARCH SEARCH ADVANCED UPDATE ACCOUNT LISTING INFORMATION rriadtieuinn@pnc_com PIndicatesPrerniurcr Listing Bold IndicateS.Ephanceil Lietinl Matthew Tevis, ftalicized type inclicatescorn pan Wing Dir. Regular type indicates standard listin215585-1202 roatthew.tevis pnc.corn Riffaagq-Arffic4A 14K L-1,514:L t PNC-CAPITAL MARKETS LO Dealeritkiderviriter' 'Fort Lauderdale,. EL pNC cARITAL. MARKETS LLC Dealer/Underwriter Orlando; EL. PNO: CAPITAL. MARKETS LLC Dealer/Underviriter.. Atlanta; GA PNC CAPITAL MARKETS LLC Deafar1Uhtlerwriter Chicago, IL pNC,CAPITAL MARKETS_ LLC- DepleritIndemiter Indianapelts, IN PNCCAPTIAL MARKEFS Dealer/Underwriter Louisville; Kr pNC CAPITAL MARKETS I_LC DealetkinderWriter. New-York:NY PNC ,CAPITAL MARKETS LLC DealertUademiter Charlotte ; NC: PNC. CAPITAL MARKETS LLC Deafer/Underwriter Cincinnati, CH PNIC•CAPITAL MARKETS LLC Dealer/Underwriter' Cleveland; OH PMC. CAPITAL MARKETS LLC. DeatedUriderOiter Columbus, OH PNC C.AIDITAL:MARKErS LLC Dearpritinderwriter .-Lancaster, PA PNC: CAPITAL MARKETS:I:Lc Dealer/Underwriter Fttsburgh; PA PNC CAPITAL MARKETS- LLC Deafer/Underorriter. Wilkes-Barre, PA CI 1•3 HELP PERSONAL DIRECTORY LOGOLIT TOP 1000 ISSUERS HOME PAGE simanitialmisQpnc_com Nicholas Tripician, Dir 21575857741G nichoIas.tngician@pncCcom charies:gress@pncicom i - Lance iviuriger, Analyst 215,58.5-34.1 laribeLmuager@pnc.corn, MUNICIPAL DERIVATIVES Kyla-Patino, Ming Dir 215-68..54204 Fax: Z15,585,1205 kyle, patinogpne,com MU NICIPAL TRADING,AMDERWRITING & REMARKETING. •TEL: 215585-1441 FAX 215-585-1463 Shahin-Zanard, Ming Dir, .Mgr MarlcDaNick, Mng DirjratOng. MichaeieGilmore, Mng Dir, ShortTerat Trading Adam' Maisano,. Pir;Trading' Brita Bell, SrAssoc Steven Ciminero,. SrAssoc. Matthew Schlavi, SrAssoc,. Trading KIMINagner, .SrAssbc Kyle R, Smith; Assoc Anthony Taormina, AsSoc PNIIADELPIiIA OFFICE. BOND SALES Shahln Zandfard, Mng Mr:Mgr 215-05-1441 David IN Williams, Mng Dir, Sales 215-5854852 Deborah Audino, Sr Assoc, Short-Terrn Sales 215-585-4334 Chad Lindgren, Sr -Assoc, Short -Term Sales 215-50-4335 APPENDIX D: FORM G-37 31 PNC FORM G-37 Name of dealer: PNC Capital Markets LLC Report Period: Third Quarter of 2015 State None State None I. CONTRIBUTIONS made to issuer officials (listed by state) Complete name, title (including any city/county/state or other political subdivision) of issuer official lrMSRB Contributions by each contributor category (i.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals and non-MFP executive officers). For each contribution, list contribution amount and contributor category (For example, $500 contribution by non-MFP executive officer) If any contribution is the subject of an automatic exemption pursuant to Rule G-37(j), list amount of contribution and date of such automatic exemption. II. PAYMENTS made to political parties of states or political subdivisions (listed by state) Complete name (including any city/county/state or other political subdivision) of political party Payments by each contributor category (i.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals, and non-MFP executive officers). For each payment, list payment amount and contributor category (For example, $500 payment by non-MFP executive officer) FORM G-37 Contribution State None III. CONTRIBUTIONS made to bond ballot campaigns (listed by state) Official name of bond ballot campaign and jurisdiction (including city/county/state or other political subdivision) for which municipal securities would be issued and the name of the entity issuing the municipal securities flMSRB Contributions, including the specific date the contributions were made, by each contributor category (i.e., dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals and non-MFP executive officers). For each contribution, list contribution amount and contributor category (For example, $500 contribution by non-MFP executive officer) Reimbursement List below any payments or reimbursements, related to any disclosed bond ballot contribution, received by each broker, dealer or municipal securities dealer, municipal finance professional or non-MFP executive officer from any third party, including the amount paid and the name of the third party making such payments or reimbursements. None FORM G-37 Signature: electronic Name: Donna Trottnow Address: 225 Fifth Avenue, Pittsburgh, PA 15222 Phone: 215-585-1079 Date: Oct 16, 2015 Submit two completed forms quarterly by due date (specified by the MSRB) to: Municipal Securities Rulemaking Board 1900 Duke Street, Suite 600 Alexandria, VA 22314 lTMSRB Signature: electronic Name: Donna Trottnow Address: 225 Fifth Avenue, Pittsburgh, PA 15222 Phone: 215-585-1079 Date: Oct 16, 2015 Submit two completed forms quarterly by due date (specified by the MSRB) to: • Municipal Securities Rulemaking Board 1900 Duke Street, Suite 600 Alexandria, VA 22314 PNC Capital Markets LLC MSRB G-37 Quarterly Report Q2-2015 - Attachment A 1 State County Madison Description City of Huntsville Alabama Water Revenue Bonds Series 2015 Role Negotiated AL DC District of Columbia District of Columbia Southwest Waterfront Project Revenue Bonds (The Wharf Project) Series 2015 Negotiated 8 Lee City of Cape Coral, Florida Water and Sewer Refunding Revenue Bonds Series 2015 Negotiated FL Miami Dade Miami -Dade County Industrial Development Authority (Youth Co -Op Charter Schools Project) Series 2015 A and B Negotiated FL Hillsborough School District of Hillsborough County, Florida, Sales Tax Revenue Refunding Bonds Series 2015 B Negotiated IL Cook unicago i ransit Authority capital grant Receipts Revenue bonds Retunomg series -)m Negotiated KY State of Ohio The Turnpike Authority of Kentucky Economic Development Road Revenue and Revenue Refunding Bonds Series 2015 A and B Negotiated MD Howard Howard County Housing Commission General Revenue Bonds (Capital Improvement Program) Series 2015 Negotiated MI Kalamazoo Kalamazoo Public Schools (Unlimited Tax General Obligation) 2015 Refunding Bonds Negotiated MI State of Michigan State of Michigan General Obligation Environmental Program Refunding Bonds Series 2015 A Negotiated NC Chatham County of Chatham, NC Refunding Limited Obligations Bonds Series 2015 Negotiated NC Brunswick Town of Oak Island, North Carolina Enterprise System Revenue Refunding Bonds Negotiated NC Henderson County of Henderson Limited Obligation Bonds Series of 2015 Negotiated NC Mecklenburg City of Charlotte NC Water and Sewer Refunding Revenue Bonds Series 2015 Negotiated NC Onslow County of Onslow Limited Obligation Bonds Series 2015 Negotiated NY Bronx, Kings, New York, Queens, Richmond City of New York General Obligation Bond, Fiscal 2016 Series A and B Negotiated NY State of NY Metropolitan Transportation Authority Transportation Revenue Refunding Bonds Series 2015C Negotiated NY State of NY Metropolitan Transportation Authority Transportation Revenue Refunding Bonds Series 2015D Negotiated OH State of Ohio State of Ohio Higher Educational Facility Revenue Bonds (Denison University 2015 Project) Negotiated OH Cuyahoga City of Cleveland Ohio Various Purpose General Obligation Refunding Bonds Series 2015 Negotiated OH Hamilton City of Cincinnati Ohio Unlimited Tax General Obligation Bonds Series A B and C Negotiated OH Cuyahoga City of Cleveland Ohio Subordinate Lien Income Tax Refunding Bond Series 2015 B Negotiated OH Lucas County of Lucas Ohio Hospital Revenue Bonds (Promedica Healthcare Obligated Group) Series 2015B Negotiated PNC Capital Markets LLC MSRB G-37 Quarterly Report Q2-2015 - Attachment A State PA County Westmoreland Description Municipal Authority of Washington Township, Guaranteed Sewer Revenue Bonds, Series of 2015 Role Negotiated PA Allegheny Township of Indiana General Obligation Bonds Series 2015 Negotiated PA Susquehanna Montrose Area School District General Obligation Bonds Series 2015 Negotiated PA York York County Industrial Development Authority Exempt Facilities Revenue Bonds (The York Water Company Project) Series 2015 Negotiated PA Bedford Bedford Area School District General Obligations Bonds, Refunding Series A of 2015 Negotiated PA Allegheny Borough of Bells Acres General Obligation Bonds Series 2015 Negotiated PA Luzerne City of Wilkes-Barre Finance Authority University of Scranton Revenue Bonds Series 2015 A and Taxable Revenue Bonds Series 2015E Negotiated PA Snyder Snyder County Higher Education Authority University Revenue Bonds Series of 2015 (Susquehanna University Project) Negotiated PA Franklin Hamilton Township Municipal Authority Guaranteed Sewer Revenue Bonds Series 2015 Negotiated PA Bedford Bedford Area School District General Obligations Bonds, Refunding Series B of 2015 Negotiated PA Philadelphia City of Philadelphia, PA Gas Works Revenue Refunding Bonds Thirteenth Series (1998 General Ordinance) Negotiated PA Luzerne Greater Nanticoke Area School Distract General Obligation Bonds Series 2015 Negotiated PA York Borough of Hanover General Obligation Bonds Series C of 2015 Negotiated PA Montgomery Township of Cheltenham General Obligation Refunding Bonds Series 2015 Negotiated PA Luzerne Dallas School District General Obligation Bond Series of 2015 • Negotiated PA Allegheny The Marshall Township Municipal Sanitary Authority Sewer Revenue Bonds Series of 2015 Negotiated PA Luzerne Municipality of Kingston General Obligation Notes Series of 2015 Negotiated PA Erie Girard School District General Obligation Bonds Refunding Series of 2015 Negotiated PA Butler Township of Cranberry General Obligation Bonds, Series of 2015 Negotiated PA Allegheny : Allegheny. County Sanitary Authority Sewer Revenue Bonds Series of 2015 Negotiated PA Allegheny North Allegheny School District General Obligation Bonds Series 2015 Negotiated PA Mercer Borough of Mercer General Obligation Bonds Refunding Series of 2015 Negotiated PA Somerset County of Somerset General Obligation Bonds Series A and B Negotiated PA York Borough of Hanover General Obligation Bonds Series D of 2015 Negotiated PA Allegheny Penn Hills School District General Obligation Bonds 2015 Negotiated SC State of South Carolina Piedmont Municipal Power Agency Electric Revenue Bonds Series 2015A Negotiated PNC Capital Markets LLC MSRB G-37 Quarterly Report Q2-2015 - Attachment A 3 State County Description Role APPENDIX E: STATE OF FLORIDA CERTIFICATE OF GOOD STANDING 32 e PNC State of Florida Department of State I certify from the records of this office that PNC CAPITAL MARKETS LLC is a Pennsylvania limited liability company authorized to transact business in the State of Florida, qualified on November 13, 2009. The document number of this limited liability company is M09000004482. I further certify that said limited liability company has paid all fees due this office through December 31, 2015, that its most recent annual report was filed on April 16, 2015, and that its status is active. I further certify that said limited liability company has not filed a Certificate of Withdrawal. Given under my hand and the Great Seal of The State of Florida at Tallahassee, the Capital, this the Fourteenth day of December, 2015 ite" Secretary of Tracking Number: CU8816011390 To authenticate this certificate,visit the following site,enter this number, and then follow the instructions displayed. https://services.su n b iz.o rg/Filings/CertificateofStatus/CertificateAuthen tication