Loading...
02/07/2019Thursday, February 7, 2019 6:00 PM City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 Council Chambers - Main Library City Council Meeting Agenda February 7, 2019City Council Meeting Agenda Welcome. We are glad to have you join us. If you wish to address the Council, please complete a Comment Card. Comment Cards are on the right-hand side of the dais by the City Clerk. When recognized, please hand your card to the Clerk, approach the podium and state your name. Persons speaking before the City Council shall be limited to 3 minutes unless otherwise noted under Public Hearings. For other than "Citizens to be heard regarding items not on the Agenda," a spokesperson for a group may speak for 3 minutes plus an additional minute for each person in the audience that waives their right to speak, up to a maximum of 10 minutes. Prior to the item being presented, please obtain the form to designate a spokesperson from the City Clerk. Up to 60 minutes of public comment will be allowed for an agenda item. No person shall speak more than once on the same subject unless granted permission by the City Council. The City of Clearwater strongly supports and fully complies with the Americans with Disabilities Act (ADA). Please advise us at least 48 hours prior to the meeting if you require special accommodations at 727-562-4090. Assisted Listening Devices are available. Kindly refrain from using cell phones and electronic devices during the meeting. 1. Call to Order 2. Invocation 3. Pledge of Allegiance 4. Special recognitions and Presentations (Proclamations, service awards, or other special recognitions. Presentations by governmental agencies or groups providing formal updates to Council will be limited to ten minutes.) 4.1 Outback Bowl Presentation - Mike Schulze-Outback Bowl Director of Communications and Sponsorships; Chuck Riggs-Outback Bowl Board of Directors 4.2 2018 Besties - Mayor Cretekos 5. Approval of Minutes 5.1 Approve the January 17, 2019 City Council Meeting Minutes 6. Citizens to be heard re items not on the agenda 7. Consent Agenda The Consent Agenda contains normal, routine business items that are very likely to be approved by the City Council by a single motion. These items are not discussed, and may all be approved as recommended on the staff reports. Council questions on these items were answered prior to the meeting. The Mayor will provide an opportunity for a Councilmember or a member of the public to ask that an item be pulled from the Consent Agenda for discussion. Items pulled will receive separate action. All items not removed from the Consent Agenda will be approved by a single motion of the council. Page 2 City of Clearwater Printed on 2/7/2019 February 7, 2019City Council Meeting Agenda 7.1 Award five-year agreements to Hilltop Securities and Public Resources Advisory Group, Inc. to provide Financial Advisor services and authorize the appropriate officials to execute same. (consent) 7.2 Approve a Purchase Order for ANGI, Inc. of Janesville, WI, in the amount of $995,000 for the purchase of a mobile compressed natural gas unit, pursuant to Code of Ordinances Section 2.564 (1)(b)Sole Source, and authorize the appropriate officials to execute same. (consent) 7.3 Approve a Vehicle Use Agreement between the School Board of Pinellas County, Florida and the City of Clearwater through August 23, 2019 for the City to utilize Pinellas County School buses at a cost of $1.50 per mile plus $29.00 per hour, for a total estimated cost of $25,000, and authorize the appropriate officials to execute same. (consent) 7.4 Approve an agreement between Beasley Media Group, Inc. and the City to host the 2019 Wild Splash Event at Coachman Park on March 2, 2019, approve a reimbursement payment to Beasley Media Group, Inc. from ticket sales made during the Event and authorize the appropriate officials to execute same. (consent) 7.5 Approve an agreement between the Police Department and Axon, Incorporated, for Digital Evidence Storage and Management, and authorize the appropriate officials to execute same. (consent) 7.6 Award a Construction Contract to Preferred Materials Inc., of Tampa, Florida, in the annual amount of $2,300,000 for 2019 Citywide Roadway Resurfacing project (18-0054-EN), based on unit prices with an option for three one-year renewals and authorize the appropriate officials to execute same. (consent) 7.7 Award a construction contract to Precision Sidewalk Safety Corporation of Ocala Florida, in the amount of $150,000.00 for repair of sidewalks, in accordance with City Code of Ordinances, Section 2.564 (1)(d) Other Government Entities Bids, and authorize the appropriate officials to execute same. (consent) 7.8 Approve a Work Order from GAI Consultants, Inc., for design of Cleveland Streetscape Phase III Reconstruction (16-0003-EN), in the amount of $427,555 and authorize the appropriate officials to execute same. (consent) 7.9 Approve a work order to Engineer of Record (EOR) Brown and Caldwell in the amount of $142,535 to provide design and bidding services for Marshall Street Water Reclamation Facility (WRF) Process Control Gate Repairs (18-0047-UT) and authorize the appropriate officials to execute same. (consent) Page 3 City of Clearwater Printed on 2/7/2019 February 7, 2019City Council Meeting Agenda 7.10 Approve the agreement between Phillies Florida LLC and the City of Clearwater Fire and Rescue Department to provide emergency medical services at Spectrum Field for 2019 baseball events as outlined in the agreement and authorize the Fire Chief to execute same. (consent) 7.11 Approve Renewal of License and Maintenance Services Agreement with Environmental Systems Research Institute (ESRI) of Redwood, CA, for an amount not to exceed $272,340.00 for mapping and land management software licensing and maintenance and authorize the appropriate officials to execute same. (consent) 7.12 Approve a Contract for Maintenance and Services Agreement to Convergint Technologies, Ltd. of Schaumburg, IL, for an amount not to exceed $506,392.22 for services and maintenance of hardware and software for building security control systems and authorize the appropriate officials to execute same. (consent) Public Hearings - Not before 6:00 PM 8. Administrative Public Hearings - Presentation of issues by City staff - Statement of case by applicant or representative (5 min.) - Council questions - Comments in support or opposition (3 min. per speaker or 10 min maximum as spokesperson for others that have waived their time) - Council questions - Final rebuttal by applicant or representative (5 min.) - Council disposition 8.1 Approve a Development Agreement between Decade Properties, Inc. (property owner) and the City of Clearwater, providing for the allocation of 27 units from the Hotel Density Reserve pursuant to Beach by Design; adopt Resolution 19-03, and authorize the appropriate officials to execute same. (HDA2018-10002) 9. Second Readings - Public Hearing 9.1 Adopt Ordinance 9210-19 on third reading, vacating a portion of a gas line easement located at 1285 Missouri Avenue, as described in Official Records Book 6366, Page 1043, Official Records of Pinellas County, Florida. Page 4 City of Clearwater Printed on 2/7/2019 February 7, 2019City Council Meeting Agenda 9.2 Adopt Ordinance 9211-19 on second reading, annexing certain real properties whose post office addresses are 3040 and 3076 Hoyt Avenue, Clearwater, Florida 33759, into the corporate limits of the city and redefining the boundary lines of the city to include said addition. 9.3 Adopt Ordinance 9212-19 on second reading, amending the future land use plan element of the Comprehensive Plan of the city to designate the land use for certain real properties whose post office addresses are 3040 and 3076 Hoyt Avenue, Clearwater, Florida 33759, upon annexation into the City of Clearwater, as Residential Low (RL). 9.4 Adopt Ordinance 9213-19 on second reading, amending the Zoning Atlas by zoning certain real properties whose post office addresses are 3040 and 3076 Hoyt Avenue, Clearwater, Florida 33759, upon annexation into the City of Clearwater, as Low Medium Density Residential (LMDR). 9.5 Adopt Ordinance 9214-19 on second reading, annexing certain real properties whose post office addresses are 2655 Morningside Drive and 1835 Marilyn Drive, Clearwater, Florida 33759, into the corporate limits of the city and redefining the boundary lines of the city to include said addition. 9.6 Adopt Ordinance 9215-19 on second reading, amending the future land use plan element of the Comprehensive Plan of the city to designate the land use for certain real properties whose post office addresses are 2655 Morningside Drive and 1835 Marilyn Drive, Clearwater, Florida 33759, upon annexation into the City of Clearwater, as Residential Low (RL). 9.7 Adopt Ordinance 9216-19 on second reading, amending the Zoning Atlas by zoning certain real properties whose post office addresses are 2655 Morningside Drive and 1835 Marilyn Drive, Clearwater, Florida 33759, upon annexation into the City of Clearwater, as Low Medium Density Residential (LMDR). 9.8 Adopt Ordinance 9218-19 on second reading, annexing certain real property whose post office address is 2720 Daniel Street, Clearwater, Florida 33761, into the corporate limits of the city and redefining the boundary lines of the city to include said addition. 9.9 Adopt Ordinance 9219-19 on second reading, amending the future land use plan element of the Comprehensive Plan of the city to designate the land use for certain real property whose post office address is 2720 Daniel Street, Clearwater, Florida 33761, upon annexation into the City of Clearwater, as Residential Urban (RU). Page 5 City of Clearwater Printed on 2/7/2019 February 7, 2019City Council Meeting Agenda 9.10 Adopt Ordinance 9220-19 on second reading, amending the Zoning Atlas by zoning certain real property whose post office address is 2720 Daniel Street, Clearwater, Florida 33761, upon annexation into the City of Clearwater, as Low Medium Density Residential (LMDR). 9.11 Adopt Ordinance 9221-19 on second reading, annexing certain real properties whose post office addresses are 808 Glen Oak Avenue East, 3048 Lake Vista Drive, and 3064 Hoyt Avenue, Clearwater, Florida 33759, into the corporate limits of the city and redefining the boundary lines of the city to include said addition. 9.12 Adopt Ordinance 9222-19 on second reading, amending the future land use plan element of the Comprehensive Plan of the city to designate the land use for certain real properties whose post office addresses are 808 Glen Oak Avenue East, 3048 Lake Vista Drive, and 3064 Hoyt Avenue, Clearwater, Florida 33759, upon annexation into the City of Clearwater, as Residential Low (RL). 9.13 Adopt Ordinance 9223-19 on second reading, amending the Zoning Atlas by zoning certain real properties whose post office addresses are 808 Glen Oak Avenue East, 3048 Lake Vista Drive, and 3064 Hoyt Avenue, Clearwater, Florida 33759, upon annexation into the City of Clearwater, as Low Medium Density Residential (LMDR). 9.14 Adopt Ordinance 9226-19 on second reading, vacating a 3 foot wide utility easement as recorded in Official Records Book 4361, Page 1985 of the Public Records of Pinellas County, Florida and a portion of a 10 foot wide utility easement as recorded at Plat Book 39, Page 67, of the Public Records of Pinellas County, Florida. 9.15 Adopt Ordinance 9227-19 on second reading, vacating a portion of a platted drainage and/or utility easement lying in Lot 16, Block I, Northwood Estates - Tract F, as recorded in Plat Book 77, Pages 46-47 of the Public Records of Pinellas County, Florida. 9.16 Adopt Ordinance 9228-19 on second reading, amending the Clearwater Community Development Code, Article 7 - Enforcement Proceedings and Penalties, to revise code enforcement board and special master hearing procedures, fines, and establish a new local civil penalty/citation process for code violations. 10. City Manager Reports 11. City Attorney Reports 12. Closing comments by Councilmembers (limited to 3 minutes) Page 6 City of Clearwater Printed on 2/7/2019 February 7, 2019City Council Meeting Agenda 13. Closing Comments by Mayor 14. Adjourn Page 7 City of Clearwater Printed on 2/7/2019 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#19-5623 Agenda Date: 2/7/2019 Status: Agenda ReadyVersion: 1 File Type: Special recognitions and Presentations (Proclamations, service awards, or other special recognitions. Presentations by government agencies or groups providing formal updates to Council will be limited to ten minutes.) In Control: Council Work Session Agenda Number: 4.1 SUBJECT/RECOMMENDATION: Outback Bowl Presentation - Mike Schulze-Outback Bowl Director of Communications and Sponsorships; Chuck Riggs-Outback Bowl Board of Directors SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 2/7/2019 4, 4r 00 0 u 4, OUTBACK Bow TAMPA BAY upa .. w ,-+ - 11 3 I1 w.... / 410 it eT 110 IP vi....,1 rift= 'al Miami -ea li li 4 4 4 4 4 8 NEW YEAR'S DAY 2019 ELEBRATING33YEAR 0000006000000000000000000000110090900000800 Benefiting Clearwater & Pinellas County The 2019 Outback Bowl once again benefited the region and Pinellas County through a variety of ways: Generated thousands of room nights throughout Pinellas County. No other annual event generates more hotel room -nights throughout the Tampa Bay Area market. Produced a major Bowl Week event, Clearwater Beach Day, which drew thousands of fans and coverage by dozens of media outlets throughout the region and outside the market. Generated vast exposure for Clearwater through commercial spots in the international telecast of the Outback Bowl, visiting media, bowl marketing efforts and social media. National TV Viewership of the Outback Bowl is typically higher than any other annual televised sporting event in the region. Featured segments on Pinellas beaches and Clearwater, in addition to commercial spots, which appeared in an Outback Bowl produced half-hour TV special aired nationally multiple times on ESPN networks. Value of Pinellas County in media exposure alone is well over $1 million annually s••••••••••••.••.••••,••••••••••••••••••• 2019 OUTBACK BOWL HIGHLIGHTS Celebrated the 33rd year of the Outback Bowl. National and InternationalTelecast via ESPN TV networks to 60+ foreign countries. It continues to be the most watched annual sporting event in the region. Estimated Annual Economic Impact of $30+ million (excluding exposure) for Tampa Bay Economy. $1 billion over history of bowl Tens -of- millions of dollars of national media exposure for the Tampa Bay region. 24 year Title Sponsorship by Outback Steakhouse is the longest of any current Bowl Title Sponsor. Under contract through 2020 game. More than 30,000 out -of -market visitors from 40+ states traveled to the Tampa Bay market for the game. No Other Annual Event/Conference Brings More Visitors and Generates More Hotel Room Nights for the Tampa Bay Area. The Outback Bowl has now contributed $148 million to universities over our history. The Outback Bowl will donate $500,000 to local charities, including many in Pinellas County, bringing our total charity contribution in addition to payouts to universities in just the past three years to $1,000,000. 400+ Media Credentialed from 110 outlets Outback Bowl Game Broadcast on 200+ Radio Affiliates Nationwide Record social media exposure creating millions of impressions The Bowls half-hour TV special aired nationally four times on ESPN TV networks promoting the Tampa Bay area. The show highlighted area amenities such as Clearwater Beach and St Petersburg culture. eNational TV Exposure 1. Visit St Pete Clearwater received one (1) 30 -second commercial in the national TV broadcast of the Outback Bowl game on January 1, 2019. (These spots typically sell for up to $100,000+ each). 2. In addition to the original airing of the game, the spot was run in the re -airing of the game. 2 PLAYOFF 3 Notre Dame 2 Clemson 4 ET SAT 1st matchu • of undefeated teams in CFP CFP SEMI: CAPITAL ONE ORANGE BOWL 1 Alabama vs 4 Oklahoma Sat. 8 ET E-4-11 3. Visit St Pete Clearwater received two (2) 30 -second commercials in multiple airings of the Outback Bowl TV Preview Special aired nationally on ESPN2 and ESPNU on December 28, December 31 and January 1. (Estimated media value $40,000+) E - i 2 PLAYOFF 4 Oklahoma 1 Alabama 8 ET SAT CFP at the Ca. dal One Oran • e Bowl Miami Gardens. FL CFP SEMI: CAPITAL ONE ORANGE BOWL 1 Alabama vs 4 Oklahoma Sat. 8 ET ST.PETE CLEARWATER VisitStPeteClear ESrfi2 THE LEAD I Rams will be without star RB Todd Gurley vs 49ers CFP SEMI: CAPITAL ONE ORANGE BOWL 1 Alabama vs 4 Oklahoma Sat 8 t cSFJ. 4. Multiple segments of the Outback Bowl Preview TV Special shot on location in Pinellas County at sites determined by the Visitors Bureau. The show included features on the water front, Clearwater Beach and Pinellas Craft Beer Trail. The show aired nationally four times. Estimated media value more than $200,000 CLEARWATER BEACH, FL 1 " OUTBACK BOWL BEACH BAY CLEARWATER BEACH, FL 12/30/17 I The Visit St Pete / Clearwater Logo appeared on the stadium wall banner wrap in view of tens -of -thousands of fans at the game and network TV cameras. The logo was seen dozens of times during the games international telecast as well as multiple re -airings of game on ESPN networks, Big Ten or SEC networks, live streaming online telecast of game, and picked up on national networks or TV affiliates across the country showing game highlights. Initial telecast alone typically valued at more than $400,000. ST.PETE CLEARWATE R OUTBACK BOWL dditional 1 Exposure: Visit St. Petersburg -Clearwater and the Clearwater Chamber received multiple banners on the Outback Bowl Web Site to include Top -of -Page banners and Right Column ads appearing throughout the site. All ads linked directly to VSPC site or Chamber site respectively. These specific pages generated more than 400,000 page views and we tracked thousands of click thrus from the bowl site to the VSPC site, chamber site and those of Pinellas County hotel partners & attractions. on EEr-i i 2 Football in About Us Tickets Paradise" Visitor Guide Stadium Events Sponsors News Media Contact Us RSVP ST.PETE CLEARWATER OUTBACK 1 BII.LON over history ofbowl OUTBACK B O W P I L OT . B A N K Teams and Fans Soak Up Sun and Fun at Clearwater Beach I. lssissippi State and Iowa fans turned out to support their teams and enjoy the beach Sunday during Outback Bowl Beach Day at beautiful C'earwater Beach Both school bands performed the Iowa cheerleaders defeated t.ISU's squad in a tug of war competition and head coaches Kirk Ferentz and Joe Moorhead each made appearances. Check out our photo g lalerytoseeallthefunonClearwaterBeachl Ind c • GET A FREE APPETIZER JOIN US ON JANUARY 2ND OUTBACK Have You Been To The Outback Lately? Find out where the nearest Outback Steakhouse is located complete vrth directions We also featured Pinellas County attractions and hotel partners in multiple pages on the site, along with a dedicated page for Clearwater & St Petersburg. c OUTBACK Football In Paradise'" About Us Tickets Visitor Guide Stadium Events LOVE TH 0111 O4' 1G U 111111 on 0112 New Years Day 2019 The Official Siteof the Outback Bowl Sponsors News Media Contact Us RSVP ST.PETE CLEARWATE Welcome to Clearwater & St Petersburg Clearwater and its island beaches are one of Florida's most popular vacation spots - featunng award winning Deacheg. warm tropical breezes. breathtaking sunsets a temperate and mild climate and a safer. more affordable; quieter and calmer destination. Clearwater offers extensive water recreation and both nature -based and land-based attractions. a wide -variety of special eventsa unique history and cultureand accommodations for everyone's style and budget Pick the perfect place to stay, Ciearwater's accommodations fit every lifestyle and budgetfrom historicalregistered resorts to brand name properties to Supenor Small Lodgings. cottages and efficiency apartments to cozy wooded campgrounds within brutes pf the beach From \ to upscale elegance you have your pick of the cream of the crop Top Ranked Beaches Clearwater Beach has been named the "Best City Beach On The Gutf Of Mexico" by experts Caladesi Island and Sand Key beaches have been named among the best natural beaches in the United States Caladesi Island State Park is currently ranked S1 and previousty placed second. primarily for rts water quality rustic charm clean beaches. on-site amenities and its emphasis on wildlife USATODAYcom readers ranked Clearwater Beach in their Top 10 list of best beaches from (dame to Hawaii Cony Nast Traveler has also recognized Clearwater Beach as the best city beach on the Gulf of Mexico. Sunsets at Pier 60 Every evening the place to be is Pier 60 in the heart ofClearwater Beach For two hours before sunset and two hours after artisans_ street performers musicians and more take over the activity center of Clearwater Beach. Beach Walk is a winding beachsbe promenade with lush landscaping. artistic touches and clear views to Cear.vater's award-winning beach andthe waterbeyond aplace where bicyclists rollerbladers and pedestrians all have safe and convenient access and where visitors and locals can socialize. dineplay games or simply envy the spectacular sun and surf Nature Unspoiled and protectedour beautiful and natural parks are refuges for birds mammals and humans alike Brooker Creek Preserves 8.500 acres are home to more than 160 bird species. 20amphibians 50 reptiles and 40 mammals. many of them rare or listed as protected in Florida and'or the nation. Weedon Island Preserve's 1 500 island acres offers 9 miles of hiking trails. 4 miles of canoe and kayak trails. a fishing pier observation platforms and an elevated boardwalk providing an intimate view of the flora and fauna of Florida The Gulf of Mexico and our rivers offer watchable wildlife Approximately 2 600 manatees inhabit our springs bays and canalsfeeding on aquatic plants Everyone's favorite. the Atlantic bottlenose dolphin can be seen cavorting with beauty and grace Alligators can be found in some freshwater areas of the county And over 3CC species of fish swim In our 'waters 13v1 r ^..517r-tX2 b114 r i MetLife flUD GomedoYs r favorite light lacier. ABOUT US VISITOR GUIDE STADIUM SPONSORS FOLLOW US HERE! OUTBACK Football in Paradise" About Us Tickets Visitor Guide Stadium Events In,w Y"c,r'; fDav 2CY19 The Official Site of the Outback Bowl Sponsors News Media Contact Us RSVP Gulf Beaches and Clearwater Hotels Hatton Clearwater Beach Resort & Spa(Beach Day Headouaoers) n Sheraton Sand Key Resort n The Don CeSar s Hyatt RegeOSY I --n• • -r Opal Sands Resort . Sandpean Resort Backto Hotel Location* Hilton Clearwater Beach Resort & Spa (Beach Day Headquarters) 400 Mandalay Ave Clearwater Beach, FL 33767 727) 461-3222 800) 753-3954 Website Spanning 10 acres along the Gulf of Mexico'sshimmenng coastline. we invite you to discover the Hilton Clearwater Beach Resort & Spa and indulge in a modem, vibrant setting for your next vacation. Enjoy enchanting accommodations overlooking one ofthe worlds most brilliant white -sand beaches. Recline in a beach chair and gaze out at the magnificent blue skies. Curl your toes in the soft sandand let the gulf breezes stir your soul. Hilton Clearwater Beach Resort & Spa is the home to the Outback Bowl Clearwater Beach Day event on December 30 featuring_ the teams, cheerleaders and battle of the marching bands! Back to Too Sheraton Sand Key Resort 1160 Gulf Blvd Clearwater Beach, FL 34630 727) 595-1611 800) 456-7263 Website . The Sheraton Sand Key Resort is nestled on 10 acres ofwhite sandy beach between the warm waters of the Gulf of Mexico and the sparkling bay. Joumey to Florida's west coast to Sand Key Island and experience the pleasures of this tropical paradise we call home. For the third consecutive year, the Sheraton Sand Key Resort has received the Successful Meetings Pinnacle Award for their commitment to hospitality excellence and customer satisfaction Back to Too The Don CeSar 3400 Gulf Blvd. St Pete Beach FL 33706 727) 360-1881 Website Opened at the height ofthe Gatsby Era in 1928, The Don CeSar has been welcoming guests for nearly a century. Now it's your turn Our Pink Palace is the destination on Flonda's Gulf Coast to do it all from a hotel that's near it all. Located on the sugar -sand beaches of Florida's Gulf coast the hotel features 277 luxurious rooms, including 36 suitestwo deluxe heated pools and a full-service 11.000 square foot spa Book here for special Outback Bowl rates Rack to Too Hyatt Regency Clearwater Beach Resort & Spa 301 South Gulfview Blvd Clearwater Beach, FL 33767 727) 373-1234 Website Feel at home on America's #1 beach Hyatt Regency Clearwater is yourresidential -like escape just steps away fromthe Gulfcoastthe famous Pier 60 Sprawl out in one of our 287 over -sized rooms stock your fidge with favorites and dine -in on your spacious balcony. After a sun -drenched day. watch a breathtalorg sunset from our 8th floor pool deck, unwind at Sandava Spa or catch a fresh biteat the award-winning SHOR restaurant. Outback Bowl Room Rates rk to TOD Nonstop flights to over 50 cities from Tampa / St. Pete! Only at iliS11114611t.com pee, International 1HE EASY t+1Ar r••••••••••.••••• r. i•.•••••• The Don CeSar 3400 Gulf Blvd. St Pete Beach, FL 33706 727) 360-1881 Website Opened at the height of the Gatsby Era in 1928 The Don CeSar has been welcoming guests for nearly a century. Now it's your turn OurPink Palace is the destination on Florida's Gulf Coasttodo it allfrom a hotel that's near it all Located on the sugar -sand beaches of Flonda's Gulf coast the hotel features 277 luxurious rooms, including 36 suites two deluxe heated pools and a full-service 11.000 square foot spa. Book here for special Outback Bowl rates Bark to Tog Hyatt Regency Clearwater Beach Resort & Spa 301 South Gulfview Blvd Clearwater Beach, FL 33767 727) 373-1234 Website Feel at home on America's 51 beach Hyatt Regency Clearwater is your residential -like escape just steps away from the Gulf coast the famous Pier 60 Sprawl out in one of our 287 over -sized rooms.. stock your fidge with favorites and dine -in on your spacious balcony. After a sun -drenched day watch a breathtaking sunset from our 8th floor pool deck, unwind at Sandava Spa or catch a fresh bite atthe award-winning SHOR restaurant Outback Bowl Room Ra•es Back to Tog Opal Sands Resort 430 South Gulfwew Blvd. Clearwater Beach. FL 33676 727) 450-0380 Website Opal Sands Resort offers guests the newest Gulf front accommodations on the Gulf of tdexiconght on Clearwater Beach's lively promenade Guests revel in agrand sense of arrival to a panoramic blue vista which carnes throughout the luxurious resort with a fresh contemporary design and lively beach -chic atmosphere All of our beautifully -appointed guest rooms and suites boast Boor to ceiling windows with large balconies offering dramatic views of the Gulf and awe-inspinnd sunsets Backto Top Sandpearl Resort 500 Mandalay Ave Clearwater Beach, FL 33767 727) 441-2425 877) 726-3111 Website Sandpead Resort is the newest beachfront resort and only 20 miles from Raymond James Stadium home to the Outback Bowl Sandpearl Resort adorns 700 feet of Clearwaters pristine beachfront. and offers the highest caliber of guest experience The first new resort to be built on Clearwater Beach in 25 years This is a retreat unlike any other offering luxurious accommodations. a world- class spa and signature cuisine. allaccentuated by a unique culture of unparalleled service set on the beach. Groups please contact Larry Eddy at 727-674-4104. Enjoy the Game! Enjoy the Beach! Back to Too Wyndham Grand Clearwater Beach 100 Coronado Dr Clearwater Beach, FL 33767 727) 281-9500 Website The Wyndham Grand Clearwater Beach is the newest addition to Clearwater Beach. offering 343 guestrooms with views of the Gulf of Mexico and Intracoastal Waterway Indulge in the tranquil Pallaln Spa and waterfront dining at our signature restaurant. Ocean Hai. the only Asian -fusion cuisine on Clearwater Beach Back to 'co OUTBACK e o w i Football In Paradise" About Us Tickets Visitor Guide Stadium Events LOVE THE on ESF ll 2 New Year s Oay 2019 1MCA 60TheOfficialSiteoftheOutbackBowl Sponsors News Media Contact Us RSVP ST.PETE CLEARWATER Clearwater/St. Petersburg Places To Go Peach Walk Clearwater Beach Clearwater Marine Aauanum . Fort DeSoto Park Salvador Dab Museum . larmLapnnoak vBack to Locations Galadesi Island State Park . Clearwater Community Sailing Center Fr mg. John's Pass Yillagoi Sunsets at Pier 60 . Beach Walk Clearwater Beach Website A half -mile long winding beachsidepromenade with artistic, whimsical toucheslandscaping unique amenities and public areaswas completed in the summer of2008 It travels along south Clearwater Beach north to Pier 60 park. Back to Too Caladesi Island State Park Clearwater 727) 469-5918 Website . Ranked the No 1 Beach in the V.S. by "Dr Beach " Caladesi Island State Park is one of the few completely natural islands along Flondas Gulf Coast Beach lovers can enjoy swimming, sunbathing and beachcombing. Saltwater anglers can fish from theirboats or throw a line out intothe surf Natureenthusiasts watch wildlifewhile hiking the three mile nature trail through the islands intenor or paddling a three mile kayak trail through the mangroves and bay. Picnic tables and shelters are located near the beach: picnic pavilions can be reserved for a fee The park has a marina with eiectnc and water hookups for boaters. The parkalso has a snack bar and giftshop Forferry information call (727) 734-1501. Located one mile west of Dunedin offthe Gulf Coast Come visit the best beaches in America. Back to Too Clearwater Beach GulfBlvd & SR 60 Clearwater Beach. FL 727)442-3604 Website . ClearwaterBeach - has been named "BestCity Beach on the GulfofMexico" by experts and by Gond Nast Traveler readers. USATODAY.corn readers also ranked ClearwaterBeach in theirTop 10 list of best beaches from Maine to Hawaii. Back to Too Clearwater Community Sailing Center 1001 Gulf Blvd Clearwater FL 000000000110001111011000000110011000000000000000110 Clearwater Community Sailing Center 1001 Gulf Blvd Clearwater FL 727) 517-7776 Website s The CCSC has a fleet of over 40 boats available for public and memberuse Rent a Kayak. Sunfish. Hobie Catamaran. Laser or Sloop. Back to Too Clearwater Marine Aquarium 249 Windward Passage Clearwater. FL 727) 441-1790 Website Marine life rescue and environmental education center. Visit the dolphins. sea turtles and river otters and learnhow there rescue and rehabilitate marine life. Hometo "Winter" the star ofthe hit movie Dolphin Tale". Back to Too Fishing Everywhere Website More than 300 varieties of fish swim in the Gulf of Mexico and Tampa Bay The Clearwater Marina is home to the largest fishing fleet on the West Coast of Florida with both party and charter boats available. Clearwater Beach's Pier 60 offers a full service bait house with gear rental and sales, live bait, snacks and beverages. Back to TQQ Fort DeSoto Park 3500 Pinellas Bayway Tierra Verde (South St Petersburg) FL 727) 582-2267 Website , Named "Best Beach for Families" by USA Today in 2014, you can call it a beach but Fort De Soto Park is much more than a beach This much -praised county park - part of the boating community of Tierra Verde - covers five islands and 1.136 acres on the Gulf of Mexico and Tampa Bay and offers activities and amenities to entertain you for a day or more (campsites and abundant hotels nearby enable extended stays) With so many possibilities. set an agenda that's full or freewheeling. Rent a canoe kayak orbike to explore the park's trails: fish from a piervisit the histonc fort or simply lounge on the beach Back to Tco John's Pass Village 150 John's Pass Boardwalk Madeira Beach FL 800) 944-1847 Website x A quaint fishing village featuring more than 100 unique shops inviting eateries and an 1 100 -foot Boardwalk. Bar k to TGR Salvador Dali Museum One Dali Blvd St. Petersburg. FL 33701 727) 8233767 Website The worlds most comprehensive collection of works by the late Spanish surrealist Back to Tcp Sunsets at Pier 60 10 Pier 60 Dr Clearwater Beach. FL 727) 449-1036 Website Watching the sunset on the GulfofMexico is a must and one of the best places to do it is Pier 60 on Clearwater Beach, a 1.080 ft fishing per and observation deck and adjacent park where a nightly sunset celebration takes place featunng artisanscrafters, street performers and live music Back to TOR Tarpon Springs Dodecanese Blvd Tarpon Spnngs. FL 727) 937-6109 Website » Just 25 minutes from Clearwater Beach and 45 minutes from Tampa this waterfront. Mediterranean village is like visiting Greece without leaving Florida Eclectic shops, diningmuseums cruises and ours are here to enhance your Outback Bowl experience. Get your OPA onl For more information 727-485-3539 t" --ta?k to Teo ABOUT US VISITOR GUIDE STADIUM SPONSORS FOLLOW US HERE! 2. The Clearwater Chamber received a full-page color advertisement in the Outback Bowls Official Souvenir Game Program along with a feature on the area. 20+9 OuISact_Posle. 0,0 Layout 2 127.'0 '220 PM Page : There's so much more to see... aca7"--ft-Iritei 727-461-0011 To plan your next vacation, visit www,clearwaterflorida,org I!/elcomecTo- eery:write& & Pelekthuhp After working all year and saving your mon- ey you want to take that big eacaticn. Leave your job behind. get away from It all. Maybe see things you've newer seen and do things you're newer done. Well millions d people from around the world haad to Claarwater or St Petersburg. Flalda each year for their escape. Clearwater Beach Is the No. 1 rated beach In the U.S, by TripAdvisor and has garnered marry cther awards from USATOCs4Y, Conde Nast Tra eler and others. It's also home of the popular Outback Bowl Beach Day each year featuring the college marching hands. cheerleaders, skydlrers and more. Caladesi Island, Sand Key and Ft DeSoto Park beaches have also bean con- sistently named among the best natural beaches In the United States. Along with these award winning beaches come warm tropical breezes, breathtaking sunsets, a temperate and mild climate and an affordable. quieter and calmer destination. Every evening the place to be In Clearwater Is Fier 6O In the heart of Clearwater Beach. For two hours before sunset and two hours after. artisans. street performers, musicians and more take orerthe acUatty canter of Clear- water Beach. Beach Walk is a winding beachside promenade with lush landscaping. artistic touches and clear views to Clearwatet's award-winning beach and the water beyond, a place where bicyclists. rdlerbladers and pedestrians all hare safe and corwcnient access and where visitors and locals can socialize. dine, play games, or simply enjoy the spectacular sun and surf. Unspoiled and prctected. our beautiful and natural parks are refuges ST.PETE CLEARWATER fce birds, mammals and humans alike. The Gulf of Mexico and our nears offer watchabie wildlife. Approdmately 2,6750 manatees inhabit our springs. bays and canals, feeding on aquatic plants. Ewerycne's fasrortte, the Atlantic bottia- nc6e dolphin, can be seen cavorting with beauty ani grace. Alligators can be found In some freshwater areas of the county. Of course there's more to Claarwater and St Petersburg than beaches and nature. Along with euenshe water recreation. the area offers a wide -va- riety of special gents, a unique history and culture, and accommodations for everyone's style and budget. Experience numerous cultural exhibits during your stay with visits to a variety of museums In St Petersburg. Including the amazing Salvador Dali Museum. Thur the picturesque downtown St Petersburg waterfront on a Segway. Visit the sponge docks and Greek culture of Tarp:n Springs. Or visit the Environmental Educational Center at the Clearwater Marine Aquarium. home to `WInter the dolphin featured in the feature films 'Dolphin Tale- ani Dolphin Tale 2' to see hear they rescue and rehabilitate marine wildlife. The area Is also home to the Dolphin Trail where you can vim 140 six foot tall uniquely decorated dolphin statues on display throughout the area. Find them at www.dearwatersdolphins.com. Visitors can also rent wave runners. kayaks or paddlebcards, take dolphin sight-seeing cruises a explore the excitement cf Fa rasaill ng. And what would Florida be without fishing? Anglers can be seen m eery bridge. pier, ani waterway reeling In a vanety of etches from carr 30O spades offish that swim In our waters. There are numarous charter boats for deep sea fishing excursions. Cap It all df with a quiet dinner at a beach -side restaurant as ;au hear the wares of the Gulf of Mexico. It's all In Clearwater and St Petersburg - from breathtaking sunsets to bottlenose dolphins and white sand between your tees. Vacation newer felt so giodl For more infestation en Clearwater and St Petersburg go to www.rlsitstpetac lea rwater.con r•••.•••••• i•..••••.•••••..••• 3. Visit St Petersburg -Clearwater and the Clearwater Chamber each received a full-page color advertisement in the Outback Bowl Official Fan Guide publication distributed directly to 10,000 fans who purchase tickets from the participating schools. The publication also highlighted numerous attractions from Pinellas County. OUTBACK B O W L MORE THAN $140 MILLION IN CONTRIBUTIONS TO EDUCATION 201,9' O't TBACH" BOWL THINGS TO SEE AND DO Web Links Available On Our Web Site At WWW.OUTBACKBOWL.COM CLEARWATER & ST. PETERSBURG AREA Beach Walk A half -mile long winding beachside promenade with artistic touches, lush landscaping, unique and modem amenities and a true b=arlisicle experience. Walk, bike or rollerblade along Clearwater Beach. Clearwater Beach Clearwater Beach Named hhct city beach on the Gulf of Menco as well as Best Beach Town" by USA Today and 'No. 1 Beach in the U.S." in the 2016 & 2018 TripAdvisor Traveler's Choice Awards. Gulf Blvd & SR 60 Clearwater Beach 727) 4423604 Caladesi Island State Park One of the top ranked beaches in the U.S. One of the few completely natural islands along Florida's Gulf Coast. Caladesi Island State Park 727)469-59 18 Chihuly Collection A stunning, permanent collection of world-renowned artist Dale Chihuly's unique artwork. 720 Central Ave. Downtown St. Petersburg 727) 822-7872 Clearwater Marine Aquarium Marine life rescue and environmental education center. Home to "Winter" and Hope,- stars of the Dolphin Tale movies. 249 Windward Pri cage Clearwater 727) 441-1790 Clearwater Community Sailing Center The CCSC has a fleet of over 50 boats from kayaks to sloops available for public rental. 1001 Gulf Blvd Clearwater 727)5 17-7776 Clearwater Dolphin Trail A public art project featuring 140 uniquely decorated 6 ft. tall bottlenose dolphin statues located throughout Tampa Bay. Follow the trail at www.clearwaterscblphins.com ccrRmired co page 23 JANUARY'' 1 - TAMPA, FLORIDA WWW.OUTRACIiBOWL:COM f=19 a 411*. i./ UTBACK B eWL THINGS TO SEE AND DO Clearwater & St. Petersburg Area Continued Fishing More than 300 varieties of fish swim in the Gulf of Mexico and Tampa Bay. The Clearwater Marina is home tothe largest fishing fleet on the West Coast of Florida with bath party and charter boats available. Clearwater Beach's Pier 83 offers a full service bait house with gear rental and live bait. Fort De Soto Park Voted #1 Beach in the U.S. in 2006 and Americas "Best Beach for Families" by USA lbday in 2014. It covers 900 acres and features 7 miles of beaches. 3500 Pinellas Bayway St Petersburg 727) 582-2267 St, Pete Beach Voted TripAdvisor's #1 Beach in the U.S. and #5 in the world in 2012. 4700 Gulf Blvd. St. Pete Beach, FL 33706 727) 360-6957 Salvador Dali Museum Worlds mast comprehensive collection of original works by Salvador Dili. One Dili Blvd. Downtown St. Petersburg 727) 823-3767 ccmonved crr page25 ic SY PcWGfe s eav /Nvio(asCaMaaGeWc a 2 u JANUARY 1 - TAMPA, FLORI t A WELCOME TO There's so much more to see... anzale- R rxYwWLB[sR 727-461-0011 To plan your next vacation, visit www.cica rwa terflorida.orZ a4,14. THINGS TO SEE AND DO 19 UTBACK Licma Clearwater & St. Petersburg Area Continued Sunsets at Pier 60 Watching the sunset on the Gulf of Mexico is a must and one of the best places to do it is Pier 60 on Clear water Beach. a 1,0110 ft. fishing pier, observation deck and adjacent park where a nightly sunset celebration takes place horn 2 hrs. before sunset to 2 hrs. after featuring artisans, crafters, street performers and live music. 1 Causeway Blvd. Clearwater Beach 727) 434-6060 Tarpon Spacings A small village of Greek residents featuring sponge docks cmd authentic Greek restaurants & shops. Dodecanese Blvd. Tarpcal Springs 727) 937-6109 JANUARY 1 — TAMPA, FLORIDA L K ST.PETE CLEARWATER Outback Bowl fans, do you know you're just minutes away from TripAdvisor'sl'#1 Beach in the U.S. in 2018, Clearwater Beach? Join us for Clearwater Beach Day on December 30, and you'll see both schools go head-to-head in a battle of the bands, pie eating contest and tug-of-war. Come out and play! VisitSt PeteClearwater.com KIND LiveAmplified 0 0 0000001101111111100111101100000110000 4. Clearwater Chamber and Visit St Petersburg -Clearwater logos appeared on the video scoreboard in the stadium numerous times during the Outback Bowl game. WO. VII" SOU 1.1041 DGI SI! lull! SIM,. 000001100110111001/0111100000001100.0011041000000111011. 0. 1 5. The Outback Bowl worked closely with Visit St Pete -Clearwater, the Clearwater Chamber, the teams and other partners to promote Pinellas County on social media platforms. AROUND TAMPA BAY e• The Iowa Hawkeyes FOOTBALLINPARADISE Watch @HawkeyeFootball play in the @outbackbowl on Jan. 1. #FootballinParadise. For more information leading up to the bowl follow: @outbackbowl @VisitTampaBay @RJStadium @VSPC @SportsTampaBay 4:37 PM -2 Dec 2018 36 Retweets 271 Likes A •®asoir 0 2 t1 36 r 271 outbackbowl outbackbowl #FootballinParadise doesn't get much better than having Clearwater Beach, named Best Beach in America, right in our backyard! i *--. TampaBayTreasure #AroundTampaBay OutbackBowl #CollegeFootball IP 0 9 likes MSU Football Q 0 Q TAMPA Bound! We will face @HawkeyeFootball in our first @OutbackBowl on New Year's Day! hailst.at/2QrfTSv HailStatet #FootballinParadise 0000000001100011000111111000000011000000111100000000 Outback Bowl 0 outbackboe2 fftig Outback Bowl shared a live video. December 19 at 2 4 PM Q @HailStateFB and @HawkeyeFootball fans FootballinParadise is calling...you should pick up Q 7f ..,.' bit.ly/2A1ZeLM OutbackBowl #TampaBayTreasure ClearwaterBeach #AmericasBestBeaches LiveAmplified Blankets of sugar white sand »> Blankets ofsnow! 3.59PM-18Dec 2018 3 Retweets 16 Likes 0 e Fy Q LZ 3 V 16 outbackbowl outbackbowl Have you booked your stay for #FootballlnParadise yet? Many of our hotel partners have special rates and offerings for Outback Bowl fans! .-**-11 @HailStateFB @HawkeyeFootball fans, mention "Outback Bowl" when inquiring and booking rooms! #TampaBayTreasure ClearwaterBeach clearwater.beach Let us know if you need a fresh picture, this is a little QLT 1031 Liked by raw2007 and 53 others 110110000000000000•0000000000000000000011000000 CLEARWATER BEACH DEC 30TH! uF90T8ALLINPARADISE outbackbowl outbackbowl Join @hawkeyefootball & @hailstatefb, their marching bands and cheerleaders as they enjoy the sun and beaches at the Hilton Clearwater Beach next to Pier 60! This fun day includes live music, skydivers, a tug-of-war and other contests from 11:00 a.m. to 4:00 p.m. See you soon! i FootballlnParadise Ci Q L 04 Liked by tampasportsauthority and 100 others outbackbowl outbackbowl We had a blast during the 2019 Outback Bowl game week celebrating with @hawkeyefootball & @hailstatefb! Tell us your favorite #FootballlnParadise memories below i. HailState #Hawkeyes #Outbackbowl rotty.daddy The somber sound of a cowbell carried in the humbled fans 1,44 Q an Liked by cfb150 and 211 others t1 You Retweeted Mississippi State Football ) ©HailStateFB • 30 Dec 2018 t' #FootballlnParadise v rvu Q 2 46 r 474 6. Clearwater Beach Day was featured in the Winter Issue of the Official Outback Bowl Newsletter which is emailed to more than 32,000 accounts in the Outback Bowl database of ticket account holders. The event is also listed on the bowl calendar which also appears in the Fall issue. Clearwater Beach Day Always A Bowl Week Favorite Presented by Visit St Pete Clearwater One ofthe most popular annual traditions ofOutback Bowl Week forthosanls of visiting fans is when they join the trams. college hands, cheerleaders and local residents for Clearwater Beach Day. This years event will be held Sunday; December 10th and feature perfonnnce by the University of Iowa and Menissippi State University marching hands and cheerleader squads. The day also includes live mucic on stage, the Budweiser skydivuug team, a tug-of-war canter betwven the cheerleading squads, and even a pie eatingcontest among fan. Fans will also Fe able to rake their picture in front ofa huge aston designed Outback Bowl sand sculpture, as well as dolphin sctnte+designed with the team uniform kr-eft; of visiting and local media typically eovtr the event as well with TV fioorage offans enjoying the beautifitl beaches of Pinellas ( hairy b•anxsl thn sigh, Kr the cotmtry. Al the festivities take place behind the HiltonClearwater Beach Resort & Spa (just north of Pier 60) and run from 11:30 AM to abort 4:00 PM. Fans are encouraged to arrive early for the best parking. Then are a number of new parking options along the island and a park and ride ferry service from downtown Clearwater. Foil and drinks along with bowl merchandise will be available for purchase. j fnbeaches 1 .} So come on out and enjoy our ttorlfamousbeaches ,018 with your Hawkeye and Bulldog friends! ' > r Visit St Pete -Clearwater r. the presenting sponsor sit the event. Alin ',nil 411/ sponsorsincludenth. Clearwater Regional Chamber of Commerce, ch, City of Clearwater, the Hilton Clearwater Beach Resort & Spa, Clearwater Gas System, Allegiant, St Pete -Clearwater International Airport, 970WWFLA, 620 DAE .md 93.3 FLZ FM radio. For more Information on the Outback Bowl and Clearwater Beach Day goto www.Outhicklbwicomt orcall the Bowl office at 813 -874 -BOWL. Asa 1 t D VV L. TAMPA BAT Tampa Bay Bowl Association Official Newsletter Clearwater Beach Day Sponsorship: 1. The Outback Bowl produced an event named Clearwater Beach Day held December 30, 2018. The bowl included the event on its official calendar and held the event on Clearwater Beach, behind the Hilton Clearwater Beach. Both school's marching bands and cheerleaders and teams attended the event along with approximately 100 media. 2. The event was referred to as "Clearwater Beach Day Presented by Visit St Pete Clearwater" on publications and promotion of the event by the bowl including the Calendar of Events in Bowl Online Newsletters, Visitor/Fan Guide Brochures, Beach Day feature article in December issue of Online Newsletter and on the Outback Bowl web site. 3. The bowl encouraged visiting and local media to attend the event and recommended visiting radio and TV crews do live remotes from Clearwater Beach. 4. A tent was provided for the Clearwater Chamber and Visit St Pete -Clearwater at Beach Day to distribute brochures and/or premium items and information to fans attending the Beach Day activities. G••••••••••••••• 5. VSPC & Clearwater Chamber were promoted on extensive banner signage at the Beach Day event. DAY NsiTsT.PETe Y Ctw t' tK ST.PETE j{ i) Ittop CLEARWATER 933- i•••••••.•• 000000000110000011110011000000000000110011011000000 6. VSPC & Clearwater were mentioned in Clearwater Beach Day radio promotions on local stations for two weeks in advance of the event valued at $25,000. 7. The Clearwater Chamber decorated two dolphins in the team colors providing a great photo opportunity throughout the week. The dolphins were displayed at the band hotels during the week and at Beach Day. They were then transported to the stadium for more fans to get their pictures with them at the Fan Fest on game day. Each of the coaches was presented mini - dolphin statues at Beach Day. Gr Gas _ Y- _ ;:Event & Entertai Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#19-5731 Agenda Date: 2/7/2019 Status: Agenda ReadyVersion: 1 File Type: Special recognitions and Presentations (Proclamations, service awards, or other special recognitions. Presentations by government agencies or groups providing formal updates to Council will be limited to ten minutes.) In Control: City Council Agenda Number: 4.2 SUBJECT/RECOMMENDATION: 2018 Besties - Mayor Cretekos SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 2/7/2019 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#19-5625 Agenda Date: 2/7/2019 Status: Agenda ReadyVersion: 1 File Type: MinutesIn Control: City Council Agenda Number: 5.1 SUBJECT/RECOMMENDATION: Approve the January 17, 2019 City Council Meeting Minutes SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 2/7/2019 City Council Meeting Minutes January 17, 2019 Page 1 City of Clearwater City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 Meeting Minutes Thursday, January 17, 2019 6:00 PM Council Chambers - Main Library City Council Draft City Council Meeting Minutes January 17, 2019 Page 2 City of Clearwater Roll Call Present: 5 - Mayor George N. Cretekos, Councilmember Jay Polglaze, Councilmember Hoyt Hamilton, Vice Mayor Bob Cundiff and Councilmember David Allbritton Also Present: William B. Horne II – City Manager, Jill Silverboard – Deputy City Manager, Micah Maxwell – Assistant City Manager, Pamela K. Akin - City Attorney, Rosemarie Call - City Clerk and Nicole Sprague – Official Records and Legislative Services Coordinator To provide continuity for research, items are listed in agenda order although not necessarily discussed in that order. Unapproved 1. Call to Order – Mayor Cretekos The meeting was called to order at 6:00 p.m. at the Clearwater Main Library. 2. Invocation – Rev. Lee Hall-Perkins from Mt. Zion United Methodist Church 3. Pledge of Allegiance – Councilmember Hamilton 4. Special recognitions and Presentations (Proclamations, service awards, or other special recognitions. Presentations by governmental agencies or groups providing formal updates to Council will be limited to ten minutes.) – Given. 4.1 Swearing in Councilmember Polglaze The City Clerk administered the Oath of Office to Councilmember Polglaze. 4.2 Island Estates Boat Parade Presentation - Paul Lightfoot 4.3 United Way Presentation - Tracie Hill, VP of Human Resources United Way Suncoast Ms. Hill thanked the City and employees for their continued support and generosity. 4.4 Ruth Eckerd Hall Annual Report - Susan Crockett Ms. Crockett provided a PowerPoint presentation Draft City Council Meeting Minutes January 17, 2019 Page 3 City of Clearwater 5. Approval of Minutes 5.1 Approve the December 6, 2018 City Council Meeting Minutes as submitted in written summation by the City Clerk. Councilmember Allbritton moved to approve the December 6, 2018 City Council Meeting Minutes as submitted in written summation by the City Clerk. The motion was duly seconded and carried unanimously. 6. Citizens to be heard re items not on the agenda John Funk suggested Council spend more time discussing the financial commitments proposed for Imagine Clearwater that the locals want before determining what items cannot be funded. Lisa Lanza suggested allowing one or two residents who do not live in the Downtown serve on the Downtown Development Board and expressed concerns that Clearwater was not represented at the Bike Walk Summit in St. Petersburg. Kathleen Beckham supported hiring a city sustainability coordinator. 7. Consent Agenda – Approved as submitted, less Items 7.16 and 7.17. 7.1 Approve a Mutual Use Agreement with Tampa Bay Water for the installation of natural gas distribution mains and authorize the appropriate officials to execute same. (consent) 7.2 Approve Tourism Promotion Agreement between the City of Clearwater and Pinellas County for and on behalf of Visit St. Petersburg/Clearwater (VSPC) for Clearwater Sea Blues Festival to be held on February 23 and 24, 2019 and authorize the appropriate officials to execute same. (consent) 7.3 Approve purchase order(s) with Emerald Facility Management of St. Petersburg, Florida for pressure washing and cleaning services of City hardscaping in the total annual amount of $225,000 for one year, with two one-year renewal terms at the City's option and authorize the appropriate officials to execute same. (consent) 7.4 Approve award of Invitation to Bid10-19 for the purchase of an MSM3200 ShowMaster portable stage from Century Industries, Sellersburg, Indiana, in the amount of $142,743; authorize lease purchase under the City’s Master Lease Purchase Agreement or internal financing via an interfund loan from the Capital Improvement Fund, whichever is deemed Draft City Council Meeting Minutes January 17, 2019 Page 4 City of Clearwater to be in the City’s best interest; declare current stage as surplus pursuant to City Code Section 2.621(II) Surplus Sale Authorization, and authorize the appropriate officials to execute same. (consent) 7.5 Approve a proposal by Construction Manager at Risk, Keystone Excavators, Inc. of Oldsmar, Florida, in the amount of $798,921 for the construction of four lighted clay tennis courts at the Henry L. McMullen Tennis Complex, 1000 Edenville Ave.; approve a first quarter budget amendment to transfer $67,000 of Penny funds from Joe DiMaggio Sports Complex (315-93655), $74,782 from Countryside Basketball Court (315-93653) and $35,900 from Recreation Facility impact fees (142-343963); and authorize the appropriate officials to execute same. (consent) 7.6 Approve a work order from McKim and Creed of Clearwater, FL, in the amount of $2,090,473.00 for the Clearwater Water Supply and Treatment Master Plan (18-0022-UT) and authorize the appropriate officials to execute same. (consent) 7.7 Authorize a purchase order to American Guard Services, of Tampa, Florida, in a not-to-exceed annual amount of $33,250, including two, one-year renewal terms at the City’s discretion, and authorize the appropriate officials to execute same. (consent) 7.8 Award construction contracts for the 2018 Sewer Point Repairs and Improvements project (17-0060-UT) in the amount of $1,400,000 for an initial one-year term with an option for three renewal terms on a unit price basis to the following vendors: EnviroWaste Services Group, Inc. of Miami, FL, Engineered Spray Solutions, LLC of Lakeland, FL, and USSI, LLC of Venice, FL, and authorize the appropriate officials to execute same. (consent) 7.9 Award a construction contract to David Nelson Construction Company of Clearwater, Florida, in the amount of $2,711,948.58 for the Seminole Street Boat Ramp / North Marina District Improvements (16-00020-PL), approve Engineer of Record (EOR) supplemental work order 2 to AECOM in the amount of $34,520 and authorize the appropriate officials to execute same. (consent) 7.10 Accept a Quit Claim Deed from West Coast Inland Navigation District (WCIND) for a section of land lying in the Southeast 1/4 of Section 09, Township 29 South, Range 15 East, Pinellas County, Florida, in the area of the Seminole Street Boat Ramp/North Marina District Improvements Project (Project), as more particularly described in Exhibit A to the Quit Claim Deed. (consent) 7.11 Appoint Gregory Newland as the fifth Trustee to a four-year term ending December 31, 2022 on the Clearwater Firefighters’ Supplemental Trust Fund in accordance with Sec. 175.061 of the Florida State Statutes. (consent) 7.12 Approve Addendum to License and Services Agreements to Tyler Technologies, Inc. of Yarmouth, ME, for an additional amount not to exceed $443,855.44 for human capital Draft City Council Meeting Minutes January 17, 2019 Page 5 City of Clearwater management software licensing and professional services, for a new project total of $2,538,394.44, and authorize the appropriate officials to execute same. (consent) 7.13 Approve a License, Hardware, Maintenance and Services Agreement to E.J. Ward, Inc. of San Antonio, TX, for fuel management software and hardware, GPS hardware and services, and associated professional services in an amount not to exceed $1,285,200.00, in accordance with Code of Ordinances Section 2.564(1)(d) Other Government Bid and authorize the appropriate officials to execute same. (consent) 7.14 Approve a License, Maintenance and Software Services Agreement to FASTER, Inc. of Norfolk, VA, for fleet asset and work management software and services in an amount not to exceed $229,432.00, in accordance with Code of Ordinances Section 2.564(1)(d) Other Government Bid and authorize the appropriate officials to execute same. (consent) 7.15 Approve Kokolakis Contracting Change Order 2 in the amount of $57,353.08 and Erickson Consulting Engineers (ECE) Supplemental Work Order 2 in the amount of $21,200.00 for the Clearwater Harbor Marina Wave Attenuator Replacement Project (18-0001-MA) and authorize the appropriate officials to execute same. (consent) 7.16 Award a contract (purchase order) to Tampa Bay Trane, in the amount of $875,000 to replace both chillers at the Main Police Department, per proposal JY-082818-1 & H5-174809-4, in accordance with Sec. 2.564(1)(d), Code of Ordinances - Other governmental contracts and authorize the appropriate officials to execute same. (consent) See below. 7.17 Award a contract (purchase order) to Garland/DBS, Inc., in the amount of $296,067 for gymnasium roof replacement at North Greenwood Recreation Center and authorize the appropriate officials to execute same. (consent) See below. 7.18 Authorize surplus disposition of identified vehicles via auction to the highest bidder, pursuant to City Code Section 2.622, Surplus Personal Property, and authorize the appropriate officials to execute same. (consent) 7.19 Approve a purchase order to Waste Management/Recycle America, L.L.C. (WM/RA) in the amount of $350,000 for the processing of the City’s single stream recycling commodity at the contractor’s facility in Tampa, FL for the 12-month period beginning December 16, 2018 through December 15, 2019 as provided in the city’s Code of Ordinances, Section 2.564(1)(e) Exceptions to Bid (impractical to bid) and authorize the appropriate officials to execute same. (consent) 7.20 Authorize a contract with Consolidated Resource Recovery, Inc., Sarasota, FL, for yard waste debris disposal, in the annual amount of $200,000 for an initial three-year term, Draft City Council Meeting Minutes January 17, 2019 Page 6 City of Clearwater with one additional two-year renewal term at the City’s discretion and authorize the appropriate officials to execute same. (consent) 7.21 Amend the 2019 city council meeting schedule to cancel the Monday, July 29 work session. (consent) 7.22 Appoint Denise Sanderson as the Clearwater Representative on the Penny for Pinellas IV Joint Review Committee for a term effective through September 30, 2030. (consent) 7.23 Appoint individuals as listed to the Charter Review Committee. (consent) Councilmember Hamilton moved to approve the Consent Agenda as submitted, less Items 7.16 and 7.17, and authorize the appropriate officials to execute same. The motion was duly seconded and carried unanimously. 7.16 Award a contract (purchase order) to Tampa Bay Trane, in the amount of $875,000 to replace both chillers at the Main Police Department, per proposal JY-082818-1 & H5-174809-4, in accordance with Sec. 2.564(1)(d), Code of Ordinances - Other governmental contracts and authorize the appropriate officials to execute same. (consent) The two Chillers and related components at Main Police Department need to be replaced. The corrosive environment has deteriorated the coils and fins beyond repair. This proposal provides for the installation of a new air-cooled chiller, pumps, boilers, piping and ties into the existing controls, electrical devices and equipment as described in A/E projects drawings dated April 19, 2018. Tampa Bay Trane is an approved vendor under HVAC for US Communities Contract # 15-JLP-023 (expires September 30, 2022). Also, the engineer of record reviewed Trane’s scope and proposal and found it to be reasonable based upon the drawings and specifications that have been produced for the project. APPROPRIATION CODE AND AMOUNT: Funds are available in capital improvement project GSBM180009, New A/C Chiller Systems, to fund this contract. One individual suggested including a cost benefit analysis of energy efficiency when purchasing or replacing equipment, which could be handled by a sustainability coordinator. Vice Mayor Cundiff moved to award a contract (purchase order) to Tampa Bay Trane, in the amount of $875,000 to replace both chillers at the Main Police Department, per proposal JY-082818-1 Draft City Council Meeting Minutes January 17, 2019 Page 7 City of Clearwater & H5-174809-4, in accordance with Sec. 2.564(1)(d), Code of Ordinances - Other governmental contracts and authorize the appropriate officials to execute same. The motion was duly seconded and carried unanimously. 7.17 Award a contract (purchase order) to Garland/DBS, Inc., in the amount of $296,067 for gymnasium roof replacement at North Greenwood Recreation Center and authorize the appropriate officials to execute same. (consent) The proposal from Garland/DBS provides for the complete gymnasium roof system replacement at North Greenwood Recreation Center. The roof system to be replaced is original to the building and has had numerous repairs and continues to have issues. The core samples of the roof indicated that complete removal and replacement of the roof system is necessary. In choosing a contractor, staff evaluated the U.S. Communities and Master Intergovernmental Cooperative Purchasing Agreement (MICPA). Garland/DBS, Inc. is a contractor that has been awarded a bid for roofing services through this agreement. Garland took the scope of work and managed a construction bid process, resulting in three local bids for this work. The lowest responsive bid was Tarheel Roofing, Inc, which will serve as a subcontractor to Garland. The bid date was November 27, 2018. Work shall commence upon award and execution of the proposal and anticipated to be completed 90 calendar days from the notice to proceed date. APPROPRIATION CODE AND AMOUNT: Funds are available in capital improvement project GSBM180003, Roofing Repair and Replacement, to fund this contract. In response to a question, Solid Waste and General Services Director Earl Gloster said the new roof will have a 30-year warranty, which covers materials and installation. One individual suggesting requiring a solar panel roof quote when rebuilding or constructing a city facility, which could be handled by a sustainability coordinator. Councilmember Hamilton moved to award a contract (purchase order) to Garland/DBS, Inc., in the amount of $296,067 for gymnasium roof replacement at North Greenwood Recreation Center and authorize the appropriate officials to execute same. Draft City Council Meeting Minutes January 17, 2019 Page 8 City of Clearwater The motion was duly seconded and carried unanimously. Public Hearings - Not before 6:00 PM 8. Administrative Public Hearings 8.1 Approve changes to the Penny for Pinellas IV project list, as approved for fiscal years 2019/20 - 2029/30, and provide an update on the Philadelphia Phillies agreement. (APH) On June 7, 2018, Council approved a term sheet that documented the proposed improvements to Spectrum Field and the Carpenter Complex and funding needs from the State, County, and Team. This also authorized staff to submit a Tourist Development Council (TDC) Capital Project grant application to Pinellas County and apply for certification of retained spring training facility funding from the State of Florida Department of Economic Opportunity (DEO). On December 20, 2018, the City sent a formal request to the Pinellas County Board of County Commissioners seeking conceptual approval to begin negotiations for a Category E Tourist Development Plan Funding application to fund retained Spring Training facility improvements for Spectrum Field and Carpenter Complex. The City’s portion of funding for this agreement is $16 million to come from Penny for Pinellas funds. Included in the project list, approved in Exhibit A of Resolution 17-22, for the fourth cycle of Penny for Pinellas was $7.5 million planned for Spectrum/Carpenter Renovations as part of the Sports Fields and Facilities Upgrades/Improvements project. An additional $2.5 million will be allocated from that project, leaving the need to appropriate an additional $6 million from another source. The term sheet is contingent upon the city securing funding from all sources (County and State). The need for this increase of city funding is contingent upon the same. On March 6, 1997, the City Council adopted Ordinance 6137-97. The ordinance established the requirement for a special hearing prior to adoption of the capital improvement budget to discuss the use of Penny for Pinellas tax, and at any time in which there is any proposed change to the Penny for Pinellas project funding of $500,000 or more. Changes to Penny for Pinellas projects that meet this criterion: Sports Fields & Facilities Upgrades/Improvements - This project is currently funded with $14,500,000 of Penny for Pinellas funds, of which $10,000,000 is allocated for Spectrum/Carpenter. Final budget proposal for this plan necessitates an increase of $6,000,000 to bring the total Penny for Pinellas Draft City Council Meeting Minutes January 17, 2019 Page 9 City of Clearwater funding to $20,500,000 in this project, for a total of $16,000,000 for the City’s portion of funding for capital construction at Spectrum/Carpenter. Sand Key Bridge Replacement Fund - A reduction is proposed to this project of $6,000,000 to allocate funding to the Sports Fields and Facilities Upgrades/Improvements project for capital construction at Spectrum Field and the Carpenter Complex. Councilmember Allbritton moved to approve changes to the Penny for Pinellas IV project list, as approved for fiscal years 2019/20 - 2029/30. The motion was duly seconded and carried unanimously. 8.2 Declare surplus for the purpose of sale, through Invitation to Bid 22-19, property located at 912 Nicholson Street, Lot 7, Block 2, Pine Crest Subdivision, as recorded in Plat Book 1, Page 66 of the Public Records of Pinellas County, Florida, together with the South half of that certain vacated alley adjacent to the North, as recorded in Ordinance 6016-96, O.R. Book 9352, Page 294 of the Public Records of Pinellas County, Florida. (APH) In October 2006, the City of Clearwater acquired the subject lot via a property exchange with Clearwater Neighborhood Housing Services. It was determined that an abandoned 36-in. storm water pipe runs under ground level through a portion of the property and is no longer in use. The storm water pipe has been capped at points above and below the lot per storm water construction plans. The successful bidder will need to perform their own due diligence to determine suitability of the property for building construction. The lot will be sold “as is.” An independent appraisal was performed on the property on December 3, 2018 by Jim Millspaugh and Associates. The appraisal report determined that the fair market value of the lot is $26,000.00. Per City Charter section 2.01(d)(5), real property declared surplus shall be sold to the party submitting the highest competitive bid above the appraised value whose bid meets the terms set by the Council and whose proposed use of the property is in accordance with the Council’s stated purpose for declaring the property surplus. All city departments have reviewed and support declaring the property surplus. Councilmember Polglaze moved to declare surplus for the purpose of sale, through Invitation to Bid 22-19, property located at 912 Nicholson Street, Lot 7, Block 2, Pine Crest Subdivision, as recorded in Plat Book 1, Page 66 of the Public Records of Draft City Council Meeting Minutes January 17, 2019 Page 10 City of Clearwater Pinellas County, Florida, together with the South half of that certain vacated alley adjacent to the North, as recorded in Ordinance 6016-96, O.R. Book 9352, Page 294 of the Public Records of Pinellas County, Florida. The motion was duly seconded and carried unanimously. 8.3 Approve the vacation of a portion of a gas line easement as described in Official Records Book 6366, Page 1043, Official Records of Pinellas County, Florida and pass Ordinance 9210-19 on second reading. (VAC2019-01) After the December 6, 2018 council meeting, staff identified errors in the title block of Ordinance 9210-19 and legal description after being passed on first reading. Staff has provided a motion to amend to revise the title block and corresponding Exhibit “A” of Ordinance 9210-19. The City Council previously found that said easement is not necessary for municipal use and deemed it to be in the best interest of the City and the general public that the same be vacated. Ordinance 9210-19 will be presented for adoption on third reading. Vice Mayor Cundiff moved to approve the vacation of a portion of a gas line easement as described in Official Records Book 6366, Page 1043, Official Records of Pinellas County, Florida. The motion was duly seconded and carried unanimously. Ordinance 9210-19 was presented and read by title only. Councilmember Allbritton moved to amend the title of the Ordinance as follows: AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, VACATING A PORTION OF A CERTAIN 5’ GAS LINE EASEMENT AS DESCRIBED IN OFFICIAL RECORDS BOOK 6366, PAGE 1043, OFFICIAL RECORDS OF PINELLAS COUNTY, FLORIDA, LYING IN THE NORTHEAST 1/4 OF SECTION 22, TOWNSHIP 29 SOUTH, RANGE 15 EAST, PINELLAS COUNTY, FLORIDA; PROVIDING AN EFFECTIVE DATE. . and Exhibit “A” revise Line 16 of the Line Table as follows: L16S 89° 11’ 39” W5.00’. Draft City Council Meeting Minutes January 17, 2019 Page 11 City of Clearwater The motion was duly seconded and carried unanimously. Councilmember Polglaze moved to pass Ordinance 9210-19, as amended, on second reading. The motion was duly seconded and upon roll call, the vote was: Ayes: 5 - Mayor Cretekos, Councilmember Polglaze, Councilmember Hamilton, Vice Mayor Cundiff and Councilmember Allbritton 8.4 Approve the request from the owner of property addressed as 1911 N Old Coachman Road (Property) to vacate a 3-foot Utility Easement and a portion of a 10-foot utility easement and pass Ordinance 9226-19 on first reading. (VAC2019-02) The property owner has requested that the City vacate a 3-foot Utility Easement and a portion of a 10-foot Utility Easement, both located on the Property, as the owner moves forward with developing this site for commercial use. There are no utilities present within either easement. All appropriate city departments have reviewed this request and have no objection to this vacation. Councilmember Allbritton moved to approve the request from the owner of property addressed as 1911 N Old Coachman Road (Property) to vacate a 3-foot Utility Easement and a portion of a 10-foot utility easement. Ordinance 9226-19 was presented and read by title only. Councilmember Polglaze moved to pass Ordinance 9226-19 on first reading. The motion was duly seconded and upon roll call, the vote was: Ayes: 5 - Mayor Cretekos, Councilmember Polglaze, Councilmember Hamilton, Vice Mayor Cundiff and Councilmember Allbritton 8.5 Approve the request from the owner of property addressed as 2517 Deer Run East to vacate a 2-ft. by 60-ft. portion of a platted Drainage and/or Utility Easement lying in Lot 16, Block I, Northwood Estates-Tract F, as recorded in Plat Book 77, Pages 46-47 of the Public Records of Pinellas County, Florida, and pass Ordinance 9227-19 on first reading. (VAC2019-03) The property owner at 2517 Deer Run East has requested that the City vacate the west 2 feet of a platted Drainage and/or Utility Easement along the east side (rear) of their property. The purpose of this vacation will be to allow construction of a pool and a pool deck. Draft City Council Meeting Minutes January 17, 2019 Page 12 City of Clearwater There are no utilities present within this easement. All city departments have reviewed this vacation and have no objection. Vice Mayor Cundiff moved to approve the request from the owner of property addressed as 2517 Deer Run East to vacate a 2-ft. by 60-ft. portion of a platted Drainage and/or Utility Easement lying in Lot 16, Block I, Northwood Estates-Tract F, as recorded in Plat Book 77, Pages 46-47 of the Public Records of Pinellas County, Florida. The motion was duly seconded and carried unanimously. Ordinance 9227-19 was presented and read by title only. Councilmember Hamilton moved to pass Ordinance 9227-19 on first reading. The motion was duly seconded and upon roll call, the vote was: Ayes: 5 - Mayor Cretekos, Councilmember Polglaze, Councilmember Hamilton, Vice Mayor Cundiff and Councilmember Allbritton 8.6 Approve the annexation, initial Future Land Use Map designation of Residential Low (RL) and initial Zoning Atlas designation of Low Medium Density Residential (LMDR) District for 3040 and 3076 Hoyt Avenue and pass Ordinances 9211-19, 9212-19, and 9213-19 on first reading. (ANX2018-10019) These voluntary annexation petitions involve 0.370 acres of property consisting of two parcels of land occupied by single family homes. The parcels are located generally north of Drew Street, south of SR 590, and within ¼ mile west of McMullen Booth Road. The applicants are requesting annexation in order to receive sanitary sewer service from the City as part of the Kapok Terrace Sanitary Sewer Extension Project. The properties are located within an enclave and are contiguous to existing city limits along at least one boundary. It is proposed that the properties be assigned a Future Land Use Map designation of Residential Low (RL) and be assigned a Zoning Atlas designation of Low Medium Density Residential (LMDR). The Planning and Development Department determined that the proposed annexations are consistent with the provisions of Clearwater Community Development Code Section 4-604.E as follows: • The properties currently receive water service from the City. Collection of solid waste will be provided to the properties by the City. The applicants have paid the required sewer impact fee in full and have been connected to the city’s sewer system. The properties are located within Police District III and service will be administered through the district headquarters located at 2851 N. McMullen Booth Road. Fire and emergency medical services will be provided to these properties by Station 49 located at 565 Sky Harbor Drive. The City has adequate Draft City Council Meeting Minutes January 17, 2019 Page 13 City of Clearwater capacity to serve these properties with sanitary sewer, solid waste, police, fire and EMS service. The proposed annexations will not have an adverse effect on public facilities and their levels of service; and • The proposed annexations are consistent with and promote the following objectives and policy of the Clearwater Comprehensive Plan: Objective A.6.4 Due to the built-out character of the City of Clearwater, compact urban development within the urban service area shall be promoted through application of the Clearwater Community Development Code. Objective A.7.2 Diversify and expand the City’s tax base through the annexation of a variety of land uses located within the Clearwater Planning Area. Policy A.7.2.3 Continue to process voluntary annexations for single-family residential properties upon request. • The proposed Residential Low (RL) Future Land Use Map category to be assigned to all properties is consistent with the Countywide Plan designation. This designation primarily permits residential uses at a density of 5 units per acre. The proposed zoning district to be assigned to all properties is Low Medium Density Residential (LMDR). The use of the subject properties is consistent with the uses allowed in the District and the properties exceed the District’s minimum dimensional requirements. The proposed annexations are therefore consistent with the Countywide Plan and the City’s Comprehensive Plan and Community Development Code; and • The properties proposed for annexation are contiguous to existing city limits along at least one boundary; therefore, the annexations are consistent with Florida Statutes Chapter 171.044. Councilmember Allbritton moved to approve the annexation, initial Future Land Use Map designation of Residential Low (RL) and initial Zoning Atlas designation of Low Medium Density Residential (LMDR) District for 3040 and 3076 Hoyt Avenue. The motion was duly seconded and carried unanimously. Ordinance 9211-19 was presented and read by title only. Councilmember Polglaze moved to pass Ordinance 9211-19 on first reading. The motion was duly seconded and upon roll call, the vote was: Ayes: 5 - Mayor Cretekos, Councilmember Polglaze, Councilmember Hamilton, Vice Mayor Cundiff and Councilmember Allbritton Draft City Council Meeting Minutes January 17, 2019 Page 14 City of Clearwater Ordinance 9212-19 was presented and read by title only. Vice Mayor Cundiff moved to pass Ordinance 9212-19 on first reading. The motion was duly seconded and upon roll call, the vote was: Ayes: 5 - Mayor Cretekos, Councilmember Polglaze, Councilmember Hamilton, Vice Mayor Cundiff and Councilmember Allbritton Ordinance 9213-19 was presented and read by title only. Councilmember Hamilton moved to pass Ordinance 9213-19 on first reading. The motion was duly seconded and upon roll call, the vote was: Ayes: 5 - Mayor Cretekos, Councilmember Polglaze, Councilmember Hamilton, Vice Mayor Cundiff and Councilmember Allbritton 8.7 Approve the annexation, initial Future Land Use Map designation of Residential Low (RL) and initial Zoning Atlas designation of Low Medium Density Residential (LMDR) District for 2655 Morningside Drive and 1836 Marilyn Drive and pass Ordinances 9214-19, 9215-19, and 9216-19 on first reading. (ANX2018-10020) These voluntary annexation petitions involve 0.381 acres of property consisting of two parcels of land occupied by single family homes. The parcels are located generally north of SR 590, west of North McMullen Booth Road, east of US Highway 19, and south of Sunset Point Road. The applicants are requesting annexation in order to receive sanitary sewer and solid waste service from the City. The property at 1836 Marilyn Drive is contiguous to existing City limits to the north, south and east. The property at 2655 Morningside Drive is not contiguous to existing city boundaries; however, it is located in an enclave surrounded by city property on all sides (Type A) and is eligible for annexation pursuant to the Interlocal Service Boundary Agreement with Pinellas County. It is proposed that the properties be assigned a Future Land Use Map designation of Residential Low (RL) and be assigned a Zoning Atlas designation of Low Medium Density Residential (LMDR). The Planning and Development Department determined that the proposed annexations are consistent with the provisions of Clearwater Community Development Code Section 4-604.E as follows: • The properties currently receive water service from Pinellas County. The closest sanitary sewer lines are located in the adjacent Morningside Drive and Marilyn Drive rights-of-way, respectively. The applicants are aware that all sewer impact and assessment fees must be paid in full prior to connection and of the additional costs to extend City sewer service to these properties. Collection of solid waste will be provided to Draft City Council Meeting Minutes January 17, 2019 Page 15 City of Clearwater the properties by the City. The properties are located within Police District III and service will be administered through the district headquarters located at 2851 N. McMullen Booth Road. Fire and emergency medical services will be provided to these properties by Station 48 located at 1700 North Belcher Road. The City has adequate capacity to serve these properties with sanitary sewer, solid waste, police, fire and EMS service. The properties will continue to receive water service from Pinellas County. The proposed annexations will not have an adverse effect on public facilities and their levels of service; and • The proposed annexations are consistent with and promote the following objectives and policy of the Clearwater Comprehensive Plan: Objective A.6.4 Due to the built-out character of the City of Clearwater, compact urban development within the urban service area shall be promoted through application of the Clearwater Community Development Code. Objective A.7.2 Diversify and expand the City’s tax base through the annexation of a variety of land uses located within the Clearwater Planning Area. Policy A.7.2.3 Continue to process voluntary annexations for single-family residential properties upon request. Policy A.7.2.4 Allow voluntary annexations for noncontiguous properties that are within an enclave as defined by Section 171.031(13)(a), Florida Statutes (“Type A” enclaves) and as authorized by the 2014 Interlocal Service Boundary Agreement (ISBA) between Pinellas County and municipalities, including the City of Clearwater. • The proposed Residential Low (RL) Future Land Use Map category to be assigned to both properties is consistent with the Countywide Plan designation. This designation primarily permits residential uses at a density of 5 units per acre. The proposed zoning district to be assigned to both properties is Low Medium Density Residential (LMDR). The use of the subject properties is consistent with the uses allowed in the District and the properties exceed the District’s minimum dimensional requirements. The proposed annexations are therefore consistent with the Countywide Plan and the City’s Comprehensive Plan and Community Development Code; and • The property proposed for annexation at 1836 Marilyn Drive is contiguous to existing city limits to the north, south and east; therefore, the annexation is consistent with Florida Statutes Chapter 171.044. The property proposed for annexation at 2655 Morningside Drive is not contiguous to city boundaries but is located in a Type A Enclave; therefore, the annexation is consistent with the Interlocal Service Boundary Agreement authorized by Florida Statutes Chapter 171.204. Draft City Council Meeting Minutes January 17, 2019 Page 16 City of Clearwater Councilmember Allbritton moved to approve the annexation, initial Future Land Use Map designation of Residential Low (RL) and initial Zoning Atlas designation of Low Medium Density Residential (LMDR) District for 2655 Morningside Drive and 1836 Marilyn Drive. The motion was duly seconded and carried unanimously. Ordinance 9214-19 was presented and read by title only. Councilmember Polglaze moved to pass Ordinance 9214-19 on first reading. The motion was duly seconded and upon roll call, the vote was: Ayes: 5 - Mayor Cretekos, Councilmember Polglaze, Councilmember Hamilton, Vice Mayor Cundiff and Councilmember Allbritton Ordinance 9215-19 was presented and read by title only. Vice Mayor Cundiff moved to pass Ordinance 9215-19 on first reading. The motion was duly seconded and upon roll call, the vote was: Ayes: 5 - Mayor Cretekos, Councilmember Polglaze, Councilmember Hamilton, Vice Mayor Cundiff and Councilmember Allbritton Ordinance 9216-19 was presented and read by title only. Councilmember Hamilton moved to pass Ordinance 9216-19 on first reading. The motion was duly seconded and upon roll call, the vote was: Ayes: 5 - Mayor Cretekos, Councilmember Polglaze, Councilmember Hamilton, Vice Mayor Cundiff and Councilmember Allbritton 8.8 Approve the annexation, initial Future Land Use Map designation of Residential Urban (RU) and initial Zoning Atlas designation of Low Medium Density Residential (LMDR) District for 2720 Daniel Street and pass ordinances 9218-19, 9219-19, and 9220-19 on first reading. (ANX2018-11021) This voluntary annexation petition involves 0.179 acres of property consisting of one parcel of land occupied by a single-family home. The parcel is located on the west side of Daniel Street approximately 210 feet southwest of Charles Avenue. The applicant is requesting annexation in order to receive sanitary sewer and solid waste service from the City. The property is located within an enclave and is contiguous to existing city limits to the west. It is proposed that Draft City Council Meeting Minutes January 17, 2019 Page 17 City of Clearwater the property be assigned a Future Land Use Map designation of Residential Urban (RU) and be assigned a Zoning Atlas designation of Low Medium Density Residential (LMDR). The Planning and Development Department determined that the proposed annexation is consistent with the provisions of Clearwater Community Development Code Section 4-604.E as follows: • The property currently receives water service from Pinellas County. The closest sanitary sewer line is located in the adjacent Daniel Street right-of-way. The applicant has paid the required sewer impact and assessment fees in full and is aware of the additional costs to extend City sewer service to this property. Collection of solid waste will be provided to the property by the City. The property is located within Police District III and service will be administered through the district headquarters located at 2851 N. McMullen Booth Road. Fire and emergency medical services will be provided to this property by Station #50 located at 2681 Countryside Boulevard. The City has adequate capacity to serve this property with sanitary sewer, solid waste, police, fire and EMS service. The property will continue to receive water service from Pinellas County. The proposed annexation will not have an adverse effect on public facilities and their levels of service; and • The proposed annexation is consistent with and promotes the following objectives and policy of the Clearwater Comprehensive Plan: Objective A.6.4 Due to the built-out character of the City of Clearwater, compact urban development within the urban service area shall be promoted through application of the Clearwater Community Development Code. Objective A.7.2 Diversify and expand the City’s tax base through the annexation of a variety of land uses located within the Clearwater Planning Area. Policy A.7.2.3 Continue to process voluntary annexations for single-family residential properties upon request. • The proposed Residential Urban (RU) Future Land Use Map category to be assigned to the property is consistent with the Countywide Plan designation. This designation primarily permits residential uses at a density of 7.5 units per acre. The proposed zoning district to be assigned to the property is Low Medium Density Residential (LMDR). The use of the subject property is consistent with the uses allowed in the District and the property exceeds the District’s minimum dimensional requirements. The proposed annexation is therefore consistent with the Countywide Plan and the City’s Comprehensive Plan and Community Development Code; and • The property proposed for annexation is contiguous to existing city limits to the west; therefore, the annexation is consistent with Florida Statutes Draft City Council Meeting Minutes January 17, 2019 Page 18 City of Clearwater Chapter 171.044. Councilmember Allbritton moved to approve the annexation, initial Future Land Use Map designation of Residential Urban (RU) and initial Zoning Atlas designation of Low Medium Density Residential (LMDR) District for 2720 Daniel Street. The motion was duly seconded and carried unanimously. Ordinance 9218-19 was presented and read by title only. Councilmember Polglaze moved to pass Ordinance 9218-19 on first reading. The motion was duly seconded and upon roll call, the vote was: Ayes: 5 - Mayor Cretekos, Councilmember Polglaze, Councilmember Hamilton, Vice Mayor Cundiff and Councilmember Allbritton Ordinance 9219-19 was presented and read by title only. Vice Mayor Cundiff moved to pass Ordinance 9219-19 on first reading. The motion was duly seconded and upon roll call, the vote was: Ayes: 5 - Mayor Cretekos, Councilmember Polglaze, Councilmember Hamilton, Vice Mayor Cundiff and Councilmember Allbritton Ordinance 9220-19 was presented and read by title only. Councilmember Hamilton moved to pass Ordinance 9220-19 on first reading. The motion was duly seconded and upon roll call, the vote was: Ayes: 5 - Mayor Cretekos, Councilmember Polglaze, Councilmember Hamilton, Vice Mayor Cundiff and Councilmember Allbritton 8.9 Approve the annexation, initial Future Land Use Map designation of Residential Low (RL) and initial Zoning Atlas designation of Low Medium Density Residential (LMDR) District for 808 Glen Oak Avenue East, 3048 Lake Vista Drive, and 3064 Hoyt Avenue and pass Ordinances 9221-19, 9222-19 and 9223-19 on first reading. (ANX2018-11022) These voluntary annexation petitions involve 0.604 acres of property consisting of three parcels of land occupied by single family homes. The parcels are located generally north of Drew Street, south of SR 590, and within ¼ mile west of McMullen Booth Road. The applicants are requesting annexation in order to receive sanitary sewer service from the City as part of the Kapok Terrace Sanitary Sewer Extension Project. The properties are located within an enclave and are contiguous to existing City limits along at least one boundary. It is proposed that the properties be assigned a Future Land Use Map designation of Draft City Council Meeting Minutes January 17, 2019 Page 19 City of Clearwater Residential Low (RL) and be assigned a Zoning Atlas designation of Low Medium Density Residential (LMDR). The Planning and Development Department determined that the proposed annexations are consistent with the provisions of Clearwater Community Development Code Section 4-604.E as follows: • The properties currently receive water service from the City. Collection of solid waste will be provided to the properties by the City. The applicants have paid the required sewer impact fee in full and will be connected to the city’s sewer system once it is made available. The properties are located within Police District III and service will be administered through the district headquarters located at 2851 N. McMullen Booth Road. Fire and emergency medical services will be provided to these properties by Station 49 located at 565 Sky Harbor Drive. The City has adequate capacity to serve these properties with sanitary sewer, solid waste, police, fire and EMS service. The proposed annexations will not have an adverse effect on public facilities and their levels of service; and • The proposed annexations are consistent with and promote the following objectives and policy of the Clearwater Comprehensive Plan: Objective A.6.4 Due to the built-out character of the City of Clearwater, compact urban development within the urban service area shall be promoted through application of the Clearwater Community Development Code. Objective A.7.2 Diversify and expand the City’s tax base through the annexation of a variety of land uses located within the Clearwater Planning Area. Policy A.7.2.3 Continue to process voluntary annexations for single-family residential properties upon request. • The proposed Residential Low (RL) Future Land Use Map category to be assigned to all properties is consistent with the Countywide Plan designation. This designation primarily permits residential uses at a density of 5 units per acre. The proposed zoning district to be assigned to all properties is Low Medium Density Residential (LMDR). The use of the subject properties is consistent with the uses allowed in the District and the properties exceed the District’s minimum dimensional requirements. The proposed annexations are therefore consistent with the Countywide Plan and the City’s Comprehensive Plan and Community Development Code; and • The properties proposed for annexation are contiguous to existing city limits along at least one boundary; therefore, the annexations are consistent with Florida Statutes Chapter 171.044. Draft City Council Meeting Minutes January 17, 2019 Page 20 City of Clearwater Councilmember Allbritton moved to approve the annexation, initial Future Land Use Map designation of Residential Low (RL) and initial Zoning Atlas designation of Low Medium Density Residential (LMDR) District for 808 Glen Oak Avenue East, 3048 Lake Vista Drive, and 3064 Hoyt Avenue. The motion was duly seconded and carried unanimously. Ordinance 9221-19 was presented and read by title only. Councilmember Polglaze moved to pass Ordinance 9221-19 on first reading. The motion was duly seconded and upon roll call, the vote was: Ayes: 5 - Mayor Cretekos, Councilmember Polglaze, Councilmember Hamilton, Vice Mayor Cundiff and Councilmember Allbritton Ordinance 9222-19 was presented and read by title only. Councilmember Hamilton moved to pass Ordinance 9222-19 on first reading. The motion was duly seconded and upon roll call, the vote was: Ayes: 5 - Mayor Cretekos, Councilmember Polglaze, Councilmember Hamilton, Vice Mayor Cundiff and Councilmember Allbritton Ordinance 9223-19 was presented and read by title only. Councilmember Allbritton moved to pass Ordinance 9223-19 on first reading. The motion was duly seconded and upon roll call, the vote was: Ayes: 5 - Mayor Cretekos, Councilmember Polglaze, Councilmember Hamilton, Vice Mayor Cundiff and Councilmember Allbritton 8.10 Approve amendments to Clearwater Community Development Code, Article 7 - Enforcement Proceedings and Penalties, to revise code enforcement board and special master hearing procedures, fines, and establish a new local civil penalty/citation process for code violations, and pass Ordinance 9228-19 on first reading. (TA2018-10005) The City enforces the provisions of the Clearwater Community Development Code (Code) and the Clearwater Code of Ordinances through Article 7 of the Code. Article 7, in turn, was created under the authority of Chapter 162, Florida Statutes which vests in local governments the power to “create[e]… administrative boards with authority to impose administrative fines and other noncriminal penalties to provide an equitable, expeditious, effective, and inexpensive method of enforcing any codes and ordinances in force in counties and municipalities, where a pending or repeated violation continues to exist.” § Draft City Council Meeting Minutes January 17, 2019 Page 21 City of Clearwater 162.02, Fla. Stat. The City desires to amend Article 7 in three respects. First, the City’s proposed ordinance amends the so-called “nuisance case” regulations to allow the municipal code enforcement board or a special magistrate to enter orders permitting the City to enter onto a violator’s property to abate and maintain a nuisance after notice and a hearing. Second, the ordinance re-adopts and re-affirms a heightened fine schedule that was previously adopted in 2000. And finally, the ordinance creates a new civil citation system authorizing the issuance of civil citations to code violators and establishing an appeal system should a violator elect to contest this violation. The Planning and Development Department has determined that the proposed text amendments to the Code are consistent with and furthers the goals, objectives and policies of the Comprehensive Plan and the Code. The Community Development Board also reviewed the proposed amendment at its December 18, 2018 meeting and unanimously recommended approval. Vice Mayor Cundiff moved to approve amendments to Clearwater Community Development Code, Article 7 - Enforcement Proceedings and Penalties, to revise code enforcement board and special master hearing procedures, fines, and establish a new local civil penalty/citation process for code violations. The motion was duly seconded and carried unanimously. Ordinance 9228-19 was presented and read by title only. Councilmember Hamilton moved to pass Ordinance 9228-19 on first reading. The motion was duly seconded and upon roll call, the vote was: Ayes: 5 - Mayor Cretekos, Councilmember Polglaze, Councilmember Hamilton, Vice Mayor Cundiff and Councilmember Allbritton 8.11 Provide direction on the proposed Development Agreement between Decade Properties, Inc. (the property owner) and the City of Clearwater, providing for the allocation of 27 units from the Hotel Density Reserve under Beach by Design and confirm a second public hearing in City Council Chambers before City Council on February 7, 2019 at 6:00 p.m., or as soon thereafter as may be heard. (HDA2018-10002; 850 Bayway Boulevard). Development Proposal: The current proposal is to demolish all structures on the 0.661-acre site and build a single seven-floor hotel with 60 hotel rooms (91 units per acre). The 60 proposed units include 33 units otherwise permitted by the Resort Facilities Draft City Council Meeting Minutes January 17, 2019 Page 22 City of Clearwater High Future Land Use classification and an additional 27 units from the Hotel Density Reserve through Beach by Design. The building will be 80 feet (from Base Flood Elevation) to roof. The proposal includes a tropical modern architecture, which is consistent with and complements the tropical vernacular envisioned in Beach by Design. The site will be accessed via two driveways with one two-way driveway located at the northeast corner of the property and the second driveway (an ingress-only) located at the northwest corner. The primary entrance and lobby of the building will be located along Bay Way on the second floor. The ground floor and the first four floors of the building will contain all 80 required parking spaces. Please note that the applicant has provided that floor one is the first floor over ground level parking in other words the floors run as ground, 1, 2, 3, 4, 5, 6 and 7. The ground floor includes 27 parking spaces. Floors one through three will include six hotel units as well as 14 parking spaces, each. The fourth floor will also include six units along with 11 parking spaces. Floors five through seven will include 12 hotel units each. A lobby/registration area is located on the ground floor at the northwest corner of the building. A small pool and patio area is provided on the fifth floor on the south side of the building. No additional amenities are proposed. The existing 26-slip dock is proposed to remain with 10 of the slips available only for hotel guests. The remaining 16 slips will be available for lease by the general public. This will result in two uses being established on the property; a hotel and a marina facility. A marina facility is defined in the Community Development Code (Article 8) as a use of land involved in the operation of a marina including structures and activities normally integral to the operation of a marina, such as servicing, fueling, pumping-out, chartering, launching, and dry-storage of boats and boating equipment. A marina is defined as any structure constructed on pilings over open water or supported by flotation on the water which provides three or more boat slips for the purpose of sale or lease. The Development Agreement includes specific language to limit the specific activities which may take place on the site ensuring that the “marina facility” component of the site will be compatible with the overnight accommodations component of the site as well as adjacent and surrounding uses. Specifically, activities such as servicing, fueling, pumping-out, commercial chartering and/or and dry-storage of boats and boating equipment be strictly prohibited and that the marina slips shall be limited to sale and/or lease to privately-owned boats rather than commercial vessels for hire. Consistency with the Community Development Code (CDC): Minimum Lot Area and Width: The subject property is 28,800 square feet in area and approximately 240 feet wide. The proposed lot area and width may be approved as part of a Level One Flexible Standard development (FLS) application, subject to meeting the applicable flexibility criteria of the Community Development Code. Draft City Council Meeting Minutes January 17, 2019 Page 23 City of Clearwater Minimum Setbacks: The conceptual site plan depicts setbacks to building of 15 feet along the front (south) along Bayway Boulevard, side (east and west) setbacks of 10 feet and a rear (south) setback of five feet (all to building). The proposed setbacks may be approved as part of a Level Two Flexible Development (FLD) application, subject to meeting the applicable flexibility criteria of the Community Development Code. Maximum Height: The proposal provides for a building 80 feet in height as measured from BFE where a height of up to 100 feet is permitted for overnight accommodations. The proposed height is also permitted by the CDC subject to meeting the applicable flexibility criteria of the CDC and as approved as part of a Level II Flexible Development application and as otherwise limited by Beach by Design. The height of the proposed building is consistent with the guidelines of Beach by Design. Minimum Off-Street Parking: The 60-room overnight accommodation use with a 16-slip marina facility requires a minimum of 80 off-street parking spaces with 1.2 spaces per unit (72 spaces) for the hotel component and one space per two slips (eight spaces) for the 16-slip marina facility component. A parking garage component located on the ground and first four levels of the building will provide a minimum of 80 spaces where 80 spaces are required. This is consistent with the applicable Sections of the CDC. Landscaping: While a formal landscape plan is not required to be submitted for review at this time, the conceptual landscape areas depicted on the site plan show that adequate spaces for foundation landscaping will be provided along the street frontage as required by Section A.6 of the Old Florida District within Beach by Design. Since no perimeter landscape buffers are otherwise required in the Tourist (T) District, the proposed landscape areas meet or exceed what is required. It is noted, however, that flexibility may be requested/necessary as part of a Comprehensive Landscape Program which would be reviewed at time of formal site plan approval. Consistency with Beach by Design: Clearwater Pass District No specific development parameters are provided within the Clearwater Pass district section of Beach by Design. Design Guidelines: A review of the provided architectural elevations and massing study was conducted and the proposed building does appear to be generally consistent Draft City Council Meeting Minutes January 17, 2019 Page 24 City of Clearwater with the applicable Design Guidelines established in Beach by Design. It is noted, however, that a more formal review of these Guidelines will need to be conducted as part of the final site plan approval process. Hotel Density Reserve: The project has been reviewed for compliance with those criteria established within Beach by Design concerning the allocation of hotel rooms from the Reserve. The project appears to be generally consistent with those criteria, including that the development comply with the Metropolitan Planning Organization’s (MPO) countywide approach to the application of traffic concurrency management for transportation facilities. The submitted Traffic Impact Study concludes that traffic operations at nearby intersections and on adjacent roadways would continue at acceptable levels of service. Standards for Development Agreements: The proposal is in compliance with the standards for development agreements, is consistent with the Comprehensive Plan and furthers the vision of beach redevelopment set forth in Beach by Design. The proposed Development Agreement will be in effect for a period not to exceed ten years, meets the criteria for the allocation of rooms from the Hotel Density Reserve under Beach by Design and includes the following main provisions: ▪ Provides for the allocation of 27 units from the Hotel Density Reserve; ▪ Requires the developer to obtain building permits and certificates of occupancy in accordance with Community Development Code (CDC) Section 4-407; ▪ Requires the return of any hotel unit obtained from the Hotel Density Reserve that is not constructed; ▪ Prohibits the conversion of any hotel unit allocated from the Hotel Density Reserve to a residential use and requires the recording of a covenant restricting use of such hotel units to overnight accommodation usage; ▪ Provides evidence that the development complies with the Metropolitan Planning Organization’s (MPO) countywide approach to the application of concurrency management for transportation facilities, and includes a transportation analysis conducted for the development; ▪ Provides that all units in a hotel receiving units from the Reserve shall be made available to the public as overnight transient hotel guests at all times through the required hotel reservation system; ▪ That no hotel room in a hotel allocated units from the Reserve will have a full kitchen; ▪ That a reservation system shall be required as an integral part of the hotel use and there shall be a lobby/front desk area that must be operated as a typical lobby/front desk area for a hotel would be operated; and ▪ Requires a legally enforceable mandatory evacuation/closure covenant that the hotel will be closed as soon as practicable after a hurricane watch that includes Clearwater Beach is posted by the National Hurricane Center. Changes to Development Agreements: Pursuant to Section 4-606.I., CDC, a Development Agreement may be Draft City Council Meeting Minutes January 17, 2019 Page 25 City of Clearwater amended by mutual consent of the parties, provided the notice and public hearing requirements of Section 4-206 are followed. Revisions to conceptual site plans and/or architectural elevations attached as exhibits to this Development Agreement shall be governed by the provisions of Section 4-406, CDC. Minor revisions to such plans may be approved by the Community Development Coordinator. Other revisions not specified as minor shall require an amendment to this Development Agreement. Senior Planner Mark Parry said staff has proposed the following amendments: increase the timeframe of the development agreement to 20 years, prohibit outdoor bar service associated with the outdoor pool patio, limit parking to hotel guests only, and limit the restaurant to basic food service, such as continental breakfast and packaged food items. In response to questions, Mr. Parry said the applicant is not required to submit complete floor plans at this point; conceptual plans and elevations are required at this time. The guest registration area will be located on the ground floor. Planning and Development Director Michael Delk said some hotels, such as the Hyatt, do not have a traditional lobby but a guest registration area. Full registration lobbies with electrical on the ground floor are subject to FEMA rules. The proposed project is located in a Tourist district. Mr. Parry said if a hotel was built on the subject site, the maximum height would be 100 feet; if a condominium, 100 feet through a flexible development application. The City Attorney said the City would not have this type of a development agreement with a condominium; restrictions that can be placed on a hotel development cannot be placed on a condominium. Mr. Parry said Beach by Design provides 1) a hotel density resort pool, which is no longer available because all of the units have been allocated and 2) a hotel density reserve, which was implemented to create mid-priced hotels. The hotel density resort pool had a geographic area limitation. He said there are no geographic limitations for units out of the hotel density reserve. Mr. Delk said when the hotel density resort pool was created, the City was trying to create a new marketplace in Clearwater beach for higher end destination resort facilities. These resort facilities were concentrated in two small areas of Clearwater beach. The hotel density reserve was created to offset the economic downturn in 2005 when overnight accommodations were being lost to condominium developments. The City Attorney said the subject site is in a tourist district which is next to a residential district. Mr. Parry said the tourist district allows a wide variety of uses such as, attached dwellings, resort attached dwellings, overnight accommodations, restaurants, night clubs, brew pubs, indoor recreation, outdoor recreation, marina facilities and retail services. The City Attorney said if Council decided to rezone the property, it would require a land use Draft City Council Meeting Minutes January 17, 2019 Page 26 City of Clearwater plan amendment and zoning district amendment. She said there would be issues associated that rezoning, such as Bert Harris, and would anticipate litigation. Mr. Parry said there are types of residential uses that are permitted in the Tourist district for overnight accommodation. Attached dwellings have a rental period of 30 days or more. Resort attached dwellings have a rental period of any time (i.e., nightly, weekly, or monthly). He said the permitted density for overnight accommodations is 50 units per acre. The permitted density for attached dwellings and resort attached dwellings is 30 units per acre. In response to a question, Mr. Parry said the subject site is zoned Tourist. Mr. Delk requested that the applicant discuss Council's condition to not provide a bar facility at the pool since there would be no reason not to grant a license to sell beer and wine at this hotel, which would be issued to other hotel facilities on the beach. Since the proposed hotel will not have a restaurant, the project does not qualify for a full liquor license. Applicant Representative Brian Aungst reviewed the request and said they have read all of the emails sent to Council regarding the proposed limited service boutique hotel. This is an opportunity for City Council to limit the development potential on this property and to control the uses on this property for at least 20 years. Mr. Aungst said there will be no restaurant, bar, meeting space or public parking. There will be a small pool on the fifth level. The current exterior outdoor pool fronts on Bayway Boulevard. He said when Beach by Design was enacted in 2001 it created a destination resort density pool which limited to specific geographic areas in Clearwater beach. The hotel density reserve was created in 2008 and unrelated to the destination resort density pool. In response to questions, Mr. Aungst said the City conducted a traffic analysis as part of Beach by Design and before the hotel density reserve implementation. The analysis concluded that 1,385 units would not degrade the level of service on Clearwater beach. Gulfcoast Consulting representative Robert Pergolizzi said he conducts traffic counts within the project vicinity during weekday and peak hours and seasonally adjust the traffic counts to annual averages. The subject site is very proximate to the Sand Key Bridge, which is a great way to get off the island without going through the roundabout to Memorial Causeway. When the existing traffic was analyzed, the traffic movements in the intersections (S. Gulfview Boulevard at Gulf Boulevard, Gulf Boulevard at Bayway Boulevard, and Draft City Council Meeting Minutes January 17, 2019 Page 27 City of Clearwater Bayway Boulevard at S. Gulfview Boulevard) operated at a level B or better in the peak hour. The existing traffic on Bayway adjacent to this site had a traffic count of 60 vehicles per hour. With the traffic from this hotel, the expected daily trip generation is 502, of which 36 trips would occur in the afternoon peak hour. Per city code, a traffic study for a project of this size would not be required; a traffic study was conducted because the applicant is requesting units from the hotel density reserve. Mr. Aungst said the sanitation container is fully enclosed in the parking garage and will be rolled out on trash days; the current hotel facility has one dumpster that is rolled out during trash collection days. In response to a concern, Mr. Delk said staff is not aware of any public access to the beach in the subject area. One must cross private property or arrive by boat to access the beach. The City Attorney said the public can walk up to below the mean high water line, the rest is private beach. The boaters can walk from the mean high water line down. Police Chief Daniel Slaughter said the Department has not received excessive complaints regarding individuals trespassing the private beach. Mr. Aungst said there will be no available parking spaces to be leased. The applicant is required to have 1.2 parking spaces per unit for a total of 72 spaces. There are 16 boatslips that will be available for private non-commercial use, which requires 1 parking space for every 2 boatslips for a total of 8 spaces. The parking limitations for hotel guests only have been included in the development agreement. He said there is no room in this project for a bar or restaurant. Architect Robert Aude said the proposed lower lobby is in style of a boutique hotel, characteristic of what one may see in small European hotels. The small lobby will be ground level and dry flood proof with a registration area and snack area. Access to the elevators will be through the enclosed lobby. He said the designs that have been submitted at this point are conceptual; the applicant understands the enclosed access provision in Beach by Design and will be in compliance for site plan approval. Beach by Design addresses architectural treatment for parking garages; the ornamentation on the building is intended to look like windows, awnings, louvers. Mr. Aungst said the applicant is comfortable with not having a bar on the property. The Council recessed from 8:05 p.m. to 8:15 p.m. Draft City Council Meeting Minutes January 17, 2019 Page 28 City of Clearwater Eighteen individuals spoke in opposition. Mr. Aungst said the applicant has agreed not to have amplified music on the pool deck; the restriction will be added to the development agreement. The applicant has owned the property since 1992 and has operated the site as a hotel since. In response to questions, the City Attorney said if the item before Council is denied, the developer could build a condominium without a development agreement. There will be another public hearing on February 7 at which time Council will vote to approve, or not, the development agreement. Discussion ensued with consensus to include the following restrictions in the development agreement: no amplified music, no public parking, no bar or restaurant on the property. In response to a concern, Mr. Delk said the parking requirement is to accommodate guest and staff. The applicant has met the parking requirements. Councilmember Hamilton moved to direct staff to draft a development agreement with the restrictions specified in the original document, to include there will be no amplified music, no restaurant, no bar on the property and parking be restricted to hotel guests only and to set a public hearing on February 7, 2019 in the Main Library Council Chambers. The motion was duly seconded and carried unanimously. 8.12 Approve the proposed first amendment to an existing Development Agreement between NESC, LLC (the property owner) and the City of Clearwater for property located at 443 East Shore Drive, which includes a revision to the number of overnight accommodation units, revision of the notice addresses for the developer, revision of Exhibit B to provide new conceptual site plans and elevations; adopt Resolution 19-01 and authorize the appropriate officials to execute same. (HDA2012-03001A) Site Location and History: The 1.26-acre subject property is located at the northeast corner of East Shore Drive and Papaya Street. The site is zoned Tourist (T) District with an underlying Future Land Use Plan (FLUP) category of Resort Facilities High (RFH) and is located within the Marina District of Beach by Design. Draft City Council Meeting Minutes January 17, 2019 Page 29 City of Clearwater On June 19, 2012, the Community Development Board approved a project consisting of 134 overnight accommodation units, a 6,500 square foot restaurant, a 50-slip marina, and 15-foot wide boardwalk along the seawall of the property. Subsequently, at its meeting of July 27, 2012, the City Council entered into a Development Agreement with the developer of this project, and as part of this Agreement the Council assigned 71 units from the Hotel Density Reserve to the project to achieve 134 overnight accommodation units. Development Proposal: Since the city council meeting of December 6, 2018, the applicant has revised the Development Agreement to provide for a limitation on amplified music as requested by Council. The proposal includes an increase in the number of overnight accommodation units within the project from 134 to 139 via two separate Transfers of Development Rights of two and three units each. The additional rooms are to be accommodated within previously approved “cabana units,” which were not considered to be rooms for overnight stay, and as such there is no expansion of the building needed to accommodate these new rooms. The development already includes sufficient off-street parking to meet the requirement of the additional rooms. The changes to the Development Agreement are listed below. ▪ The 7th recital is deleted and replaced to provide for an updated room count; ▪ Section 4.1 is deleted and replaced to provide for an updated room count and density; ▪ Section 6.1.8 is added to provide a limitation on amplified music at the hotel after 11:00 p.m. on Sunday through Thursday, and after 12:00 midnight on Friday and Saturday; ▪ Section 13: the addresses for the Developer are deleted and replaced with updated information; and, ▪ Exhibit “B” is deleted and replaced with updated site and building places reflecting the updated room count. Consistency with the Community Development Code (CDC): At its meeting of June 19, 2012, the Community Development Board found the development proposal to be consistent with the applicable provisions of the CDC. No aspect of those provisions is being modified as part of this proposal. Consistency with Beach by Design: At its meeting of June 19, 2012, the Community Development Board found the development proposal to be consistent with the applicable provisions of Beach by Design. No aspect of those provisions is being modified as part of this proposal. Hotel Density Reserve: The project was previously reviewed for compliance with those criteria established within Beach by Design concerning the allocation of hotel rooms from the Reserve and the project was found to be consistent with those criteria, including that the development comply with the Metropolitan Planning Draft City Council Meeting Minutes January 17, 2019 Page 30 City of Clearwater Organization’s (MPO) countywide approach to the application of traffic concurrency management for transportation facilities. Standards for Development Agreements: The proposal is in compliance with the standards for development agreements, is consistent with the Comprehensive Plan and furthers the vision of beach redevelopment set forth in Beach by Design. The proposed first amended and restated amendment to the existing Development Agreement will be in effect for a period not to exceed ten years, meets the criteria for the allocation of rooms from the Hotel Density Reserve under Beach by Design and includes the following main provisions: ▪ Provides for no change in the number of units (71 units) allocated from the Hotel Density Reserve (previously approved as part of DVA2012- 03008/Resolution No. 12-07); ▪ Revises Exhibit B which includes new conceptual site plans, architectural drawings, elevations and perspectives; ▪ Requires the developer to obtain building permits within one year of approval of the amended and restated Development Agreement and certificates of occupancy in accordance with CDC Section 4-407; ▪ Requires the return of any hotel unit obtained from the Hotel Density Reserve that is not constructed; ▪ For units allocated from the Hotel Density Reserve, prohibits the conversion of any hotel unit to a residential use and requires the recording of a covenant restricting use of such hotel units to overnight accommodation usage; and, ▪ Requires a legally enforceable mandatory evacuation/closure covenant that the hotel will be closed as soon as practicable after a hurricane watch that includes Clearwater Beach is posted by the National Hurricane Center. Changes to Development Agreements: Pursuant to CDC Section 4-606.I., a Development Agreement may be amended by mutual consent of the parties, provided the notice and public hearing requirements of CDC Section 4-206 are followed. Revisions to conceptual site plans and/or architectural elevations attached as exhibits to this Development Agreement shall be governed by the provisions of CDC Section 4-406. Minor revisions to such plans may be approved by the Community Development Coordinator. Other revisions not specified as minor shall require an amendment to this Development Agreement. The Planning and Development Department is recommending approval of this First Amendment to the Development Agreement. Vice Mayor Cundiff moved to approve the proposed first amendment to an existing Development Agreement between NESC, LLC (the property owner) and the City of Clearwater for property located at 443 East Shore Drive, which includes a revision to the number of overnight accommodation units, revision of the notice addresses for the developer, revision of Exhibit B to provide new conceptual site plans and elevations. The motion was duly seconded and carried unanimously. Draft City Council Meeting Minutes January 17, 2019 Page 31 City of Clearwater Resolution 19-01 was presented and read by title only. Councilmember Hamilton moved to adopt Resolution 19-01. The motion was duly seconded and upon roll call, the vote was: Ayes: 5 - Mayor Cretekos, Councilmember Polglaze, Councilmember Hamilton, Vice Mayor Cundiff and Councilmember Allbritton 9. Second Readings - Public Hearing 9.1 Adopt Ordinance 9217-19 on second reading, amending the Community Development Code by amending Article 3, Division 18, Signs, removing regulations specific to downtown; amending Article 4, Division 10, Sign Permit, adding a reference to Appendix C; amending Appendix C, Downtown Zoning District and Design Standards, Division 7., Sign Standards, establishing new sign standards specific to downtown; amending Article 8, Definitions Related to Signage. Ordinance 9217-19 was presented and read by title only. Councilmember Allbritton moved to adopt Ordinance 9217-19 on second and final reading. The motion was duly seconded and upon roll call, the vote was: Ayes: 5 - Mayor Cretekos, Councilmember Polglaze, Councilmember Hamilton, Vice Mayor Cundiff and Councilmember Allbritton 10. City Manager Reports 10.1 Ratify and confirm an increase to Purchase Order No. 18001102 with Ultimate CNG, LLC in the amount of $197,600, for the period November 24, 2018 through January 18, 2019; approve an increase with Ultimate CNG in the amount of $127,200, for the period January 19, 2019 through March 1, 2019, to provide mobile compressed natural gas services at the Clearwater natural gas filling station and authorize the appropriate officials to execute same. Ultimate CNG, LLC is currently providing temporary Compressed Natural Gas (CNG) refueling services, via a mobile CNG storage truck, at our CNG Filling Station located at 1020 North Hercules Avenue. This purchase order was originally approved by the City Manager in August 2018, in the amount of $99,715 and a 2nd Agreement, in the amount of $197,600, for a total amount of $297,315. These two agreements were ratified and confirmed by City Council on September 6, 2018. A third increase was approved by City Council on October 18, 2018, in the amount of $74,100. Staff is now requesting for Council to extend their services for the period starting November 24, 2018 through March 1, 2019. Services under Agreement Draft City Council Meeting Minutes January 17, 2019 Page 32 City of Clearwater 4 would end on January 18, 2019 and Services under Agreement 5 would start on January 19, 2019 through March 1, 2019. The reason for the increase is a result of the primary CNG compressor experiencing a mechanical failure after a repair was made in August. Additional parts failed after the repair was completed and now those parts need to be replaced. The parts are currently on order and waiting on them to be manufactured and shipped. The compressor was originally manufactured in England, UK and several of the parts needed are not available in the USA. These two increases will set the total amount of the Purchase Order to $696,215. USE OF RESERVE FUNDS: Funds are budgeted and available in 4232078-531300. Councilmember Polglaze moved to ratify and confirm an increase to Purchase Order No. 18001102 with Ultimate CNG, LLC in the amount of $197,600, for the period November 24, 2018 through January 18, 2019; approve an increase with Ultimate CNG in the amount of $127,200, for the period January 19, 2019 through March 1, 2019, to provide mobile compressed natural gas services at the Clearwater natural gas filling station and authorize the appropriate officials to execute same. The motion was duly seconded and carried unanimously. 10.2 Approve a street name change from Damascus Rd. to Dr. Kiran C. Patel Blvd. and adopt Resolution 19-02. The City of Clearwater received a request from the property owner developing Nova Southeastern University to change the name of a certain no outlet road running Northerly off Courtney Campbell Causeway (State Road 60) into the university property, from Damascus Rd. to Dr. Kiran C. Patel Blvd. There are no city addresses affected by the street name change, Pinellas County 911 has no objection and city staff is agreeable to the name change. One individual questioned the name change. It was stated that Clearwater Christian College (CCC), the previous landowner, named the street Damascus Road. Vice Mayor Cundiff moved to Approve a street name change from Draft City Council Meeting Minutes January 17, 2019 Page 33 City of Clearwater Damascus Rd. to Dr. Kiran C. Patel Blvd. The motion was duly seconded and carried unanimously. A suggestion was made that a plaque commemorating the 49 years CCC was active be placed somewhere on the campus. Resolution 19-02 was presented and read by title only. Councilmember Hamilton moved to adopt Resolution 19-02. The motion was duly seconded and upon roll call, the vote was: Ayes: 5 - Mayor Cretekos, Councilmember Polglaze, Councilmember Hamilton, Vice Mayor Cundiff and Councilmember Allbritton 10.3 Approve a funding agreement between the City of Clearwater and the Pinellas Suncoast Transit Authority (PSTA) to provide enhanced Jolley Trolley service during Spring Break period of March 1, 2019 through April 30, 2019, with the City contributing a lump sum not to exceed $96,394 and authorize the appropriate officials to execute same. Alternatives for traveling to Clearwater Beach during the Spring Break season are critical to the economic vitality of Clearwater and our tourism industry. The City and PSTA propose utilizing the City Hall parking lot and two other lots adjacent to City Hall as park and ride lots for the 66-day period commencing March 1, 2019, through April 30, 2019. City Hall parking meters will be suspended during this period. Instead of driving, users will have the option of taking the free Trolley services to and from the Beach or paying to ride the Clearwater Ferry Taxi Service. The Trolley service will be free only for people who board the trolley at the City Hall park and ride site, at the Clearwater Beach Transit Station on the north side of Memorial Causeway, or at the Clearwater Beach Municipal Marina designated pick up location. PSTA currently provides regular service on several routes between Downtown and Clearwater Beach, as well as north and south along the Beach. PSTA operates the Suncoast Beach Trolley which runs from Downtown Clearwater south to St. Pete Beach, and has an agreement with the Jolley Trolley to operate a Beach circulator (North and South Beach routes), as well as the Coastal route connecting to Tarpon Springs. As part of this agreement, PSTA developed a service plan that will increase the number of vehicles serving the Beach during the Spring Break season, especially on the weekend periods from Friday through Sunday during spring break periods for local school districts and during the three weekends of the Sugar Sands Festival. The proposed agreement sets forth the City’s commitment to contribute a lump sum not to exceed $96,394 towards PSTA’s additional financial obligations, Draft City Council Meeting Minutes January 17, 2019 Page 34 City of Clearwater including PSTA’s agreement with the Jolley Trolley to provide enhanced service on its Beach circulator routes during the Spring Break season. Riders will have significantly shorter wait times this season with additional plug-in vehicles to maintain the service headway at 15-minute intervals at the City Hall lot. The free park and ride service is planned to start at 10:00 AM and end at the regular close of service (approximately 10:00 PM Sunday-Thursday and 12:00 AM Friday/Saturday). The City and PSTA have developed a marketing plan that includes a media campaign and promotional components. Directional signs for park and ride locations and Dynamic Message Signs will also be deployed. Coordination with, and information about, other transportation alternatives such as the Clearwater Ferry will be included in the materials developed. APPROPRIATION CODE AND AMOUNT: A first quarter budget amendment will increase cost code 4351333-581000, Payment to Agencies, by $96,394 to fund this contract. This increase will be funded with available Parking operating revenues. In response to questions, Senior Planner Rick Hartman said last year the agreement was for a 10-week period. This year the agreement will cover an 8-week period. Last year's ridership was estimated at 26,000; it was determined the service lacked sufficient trolleys during the first few weeks of the program and PSTA incorporated additional trolleys on an emergency basis. This year's schedule is shorter but will cover an additional weekend with heavy activity for an additional $30,000. Mr. Hartman said the trolleys this year will be equipped with automated people counters, providing daily counts throughout the agreement period. One individual said trolleys in other cities are funded by the local businesses and provided for free. She suggested that the local businesses pay for the service. Deputy City Manager Jill Silverboard said the agreement is being paid through the parking fund not general revenue fund. A concern was expressed with the use of taxpayer money to fund this service that is already receiving federal and state funds. Councilmember Polglaze moved to approve a funding agreement between the City of Clearwater and the Pinellas Suncoast Transit Authority (PSTA) to provide enhanced Jolley Trolley service Draft City Council Meeting Minutes January 17, 2019 Page 35 City of Clearwater during Spring Break period of March 1, 2019 through April 30, 2019, with the City contributing a lump sum not to exceed $96,394 and authorize the appropriate officials to execute same. The motion was duly seconded and carried with the following vote: Ayes: 4 - Mayor Cretekos, Councilmember Polglaze, Councilmember Hamilton and Councilmember Allbritton Nays: 1 - Vice Mayor Cundiff 10.4 Approve 2019 State Legislative Priorities. The City Clerk said, as directed at the work session, the following statement was added under Issues to Support: Renew the Entertainment Industry Financial Incentive Program to continue attracting film and television production to the State of Florida. Councilmember Allbritton moved to approve 2019 State Legislative Priorities. The motion was duly seconded and carried unanimously. 10.5 Provide direction for the Charter Review Committee. Discussion ensued with direction given to consider increasing the review frequency to ten years, increasing the salaries for the mayor and councilmembers, and instituting districts. There was council consensus the Charter Review Committee not discuss the form of government. The City Attorney said the topics of districting and council salary comes up with every charter review. She will structure a detailed discussion on districting that would include hiring an expert. 10.6 Approve a budget increase in project C1909, City Hall Move, of $168,085 for a total of $383,085 to be funded with an allocation of General Fund reserves. On August 2, 2018, Council approved a five-year lease agreement with One Clearwater Tower to serve as administrative offices for departments currently housed in City Hall. On November 15, 2018, Council approved a purchase order with Encore Draft City Council Meeting Minutes January 17, 2019 Page 36 City of Clearwater Broadcast Equipment, Inc. for labor and equipment to relocate the broadcast facilities from City Hall to the Clearwater Main Library. As part of this agenda item, Council approved creation of a capital project to account for all costs associated with the move out of City Hall and funded based upon costs known at the time, which were $153,355.74 for broadcast facilities, $50,000 for IT related upgrades, and $11,644.26 for moving and other miscellaneous items. The need for a project budget increase is for two distinct purposes. The first is to add funding for minor costs related to adjustments to the space/furnishings, movers, wiring installation and signage which total $7,455. The second relates to the funding of the lease payments themselves. Due to the timing of lease negotiations, no funding was included in the fiscal year 2018/19 operating budget for rental payments. This portion of the budget increase will include funding for the remainder of the fiscal year (8 payments) which total $160,629.36. At the end of the fiscal year, staff will bring forward an amendment to the budget that will reduce the budget of all areas where actual savings occurred (electrical, utilities, security, custodial, maintenance, etc.) and reallocate those savings back to the general fund reserves. All future rental payments will be included in the operating budget of City Hall departments. APPROPRIATION CODE AND AMOUNT: A first quarter budget amendment will provide an allocation of $168,085 from General Fund Reserves to project C1909, City Hall Move. USE OF RESERVE FUNDS: Funding will be provided by a first quarter budget amendment allocating General Fund reserves in the amount of $168,085 to capital improvement project C1909, City Hall Move. Inclusive of this item if approved, a net total of $920,460 of General Fund reserves has been appropriated by Council to fund expenditures in the 2018/19 operating budget. The remaining balance in General Fund reserves after the 8.5% reserve is approximately $8.7 million, or 5.9% of the current General Fund operating budget. Vice Mayor Cundiff moved to approve a budget increase in project C1909, City Hall Move, of $168,085 for a total of $383,085 to be funded with an allocation of General Fund reserves. The motion was duly seconded and carried with the following vote: Ayes: 4 - Councilmember Polglaze, Councilmember Hamilton, Vice Mayor Cundiff and Councilmember Allbritton Nays: 1 - Mayor Cretekos Draft City Council Meeting Minutes January 17, 2019 Page 37 City of Clearwater Council recessed from 9:55 p.m. to 10:01 p.m. 10.7 Discuss Imagine Clearwater. Following the special council meeting on December 3rd, 2018 staff has brought forward a site layout and size and scope renderings of a bandshell that would support increased structural back of house facilities and an overhang that could 3,000 seated guests during a concert. Based on this information, staff is seeking direction on the size and scope that the council would like to see the structure designed to. This information will allow us to move forward with design of other elements of the park while we refine the site area for the bandshell structure over the coming months. Staff will be returning to council several times to discuss other elements that hinge on this decision. Assistant City Manager Micah Maxwell provided a PowerPoint presentation. Staff has received a scope of work for a financial feasibility of the venue, which should be completed within a 6 to 12-week timeframe. The financial feasibility will determine the operational costs and the estimated revenues based on the market study. In response to questions, Mr. Maxwell said the market study will show which venue version would be most in demand in the area. The study will also look into the charter restrictions on the property and how it impacts the ability to compete with venues in the market that do not have the restrictions. The financial feasibility will be paid via Stantec using the already approved budget. He said when the focus was on the green space and a bandshell, staff did not consider conducting a market study. An economic impact study would extend beyond the market study or the idea if the performance venue was financially feasible to sustain itself since it would include the Downtown. If the proposed size and scope of the bandshell showed this evening is okay with Council, items related to the rest of the park (i.e., lake, Coachman Garden area, Bluff walk area) can move forward. Mr. Maxwell said there is a Stantec sub-consultant who is well versed in the field; the consultant intends to reach out to Zev Buffman for his perspective on the performance venue. Discussion ensued with comments made there are experts in the community who can assist Stantec and staff with the performance venue and that project components must move forward. Draft City Council Meeting Minutes January 17, 2019 Page 38 City of Clearwater There was consensus for staff to proceed with the market analysis and economic impact study. One individual opposed a bigger bandshell and the play area in a sloped space. One individual opposed REH's suggested "bandshell" and supported a low-key family-oriented park. 11. City Attorney Reports – None. 12. Closing comments by Councilmembers (limited to 3 minutes) – None. 13. Closing Comments by Mayor Mayor Cretekos reviewed recent and upcoming events. 14. Adjourn The meeting adjourned at 10:32 p.m. Mayor City of Clearwater Attest City Clerk Draft Name: Address: / 0 Q C., /27 19c„,,,o " 1 City: Zip: Telephone Number: Email Address: Speaking under citizens to be heard re items not on the agenda: Agenda item(s) to which you wish to speak. Citizen Comment Card iv 4 What is your position on the item? For Against Name: Citizen Comment Card 4i—Q-a(Cri rrc 17' biAddress: /1-1.-1'7 , - 7/ City: poiro,1044-2,- Zip: , ) Telephone Number: Email Address: Speaking under citizens to be heard re items not on the agenda?j tj Agenda item(s) to which you wish to speak. What is your position on the item? For Against Name: Citizen Comment Card Address: L' V W\ e4 y_, - City. Zip: Telephone Number: Email Address: Speaking under citizens to beeard re items not on the agenda? Agenda item(s) to which you wish to speak. k(q_o-v) v\*o AY\€ vAP ( What is your position on the item? For Against Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#19-5619 Agenda Date: 2/7/2019 Status: Consent AgendaVersion: 1 File Type: Action ItemIn Control: Finance Agenda Number: 7.1 SUBJECT/RECOMMENDATION: Award five-year agreements to Hilltop Securities and Public Resources Advisory Group, Inc. to provide Financial Advisor services and authorize the appropriate officials to execute same. (consent) SUMMARY: The former City Financial Advisor (Stifel Nicolaus and Company) elected to discontinue providing municipal advisory services. The City issued RFP 11-19 soliciting proposals from qualified firms interested in providing financial advisory services to the City. Two proposals were received from Hilltop Securities and Public Resources Advisory Group, Inc. The Selection Committee determined that both firms were well qualified to provide quality service to the City and that there is significant value in having both firms available to the City. Therefore, the committee unanimously recommends the Council award five-year agreements to both firms. The cost for their services are very similar and will be paid from proceeds of any future financing transactions. Page 1 City of Clearwater Printed on 2/7/2019 Purchasing Office 100 S Myrtle Ave Clearwater FL 33756-5520 PO Box 4748, 33758-4748 727-562-4633 Tel v 10/2016 REQUEST FOR PROPOSALS #11-19 Financial Advisor Services November 1, 2018 NOTICE IS HEREBY GIVEN that sealed proposals will be received by the City of Clearwater (City) until 10:00 AM, Local Time, December 4, 2018 to provide Financial Advisor Services. Brief Description: The City of Clearwater requires the services of a Financial Advisor to assist the City in developing, implementing, and maintaining strategies to meet its capital financing needs. The selected Financial Advisor will serve as a consultant and advisor in the implementation of capital improvement programs and in the conduct of business transactions with financial institutions. The Financial Advisor must be able to provide a full scope of financial advisory services and demonstrate experience in preparing and marketing a bond issue. Proposals must be in accordance with the provisions, specifications and instructions set forth herein and will be received by Purchasing until the above noted time, when they will be publicly acknowledged and accepted. Proposal packets, any attachments and addenda are available for download at: https://www.myclearwater.com/bid Please read the entire solicitation package and submit the bid in accordance with the instructions. This document (less this invitation and the instructions) and any required response documents, attachments, and submissions will constitute the bid. General, Process or Technical Questions concerning this solicitation should be directed, IN WRITING, to the following Sr. Procurement Analyst: Lori Vogel Sr. Procurement Analyst lori.vogel@myclearwater.com This Request for Proposals is issued by: Alyce Benge, CPPO, C.P.M. Purchasing Manager Alyce.Benge@myclearwater.com INSTRUCTIONS Financial Advisor Services 2 RFP #11-19 i.1 VENDOR QUESTIONS: All questions regarding the contents of this solicitation, and solicitation process (including requests for ADA accommodations), shall be directed solely to the Purchasing Manager listed on Page 1. Questions should be submitted in writing via letter, fax or email. Questions received less than seven (7) calendar days prior to the due date and time may be answered at the discretion of the City. i.2 ADDENDA/CLARIFICATIONS: Any changes to the specifications will be in the form of an addendum. Addenda are posted on the City website and mailed to those who register on the City website when downloading solicitations no less than seven (7) days prior to the Due Date. Vendors are cautioned to check the Purchasing Website for addenda and clarifications prior to submitting their proposal. The City cannot be held responsible if a vendor fails to receive any addenda issued. The City shall not be responsible for any oral changes to these specifications made by any employees or officer of the City. Failure to acknowledge receipt of an addendum may result in disqualification of a proposal. i.3 VENDOR CONFERENCE / SITE VISIT: Yes No Mandatory Attendance: Yes No If so designated above, attendance is mandatory as a condition of submitting a proposal. The conference/site visit provides interested parties an opportunity to discuss the City's needs, inspect the site and ask questions. During any site visit you must fully acquaint yourself with the conditions as they exist and the character of the operations to be conducted under the resulting contract. i.4 DUE DATE & TIME FOR SUBMISSION AND OPENING: Date: December 4, 2018 Time: 10:00 AM (Local Time) The City will open all proposals properly and timely submitted, and will record the names and other information specified by law and rule. All proposals become the property of the City and will not be returned except in the case of a late submission. Respondent names, as read at the bid opening, will be posted on the City website. Once a notice of intent to award is posted or 30 days from day of opening elapses, whichever occurs earlier, proposals are available for inspection by contacting Purchasing. i.5 PROPOSAL FIRM TIME: 90 Days from Opening Proposal shall remain firm and unaltered after opening for the number of days shown above. The City may accept the proposal, subject to successful contract negotiations, at any time during this time. i.6 PROPOSAL SECURITY: Yes No If so designated above, a proposal security in the amount specified must be submitted with the proposal. The security may be submitted in any one of the following forms: an executed surety bond issued by a firm licensed and registered to transact such business with the State of Florida; cash; certified check, or cashier's check payable to the City of Clearwater (personal or company checks are not acceptable); certificate of deposit or any other form of deposit issued by a financial institution and acceptable to the City. Such proposal security shall be forfeited to the City of Clearwater should the proposer selected fail to execute a contract when requested. PERFORMANCE SECURITY: Yes No If required herein, the Contractor, simultaneously with the execution of the Contract, will be required to furnish a performance security. The security may be submitted in one-year increments and in any one of the following forms: an executed surety bond issued by a firm licensed and registered to transact such business with the State of Florida; cash; certified check, cashier's check or money order payable to the City of Clearwater (personal and company checks are not acceptable); certificate of deposit or any other form of deposit issued by a financial institution and acceptable to the City. If the Contractor fails or refuses to fully comply with the terms and INSTRUCTIONS Financial Advisor Services 3 RFP #11-19 conditions of the contract, the City shall have the right to use all or such part of said security as may be necessary to reimburse the City for loss sustained by reason of such breach. The balance of said security, if any, will be returned to Contractor upon the expiration or termination of the contract. i.7 SUBMIT PROPOSALS TO: Use label at the end of this solicitation package City of Clearwater Attn: Purchasing 100 S Myrtle Ave, 3rd Fl, Clearwater FL 33756-5520 or PO Box 4748, Clearwater FL 33758-4748 Proposals will be received at this address. Proposers may mail or hand-deliver proposals; e-mail or fax submissions will not be accepted. No responsibility will attach to the City of Clearwater, its employees or agents for premature opening of a proposal that is not properly addressed and identified. i.8 LATE PROPOSALS. The proposer assumes responsibility for having the proposal delivered on time at the place specified. All proposals received after the date and time specified shall not be considered and will be returned unopened to the proposer. The proposer assumes the risk of any delay in the mail or in handling of the mail by employees of the City of Clearwater, or any private courier, regardless whether sent by mail or by means of personal delivery. It shall not be sufficient to show that you mailed or commenced delivery before the due date and time. All times are Clearwater, Florida local times. The proposer agrees to accept the time stamp in the City Purchasing Office as the official time. i.9 LOBBYING PROHIBITION. The purpose of this prohibition is to preserve the integrity of the procurement process. Any communication regarding this solicitation for the purpose of influencing the process or the award, between any person or affiliates seeking an award from this solicitation and the City, including but not limited to the City Council, employees, and consultants hired to assist in the solicitation, is prohibited. This prohibition is imposed from the time of the first public notice of the solicitation until the City cancels the solicitation, rejects all responses, awards a contract or otherwise takes action which ends the solicitation process. This section shall not prohibit public comment at any City Council meeting, study session or Council committee meeting. This prohibition shall not apply to vendor-initiated communication with the contact(s) identified in the solicitation or City-initiated communications for the purposes of conducting the procurement including but not limited to pre-bid conferences, clarification of responses, presentations if provided in the solicitation, requests for Best and Final Proposals, contract negotiations, protest/appeal resolution, or surveying non-responsive vendors. Violations of this provision shall be reported to the Purchasing Manager. Persons violating this prohibition may be subject to a warning letter, rejection of their response depending on the nature of the violation, and/or debarment of the proposer as provided in Clearwater’s Purchasing Policy and Procedures, Section 27. i.10 COMMENCEMENT OF WORK. If proposer begins any billable work prior to the City’s final approval and execution of the contract, proposer does so at its own risk. i.11 RESPONSIBILITY TO READ AND UNDERSTAND. Failure to read, examine and understand the solicitation will not excuse any failure to comply with the requirements of the solicitation or any resulting contract, nor shall such failure be a basis for claiming additional compensation. If a vendor suspects an error, omission or discrepancy in this solicitation, the vendor must immediately and in any case not later than seven (7) business days in advance of the due date notify the contact on page one (1). The City is not responsible for and will not pay any costs associated with the preparation and submission of the proposal. Proposers are cautioned to verify their proposals before submission, as amendments to or withdrawal of proposals submitted INSTRUCTIONS Financial Advisor Services 4 RFP #11-19 after time specified for opening of proposals may not be considered. The City will not be responsible for any proposer errors or omissions. i.12 FORM AND CONTENT OF PROPOSALS. Unless otherwise instructed or allowed, proposals shall be submitted on the forms provided. An original and the designated number of copies of each proposal are required. Proposals, including modifications, must be submitted in ink, typed, or printed form and signed by an authorized representative. Please line through and initial rather than erase changes. If the proposal is not properly signed or if any changes are not initialed, it may be considered non-responsive. In the event of a disparity between the unit price and the extended price, the unit price shall prevail unless obviously in error, as determined by the City. The City may require that an electronic copy of the proposal be submitted. The proposal must provide all information requested and must address all points. The City does not encourage exceptions. The City is not required to grant exceptions and depending on the exception, the City may reject the proposal. i.13 SPECIFICATIONS. Technical specifications define the minimum acceptable standard. When the specification calls for “Brand Name or Equal,” the brand name product is acceptable. Other products will be considered upon showing the other product meets stated specifications and is equivalent to the brand product in terms of quality, performance and desired characteristics. Minor differences that do not affect the suitability of the supply or service for the City’s needs may be accepted. Burden of proof that the product meets the minimum standards or is equal to the brand name product is on the proposer. The City reserves the right to reject proposals that the City deems unacceptable. i.14 MODIFICATION / WITHDRAWAL OF PROPOSAL. Written requests to modify or withdraw the proposal received by the City prior to the scheduled opening time will be accepted and will be corrected after opening. No oral requests will be allowed. Requests must be addressed and labeled in the same manner as the proposal and marked as a MODIFICATION or WITHDRAWAL of the proposal. Requests for withdrawal after the bid opening will only be granted upon proof of undue hardship and may result in the forfeiture of any proposal security. Any withdrawal after the bid opening shall be allowed solely at the City’s discretion. i.15 DEBARMENT DISCLOSURE. If the vendor submitting a proposal has been debarred, suspended, or otherwise lawfully precluded from participating in any public procurement activity, including being disapproved as a subcontractor with any federal, state, or local government, or if any such preclusion from participation from any public procurement activity is currently pending, the proposer shall include a letter with its proposal identifying the name and address of the governmental unit, the effective date of this suspension or debarment, the duration of the suspension or debarment, and the relevant circumstances relating to the suspension or debarment. If suspension or debarment is currently pending, a detailed description of all relevant circumstances including the details enumerated above must be provided. A proposal from a proposer who is currently debarred, suspended or otherwise lawfully prohibited from any public procurement activity may be rejected. i.16 RESERVATIONS. The City reserves the right to reject any or all proposals or any part thereof; to rebid the solicitation; to reject non-responsive or non-responsible proposals; to reject unbalanced proposals; to reject proposals where the terms, prices, and/or awards are conditioned upon another event; to reject individual proposals for failure to meet any requirement; to award by item, part or portion of an item, group of items, or total; to make multiple awards; to waive minor irregularities, defects, omissions, technicalities or form errors in any proposal. The City may seek clarification of the proposal from proposer at any time, and failure to respond is cause for rejection. Submission of a proposal confers on proposer no right to an award or to a subsequent contract. The City is responsible to make an award that is in the best interest of the City. All decisions on compliance, evaluation, terms and conditions shall be made solely at the City’s discretion and made to favor the City. No binding contract will exist between the proposer and the City until the City executes a written contract or purchase order. i.17 OFFICIAL SOLICITATION DOCUMENT. Changes to the solicitation document made by a INSTRUCTIONS Financial Advisor Services 5 RFP #11-19 proposer may not be acknowledged or accepted by the City. Award or execution of a contract does not constitute acceptance of a changed term, condition or specification unless specifically acknowledged and agreed to by the City. The copy maintained and published by the City shall be the official solicitation document. i.18 COPYING OF PROPOSALS. Proposer hereby grants the City permission to copy all parts of its proposal, including without limitation any documents and/or materials copyrighted by the proposer. The City’s right to copy shall be for internal use in evaluating the proposal. i.19 CONTRACTOR ETHICS. It is the intention of the City to promote courtesy, fairness, impartiality, integrity, service, professionalism, economy, and government by law in the Procurement process. The responsibility for implementing this policy rests with each individual who participates in the Procurement process, including Respondents and Contractors. To achieve this purpose, it is essential that Respondents and Contractors doing business with the City also observe the ethical standards prescribed herein. It shall be a breach of ethical standards to: a. Exert any effort to influence any City employee or agent to breach the standards of ethical conduct. b. Intentionally invoice any amount greater than provided in Contract or to invoice for Materials or Services not provided. c. Intentionally offer or provide sub-standard Materials or Services or to intentionally not comply with any term, condition, specification or other requirement of a City Contract. i.20 GIFTS. The City will accept no gifts, gratuities or advertising products from proposers or prospective proposers and affiliates. The City may request product samples from vendors for product evaluation. i.21 PROTESTS AND APPEALS. If a Respondent believes there is a mistake, impropriety, or defect in the solicitation, believes the City improperly rejected its proposal, and/or believes the selected proposal is not in the City’s best interests, the Respondent may submit a written protest. All protests and appeals are governed by the City of Clearwater Purchasing Policy and Procedures Section 18 (“Purchasing Policy”). If there exists any discrepancy in this Section i.21 and the Purchasing Policy, the language of the Purchasing Policy controls. Protests based upon alleged mistake, impropriety, or defect in a solicitation that is apparent before the bid opening must be filed with the Purchasing Manager no later than five (5) business days before Bid Opening. Protests that only become apparent after the Bid Opening must be filed within the earlier of ten (10) business days of the alleged violation of the applicable purchasing ordinance. The complete protest procedure can be obtained by contacting Purchasing. ADDRESS PROTESTS TO: Alyce Benge, CPPO, C.P.M. Purchasing Manager 100 So Myrtle Ave, 3rd Fl Clearwater FL 33756-5520 or PO Box 4748 Clearwater FL 33758-4748 INSTRUCTIONS – EVALUATION Financial Advisor Services 6 RFP #11-19 i.22 EVALUATION PROCESS. Proposals will be reviewed by a screening committee comprised of City employees. The City staff may or may not initiate discussions with proposers for clarification purposes. Clarification is not an opportunity to change the proposal. Proposers shall not initiate discussions with any City employee or official. i.23 CRITERIA FOR EVALUATION AND AWARD. The City evaluates three (3) categories of information: responsiveness, responsibility, the technical proposal/price. All proposals must meet the following responsiveness and responsibility criteria. a) Responsiveness. The City will determine whether the proposal complies with the instructions for submitting proposals including completeness of proposal which encompasses the inclusion of all required attachments and submissions. The City must reject any proposals that are submitted late. Failure to meet other requirements may result in rejection. b) Responsibility. The City will determine whether the proposer is one with whom it can or should do business. Factors that the City may evaluate to determine "responsibility" include, but are not limited to: excessively high or low priced proposals, past performance, references (including those found outside the proposal), compliance with applicable laws, proposer's record of performance and integrity- e.g. has the proposer been delinquent or unfaithful to any contract with the City, whether the proposer is qualified legally to contract with the City, financial stability and the perceived ability to perform completely as specified. A proposer must at all times have financial resources sufficient, in the opinion of the City, to ensure performance of the contract and must provide proof upon request. City staff may also use Dun & Bradstreet and/or any generally available industry information. The City reserves the right to inspect and review proposer’s facilities, equipment and personnel and those of any identified subcontractors. The City will determine whether any failure to supply information, or the quality of the information, will result in rejection. c) Technical Proposal. The City will determine how well proposals meet its requirements in terms of the response to the specifications and how well the offer addresses the needs of the project. The City will rank offers using a point ranking system (unless otherwise specified) as an aid in conducting the evaluation. d) If less than three (3) responsive proposals are received, at the City’s sole discretion, the proposals may be evaluated using simple comparative analysis instead of any announced method of evaluation, subject to meeting administrative and responsibility requirements. For this RFP, the criteria that will be evaluated and their relative weights are: Evaluation Criteria (proposal format pages 21-22) Points Qualifications and Availability of key personnel to be assigned to the City (Tab 2) 20 Ability to Communicate Effectively complex financial concepts to technical and non-technical audiences as demonstrated by the firm’s RFP proposal (Tab 2) 20 Experience with credit rating services, financial institutions, investors, and municipal bond credit enhancers (Tab 3) 20 Demonstrated Knowledge of the general financial character and environment currently impacting Florida municipalities, and experience servicing local governments in Florida including references (Tab 4) 30 Fees for Services (Tab 5) 10 i.24 SHORT-LISTING. The City at its sole discretion may create a short-list of the highest scored proposals based on a preliminary evaluation against the evaluation criteria. Only those short- listed proposers would be invited to give presentations and/or interviews. Upon conclusion of any presentations/interviews, the City will finalize the scoring against the evaluation criteria. INSTRUCTIONS – EVALUATION Financial Advisor Services 7 RFP #11-19 i.25 PRESENTATIONS/INTERVIEWS. The proposer must provide a formal presentation/interview on-site at a City location upon request. i.26 BEST & FINAL OFFERS. The City may request best & final offers if deemed necessary, and will determine the scope and subject of any best & final request. However, the proposer should not expect that the City will ask for best & finals. Therefore, proposer should submit their best offer based on the terms and conditions set forth in this solicitation. i.27 COST JUSTIFICATION. In the event only one response is received, the City may require that the proposer submit a cost proposal in sufficient detail for the City to perform a cost/price analysis to determine if the proposal price is fair and reasonable. i.28 CONTRACT NEGOTIATIONS AND ACCEPTANCE. Proposer must be prepared for the City to accept the proposal as submitted. If proposer fails to sign all documents necessary to successfully execute the final contract within a reasonable time as specified, or negotiations do not result in an acceptable agreement, the City may reject proposal or revoke the award, and may begin negotiations with another proposer. Final contract terms must be approved or signed by the appropriately authorized City official(s). No binding contract will exist between the proposer and the City until the City executes a written contract or purchase order. i.29 NOTICE OF INTENT TO AWARD. Notices of the City’s intent to award a Contract are posted to Purchasing’s website. It is the proposer’s responsibility to check the City of Clearwater’s website at https://www.myclearwater.com/bid to view relevant RFP information and notices. i.30 RFP TIMELINE. Dates are tentative and subject to change. Release RFP: November 1, 2018 Advertise Tampa Bay Times: November 2, 2018 Responses due: December 4, 2018 Review proposals: December 4-10, 2018 Presentations (if requested): December 13, 2018 Award recommendation: December 18, 2018 Council authorization: January 17, 2019 Contract begins: January 2019 TERMS AND CONDITIONS Financial Advisor Services 8 RFP #11-19 S.1 DEFINITIONS. Uses of the following terms are interchangeable as referenced: “vendor, contractor, supplier, proposer, company, parties, persons”, “purchase order, PO, contract, agreement”, “city, Clearwater, agency, requestor, parties”, “bid, proposal, response, quote”. S.2 INDEPENDENT CONTRACTOR. It is expressly understood that the relationship of Contractor to the City will be that of an independent contractor. Contractor and all persons employed by Contractor, either directly or indirectly, are Contractor’s employees, not City employees. Accordingly, Contractor and Contractor’s employees are not entitled to any benefits provided to City employees including, but not limited to, health benefits, enrollment in a retirement system, paid time off or other rights afforded City employees. Contractor employees will not be regarded as City employees or agents for any purpose, including the payment of unemployment or workers’ compensation. If any Contractor employees or subcontractors assert a claim for wages or other employment benefits against the City, Contractor will defend, indemnify and hold harmless the City from all such claims. S.3 SUBCONTRACTING. Contractor may not subcontract work under this Agreement without the express written permission of the City. If Contractor has received authorization to subcontract work, it is agreed that all subcontractors performing work under the Agreement must comply with its provisions. Further, all agreements between Contractor and its subcontractors must provide that the terms and conditions of this Agreement be incorporated therein. S.4 ASSIGNMENT. This Agreement may not be assigned either in whole or in part without first receiving the City’s written consent. Any attempted assignment, either in whole or in part, without such consent will be null and void and in such event the City will have the right at its option to terminate the Agreement. No granting of consent to any assignment will relieve Contractor from any of its obligations and liabilities under the Agreement. S.5 SUCCESSORS AND ASSIGNS, BINDING EFFECT. This Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. S.6 NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the exclusive benefit of the parties. Nothing set forth in this Agreement is intended to create, or will create, any benefits, rights, or responsibilities in any third parties. S.7 NON- EXCLUSIVITY. The City, in its sole discretion, reserves the right to request the materials or services set forth herein from other sources when deemed necessary and appropriate. No exclusive rights are encompassed through this Agreement. S.8 AMENDMENTS. There will be no oral changes to this Agreement. This Agreement can only be modified in a writing signed by both parties. No charge for extra work or material will be allowed unless approved in writing, in advance, by the City and Contractor. S.9 TIME OF THE ESSENCE. Time is of the essence to the performance of the parties’ obligations under this Agreement. S.10 COMPLIANCE WITH APPLICABLE LAWS. a. General. Contractor must procure all permits and licenses, and pay all charges and fees necessary and incidental to the lawful conduct of business. Contractor must stay fully informed of existing and future federal, state, and local laws, ordinances, and regulations that in any manner affect the fulfillment of this Agreement and must comply with the same at its own expense. Contractor bears full responsibility for training, safety, and providing necessary equipment for all Contractor personnel to achieve throughout the term of the Agreement. Upon request, Contractor will demonstrate to the City's satisfaction any programs, procedures, and other activities used to ensure compliance. b. Drug-Free Workplace. Contractor is hereby advised that the City has adopted a policy establishing a drug-free workplace for itself and those doing business with the City to ensure the safety and health of all persons working on City contracts and projects. Contractor will require a drug-free workplace for all Contractor personnel working under this Agreement. Specifically, all Contractor personnel who are working under this Agreement must be notified TERMS AND CONDITIONS Financial Advisor Services 9 RFP #11-19 in writing by Contractor that they are prohibited from the manufacture, distribution, dispensation, possession, or unlawful use of a controlled substance in the workplace. Contractor agrees to prohibit the use of intoxicating substances by all Contractor personnel, and will ensure that Contractor personnel do not use or possess illegal drugs while in the course of performing their duties. c. Federal and State Immigration Laws. Contractor agrees to comply with the Immigration Reform and Control Act of 1986 (IRCA) in performance under this Agreement and to permit the City and its agents to inspect applicable personnel records to verify such compliance as permitted by law. Contractor will ensure and keep appropriate records to demonstrate that all Contractor personnel have a legal right to live and work in the United States. (i) As applicable to Contractor, under this provision, Contractor hereby warrants to the City that Contractor and each of its subcontractors will comply with, and are contractually obligated to comply with, all federal immigration laws and regulations that relate to their employees (hereinafter “Contractor Immigration Warranty”). (ii) A breach of the Contractor Immigration Warranty will constitute as a material breach of this Agreement and will subject Contractor to penalties up to and including termination of this Agreement at the sole discretion of the City. (iii) The City retains the legal right to inspect the papers of all Contractor personnel who provide services under this Agreement to ensure that Contractor or its subcontractors are complying with the Contractor Immigration Warranty. Contractor agrees to assist the City in regard to any such inspections. (iv) The City may, at its sole discretion, conduct random verification of the employment records of Contractor and any subcontractor to ensure compliance with the Contractor Immigration Warranty. Contractor agrees to assist the City in regard to any random verification performed. (v) Neither Contractor nor any subcontractor will be deemed to have materially breached the Contractor Immigration Warranty if Contractor or subcontractor establishes that it has complied with the employment verification provisions prescribed by Sections 274A and 274B of the Federal Immigration and Nationality Act. d. Nondiscrimination. Contractor represents and warrants that it does not discriminate against any employee or applicant for employment or person to whom it provides services because of race, color, religion, sex, national origin, or disability, and represents and warrants that it complies with all applicable federal, state, and local laws and executive orders regarding employment. Contractor and Contractor’s personnel will comply with applicable provisions of Title VII of the U.S. Civil Rights Act of 1964, as amended, Section 504 of the Federal Rehabilitation Act, the Americans with Disabilities Act (42 U.S.C. § 12101 et seq.), and applicable rules in performance under this Agreement. S.11 SALES/USE TAX, OTHER TAXES. a. Contractor is responsible for the payment of all taxes including federal, state, and local taxes related to or arising out of Contractor’s services under this Agreement, including by way of illustration but not limitation, federal and state income tax, Social Security tax, unemployment insurance taxes, and any other taxes or business license fees as required. If any taxing authority should deem Contractor or Contractor employees an employee of the City, or should otherwise claim the City is liable for the payment of taxes that are Contractor’s responsibility under this Agreement, Contractor will indemnify the City for any tax liability, interest, and penalties imposed upon the City. b. The City is exempt from paying state and local sales/use taxes and certain federal excise taxes and will furnish an exemption certificate upon request. TERMS AND CONDITIONS Financial Advisor Services 10 RFP #11-19 S.12 AMOUNTS DUE THE CITY. Contractor must be current and remain current in all obligations due to the City during the performance of services under the Agreement. Payments to Contractor may be offset by any delinquent amounts due the City or fees and charges owed to the City. S.13 OPENNESS OF PROCUREMENT PROCESS. Written competitive proposals, replies, oral presentations, meetings where vendors answer questions, other submissions, correspondence, and all records made thereof, as well as negotiations or meetings where negotiation strategies are discussed, conducted pursuant to this RFP, shall be handled in compliance with Chapters 119 and 286, Florida Statutes. Proposals or replies received by the City pursuant to this RFP are exempt from public disclosure until such time that the City provides notice of an intended decision or until 30 days after opening the proposals, whichever is earlier. If the City rejects all proposals or replies pursuant to this RFP and provides notice of its intent to reissue the RFP, then the rejected proposals or replies remain exempt from public disclosure until such time that the City provides notice of an intended decision concerning the reissued RFP or until the City withdraws the reissued RFP. A proposal or reply shall not be exempt from public disclosure longer than 12 months after the initial City notice rejecting all proposals or replies. Oral presentations, meetings where vendors answer questions, or meetings convened by City staff to discuss negotiation strategies, if any, shall be closed to the public (and other proposers) in compliance with Chapter 286 Florida Statutes. A complete recording shall be made of such closed meeting. The recoding of, and any records presented at, the exempt meeting shall be available to the public when the City provides notice of an intended decision or until 30 days after opening proposals or final replies, whichever occurs first. If the City rejects all proposals or replies pursuant to this RFP and provides notice of its intent to reissue the RFP, then the recording and any records presented at the exempt meeting remain exempt from public disclosure until such time that the City provides notice of an intended decision concerning the reissued RFP or until the City withdraws the reissued RFP. A recording and any records presented at an exempt meeting shall not be exempt from public disclosure longer than 12 months after the initial City notice rejecting all proposals or replies. In addition to all other contract requirements as provided by law, the contractor executing this agreement agrees to comply with public records law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, Rosemarie Call, phone: 727-562-4092 or Rosemarie.Call@myclearwater.com, 112 S. Osceola Ave., Clearwater, FL 33756. The contractor’s agreement to comply with public records law applies specifically to: a) Keep and maintain public records required by the City of Clearwater (hereinafter “public agency”) to perform the service being provided by the contractor hereunder. b) Upon request from the public agency’s custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided for in Chapter 119, Florida Statutes, as may be amended from time to time, or as otherwise provided by law. c) Ensure that the public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency. TERMS AND CONDITIONS Financial Advisor Services 11 RFP #11-19 d) Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency’s custodian of public records, in a format that is compatible with the information technology systems of the public agency. e) A request to inspect or copy public records relating to a public agency’s contract for services must be made directly to the public agency. If the public agency does not possess the requested records, the public agency shall immediately notify the contractor of the request and the contractor must provide the records to the public agency or allow the records to be inspected or copied within a reasonable time. f) The contractor hereby acknowledges and agrees that if the contractor does not comply with the public agency’s request for records, the public agency shall enforce the contract provisions in accordance with the contract. g) A contractor who fails to provide the public records to the public agency within a reasonable time may be subject to penalties under Section 119.10, Florida Statutes. h) If a civil action is filed against a contractor to compel production of public records relating to a public agency’s contract for services, the court shall assess and award against the contractor the reasonable costs of enforcement, including reasonable attorney fees, if: 1. The court determines that the contractor unlawfully refused to comply with the public records request within a reasonable time; and 2. At least eight (8) business days before filing the action, the plaintiff provided written notice of the public records request, including a statement that the contractor has not complied with the request, to the public agency and to the contractor. i) A notice complies with subparagraph (h)2. if it is sent to the public agency’s custodian of public records and to the contractor at the contractor’s address listed on its contract with the public agency or to the contractor’s registered agent. Such notices must be sent by common carrier delivery service or by registered, Global Express Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence of delivery, which may be in an electronic format. A contractor who complies with a public records request within 8 business days after the notice is sent is not liable for the reasonable costs of enforcement. S.14 AUDITS AND RECORDS. Contractor must preserve the records related to this Agreement for five (5) years after completion of the Agreement. The City or its authorized agent reserves the right to inspect any records related to the performance of work specified herein. In addition, the City may inspect any and all payroll, billing or other relevant records kept by Contractor in relation to the Agreement. Contractor will permit such inspections and audits during normal business hours and upon reasonable notice by the City. The audit of records may occur at Contractor’s place of business or at City offices, as determined by the City. S.15 BACKGROUND CHECK. The City may conduct criminal, driver history, and all other requested background checks of Contractor personnel who would perform services under the Agreement or who will have access to the City’s information, data, or facilities in accordance with the City’s TERMS AND CONDITIONS Financial Advisor Services 12 RFP #11-19 current background check policies. Any officer, employee, or agent that fails the background check must be replaced immediately for any reasonable cause not prohibited by law. S.16 SECURITY CLEARANCE AND REMOVAL OF CONTRACTOR PERSONNEL. The City will have final authority, based on security reasons: (i) to determine when security clearance of Contractor personnel is required; (ii) to determine the nature of the security clearance, up to and including fingerprinting Contractor personnel; and (iii) to determine whether or not any individual or entity may provide services under this Agreement. If the City objects to any Contractor personnel for any reasonable cause not prohibited by law, then Contractor will, upon notice from the City, remove any such individual from performance of services under this Agreement. S.17 DEFAULT. a. A party will be in default if that party: (i) Is or becomes insolvent or is a party to any voluntary bankruptcy or receivership proceeding, makes an assignment for a creditor, or there is any similar action that affects Contractor’s capability to perform under the Agreement; (ii) Is the subject of a petition for involuntary bankruptcy not removed within sixty (60) calendar days; (iii) Conducts business in an unethical manner or in an illegal manner; or (iv) Fails to carry out any term, promise, or condition of the Agreement. b. Contractor will be in default of this Agreement if Contractor is debarred from participating in City procurements and solicitations in accordance with Section 27 of the City’s Purchasing and Procedures Manual. c. Notice and Opportunity to Cure. In the event a party is in default then the other party may, at its option and at any time, provide written notice to the defaulting party of the default. The defaulting party will have thirty (30) days from receipt of the notice to cure the default; the thirty (30) day cure period may be extended by mutual agreement of the parties, but no cure period may exceed ninety (90) days. A default notice will be deemed to be sufficient if it is reasonably calculated to provide notice of the nature and extent of such default. Failure of the non-defaulting party to provide notice of the default does not waive any rights under the Agreement. d. Anticipatory Repudiation. Whenever the City in good faith has reason to question Contractor’s intent or ability to perform, the City may demand that Contractor give a written assurance of its intent and ability to perform. In the event that the demand is made and no written assurance is given within five (5) calendar days, the City may treat this failure as an anticipatory repudiation of the Agreement. S.18 REMEDIES. The remedies set forth in this Agreement are not exclusive. Election of one remedy will not preclude the use of other remedies. In the event of default: a. The non-defaulting party may terminate the Agreement, and the termination will be effective immediately or at such other date as specified by the terminating party. b. The City may purchase the services required under the Agreement from the open market, complete required work itself, or have it completed at the expense of Contractor. If the cost of obtaining substitute services exceeds the contract price, the City may recover the excess cost by: (i) requiring immediate reimbursement to the City; (ii) deduction from an unpaid balance due to Contractor; (iii) collection against the proposal and/or performance security, if any; (iv) collection against liquidated damages (if applicable); or (v) a combination of the aforementioned remedies or other remedies as provided by law. Costs includes any and all, fees, and expenses incurred in obtaining substitute services and expended in obtaining reimbursement, including, but not limited to, administrative expenses, attorneys’ fees, and costs. TERMS AND CONDITIONS Financial Advisor Services 13 RFP #11-19 c. The non-defaulting party will have all other rights granted under this Agreement and all rights at law or in equity that may be available to it. d. Neither party will be liable for incidental, special, or consequential damages. S.19 CONTINUATION DURING DISPUTES. Contractor agrees that during any dispute between the parties, Contractor will continue to perform its obligations until the dispute is settled, instructed to cease performance by the City, enjoined or prohibited by judicial action, or otherwise required or obligated to cease performance by other provisions in this Agreement. S.20 TERMINATION FOR CONVENIENCE. The City reserves the right to terminate this Agreement in part or in whole upon thirty (30) calendar days’ written notice. S.21 CONFLICT OF INTEREST F.S. Section 112. Pursuant to F.S. Section 112, the City may cancel this Agreement after its execution, without penalty or further obligation, if any person significantly involved in initiating, securing, drafting, or creating the Agreement for the City becomes an employee or agent of Contractor. S.22 TERMINATION FOR NON-APPROPRIATION AND MODIFICATION FOR BUDGETARY CONSTRAINT. The City is a governmental agency which relies upon the appropriation of funds by its governing body to satisfy its obligations. If the City reasonably determines that it does not have funds to meet its obligations under this Agreement, the City will have the right to terminate the Agreement without penalty on the last day of the fiscal period for which funds were legally available. In the event of such termination, the City agrees to provide written notice of its intent to terminate thirty (30) calendar days prior to the stated termination date. S.23 PAYMENT TO CONTRACTOR UPON TERMINATION. Upon termination of this Agreement, Contractor will be entitled only to payment for those services performed up to the date of termination, and any authorized expenses already incurred up to such date of termination. The City will make final payment within thirty (30) calendar days after the City has both completed its appraisal of the materials and services provided and received Contractor’s properly prepared final invoice. S.24 NON-WAIVER OF RIGHTS. There will be no waiver of any provision of this agreement unless approved in writing and signed by the waiving party. Failure or delay to exercise any rights or remedies provided herein or by law or in equity, or the acceptance of, or payment for, any services hereunder, will not release the other party of any of the warranties or other obligations of the Agreement and will not be deemed a waiver of any such rights or remedies. S.25 INDEMNIFICATION/LIABILITY. a. To the fullest extent permitted by law, Contractor agrees to defend, indemnify, and hold the City, its officers, agents, and employees, harmless from and against any and all liabilities, demands, claims, suits, losses, damages, causes of action, fines or judgments, including costs, attorneys’, witnesses’, and expert witnesses’ fees, and expenses incident thereto, relating to, arising out of, or resulting from: (i) the services provided by Contractor personnel under this Agreement; (ii) any negligent acts, errors, mistakes or omissions by Contractor or Contractor personnel; and (iii) Contractor or Contractor personnel’s failure to comply with or fulfill the obligations established by this Agreement. b. Contractor will update the City during the course of the litigation to timely notify the City of any issues that may involve the independent negligence of the City that is not covered by this indemnification. c. The City assumes no liability for actions of Contractor and will not indemnify or hold Contractor or any third party harmless for claims based on this Agreement or use of Contractor-provided supplies or services. S.26 WARRANTY. Contractor warrants that the services and materials will conform to the requirements of the Agreement. Additionally, Contractor warrants that all services will be performed in a good, workman-like and professional manner. The City’s acceptance of service or materials provided by Contractor will not relieve Contractor from its obligations under this TERMS AND CONDITIONS Financial Advisor Services 14 RFP #11-19 warranty. If any materials or services are of a substandard or unsatisfactory manner as determined by the City, Contractor, at no additional charge to the City, will provide materials or redo such services until in accordance with this Agreement and to the City’s reasonable satisfaction. Unless otherwise agreed, Contractor warrants that materials will be new, unused, of most current manufacture and not discontinued, will be free of defects in materials and workmanship, will be provided in accordance with manufacturer's standard warranty for at least one (1) year unless otherwise specified, and will perform in accordance with manufacturer's published specifications. S.27 THE CITY’S RIGHT TO RECOVER AGAINST THIRD PARTIES. Contractor will do nothing to prejudice the City’s right to recover against third parties for any loss, destruction, or damage to City property, and will at the City’s request and expense, furnish to the City reasonable assistance and cooperation, including assistance in the prosecution or defense of suit and the execution of instruments of assignment in favor of the City in obtaining recovery. S.28 NO GUARANTEE OF WORK. Contractor acknowledges and agrees that it is not entitled to deliver any specific amount of materials or services or any materials or services at all under this Agreement and acknowledges and agrees that the materials or services will be requested by the City on an as needed basis at the sole discretion of the City. Any document referencing quantities or performance frequencies represent the City's best estimate of current requirements, but will not bind the City to purchase, accept, or pay for materials or services which exceed its actual needs. S.29 OWNERSHIP. All deliverables, services, and information provided by Contractor or the City pursuant to this Agreement (whether electronically or manually generated) including without limitation, reports, test plans, and survey results, graphics, and technical tables, originally prepared in the performance of this Agreement, are the property of the City and will not be used or released by Contractor or any other person except with prior written permission by the City. S.30 USE OF NAME. Contractor will not use the name of the City of Clearwater in any advertising or publicity without obtaining the prior written consent of the City. S.31 PROHIBITED ACTS. Pursuant to Florida Constitution Article II Section 8, a current or former public officer or employee within the last two (2) years shall not represent another organization before the City on any matter for which the officer or employee was directly concerned and personally participated in during their service or employment or over which they had a substantial or material administrative discretion. S.32 FOB DESTINATION FREIGHT PREPAID AND ALLOWED. All deliveries will be FOB destination freight prepaid and allowed unless otherwise agreed. S.33 RISK OF LOSS. Contractor agrees to bear all risks of loss, injury, or destruction of goods or equipment incidental to providing these services and such loss, injury, or destruction will not release Contractor from any obligation hereunder. S.34 SAFEGUARDING CITY PROPERTY. Contractor will be responsible for any damage to City real property or damage or loss of City personal property when such property is the responsibility of or in the custody of Contractor or its employees. S.35 WARRANTY OF RIGHTS. Contractor warrants it has title to, or the right to allow the City to use, the materials and services being provided and that the City may use same without suit, trouble or hindrance from Contractor or third parties. S.36 PROPRIETARY RIGHTS INDEMNIFICATION. Without limiting the foregoing, Contractor will without limitation, at its expense defend the City against all claims asserted by any person that anything provided by Contractor infringes a patent, copyright, trade secret or other intellectual property right and must, without limitation, pay the costs, damages and attorneys' fees awarded against the City in any such action, or pay any settlement of such action or claim. Each party agrees to notify the other promptly of any matters to which this provision may apply and to cooperate with each other in connection with such defense or settlement. If a preliminary or final TERMS AND CONDITIONS Financial Advisor Services 15 RFP #11-19 judgment is obtained against the City’s use or operation of the items provided by Contractor hereunder or any part thereof by reason of any alleged infringement, Contractor will, at its expense and without limitation, either: (a) modify the item so that it becomes non-infringing; (b) procure for the City the right to continue to use the item; (c) substitute for the infringing item other item(s) having at least equivalent capability; or (d) refund to the City an amount equal to the price paid, less reasonable usage, from the time of installation acceptance through cessation of use, which amount will be calculated on a useful life not less than five (5) years, plus any additional costs the City may incur to acquire substitute supplies or services. S.37 CONTRACT ADMINISTRATION. The contract will be administered by the Purchasing Department and/or an authorized representative from the using department. All questions regarding the contract will be referred to the Purchasing Department for resolution. Supplements may be written to the contract for the addition or deletion of services. S.38 FORCE MAJEURE. Failure by either party to perform its duties and obligations will be excused by unforeseeable circumstances beyond its reasonable control, including acts of nature, acts of the public enemy, riots, fire, explosion, legislation, and governmental regulation. The party whose performance is so affected will within five (5) calendar days of the unforeseeable circumstance notify the other party of all pertinent facts and identify the force majeure event. The party whose performance is so affected must also take all reasonable steps, promptly and diligently, to prevent such causes if it is feasible to do so, or to minimize or eliminate the effect thereof. The delivery or performance date will be extended for a period equal to the time lost by reason of delay, plus such additional time as may be reasonably necessary to overcome the effect of the delay, provided however, under no circumstances will delays caused by a force majeure extend beyond one hundred-twenty (120) calendar days from the scheduled delivery or completion date of a task unless agreed upon by the parties. S.39 COOPERATIVE USE OF CONTRACT. The City has entered into various cooperative purchasing agreements with other Florida government agencies, including the Tampa Bay Area Purchasing Cooperative. Under a Cooperative Purchasing Agreement, any contract may be extended for use by other municipalities, school districts and government agencies with the approval of Contractor. Any such usage by other entities must be in accordance with the statutes, codes, ordinances, charter and/or procurement rules and regulations of the respective government agency. Orders placed by other agencies and payment thereof will be the sole responsibility of that agency. The City is not responsible for any disputes arising out of transactions made by others. S.40 FUEL CHARGES AND PRICE INCREASES. No fuel surcharges will be accepted. No price increases will be accepted without proper request by Contractor and response by the City’s Purchasing Division. S.41 NOTICES. All notices to be given pursuant to this Agreement must be delivered to the parties at their respective addresses. Notices may be (i) personally delivered; (ii) sent via certified or registered mail, postage prepaid; (iii) sent via overnight courier; or (iv) sent via facsimile. If provided by personal delivery, receipt will be deemed effective upon delivery. If sent via certified or registered mail, receipt will be deemed effective three (3) calendar days after being deposited in the United States mail. If sent via overnight courier or facsimile, receipt will be deemed effective two (2) calendar days after the sending thereof. S.42 GOVERNING LAW, VENUE. This Agreement is governed by the laws of the State of Florida. The exclusive venue selected for any proceeding or suit in law or equity arising from or incident to this Agreement will be Pinellas County, Florida. S.43 INTEGRATION CLAUSE. This Agreement, including all attachments and exhibits hereto, supersede all prior oral or written agreements, if any, between the parties and constitutes the entire agreement between the parties with respect to the work to be performed. S.44 PROVISIONS REQUIRED BY LAW. Any provision required by law to be in this Agreement is a part of this Agreement as if fully stated in it. TERMS AND CONDITIONS Financial Advisor Services 16 RFP #11-19 S.45 SEVERABILITY. If any provision of this Agreement is declared void or unenforceable, such provision will be severed from this Agreement, which will otherwise remain in full force and effect. The parties will negotiate diligently in good faith for such amendment(s) of this Agreement as may be necessary to achieve the original intent of this Agreement, notwithstanding such invalidity or unenforceability. S.46 SURVIVING PROVISIONS. Notwithstanding any completion, termination, or other expiration of this Agreement, all provisions which, by the terms of reasonable interpretation thereof, set forth rights and obligations that extend beyond completion, termination, or other expiration of this Agreement, will survive and remain in full force and effect. Except as specifically provided in this Agreement, completion, termination, or other expiration of this Agreement will not release any party from any liability or obligation arising prior to the date of termination. DETAILED SPECIFICATIONS Financial Advisor Services 17 RFP #11-19 1. INTRODUCTION. The City of Clearwater (City) is located on the West Coast of Florida in the Tampa Bay region. It is the third largest city in the region with an estimated population of 110,000 residents. The City of Clearwater is also a major tourist destination – Clearwater Beach was rated #1 U.S. Beach by TripAdvisor, previously named “Florida’s Best Beach Town 2013” by USA Today, and was on the “Top Ten List of Best Beaches from Maine to Hawaii”. The City of Clearwater is home to the Philadelphia Phillies Spring Training and Clearwater Threshers Minor League Baseball and hosts several sports tournaments through the year that attract visitors from across the country. Clearwater is home to Winter the Dolphin and the Clearwater Marine Aquarium. Winter’s story has made it all the way to Hollywood in the motion pictures” Dolphin Tale” and “Dolphin Tale 2”, both filmed here in Clearwater. 2. GENERAL PURPOSE. The City of Clearwater (City) is seeking proposals for the purpose of providing Financial Advisor Services to the City. The Financial Advisor will assist the City in developing, implementing, and maintaining strategies to meet its capital financing needs. 3. SCOPE OF WORK. The City intends to establish an agreement for the services of a Financial Advisor. The Financial Advisor must be able to provide a full scope of financial advisor services and demonstrate experience in preparing and marketing bond issues. For each unique facility/program, the firm shall develop the plan of financing in consultation with the City staff, external auditors, consulting engineers, and the City’s bond counsel. The plan will give consideration to engineering and feasibility studies of proposed projects, revenue projections and the existing corporate, financial, and legal structure of the City. The required services include, but are not limited to, the following: a. Review existing debt structure and financial resources to determine available borrowing capacity and refinancing options including refinancing opportunities. b. Recommend appropriate financial structure for proposed projects. c. Assist the City with the preparation of cash flow forecasts for proposed issues, addressing debt service requirements and funding sources. d. Provide advice on terms and features of bonds, both public offerings and direct placement “bank loans”; timing and marketing of bond issues, market conditions as they relate to future sales. e. Advise on benefits of negotiated versus competitive bid sales for each issue. f. Assist the City in preparation of an official statement in conjunction with bond and disclosure counsels and the City. g. Arrange for the widest possible distribution of the official statement to bond underwriters and potential investors on competitive sale transactions. h. Consult, as needed, with City staff regarding various financing options or concerns. i. Assist the City in obtaining the highest possible credit ranking. j. Assist the City with bid opening on competitive sale transactions, and as applicable, to advise on bond market conditions, compute accuracy of bids received, and prepare formal recommendation on acceptability of preferred offer. k. Assist the City with monitoring the progress of a negotiated sale on the day of pricing, and as applicable, advise regarding market conditions and acceptability of the offer. DETAILED SPECIFICATIONS Financial Advisor Services 18 RFP #11-19 l. Assist with bond closings and coordinate printing, signing, and delivery of bond documents. m. Assist in selecting paying agents and other financial intermediaries as necessary. n. Advise the City on proposed and actual changes in tax laws and financial market developments that could affect City bond financing plans. o. Attend City Council meetings and other scheduled City meetings as requested, with reasonable advance notice. p. Provide expert testimony at validation hearings. 4. INSURANCE REQUIREMENTS. The Vendor shall, at its own cost and expense, acquire and maintain (and cause any subcontractors, representatives or agents to acquire and maintain) during the term with the City, sufficient insurance to adequately protect the respective interest of the parties. Coverage shall be obtained with a carrier having an AM Best Rating of A-VII or better. In addition, the City has the right to review the Contractor’s deductible or self-insured retention and to require that it be reduced or eliminated. Specifically the Vendor must carry the following minimum types and amounts of insurance on an occurrence basis or in the case of coverage that cannot be obtained on an occurrence basis, then coverage can be obtained on a claims-made basis with a minimum three (3) year tail following the termination or expiration of this Agreement: a. Commercial General Liability Insurance coverage, including but not limited to, premises operations, products/completed operations, products liability, contractual liability, advertising injury, personal injury, death, and property damage in the minimum amount of $1,000,000 (one million dollars) per occurrence and $2,000,000 (two million dollars) general aggregate. b. Commercial Automobile Liability Insurance coverage for any owned, non-owned, hired or borrowed automobile is required in the minimum amount of $1,000,000 (one million dollars) combined single limit. c. Professional Liability/Malpractice/Errors or Omissions Insurance coverage appropriate for the type of business engaged in by the Respondent with minimum limits of $2,000,000 (two million dollars) per occurrence. If a claims made form of coverage is provided, the retroactive date of coverage shall be no later than the inception date of claims made coverage, unless the prior policy was extended indefinitely to cover prior acts. Coverage shall be extended beyond the policy year either by a supplemental extended reporting period (SERP) of as great a duration as available, and with no less coverage and with reinstated aggregate limits, or by requiring that any new policy provide a retroactive date no later than the inception date of claims made coverage. d. Unless waived by the State of Florida and proof of waiver is provided to the City, statutory Workers’ Compensation Insurance coverage in accordance with the laws of the State of Florida, and Employer’s Liability Insurance in the minimum amount of $500,000 (five hundred thousand dollars) each employee each accident, $500,000 (five hundred thousand dollars) each employee by disease, and $500,000 (five hundred thousand dollars) disease policy limit. Coverage should include Voluntary Compensation, Jones Act, and U.S. Longshoremen’s and Harbor Worker’s Act coverage where applicable. Coverage must be applicable to employees, contractors, subcontractors, and volunteers, if any. The above insurance limits may be achieved by a combination of primary and umbrella/excess liability policies. DETAILED SPECIFICATIONS Financial Advisor Services 19 RFP #11-19 Other Insurance Provisions. a. Prior to the execution of this Agreement, and then annually upon the anniversary date(s) of the insurance policy’s renewal date(s) for as long as this Agreement remains in effect, the Vendor will furnish the City with a Certificate of Insurance(s) (using appropriate ACORD certificate, SIGNED by the Issuer, and with applicable endorsements) evidencing all of the coverage set forth above and naming the City as an “Additional Insured” on the Commercial General Liability Insurance and the Commercial Automobile Liability Insurance. In addition when requested in writing from the City, Vendor will provide the City with certified copies of all applicable policies. The address where such certificates and certified policies shall be sent or delivered is as follows: City of Clearwater Attn: Purchasing Department, RFP #11-19 P.O. Box 4748 Clearwater, FL 33758-4748 b. Vendor shall provide thirty (30) days written notice of any cancellation, non-renewal, termination, material change or reduction in coverage. c. Vendor’s insurance as outlined above shall be primary and non-contributory coverage for Vendor’s negligence. d. Vendor reserves the right to appoint legal counsel to provide for the Vendor’s defense, for any and all claims that may arise related to Agreement, work performed under this Agreement, or to Vendor’s design, equipment, or service. Vendor agrees that the City shall not be liable to reimburse Vendor for any legal fees or costs as a result of Vendor providing its defense as contemplated herein. The stipulated limits of coverage above shall not be construed as a limitation of any potential liability to the City, and City’s failure to request evidence of this insurance shall not be construed as a waiver of Vendor’s (or any contractors’, subcontractors’, representatives’ or agents’) obligation to provide the insurance coverage specified. MILESTONES Financial Advisor Services 20 RFP #11-19 1. ANTICIPATED BEGINNING AND END DATE OF INITIAL TERM. January 2019 through December 2023. If the commencement of performance is delayed because the City does not execute the contract on the start date, the City may adjust the start date, end date and milestones to reflect the delayed execution. 2. EXTENSION. The City reserves the right to extend the term of this contract, provided however, that the City shall give written notice of its intentions to extend this contract no later than thirty (30) days prior to the expiration date of the contract. 3. PRICES. All pricing shall be firm for the initial annual term except where otherwise provided by the specifications, and include all transportation, insurance and warranty costs. The City shall not be invoiced at prices higher than those stated in any contract resulting from this proposal. a. The Contractor certifies that the prices offered are no higher than the lowest price the Contractor charges other buyers for similar quantities under similar conditions. The Contractor further agrees that any reductions in the price of the goods or services covered by this proposal and occurring after award will apply to the undelivered balance. The Contractor shall promptly notify the City of such price reductions. b. At the end of the initial term, pricing may be adjusted for amounts other than inflation based on mutual agreement of the parties after review of appropriate documentation. Renewal prices shall be firm for each annual term. RESPONSE ELEMENTS Financial Advisor Services 21 RFP #11-19 1. PROPOSAL SUBMISSION - Submit one (1) signed original (identified as ORIGINAL) proposal, with five (5) copies of the proposal, and one (1) electronic format copy on a disc or thumb drive, sealed in an envelope or container. ***REMINDER*** Proposals are public record as noted herein, TERMS AND CONDITIONS S.13, page 10. ******************** 2. PROPOSAL FORMAT (the following should be included and referenced with index tabs) Table of Contents: Identify contents by tab and page number TAB 1 - Letter of Transmittal A brief letter of transmittal should be submitted that includes the following information: 1. The proposer’s understanding of the work to be performed. 2. A positive commitment to perform the service within the time period specified. 3. The names of key persons who will be the main contacts for the City. 4. Provide statement of assurance that firm is not presently in violation of any statutes or regulatory rules that may impact firm’s operation, including those of the Securities and Exchange Commission, Municipal Securities Rulemaking Board, National Association of Securities Dealers, etc. TAB 2 – Qualifications, Availability, and Ability to Communicate Effectively 1. Provide a statement of qualifications, abilities, experience and expertise in providing the requested services. a. A description of what qualifies your company, financial and otherwise, to provide the City with these services for the required period of time, provide appropriate staffing, provide necessary resources, and show a history of demonstrated competence. b. A description of resources available to your firm such as access to market information, personnel with specialized knowledge, and legal expertise in the governmental (including tax exempt) field. 2. Identify key persons to be responsible for this contract – primary and back-up. a. Provide resumes detailing education and experience. b. Highlight experience related to service in a financial advisory role for a Florida governmental agency. c. Indicate notable achievements such as books or articles written, memberships, and offices held in professional organizations and outstanding accomplishments. 3. Provide your firm’s financial information for the most recent fiscal year – not limited to a balance sheet, statement of operations and statement of changes in financial position or cash flow statement as applicable. Note: For an S-Corporation a letter providing financial adequacy and solvency of the firm may be submitted, however such letter may not be recognized at the same level of significance as the information other firms may provide. 4. Indicate the capability of firm to hold harmless, indemnify and defend the City for losses, costs, and expenses arising from liability claims resulting from alleged negligence of firm, its officers, employees and subcontractors; describe liability insurance coverage carried by firm. TAB 3 – Experience 1. Describe Firm’s national, statewide, and local service capabilities. 2. Describe Firm’s experience in serving as a financial advisor to local municipalities. 3. Describe Firm’s experience dealing with major rating agencies during the past two (2) years, including the extent to which governmental clients were involved. 4. Current clients and references. a. Provide a list of current municipal clients within the State of Florida, the dollar amount of issues or other financing for respective client, and date(s) services were provided. RESPONSE ELEMENTS Financial Advisor Services 22 RFP #11-19 b. References – Identify a minimum of three (3) references in the current clients list and include contact person’s names, phone numbers, e-mail addresses, and mailing addresses. TAB 4 - Demonstrated Knowledge 1. Explain the general financial character and environment currently impacting Florida municipalities. 2. Describe innovations your firm has developed or been involved related to tax-exempt security issues – outlining the problem, solution, and results. 3. For a unique facility program, explain the firm’s approach to the following: a. Indicate the steps your firm would follow in developing a financial plan and the corresponding duties and responsibilities the firm would assume. b. Describe the technical and legal support services available to your firm and how they would be utilized in the formulation of the financing plan. c. Indicate the extent to which your firm would consider alternatives to traditional municipal bonds in developing the financial plan; describe in detail your firm’s related experience, identify firm members and other personnel involved in successfully designing and implementing alternative financing for municipal clients. d. Describe typical circumstances under which the firm would recommend competitive versus negotiated sales of debt issues. Indicate the role your firm would play as financial advisor under each method of sale. Describe your firm’s experience with each method of sale. e. Indicate the activities your firm would undertake in facilitating the sale and marketing of the City’s debt issue. Describe in detail related experience with such activities. f. Describe the duties and responsibilities the firm would perform and assume in a refunding operation for purposes of refinancing the City’s existing debt. Indicate the firm’s experience in this area. TAB 5 – Fees for Services The cost portion of the proposal should include the following elements: 1. Describe the firm’s proposed fee schedule for the requested services and for various alternative financing methods. Indicate the impact on the fee structure of a competitive sale versus a negotiated sale. 2. Consulting services may be requested in situations that do not involve a debt issue. Explain how the firm would be for such services, including a proposed billing procedure and rates. 3. Indicate the firm’s policy regarding out-of-pocket and/or indirect cost expenses; if such expenses would be reimbursable from the City itemize the types of expenses and basis of billing by expense type. 4. A listing of any and all additional charges not specifically identified herein. 5. Provide a complete listing of any convictions or fines incurred by the firm or any of its principals for violations of any state or federal law within the past three (3) years. Identify firm’s executives who have current claims or who have participated in litigation against the City of Clearwater while with another firm. TAB 6 - Other Forms and Information The following forms should be completed, signed and included in response: 1. Exceptions/Additional Materials/Addenda form 2. Vendor Information form 3. Offer and Acceptance form 4. W-9 Form. All responses should include a fully completed, most current W-9 form. (http://www.irs.gov/pub/irs-pdf/fw9.pdf) EXCEPTIONS / ADDITIONAL MATERIAL / ADDENDA Financial Advisor Services 23 RFP #11-19 Proposers shall indicate any and all exceptions taken to the provisions or specifications in this solicitation document. Exceptions that surface elsewhere and that do not also appear under this section shall be considered invalid and void and of no contractual significance. Exceptions (mark one): **Special Note – Any material exceptions taken to the City’s Terms and Conditions may render a Proposal non-responsive. No exceptions Exceptions taken (describe--attach additional pages if needed) Additional Materials submitted (mark one): No additional materials have been included with this proposal Additional Materials attached (describe--attach additional pages if needed) Acknowledgement of addenda issued for this solicitation: Prior to submitting a response to this solicitation, it is the vendor’s responsibility to confirm if any addenda have been issued. Addenda Number Initial to acknowledge receipt Vendor Name Date: VENDOR INFORMATION Financial Advisor Services 24 RFP #11-19 Company Legal/Corporate Name: Doing Business As (if different than above): Address: City: State: Zip: - Phone: Fax: E-Mail Address: Website: DUNS # Remit to Address (if different than above): Order from Address (if different from above): Address: Address: City: State: Zip: City: State: Zip: Contact for Questions about this proposal: Name: Fax: Phone: E-Mail Address: Day-to-Day Project Contact (if awarded): Name: Fax: Phone: E-Mail Address: Certified Small Business Certifying Agency: Certified Minority, Woman or Disadvantaged Business Enterprise Certifying Agency: VENDOR CERTIFICATION OF OFFER Financial Advisor Services 25 RFP #11-19 By signing and submitting this Proposal, the Vendor certifies that: a) It is under no legal prohibition to contract with the City of Clearwater. b) It has read, understands, and is in compliance with the specifications, terms and conditions stated herein, as well as its attachments, and any referenced documents. c) It has no known, undisclosed conflicts of interest. d) The prices offered were independently developed without consultation or collusion with any of the other respondents or potential respondents or any other anti-competitive practices. e) No offer of gifts, payments or other consideration were made to any City employee, officer, elected official, or consultant who has or may have had a role in the procurement process for the services and or goods/materials covered by this contract. f) It understands the City of Clearwater may copy all parts of this response, including without limitation any documents and/or materials copyrighted by the respondent, for internal use in evaluating respondent’s offer, or in response to a public records request under Florida’s public records law (F.S. 119) or other applicable law, subpoena, or other judicial process. g) Respondent hereby warrants to the City that the respondent and each of its subcontractors (“Subcontractors”) will comply with, and are contractually obligated to comply with, all Federal Immigration laws and regulations that relate to their employees. h) Respondent certifies that they are not in violation of section 6(j) of the Federal Export Administration Act and not debarred by any Federal or public agency. i) It will provide the materials or services specified in compliance with all Federal, State, and Local Statutes and Rules if awarded by the City. j) It is current in all obligations due to the City. k) It will accept such terms and conditions in a resulting contract if awarded by the City. l) The signatory is an officer or duly authorized agent of the respondent with full power and authority to submit binding offers for the goods or services as specified herein. ACCEPTED AND AGREED TO: Company Name: Signature: Printed Name: Title: Date: MAILING LABEL CUT ALONG THE LINE AND AFFIX TO THE FRONT OF YOUR BID CONTAINER Financial Advisor Services 26 RFP #11-19 --------------------------------------------------------------------------------- For US Mail ------------------------------------------------------------------------------ SEALED PROPOSAL Submitted by: Company Name: Address: City, State, Zip: RFP #11-19, Financial Advisor Services Due Date: December 4, 2018, at 10:00 A.M. City of Clearwater Attn: Purchasing PO Box 4748 Clearwater FL 33758-4748 --------------------------------------------------------------------------------- For US Mail ------------------------------------------------------------------------------ ---------------------------------------------- For Hand Deliveries, FEDEX, UPS or Other Courier Services ------------------------------------------------ SEALED PROPOSAL Submitted by: Company Name: Address: City, State, Zip: RFP #11-19, Financial Advisor Services Due Date: December 4, 2018, at 10:00 A.M. City of Clearwater Attn: Purchasing 100 S Myrtle Ave 3rd Fl Clearwater FL 33756-5520 ---------------------------------------------- For Hand Deliveries, FEDEX, UPS or Other Courier Services ------------------------------------------------ © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PROPOSAL TO: City of Clearwater, Florida Request for Proposals for Financial Advisor Services (RFP #11-19) Due: December 4, 2018 @ 10:00 AM PRIMARY CONTACTS: Matthew J. Sansbury Alex Bugallo Managing Director Managing Director 450 S. Orange Ave., Suite 460 450 S. Orange Ave., Suite 460 Orlando, Florida 32801 Orlando, Florida 32801 (407) 426-9611 | (407) 426-7835 fax (407) 426-9611 | (407) 426-7835 fax matthew.sansbury@hilltopsecurities.com alex.bugallo@hilltopsecurities.com CITY OF CLEARWATER, FLORIDA © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | ii TABLE OF CONTENTS Cover Page ................................................................................................................................................................. i Table of Contents ..................................................................................................................................................... ii TAB 1 – Letter of Transmittal ................................................................................................................................. iii TAB 2 – Qualifications, Availability, and Ability to Communicate Effectively ................................................... 1 TAB 3 – Experience ................................................................................................................................................ 11  TAB 4 – Demonstrated Knowledge ....................................................................................................................... 22 TAB 5 – Fees for Services ..................................................................................................................................... 37 TAB 6 – Other Forms and Information ................................................................................................................. 42  APPENDICES: Appendix A: FY2017 Audited Financial Statements and October 31, 2018 FOCUS Report Appendix B: Certificate of Insurance Appendix C: HilltopSecurities’ National Financial Advisory Experience (2014 - Present) EXHIBIT: Exhibit 1: Municipal Advisor Disclosure Statement © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | iii TAB 1 – Letter of Transmittal December 4, 2018 City of Clearwater Attn: Purchasing 100 S. Myrtle Ave, 3rd Floor Clearwater, Florida 33756-5520 Dear Selection Committee: On behalf of Hilltop Securities, Inc. (“HilltopSecurities”), we are pleased to submit our response to the City of Clearwater’s (the “City”) Request for Proposals for Financial Advisor Services (the “RFP”). As the City’s financial advisor for the past 10 years while with prior firms, we look forward to building on the strong personal relationships that we have previously developed with the City’s staff and hope that we are able to further assist the City in meeting its financial needs over the next five years. The points below highlight why the City would benefit from hiring HilltopSecurities as its financial advisor:  Leader in Providing Financial Advisory Services. HilltopSecurities, as it exists today, is the combination of First Southwest Company, LLC (“FirstSouthwest”) and Southwest Securities Inc. (“Southwest Securities”). When FirstSouthwest and Southwest Securities merged in January 2016, the two firms had a combined 112 years of industry experience, including providing financial advisory services to Florida municipal clients since 1989. Over the past decade, HilltopSecurities is the #1 ranked financial advisor in the nation in terms of number of issues brought to market, having successfully priced 9,631 publicly offered transactions totaling $345 billion in par value (source: Ipreo MuniAnalytics). HilltopSecurities also has a strong presence in the State having served as financial advisor on 160 Florida issuances, both publicly offered and privately placed, valued at over $7.9 billion in par value since 2014 (source: HilltopSecurities’ internal database).  Unmatched Experience with the City. For the past 10 years, we have been honored to provide financial advisory services to the City. Over this time period, we have led 12 financial transactions on behalf of the City, totaling approximately $344 million in par amount. This experience includes five public bond offerings (valued at $245 million) and seven direct bank placements (valued at $99 million). These transactions have generated over $72 million in project funds supporting the City’s various capital improvement initiatives and nearly $22 million in present value savings from the refinancing of the City’s debt. They have also worked on several “one-off” projects including assisting the City with its annual rate sufficiency analyses for its water and sewer and stormwater enterprise funds, guiding the City through ongoing credit rating agency surveillances, providing financial analyses related to the previously proposed Clearwater Aquarium project, and providing the City with a “white paper” discussing community redevelopment agencies and tax increment financings.  Local and Dedicated Personnel. As your primary financial advisory contacts at HilltopSecurities, we have over 32 years of combined public finance investment banking experience, focused almost entirely on serving the needs of local Florida municipalities. Over the past 10 years, we have worked not only as the City’s primary financial advisory contacts, but also with Broward County in a similar role. We are excited to now be joined by members of HilltopSecurities’ Florida banking and quantitative staffs who have significant experience serving as financial advisor to municipalities throughout the State. The banking team will be further assisted by Peter Stare, a veteran underwriter who has worked in the municipal finance business for almost 45 years. Mr. Stare will provide all municipal market analysis from HilltopSecurities’ underwriting and sales/trading desk in Dallas. Mr. Stare has covered Florida municipal clients for the majority of his career and has a wealth of knowledge when it comes time to enter the market given that he works with municipal bond investors and salespeople on a daily basis. Finally, Ms. Susan Kendall, a 35-year veteran in the industry and former senior analyst with Moody’s, will lend her credit expertise which will be invaluable when working with the rating agencies. © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | iv  More than Just a Financial Advisor. As a leading advisor to state and local issuers nationwide, HilltopSecurities has responded to today’s increasingly complex public finance landscape by raising the bar on the services, resources and experience we offer to our municipal clients. Our Public Finance Department is structured to provide clients with access to multiple professionals with expertise in diverse areas. Specifically, the following are some of the services we offer in addition to financial advisory services: arbitrage rebate, continuing disclosure, investment management, structured products, pension and OPEB advisory services, and debt capital markets.  First-Hand Market Information. As a licensed broker-dealer, HilltopSecurities is able to provide the City with direct market information from our own capital markets professionals. HilltopSecurities is involved in an average of 26 municipal financings per week, either as financial advisor or underwriter. While municipal advisory firms that are non-broker-dealers must obtain pricing information from broker-dealers with active underwriting desks or through other indirect means, HilltopSecurities is a market maker for both tax-exempt and taxable municipal bonds. This real world market knowledge, gained through extensive everyday participation in all aspects of the market, gives us significant first-hand insight into structuring and pricing issues that firms without such market participation simply cannot have. Therefore, when we serve in a financial advisory role, we are able to advise our clients from a direct knowledge and experience base that non-underwriting financial advisory firms do not possess. This provides a significant and measureable benefit to our financial advisory clients.  Understanding of Work to Be Completed. HilltopSecurities is fully capable of assisting the City by providing sound advice in the planning, structuring and timing of a comprehensive plan of finance in connection with the City’s capital and operating programs. Having worked with the City in the past, we understand the requirements being asked of us and we are fully prepared and equipped to provide the full range of services the City seeks and expects in a timely fashion. Our engagement team for the City will further draw upon the vast resources and experience of the firm to ensure the City receives the best advice possible. From time to time in the ordinary course of its business, HilltopSecurities is called upon to respond to inquiries or is subject to investigations or proceedings by federal, state or industry self-regulatory organizations. To the best of our knowledge, information and belief based upon the facts available at this time, there is no threatened or pending inquiry, investigation, or regulatory proceeding that we believe would have a material adverse impact on the ability of HilltopSecurities to perform public finance advisory services. We sincerely appreciate the opportunity to present our qualifications to serve as financial advisor to the City. We commit that our service will be professional, personalized and responsive. Above all, we attest that our service and efforts will focus on serving the best interests of the City. Sincerely yours, HILLTOP SECURITIES, INC. Matthew J. Sansbury Alex Bugallo Managing Director Managing Director 450 S. Orange Avenue, Suite 460 450 S. Orange Avenue, Suite 460 Orlando, Florida 32801 Orlando, Florida 32801 (407) 426-9611 | (407) 426-7835 fax (407) 426-9611 | (407) 426-7835 fax matthew.sansbury@hilltopsecurities.com alex.bugallo@hilltopsecurities.com © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 1 TAB 2 – Qualifications, Availability, and Ability to Communicate Effectively 1. Provide a statement of qualifications, abilities, experience and expertise in providing the requested services. a. A description of what qualifies your company, financial and otherwise, to provide the City with these services for the required period of time, provide appropriate staffing, provide necessary resources, and show a history of demonstrated competence. b. A description of resources available to your firm such as access to market information, personnel with specialized knowledge, and legal expertise in the governmental (including tax-exempt) field. BRIEF OVERVIEW OF FIRM FirstSouthwest was founded in 1946 to serve the financing needs of local municipalities and over the years grew into a national firm with expertise in every sector of public finance. FirstSouthwest first opened its Florida public finance practice in 1989 and quickly became one of the preeminent financial advisors in the State. HilltopSecurities, formerly known as Southwest Securities, was founded in 1972 as one of the first broker-dealers to enter the fully disclosed securities clearing business, becoming the “back office” for a number of other brokerage houses. In addition to developing clearing as a core business, the firm made strategic acquisitions and added complementary lines of business, entering the public finance and municipal underwriting business in 1987. In 2015, FirstSouthwest and HilltopSecurities became common control affiliates under Hilltop Holdings Inc., a Texas-based diversified financial holding company specializing in banking, mortgage origination, financial advisory and insurance through its wholly owned subsidiaries. On January 22, 2016, FirstSouthwest and HilltopSecurities merged to create a new, stronger firm with complementary business lines and a shared history representing at that time more than 112 years of combined industry experience. LEADER IN PROVIDING FINANCIAL ADVISORY SERVICES As a result of the firm’s extensive network of public finance professionals, HilltopSecurities maintains a high level of expertise in a broad spectrum of areas within the municipal market. Our professionals have worked with over 1,800 clients in the past decade on a comprehensive scope of engagements. HilltopSecurities consistently ranks as a leading financial advisory firm nationally based on number of issues, number of issuers and par amount of publicly offered financings brought to market. The following table demonstrates the firm’s activities in the role of financial advisor over the past decade: STATEMENT OF QUALIFICATIONS As stated in the letter of transmittal accompanying this proposal, there are several reasons why we believe HilltopSecurities should be hired by the City as its financial advisor, including: Year # of Issues Rank # of Issuers Rank Par ($B) Rank 2009 837 2 516 1 29.040 3 2010 1,061 2 695 1 35.516 3 2011 953 1 616 1 26.818 2 2012 1,093 1 697 1 35.004 2 2013 1,025 1 662 1 29.951 3 2014 1,013 1 650 1 37.564 2 2015 1,016 2 621 2 39.155 2 2016 1,044 2 669 2 41.021 2 2017 948 1 563 2 44.224 3 2018 641 2 392 2 26.361 3 2009 - 2018 YTD 9,631 1 1,844 2 344.654 3 Source: Ipreo MuniAnalytics (as of November 27, 2018) Note: Includes only publicly offered financings. HilltopSecurities' National Financial Advisory Experience/Rankings © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 2  The unmatched experience that HilltopSecurities’ lead bankers have with the City, its staff and its Councilmembers having served as financial advisor to the City for the past 10 years;  The extensive number of financings that HilltopSecurities completes each and every year, both on the financial advisory and underwriting side of the business;  The first person market knowledge that HilltopSecurities has due to constantly being in the market, working with investors on a daily basis, and putting our capital to work for our municipal clients;  The local and dedicated personnel that will be working with the City who have spent their entire careers helping Florida municipal issuers attain their financial goals; and,  The wide array of services that we can offer the City other than “just” being your financial advisor. ACCESS TO MARKET INFORMATION Unlike advisory-only firms who are not “in the market,” HilltopSecurities has direct and real-time access to all market information. Our public finance, underwriting and sales/trading professionals have real-world market experience that provides us with a significant advantage when we serve as financial advisor. The advice we give to our municipal clients is based not on what others are doing in the market, but rather on market-driven solutions derived from first-hand knowledge and experience. Advisory-only firms that do not participate in the municipal market by committing their own capital to support their clients simply do not have the same direct knowledge of relevant factors as a firm that participates as both a financial advisor and an underwriter each and every day. Our market experience enables us to be proactive as a financial advisor, rather than simply waiting for and relying on proposals and advice from market participants. As the City’s financial advisor, HilltopSecurities will put all of its resources and market knowledge to work on the City’s behalf. PERSONNEL WITH SPECIALIZED KNOWLEDGE The primary bankers that will work with the City on the proposed engagement have a specialized knowledge of the Florida municipal market as a whole and of the City itself. These day-to-day contacts, Matthew Sansbury and Alex Bugallo, have been working with Florida municipal clients for a combined 32 years and have spent the last 10 years providing financial advisory services to the City. The knowledge that these two professionals have gained while serving as the City’s financial advisor for more than a decade is immeasurable and provides a distinct advantage for HilltopSecurities when compared to our competitors. As mentioned above, HilltopSecurities is in the municipal market as either an underwriter or a financial advisor on a daily basis – putting our capital to risk for our clients. Peter Stare, Managing Director, provides all underwriting support to HilltopSecurities’ Florida banking team from the firm’s Dallas underwriting desk. Mr. Stare has been involved in the securities industry in the areas of sales, trading, underwriting and portfolio management for nearly 45 years, with a significant portion of that time focused on the Florida market. His direct knowledge of the municipal bond market allows him to provide in-depth market analysis at a moment’s notice. Mr. Stare will be available to the City on an as-needed basis, but will specifically prove his worth when it comes time for the City to enter the market with a public bond offering and when the City must compared different financing options, such as a bank loan versus a bond deal. Leading the firm’s quantitative efforts will be Richard Fox, Managing Director. Mr. Fox joined HilltopSecurities in 1982 and has spent the past 36 years serving as both a banker and, more recently, as a leader of the firm’s Quantitative Services Group. Mr. Fox has worked on some of the most unique and innovative transactions ever brought to market and is responsible for writing several of the firm's proprietary software programs. Mr. Fox, along with some of his most senior staff members, have developed extremely sophisticated software for financial modeling, projections and feasibility, structuring new debt, revenue bond sizing, bid comparison and verification, escrow structuring, alternate advance refunding methods, lease analysis and design, and arbitrage yield and rebate calculations. Through Mr. Fox’s guidance, the HilltopSecurities quantitative team has become one of the most revered analytical groups in the municipal finance industry. © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 3 Susan Kendall, a Director in the firm’s Boston public finance office, offers the City an expertise that few financial advisory firms in the industry can offer. Ms. Kendall is a 35-year veteran in the industry, spending a significant portion of her career working with Moody’s, analyzing the credits of local governments. As a credit specialist, Ms. Kendall will work with the City to determine the best way to approach rating agencies in order to maximize the City’s credit ratings. LEGAL EXPERTISE HilltopSecurities maintains legal counsel within the firm to preserve its business practices and to comply with applicable rules and regulations of the various governing agencies with regulatory authority over the firm. The Legal Department employs two senior-level employees who serve as General Counsel and Director of Legal Operations. Four additional employees support the Department. HilltopSecurities’ Legal Department has broad experience in the securities industry. The Department provides ongoing support to the firm’s personnel and clients. Throughout any engagement with the City, HilltopSecurities’ Legal Department will lend its expertise and support to our proposed financial advisory team, which will further facilitate the development and implementation of an effective financing program that meets the City’s goals and objectives. © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 4 TAB 2 – Qualifications, Availability, and Ability to Communicate Effectively 2. Identify key persons to be responsible for this contract – primary and backup. a. Provide resumes detailing education and experience. b. Highlight experience related to service in a financial advisory role for a Florida governmental agency. c. Indicate notable achievements such as books or articles written, memberships, and offices held in professional organizations and outstanding accomplishments. HilltopSecurities offers the City a staff of experienced and skilled public finance professionals. Our team approach provides a redundant senior-level commitment that ensures constant attention to the City’s needs. The organizational chart provided below highlights the primary and secondary banking personnel and the support staff that will work with the City throughout the proposed financial advisory engagement. We have also provided brief resumes for each of HilltopSecurities’ key personnel. Primary Banking Contact: Matthew Sansbury, Managing Director 450 S. Orange Ave., Suite 460, Orlando, FL 32801 | (407) 426-9611 | matthew.sansbury@hilltopsecurities.com Matthew Sansbury has 16 years of public finance experience, providing investment banking services to municipal issuers across Florida. Mr. Sansbury joined HilltopSecurities in October 2018 after spending 6 ½ years with Stifel, Nicolaus & Company, Incorporated and the decade prior with Raymond James & Associates, Inc. Mr. Sansbury has worked on over 230 financings within the State valued at a total par amount in excess of $32 billion. Mr. Sansbury has experience with the entire gamut of municipal credits including bonds backed by an issuer’s covenant to budget and appropriate from all legally available non-ad valorem revenues (CB&A), ad valorem property taxes, water and sewer system revenues, electric system revenues, stormwater system revenues, solid waste system revenues, parking system revenues, gas taxes, sales taxes, guaranteed entitlement revenues, tourist development taxes, tax increment revenues and special assessments. Mr. Sansbury has worked with over 90 Florida issuers throughout his career including numerous counties, cities/towns, school districts, local governmental agencies, mass transit systems and airports. Assistant Vice President 23 Years of Experience Office: Orlando Secondary Banking Contacts Mark Galvin Managing Director 35 Years of Experience Office: Orlando Joel Tindal Director 13 Years of Experience Office: Orlando Angela Singleton Managing Director Director 43 Years of Experience 35 Years of Experience Office: Dallas Office: Boston Analyst Office: Dallas Office: Orlando Peter Stare Susan Kendall Municipal Market Insight Credit Specialist Primary Banking Contacts HilltopSecurities' Financial Advisory Team Matthew Sansbury Managing Director 35 Years of Experience 2 Years of Experience 16 Years of Experience Office: Orlando Alex Bugallo Managing Director 16 Years of Experience Office: Orlando Quantitative Support Richard Fox Chandler Larson Managing Director © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 5 Since June 2008, Mr. Sansbury has provided financial advisory services to the City of Clearwater. During that time, Mr. Sansbury assisted the City in structuring and bringing to market five bond transactions valued at a total par amount in excess of $245 million. In addition, Mr. Sansbury assisted in the structuring of seven private placements with banks, totaling $99 million in par value. These transactions have generated over $72 million in project funds supporting the City’s capital improvement program and nearly $22 million in present value savings from the refinancing of the City’s existing debt. Mr. Sansbury has also assisted the City with its annual rate sufficiency analyses for its water and sewer and storm water enterprise funds, guided the City through ongoing credit rating agency surveillances, provided financial analyses related to the previously proposed Clearwater Aquarium project, and provided the City with a “white paper” discussing community redevelopment agencies and tax increment financings. Mr. Sansbury received a Bachelor of Science in Business Administration from the Warrington College of Business at the University of Florida and a Master of Business Administration from the University of South Florida. Mr. Sansbury is currently registered with his Series 7, 50, 53 and 63 licenses. Primary Banking Contact: Alex Bugallo, Managing Director 450 S. Orange Ave., Suite 460, Orlando, FL 32801 | (407) 426-9611 | alex.bugallo@hilltopsecurities.com Alex Bugallo joined HilltopSecurities in October 2018. In his 16 years of public finance experience, Mr. Bugallo has participated in the completion of over 350 short-term and long-term financings exceeding $35 billion in par issuance. The type of financings that Mr. Bugallo has completed include: sales tax revenue, water and sewer revenue, solid waste revenue, general obligation, COPs, covenant to budget and appropriate, special assessment, seaport revenue, airport revenue, tourist development tax, special tax revenue, tax increment revenue and revolving loan financings, among others. Mr. Bugallo has served as an investment banker for counties, cities, school districts, State issuing authorities, and 501(c)3 organizations. For the past 10 years, Mr. Bugallo has assisted Mr. Sansbury in serving as financial advisor to the City of Clearwater. In addition, Mr. Bugallo has served as lead financial advisor to Broward County, specializing in working with the County’s Port Everglades and professional sports credits. Mr. Bugallo helped the County bring roughly $300 million in Port related bonds to market since 2008 and has also helped the Port restructure and extend an expiring LOC in 2011 and again in 2015. Most recently, Mr. Bugallo was asked to assist in the County’s renegotiation of their lease agreement with the NHL’s Florida Panthers at the BB&T Center, resulting in the County issuing $72 million in bonds to refund its outstanding Pro Sports Facilities Tax and Revenue Refunding Bonds, Series 2006A. Mr. Bugallo received a Bachelor of Science in Economics and a Bachelor of Science in Political Science from Cleveland State University. Mr. Bugallo is also a graduate of the Ohio State University where he obtained a Master of Business Administration. Mr. Bugallo is currently registered with his Series 7, 50 and 53 licenses. Secondary Banking Contact: Mark Galvin, Managing Director 450 S. Orange Ave., Suite 460, Orlando, FL 32801 | (407) 426-9611 | mark.galvin@hilltopsecurities.com Mark Galvin, who joined HilltopSecurities in 2002, specializes in working with general municipal issuers, utilities, higher education facilities and non-for-profits throughout Florida. As the head of HilltopSecurities’ Florida public finance practice, Mr. Galvin has more than 35 years of investment banking and financial advisory experience. Mr. Galvin has provided financial advisory and/or underwriting services for issuers such as the counties of Citrus, Okaloosa and Seminole; the cities of Sanford, Umatilla, Orange City, Oviedo, © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 6 Lake Mary, Longwood, Apopka, Deltona, Edgewater, Haines City, Kissimmee, Mascotte, New Smyrna Beach, Ocoee, Orlando, Palm Coast, Panama City, South Daytona, Fort Lauderdale, Fernandina Beach and Tavares; University of Central Florida, Florida Community Services Corporation of Walton County, Florida Gas Utility, Florida PACE Funding Agency, Orlando-Orange County Expressway Authority, Pace Water Authority, and Tohopekaliga Water Authority. Mr. Galvin is knowledgeable in all aspects of municipal finance including: utility bonds, certificates of participation, general obligation bonds, higher education and healthcare financings, airport revenue bonds, storm water, and general infrastructure financings. Mr. Galvin received his Bachelor of Science in Business Administration and his Master of Business Administration from the University of Central Florida. Mr. Galvin is currently registered with his Series 7, 50, 52, 63 and 79 licenses. Secondary Banking Contact: Joel Tindal, Director 450 S. Orange Ave., Suite 460, Orlando, FL 32801 | (407) 426-9611 | joel.tindal@hilltopsecurities.com Joel Tindal joined HilltopSecurities in 2005. Mr. Tindal serves numerous Florida municipalities, providing them, among other services, project management, quantitative financial analyses, credit and cash flow analyses, legal documentation review, rating agency presentation preparation, credit enhancement evaluation, and overall general processing of “live” transactions. Mr. Tindal has provided services for issuers such as the counties of Bay, Charlotte, Escambia, Indian River, Lake, Martin, Miami-Dade, Sarasota, and Seminole; the cities and towns of Sebastian, Palm Bay, Fort Lauderdale, Dunedin, Hialeah Gardens, Longboat Key, Miami, North Port, Punta Gorda, South Miami and Venice; the Fort Pierce Utilities Authority; the Peace River/Manasota Regional Water Supply Authority, the Florida Ports Financing Commission, Gasparilla Island Bridge Authority, Miami-Dade County Expressway Authority, the Orlando-Orange County Expressway Authority (predecessor to the Central Florida Expressway Authority), and Tohopekaliga Water Authority, among others. Mr. Tindal has expertise in several financings areas including general obligation, special assessment, lease/purchase, special tax, CB&A, special districts, pension, tax increment, parking, transportation, and utilities and specializes in working on general municipal financings, utilities, and transportation. In 2017, Mr. Tindal was named one of The Bond Buyer’s “Rising Stars” in municipal finance. Mr. Tindal received his Bachelor of Science in Business Administration from the University of Florida. Mr. Tindal is currently registered with his Series 7, 50, 63 and 79 licenses. Secondary Banking Contact: Angela Singleton, Assistant Vice President 450 S. Orange Ave., Suite 460, Orlando, FL 32801 | (407) 426-9611 | angela.singleton@hilltopsecurities.com Angela Singleton joined HilltopSecurities in 2015. Prior to joining HilltopSecurities, Mrs. Singleton spent more than 13 years on the local government side of the business, working with Seminole County and the Florida Municipal Power Agency providing debt administration and overseeing the investment of bond proceeds. Mrs. Singleton participated in over $500 million in bond and bank loan transactions while at Seminole County, including capital improvement, sales tax, special obligation and water and sewer related financings. Mrs. Singleton also worked as an assistant for two financial advisory firms at the start of her career. Mrs. Singleton is responsible for client, project and analytical support for HilltopSecurities’ Florida municipal clients. She assists with bond sizing, spreadsheet modeling, refunding analyses, rating agency presentations, and documentation review for debt offerings. She has provided such services for issuers such as the counties of Bay, © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 7 Bay, Citrus, Escambia, and Seminole; the cities of Deltona, Kissimmee, Longwood, Ocoee, Oviedo, Palm Coast, Panama City, Sanford, and Wauchula; the Okeechobee Utility Authority and the Tohopekaliga Water Authority. Mrs. Singleton is a Certified Government Finance Officer and a board member of the Women in Public Finance (Florida Chapter) and the Seminole State College Accounting Advisory Board. Mrs. Singleton received her Bachelor of Arts in Economics from Rollins College and her Master of Public Administration from the University of Central Florida. Mrs. Singleton is currently registered with her Series 50, 52 and 63 licenses. Quantitative Leadership: Richard Fox, Managing Director 1201 Elm Street, Suite 3500, Dallas, TX 75270 | (214) 953-4030 | richard.fox@hilltopsecurities.com Richard Fox has over 35 years of experience at HilltopSecurities, having joined the firm in 1982. Mr. Fox is responsible for writing several of the firm's proprietary software programs and has developed software for financial modeling, projections and feasibility, structuring new debt, revenue bond sizing, bid comparison and verification, escrow structuring, alternate advance refunding methods, lease analysis and design, and arbitrage yield and rebate calculations. Mr. Fox is also a leader of the firm’s Quantitative Services Group and oversees the training and development of the firm’s junior quantitative staff. Throughout his career, Mr. Fox has structured more than 700 financings totaling $50 billion for a variety of issuers including airports, counties, cities, power agencies, water authorities, hospitals and school districts. Mr. Fox is responsible for structuring three transactions that have received National "Deal of the Year Award" from either Investors Daily Digest or The Bond Buyer, including a structured products financing for DFW International Airport that included the first interest rate swap used in Texas. Mr. Fox also structured the first transaction to incorporate the radical revision to the transferred proceeds rules that occurred in 1987. Mr. Fox has structured transactions for some of the nation’s largest cities including Charlotte, Dallas, Fort Worth, and San Antonio; public power transactions for the Texas Municipal Power Agency, Austin Electric, San Antonio CPS, Florida Gas Utility, and the Orlando Utilities Commission; and the states of Colorado, New Hampshire, North Carolina, Michigan, Mississippi, Rhode Island, Texas, and Virginia. Mr. Fox received his Bachelor of Science in Accounting from Indiana University and his Master of Science in Management Information Systems from the University of Arizona. Mr. Fox is currently registered with his Series 7, 50, 53, 63 and 79 licenses. Quantitative Support: Chandler Larson, Analyst 450 S. Orange Ave., Suite 460, Orlando, FL 32801 | (407) 426-9611 | chandler.larson@hilltopsecurities.com Chandler Larson joined HilltopSecurities in 2017. Mr. Larson is responsible for client, project and analytical support for all engagements that are led from the firm’s Orlando public finance office. He assists with bond sizing, spreadsheet modeling, refunding analyses, interest rate swap analyses, and documentation review for debt offerings. Mr. Larson is also responsible for running all “live” pricings, including mirroring and verifying any pricing analysis provided by underwriters. Mr. Larson has served as a quantitative analyst on over 40 financings exceeding $2.5 billion in par amount for Florida transactions. He has spent his entire career providing analytical support for Florida issuers and has experience with numerous credits including: water and sewer revenue, solid waste revenue, sales tax revenue, covenant to budget and appropriate, toll revenue, aviation revenue, sea port revenue, general obligation, tourist development tax, special assessment revenue, student housing rental revenue, and non-tax revenue, among others. © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 8 Mr. Larson received his Bachelor of Science in Business Administration from the University of Central Florida. Mr. Larson is currently registered with his Series 50, 52 and 63 licenses. Municipal Market Insight: Peter Stare, Managing Director 1201 Elm Street, Suite 3500, Dallas, TX 75270 | (214) 953-4040 | peter.stare@hilltopsecurities.com Peter Stare joined HilltopSecurities in 1996 and is responsible for the negotiated underwriting efforts of both tax-exempt and taxable municipal issues. Mr. Stare has been involved in the securities industry since 1974 in the areas of sales, trading, underwriting, and portfolio management. Over his 40+ year career, Mr. Stare has worked with several regional and nationally recognized broker-dealers, managing their trading desks, municipal bond departments and investment divisions. Mr. Stare currently leads all of HilltopSecurities’ underwriting efforts in the Southeast, including all those in Florida. When the firm serves as financial advisor, Mr. Stare is able to lend his municipal market expertise to our clients and is able to provide first-hand knowledge about the municipal market and current investor preferences. Mr. Stare received his Bachelor of Science in Business Administration from Southern Methodist University. Mr. Stare was previously a board member of The Municipal Advisory Council of Texas and a past president of the Municipal Bond Clubs of Dallas and Houston. Mr. Stare is currently registered with his Series 7, 50, 53 and 63 licenses. Credit Specialist: Susan Kendall, Director 54 Canal Street, Suite 320, Boston, MA 02114 | (617) 619-4419 | susan.kendall@hilltopsecurities.com Susan Kendall joined HilltopSecurities in 2012. Ms. Kendall has more than 35 years of experience in the public finance industry including as a VP/Senior Analyst and Head of the Boston office at Moody’s Investor Services. Ms. Kendall has also served as Treasurer and Collector for the Town of Belmont, MA. While at Moody’s, Ms. Kendall was the lead analyst for local governments in Massachusetts and Virginia, as well as an analyst for various other East Coast states. Ms. Kendall served as lead analyst for high profile credits including the Massachusetts Water Resources Authority, Boston Water and Sewer, Portland Water, Fairfax Water, Upper Blackstone WPAD, the City of Boston, Fairfax County, VA, and Central Falls, RI. Ms. Kendall was also in charge of mentoring and training new analysts. Ms. Kendall is a frequent presenter at industry and governmental conferences on a variety of topics. She is a guest lecturer at Harvard Kennedy School’s Graduate Level State and Public Finance Course and has authored and/or contributed to numerous research publications. Ms. Kendall is a co-founder and vice president of Women in Public Finance (Boston Chapter), a past president of the Boston Municipal Analysts Forum, a former member of the National Federation of Municipal Analysts Board of Governors, the president of the Treasurer’s Club of Boston, and a member of the Government Finance Officers’ Association. Ms. Kendall received her Bachelor of Arts from Harvard College and Master of Public Administration from Harvard Kennedy School. Ms. Kendall is currently registered with her Series 50, 52 and 63 licenses. © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 9 TAB 2 – Qualifications, Availability, and Ability to Communicate Effectively 3. Provide your firm’s financial information for the most recent fiscal year – not limited to a balance sheet, statement of operations and statement of changes in financial position or cash flow statement as applicable. Note: For an S-Corporation a letter providing financial adequacy and solvency of the firm may be submitted, however such letter may not be recognized at the same level of significance as the information other firms may provide. Although financial advisors, unlike underwriters, are not required to have defined levels of financial backing to work with municipal issuers on debt offerings, we believe that having a strong financial background is imperative to providing top-notch financial advisory services to our clients. At HilltopSecurities, our capital position helps us stand behind the recommendations and plans of finance we assist our municipal clients in preparing. As of October 31, 2018, HilltopSecurities maintained approximately $328 million in equity (total) capital, $207 million in net regulatory capital and $196 million in excess net capital. Please find in Appendix A to this proposal, HilltopSecurities’ 2017 audited financial statements and the firm’s most recent FOCUS Report dated October 31, 2018. © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 10 TAB 2 – Qualifications, Availability, and Ability to Communicate Effectively 4. Indicate the capability of firm to hold harmless, indemnify and defend the City for losses, costs, and expenses arising from liability claims resulting from alleged negligence of firm, its officers, employees and subcontractors; describe liability insurance coverage carried by firm. HilltopSecurities maintains professional liability coverage for an aggregate limit of $10,000,000, covering claims made in connection with its professional services. Covered professional services include the purchase or sale of securities as approved by HilltopSecurities. The firm’s current policy expires in April 2019, as indicated on the informational-only certificate of insurance attached as Appendix B to this proposal. HilltopSecurities has sufficient capital to hold harmless, indemnify and defend the City for losses, costs, and expenses arising from liability claims resulting from alleged gross negligence of the firm, its officers, employees and subcontractors. © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 11 TAB 3 – Experience 1. Describe Firm’s national, statewide, and local service capabilities. NATIONAL SERVICE CAPABILITIES HilltopSecurities is headquartered in Dallas and currently maintains 51 offices in 19 states. With approximately 900 employees firm-wide, we offer the resources, experience, and market expertise of a national firm to a broad cross- section of governmental borrowers in every region of the country and in all market sectors. The map below highlights the firm’s national presence. Of the 51 offices highlighted in the map above, 29 of them have staff focused entirely on providing public finance related services (financial advisor or underwriting) to our municipal clients. In total, HilltopSecurities has 129 public finance professionals, including 105 banking and analytical professionals, who work with municipal entities from coast-to-coast. As a leading advisor to state and local issuers nationwide, Hilltop Securities has responded to today’s increasingly complex public finance landscape by raising the bar on the services, resources, and expertise that we offer to our municipal clients. Today, HilltopSecurities is one of the most well-equipped and resourceful investment banking firms in the nation. Among other services, HilltopSecurities is currently able to provide top-notch, industry leading arbitrage rebate, continuing disclosure, asset management and structured product related services in-house, a feat which few other firms in the industry can currently claim. Although the City may not require all of these services from its financial advisor, the expertise of our professionals in these auxiliary areas is shared with the firm’s public finance professionals and utilized when specific questions arise. © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 12 STATEWIDE SERVICE CAPABILITIES Although a national firm, we emphasize client service at the regional level in order to provide customized assistance to our clients. The primary contacts between the City and HilltopSecurities are located in our Orlando public finance office. HilltopSecurities has maintained an office in Florida since 1989 (originally as FirstSouthwest) and we currently have four offices in the State located in Fort Lauderdale, Miami, Orlando and Palm Beach Gardens. The map below highlights the location of the firm’s Florida offices, the number of employees at each of these offices, and the services provided from each of these offices. Our firm’s presence in the State provides distinct advantages to the City including a commitment of local support, offering readily available resources and an in-depth knowledge of Florida issuers while providing expertise that rivals that of any other financial advisory firm in the State. Our experience is constantly being built upon by participating in a multitude of public finance engagements for various issuer types within Florida, providing invaluable experience that will aid and benefit the City with either developing a financial capital plan or when securing funding for its infrastructure needs. LOCAL SERVICE CAPABILITIES While HilltopSecurities does not currently have an office within the City or in the Tampa Bay region, we are more than capable of supporting the City through our Orlando public finance office. From this office, HilltopSecurities has provided financial advisory services to other municipalities in the area including Dunedin, Englewood, Longboat Key, Citrus County, Sarasota County, the Tampa-Hillsborough Expressway Authority, and the Peace River/Manasota Regional Water Supply Authority. In addition, HilltopSecurities’ lead bankers (Matthew Sansbury and Alex Bugallo) have not only provided diligent financial advisory services to the City for the past 10 years from their Central Florida office, but they have also provided underwriting services to several local municipalities in the region including Inverness, Madeira Beach, St. Pete Beach, Hernando Schools and Hillsborough Schools. The City can rest assured that the financing team that HilltopSecurities has assembled for the proposed engagement will be readily available whenever and wherever needed. © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 13 TAB 3 – Experience 2. Describe Firm’s experience in service as a financial advisor to local municipalities. NATIONAL FINANCIAL ADVISORY EXPERIENCE Over the past decade, HilltopSecurities is the #1 ranked financial advisor in the nation in terms of number of issues brought to market, having successfully priced 9,631 publicly offered transactions totaling $345 billion in par value (source: Ipreo MuniAnalytics). In total, HilltopSecurities has helped 1,844 different municipalities enter the municipal bond market over this time period. Since 2014, HilltopSecurities has provided financial advisory services on 5,107 publicly offered financings for our municipal clients, valued at a total par amount in excess of $188 billion. This level of experience ranks us as the #2 financial advisor over this time period based on number of publicly offered transactions brought to market and as the #3 ranked financial advisor based on par amount brought to market. A year-by-year summary of this experience can be found in the table below while a more detailed listing can be found in Appendix C to this proposal. FLORIDA FINANCIAL ADVISORY EXPERIENCE Provided in our response in Tab 3.4 is the firm’s complete Florida financial advisory experience since 2014. In total, we have provided financial advisory services on 163 debt transactions over this time period, for 48 different Florida governmental entities, valued at a total par amount of $7.9 billion. In addition to this firm-wide experience, Matthew Sansbury and Alex Bugallo, HilltopSecurities’ lead bankers, have provided financial advisory services to the City and to Broward County while with previous employers. Provided in the table below is a listing of this experience. Year # of Issues Par ($B) 2014 1,140 $37.564 2015 1,121 $39.155 2016 1,132 $41.021 2017 1,041 $44.224 2018 YTD 673 $26.356 Total 5,107 $188.320 Source: Ipreo MuniAnalytics (as of November 26, 2018) *Includes only publicly offered financings. HilltopSecurities' National Financial Advisory Experience* Sale Date Dated Date Par ($M) Issuer Issue Description Series 07/09/08 07/10/08 46.145 Broward Co-Florida Sub Port Facs Ref Rev Bonds Series 2008 08/12/08 08/12/08 12.900 Clearwater City-Florida Improvement Rev Bonds (Bank Loan) Series 2008 05/15/09 05/27/09 67.715 Clearwater City-Florida Water and Sewer Rev Bonds Series 2009 A 05/15/09 05/27/09 41.700 Clearwater City-Florida Water and Sewer Rev Ref Bonds Series 2009 B 06/24/09 07/08/09 82.235 Broward Co-Florida Port Facs Rev Bonds Series 2009 A 07/28/11 09/07/11 47.025 Clearwater City-Florida Water and Sewer Rev Ref Bonds Series 2011 11/10/11 11/22/11 12.370 Broward Co-Florida Port Facs Rev Ref Bonds Series 2011 A 11/10/11 11/22/11 100.695 Broward Co-Florida Port Facs Rev Ref Bonds (AMT) Series 2011 B 11/10/11 11/22/11 54.195 Broward Co-Florida Port Facs Rev Ref Bonds (Taxable) Series 2011 C 01/18/12 02/02/12 19.365 Clearwater City-Florida Stormwater System Rev Ref Bonds Series 2012 06/28/13 06/28/13 7.365 Clearwater City-Florida Gas System Rev Ref Bonds (Bank Loan) Series 2013 06/28/13 06/28/13 11.025 Clearwater City-Florida Stormwater System Rev Ref Bonds (Bank Loan) Series 2013 06/24/14 06/24/14 5.405 Clearwater City-Florida Gas System Rev Ref Bond (Bank Loan) Series 2014 08/05/14 08/05/14 5.450 Clearwater City-Florida Stormwater System Rev Ref Bond (Bank Loan) Series 2014 12/09/14 12/09/14 27.520 Clearwater City-Florida Water and Sewer Rev Ref Bond (Bank Loan) Series 2014 09/22/16 10/18/16 71.990 Broward Co-Florida Professional Sports Facs Tax and Rev Ref Bonds Series 2016 01/27/17 02/28/17 69.270 Clearwater City-Florida Water and Sewer Rev Ref Bonds Series 2017 09/07/17 09/21/17 29.080 Clearwater City-Florida Water and Sewer Rev Ref Bond (Bank Loan) Series 2017 B 03/07/18 03/07/18 5.170 Broward Co-Florida Non-Ad Valorem Ref Rev Note (Bank Loan) (Taxable) Series 2018 Total 716.620 19 Financings Source: HilltopSecurities' Internal Database HilltopSecurities' Lead Bankers' Financial Advisory Experience © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 14 CASE STUDY: CITY OF CLEARWATER Messrs. Sansbury and Bugallo were originally chosen to serve as financial advisors to the City in June 2008, and have been re-chosen twice since then. While financial advisor, these individuals have worked diligently with the City’s staff to complete numerous financial tasks, including assisting with the following financial transactions:  $12,900,000 Improvement Revenue Bond, Series 2008 (Bank Loan) − Provided $8.25 million in funds for a boat slip project and an additional $3.75 million for a beach walk project. − Secured by a portion of the City’s Public Service Tax revenues. − Worked with the City on the bank loan RFP process and provided analysis which helped the City select the bank which provided the most favorable structure, call provisions, and interest rate. − 20-year loan with an average life of 12.5 years and an all-in true interest cost of 4.71%.  $67,715,000 Water and Sewer Revenue Bonds, Series 2009A − Provided $60 million in funds for various capital improvements to the City’s Water and Sewer System, including relocation of certain underground lines, expanding the existing reverse osmosis plant and constructing a second reverse osmosis plant. − Led the ratings process which included bringing representatives from the three major rating agencies to the City for a tour of the existing and proposed facilities. Bonds were rated A2/AA-/A, which included a first- ever rating from S&P on the City’s water and sewer credit. − 30-year financing with an average life of 18.5 years and an all-in true interest cost of 5.08%.  $41,700,000 Water and Sewer Revenue Refunding Bonds, Series 2009B − Current refunded Water and Sewer Refunding Revenue Bonds, Series 1998, which were originally issued as capital appreciation (zero coupon) bonds. − Financing was a last minute add-on to the Series 2009A transaction when it was determined at pricing that refunding the Series 1998 Bonds could produce substantial savings given then current market conditions. − 10-year financing with an average life of 5.4 years and an all-in true interest cost of 3.32%. − Generated $1.9 million in present value savings, or 4.25% of the refunded par amount.  $47,025,000 Water and Sewer Revenue Refunding Bonds, Series 2011 − Current refunded Water and Sewer Revenue Bonds, Series 2002. − Led the ratings process, resulting in ratings being affirmed at their 2009 levels of A2/AA-/A. − 21-year financing with an average life of 13.0 years and an all-in true interest cost of 4.10%. − Generated $2.9 million in present value savings, or 5.89% of the refunded par amount.  $19,365,000 Stormwater System Revenue Refunding Bonds, Series 2012 − Current refunded Stormwater System Revenue Bonds, Series 2002. − Led the ratings process, resulting in ratings of Aa3/AA/AA- which included a one-notch upgrade from Moody’s. − 21-year financing with an average life of 12.3 years and an all-in true interest cost of 3.10%. − Generated $2.9 million in present value savings, or 14.47% of the refunded par amount.  $7,365,000 Gas System Revenue Refunding Bond, Series 2013 (Bank Loan) − Current refunded Gas System Revenue Refunding Bonds, Series 2004. − 13-year financing with an average life of 9.0 years and an all-in true interest cost of 2.48%. − Generated $957,500 in present value savings, or 13.17% of the refunded par amount. © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 15  $11,025,000 Stormwater System Revenue Refunding Bond, Series 2013 (Bank Loan) − Advance refunded Stormwater System Revenue Bonds, Series 2004. − 19-year financing with an average life of 11.5 years and an all-in true interest cost of 3.02%. − Generated $987,000 in present value savings, or 9.09% of the refunded par amount.  $5,405,000 Gas System Revenue Refunding Bond, Series 2014 (Bank Loan) − Current refunded Gas System Revenue Refunding Bonds, Series 2005. − 13-year financing with an average life of 9.3 years and an all-in true interest cost of 2.77%. − Generated $626,500 in present value savings, or 11.77% of the refunded par amount.  $5,450,000 Stormwater System Revenue Refunding Bond, Series 2014 (Bank Loan) − Current refunded Stormwater System Revenue Refunding Bonds, Series 2005. − 15-year financing with an average life of 8.7 years and an all-in true interest cost of 2.82%. − Generated $548,400 in present value savings, or 10.25% of the refunded par amount.  $27,520,000 Water and Sewer Revenue Refunding Bond, Series 2014 (Bank Loan) − Advance refunded Water and Sewer Revenue Bonds, Series 2006. − Led the City through the process of amending its 1984 Ordinance in order to allow for future Water and Sewer Revenue Bonds to be issued without being secured by a debt service reserve fund. − 18-year financing with an average life of 11.7 years and an all-in true interest cost of 3.21%. − Generated $2.2 million in present value savings, or 8.49% of the refunded par amount.  $69,270,000 Water and Sewer Revenue Refunding Bonds, Series 2017 − Advance refunded Water and Sewer Revenue Bonds, Series 2009A. − Led the ratings process, resulting in ratings of Aa2/AA/NR which included a one-notch upgrade by both Moody’s and S&P. − 23-year financing with an average life of 18.3 years and an all-in true interest cost of 3.79%. − Generated $6.3 million in present value savings, or 9.41% of the refunded par amount.  $29,080,000 Water and Sewer Revenue Refunding Bond, Series 2017B − Advance refunded a portion of the Water and Sewer Revenue Refunding Bonds, Series 2011. − Received consent from Assured Guaranty to allow for debt service reserve fund to be funded on a deal-by- deal basis. − Was able to release $5.4 million in existing debt service reserve funds into the refunding to downsize the financing and reduce debt service, thereby increasing gross debt service savings. − 15-year financing with an average life of 10.2 years and an all-in true interest cost of 2.46%. − Generated $2.3 million in present value savings, or 7.67% of the refunded par amount. For each of these financings, HilltopSecurities’ lead bankers led the financing team in structuring the transaction and in reviewing and finalizing all necessary legal documents. For the public bond offerings, these bankers worked hand-in-hand with the City’s staff to present the City’s credit(s) to the rating agencies in the most positive light possible, which resulted in several rating upgrades. They also worked diligently with the senior manager on all public offerings to ensure that the proper pre-marketing was completed and worked with their underwriting desks to provide valuable market information at the time of sale to ensure that the City’s underwriters were pricing the bonds as efficiently as possible. © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 16 TAB 3 – Experience 3. Describe Firm’s experience dealing with major rating agencies during the past two (2) years, including the extent to which governmental clients were involved. EXPERIENCE WITH RATING AGENCIES While it is the financial advisor’s job to initiate communications, assemble informational packages and presentations, organize and lead conference calls, and advise the City on the best approach to take during the rating agency process, at the end of the day it is the City that is being reviewed and graded by the rating agencies, not its financial advisor. Therefore, it is our belief that the City’s staff and, in some cases, elected officials, must take an active role when dealing with the rating agencies. After all, the strengths of the City’s elected officials, its management team and its staff will ultimately be a factor in the rating agencies’ analytical process and, given our history with the City, it is our belief that this can only be a credit positive for the City of Clearwater. Overall Experience. Since 2014, HilltopSecurities has served as financial advisor on 5,107 publicly offered bond issues nationally, totaling $188 billion in par value (source: Ipreo MuniAnalytics). Of these financings, 4,094 were rated by at least one of the three major agencies. Therefore, on average, HilltopSecurities provides financial advisory services on approximately 16 rated bond transactions each week. As a result of this vast amount of experience, HilltopSecurities has forged strong relationships with Moody’s, S&P, Fitch and Kroll, a fairly new rating agency in the municipal market. This continual “hands-on” exposure to all aspects of the ratings provides HilltopSecurities with a major advantage: an in-depth understanding of how the ratings process works and a strong insight into the typical concerns that rating agencies have with regards to general municipal government credits. Specific Experience. The City’s staff has first-hand knowledge of HilltopSecurities’ lead bankers’ ability to effectively work with rating agencies. Shortly after being hired as the City’s financial advisor in 2008, Mr. Sansbury was tasked with leading the discussions with the rating agencies as part of the City’s issuance of its Water and Sewer Revenue Bonds, Series 2009A and Water and Sewer Revenue Refunding Bonds, Series 2009B. Rather than simply providing the rating agencies with a summary presentation and hosting the industry-standard conference call, Mr. Sansbury advised the City to bring representatives from the rating agencies to the City so that they could essentially “kick the tires” of not only the City’s water and sewer system, but the City as a whole. These visits were a huge success and the rating agency representatives were extremely thankful for the opportunity to visit the City and for the in-depth information they received while on their visits. The City’s good showing resulted in strong underlying ratings of A2/AA-/A being assigned to the Series 2009 A&B Bonds, which included a first-ever rating of this credit by S&P. In 2017, HilltopSecurities’ lead bankers once again led the City through the ratings process for its water and sewer credit, which resulted in rating upgrades from both Moody’s and S&P. In January 2012, the City relied on the leadership of Messrs. Sansbury and Bugallo as it approached the rating agencies as part of the City’s issuance of Stormwater System Revenue Refunding Bonds, Series 2012. These professionals put together detailed packets of information for the rating agencies and organized conference calls with the City’s staff and rating agency representatives to discuss the economic conditions of the City, the strength of the City’s stormwater system, and the purpose of the Series 2012 Bonds. Because of these efforts, the City was able to garner underlying ratings of Aa3/AA/AA-, which included an upgrade from A1 to Aa3 from Moody’s. FA Financings # of Financings Par Amount ($B) Overall 5,107 $188.321 Rated 4,094 $182.010 Unrated 1,013 $6.311 % of Rated Issues 80.16% 96.65% Source: Ipreo MuniAnalytics (1/1/2014 - 11/26/2018) *Includes only publicly offered financings. HilltopSecurities' Experience with Rating Agencies* © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 17 CREDIT ANALYSIS In order to assist us in the ratings process, HilltopSecurities has developed quantitative models that mirror those used by the rating agencies, which have proven to be extremely accurate when attempting to predict potential initial ratings and/or ratings upgrades or downgrades. These models highlight potential credit strengths and weakness which assist our clients in developing unique and individualized credit rating strategies. In addition, Susan Kendall, a Director in the HilltopSecurities’ Boston public finance office, is the firm’s ratings specialist having over 35 years of credit experience, including serving as a senior analyst with Moody’s. Ms. Kendall will be available as needed to assist HilltopSecurities’ Florida financing team and the City during any rating process. HilltopSecurities is a licensed user of Municipal Financial Ratio Analysis (MFRA), which is Moody’s municipal finance data and analytics system. The MFRA system offers our quantitative staff unprecedented transparency into Moody’s municipal credit research and analysis. By way of the MFRA system, we gain access to Moody’s comprehensive database of standardized and comparable financial data and operating credit statistics, which is further complemented by Moody’s QRATE, a model which is able to closely predict municipal ratings given various inputs. The following is a sample of the insight provided by the MFRA system. This analysis compares the City’s water and sewer system’s operational and financial metrics against the median of other Florida water and sewer credits rated in the Aa1, Aa2 and Aa3 categories by Moody’s. Moody's MFRA Clearwater Aa1 Median Aa2 Median Aa3 Median General Entity Information Current Senior Most Rating Aa2 Aa1 Aa2 Aa3 Balance Sheet Data Total Current Cash, Cash Equivalents and Investments ($000) 55,500 82,175 53,242 26,593 Total Current Assets ($000) 64,623 113,098 63,184 33,205 Total Non-Current Assets ($000) 309,704 863,871 328,921 252,853 Total Assets ($000) 374,328 1,021,366 378,269 282,068 Total Current Liabilities ($000) 16,630 32,996 11,813 11,098 Total Non-Current Liabilities ($000) 149,468 249,895 135,199 89,432 Total Revenue Bonds ($000) 145,700 252,675 85,629 67,538 Total Long Term Debt ($000) 146,117 242,212 123,975 80,910 Debt Service Funds and Reserves ($000) 13,462 14,279 5,331 5,720 Net Funded Debt ($000) 132,655 227,934 112,446 70,704 Total Liabilities ($000) 166,097 285,650 149,532 98,113 Net Fixed Assets ($000) 257,779 813,338 286,745 187,738 Total Net Assets ($000) 209,256 548,942 259,717 168,925 Total Unrestricted Net Assets ($000) 55,757 82,772 44,487 22,198 Total Net Assets Restricted for Debt Service ($000) 13,484 14,340 8,984 7,419 Total Net Assets Restricted for Capital Projects ($000) 2,155 20,049 4,880 16,501 Key Financial Ratios Operating ratio (%) 62.2 64.4 54.4 49.6 Net Take-Down (%) 38.1 38.9 49.3 53.1 Debt Service Safety Margin (%) 22.7 27.3 33.8 34.3 Debt Ratio (%) 40.1 28.4 27.8 31.2 Total Annual Senior Lien Debt Service Coverage (x) 2.5 2.5 3.8 3.3 Total Annual Debt Service Coverage (x) 2.5 2.5 3.5 2.9 Maximum Annual Debt Service Coverage(x) 2.4 2.1 3.2 2.3 Net Working Capital as a Percentage of O&M (%) 144.2 174.6 260.4 247.1 Unrestricted Reserves as a Percentage of O&M (%) 109.5 154.6 189.8 176.1 Days Cash on Hand 399.8 564.3 692.9 642.9 Income Statement Data Total Operating Revenues ($000) 81,514 136,919 56,531 34,166 Gross Revenues ($000) 81,897 138,777 60,856 36,178 Total O&M Expenses ($000) 50,667 88,855 28,719 16,873 Depreciation & Amortization Expenses ($000) 16,083 28,669 12,085 11,136 Total Operating Expenses, Including Depreciation and Amortization ($000) 66,750 112,848 41,125 28,440 Net Revenues ($000) 31,230 50,703 30,911 21,045 Total Annual Senior Lien Debt Service ($000) 12,634 19,718 9,677 7,143 Total Annual Debt Service ($000) 12,634 23,365 9,947 7,478 Maximum Annual Debt Service ($000) 13,100 25,962 10,619 7,734 Net Working Capital ($000) 73,050 138,320 66,006 44,368 Source: Moody's Municipal Financial Ratio Analysis © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 18 TAB 3 – Experience 4. Current clients and references. a. Provide a list of current municipal clients within the State of Florida, the dollar amount of issues or other financing for respective client, and the date(s) services were provided. b. References – Identify a minimum of three (3) references in the current clients list and include contact person’s names, phone numbers, e-mail addresses, and mailing addresses. CURRENT MUNICIPAL CLIENTS HilltopSecurities currently provides financial advisory services to 59 governmental entities within the State of Florida. Since 2014, 48 of these entities have issued 163 unique debt transactions valued at a total par amount of $7.9 billion. Provided in the table below is a list of the transactions in Florida that HilltopSecurities has provided financial advisory services on since 2014: Client Sale Date Issue Description Par ($M) 06/20/18 Cap Imp Rev Note, Series 2018 2.805 08/02/17 Cap Imp Rev Note, Series 2017 2.400 04/06/16 Special Obligation Imp Rev Note, Series 2016 1.825 05/25/16 Utility System Ref Rev Bond, Series 2016 23.955 04/07/15 Cap Imp Ref Rev Bonds, Series 2015 20.250 08/22/16 CST Promissory Note 9.585 06/22/16 W&S System Rev and Rev Ref Bonds, Series 2016 44.485 10/22/15 Non-Ad Valorem Rev Bonds, Series 2015 10.580 09/23/14 Cap Imp Rev Note, Series 2014A 2.000 09/23/14 Cap Imp Rev Note, Series 2014B 0.824 09/23/14 Cap Imp Rev Note, Series 2014C (Taxable) 1.334 05/20/15 Sales Tax Rev Ref Note, Series 2015B (Taxable) 6.268 05/20/15 Sales Tax Rev Ref Note, Series 2015A 6.039 06/07/16 Cap Imp Rev Ref Bonds, Series 2016 35.750 12/04/14 Utility System Rev Bonds, Series 2014 22.215 08/18/14 Utility System BANs, Series 2014 10.000 09/08/15 Non-Ad Valorem Ref Rev Note, Series 2015 5.427 06/08/15 Ref Rev Note, Series 2014 11.205 Destin CRA 09/08/15 Harbor CRA Phase I Rev Note, Series 2015 5.709 11/30/18 Non-Ad Valorem Rev Bonds, Series 2018A (Taxable) 20.225 11/30/18 Non-Ad Valorem Rev Ref Bonds, Series 2018B 0.840 11/30/18 State Sales Tax Payments Rev Bonds, Series 2018 12.310 06/15/17 Cap Imp Rev Note, Series 2017 2.000 04/03/17 General Obligation Note, Series 2017 3.500 02/25/16 Utility System Ref Rev Note, Series 2016 10.000 03/03/14 Cap Imp Rev Note, Series 2014 1.300 08/07/18 Line of Credit Note, Series 2018 6.600 12/21/17 Airport Ref Rev Note, Series 2017 1.381 09/20/16 Marina Ref and Rev Note, Series 2016 3.528 09/20/16 Cap Imp Ref Rev Note, Series 2016 3.309 03/17/15 Utility System Sub Ref Rev Note, Series 2015 4.285 FL Comm Svcs Corp of Walton County 03/19/15 W&S Ref Rev Note, Series 2015 14.626 02/06/18 W&S Rev Bonds, Series 2018 196.035 12/06/17 Non-Revolving Line of Credit, Series 2017 13.000 04/19/16 W&S Rev and Rev Ref Bonds, Series 2016 158.930 07/22/15 General Obligation Ref Bonds, Series 2015 15.220 04/07/15 Tax Increment Rev Note, Series 2015 7.603 01/02/15 WAVE Project SIB Loan, Series 2015 20.590 11/18/14 W&S Rev Ref Bonds, Series 2014 121.520 12/12/16 Fire Service Assessment Rev Note, Series 2016 0.835 07/21/16 Non-Ad Valorem Ref Rev Note, Series 2016 24.109 12/18/14 Non-Ad Valorem Ref Rev Note, Series 2014 4.636 Destin, City of Edgewater, City of Fernandina Beach, City of Fort Lauderdale, City of Haines City, City of Dunedin, City of Deltona, City of HilltopSecurities' Florida Financial Advisory Experience (2014 - Present) Apopka, City of Charlotte County Citrus County Cutler Bay, Town of © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 19 Client Sale Date Issue Description Par ($M) Hialeah Gardens HFA 01/19/16 Rev Ref Bonds, Series 2016 52.580 02/01/17 Ref Rev Note, Series 2017B 8.595 02/01/17 Ref Rev Note, Series 2017A 6.515 02/18/16 Cap Imp Rev and Ref Bonds, Series 2016A 36.890 07/08/15 General Obligation Ref Note, Series 2015 43.922 11/14/14 W&S Ref Rev Bonds, Series 2014 47.160 10/16/15 Redevelopment Rev and Rev Ref Bonds, Series 2015 49.075 05/20/15 Redevelopment Rev Note, Series 2015 2.000 08/18/15 W&S Rev Ref Note, Series 2015 7.171 04/07/15 Limited General Obligation Ref Note, Series 2015 20.369 Longboat Key, Town of 08/22/18 General Obligation Bonds, Series 2018 5.655 12/19/17 Cap Imp Rev Note, Series 2017B 2.000 05/01/17 Cap Imp Rev Note, Series 2017 4.000 10/03/16 Transportation Imp Rev Note, Series 2016 5.900 02/15/16 Cap Imp Rev Note, Series 2016 1.313 09/25/18 Special Assessment Rev Note, Series 2018 5.050 12/14/17 Cap Imp Rev Note, Series 2017E 2.246 12/14/17 Cap Imp Rev Note, Series 2017D (Taxable) 15.033 12/14/17 Cap Imp Rev Note, Series 2017C 3.846 11/17/17 Equipment Lease Purchase Agreement, Series 2017 12.818 06/20/17 Cap Imp Rev Note, Series 2017B (Taxable) 1.896 06/20/17 Cap Imp Rev Note, Series 2017A 3.071 11/04/16 Utilities System Ref Rev Bonds, Series 2016B (Taxable) 24.625 11/04/16 Utilities System Ref Rev Bonds, Series 2016A 47.760 12/15/15 Lease Purchase Note, Series 2015 5.355 04/28/15 Equipment Lease Purchase Agreement, Series 2015 2.075 12/17/14 Gas Tax Ref Rev Note, Series 2014 23.135 08/16/18 Aviation Rev Ref Bonds, Series 2018C (Taxable) 766.815 08/16/18 Aviation Rev Ref Bonds, Series 2018B 4.185 08/16/18 Aviation Rev Ref Bonds, Series 2018A (AMT) 19.745 09/28/17 Seaport Commercial Paper Notes, Series A-1 & A-2 200.000 08/11/17 Aviation Rev Ref Bonds, Series 2017D (Taxable) 314.565 08/11/17 Aviation Rev Ref Bonds, Series 2017B (AMT) 378.870 03/21/17 Equipment Lease Purchase Agreement, Series 2017 25.737 03/07/17 Aviation Rev Ref Bonds, Series 2017 145.800 08/04/16 Aviation Rev Ref Bonds, Series 2016B (Taxable) 428.645 08/04/16 Aviation Rev Ref Bonds, Series 2016A 315.730 03/02/16 Aviation Commercial Paper Note, Series 2016 200.000 12/02/15 Solid Waste System Rev Ref Bonds, Series 2015 83.755 06/10/15 Aviation Rev Ref Bonds, Series 2015B 38.500 06/10/15 Aviation Rev and Rev Ref Bonds, Series 2015A (AMT) 498.340 12/03/14 Aviation Rev Ref Bonds, Series 2014B 162.225 12/03/14 Aviation Rev Ref Bonds, Series 2014A (AMT) 598.915 08/30/16 Toll System Ref Rev Bonds, Series 2016A 95.820 09/18/14 Toll System Rev & Ref Rev Bonds, Series 2014B 266.425 06/04/14 Toll System Rev Bonds, Series 2014A 314.045 05/08/18 Cap Imp Ref Rev Note, Series 2018 10.000 09/15/14 General Obligation Ref Note, Series 2014 10.595 09/15/14 Cap Imp Ref Rev Note, Series 2014 6.140 04/09/14 Utility System Ref Rev Note, Series 2014B 1.670 03/25/14 Utility System Ref Rev Note, Series 2014A 10.000 03/31/17 Cap Imp Rev and Ref Bonds, Series 2017 39.415 11/17/16 W&S System Rev and Ref Rev Bonds, Series 2016 21.800 04/28/16 Sales Tax Rev Bonds, Series 2016 12.960 04/30/15 W&S Ref Rev Bonds, Series 2015 67.595 11/13/14 Sales Tax Rev Bonds, Series 2014 22.165 08/19/14 Sales Tax BANs, Series 2014 6.000 03/29/17 Utility System Cap Imp Ref Rev Note, Series 2017B 9.425 03/14/17 Utility System Cap Imp Ref Rev Note, Series 2017A 10.000 HilltopSecurities' Florida Financial Advisory Experience (2014 - Present) Hollywood CRA Indian River County Longwood, City of Martin County Miami-Dade County Miami-Dade County Expressway Authority Hollywood, City of New Smyrna Beach, City of North Port, City of Ocoee, City of Okaloosa County Okeechobee Utility Authority © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 20 Client Sale Date Issue Description Par ($M) 05/07/18 Equipment Lease Purchase Agreement, Series 2018 0.306 01/17/17 Utility Rev Note, Series 2017 5.000 08/15/16 Installment Purchase Agreement, Series 2016 2.250 02/17/15 Equipment Lease Purchase Agreement, Series 2015 0.730 08/04/14 Utility System Ref Rev Note, Series 2014B 3.628 04/07/14 Utility System Ref Rev Note, Series 2014A 8.054 06/21/18 Equipment Lease Purchase Agreement, Series 2018 4.363 02/15/18 Local Option Gas Tax Rev Note, Series 2018 9.000 12/16/16 Franchise Fee Rev Ref Note, Series 2016 (Taxable) 3.983 12/16/16 Special Assessment Rev Ref Note, Series 2016 2.060 03/03/16 Utility System Rev Ref Note, Series 2016 13.190 10/15/15 Sales Tax Rev Ref Bonds, Series 2015 15.375 05/07/15 Franchise Fee Rev Note, Series 2015 4.744 03/20/14 Utility System Ref Rev Note, Series 2014 28.800 03/01/14 Local Option Gas Tax Ref Rev Note, Series 2014 3.885 01/17/17 Utility System Ref Rev Note, Series 2017 17.163 03/29/16 Utility System Ref Rev Note, Series 2016 40.193 01/21/14 Redevelopment Ref Rev Note, Series 2014 5.839 08/28/18 Infrastructure Sales Surtax Rev Note, Series 2018 15.100 04/10/18 Cap Imp Rev Note, Series 2018 16.330 09/27/16 Cap Imp Rev Note, Series 2016 3.207 09/10/15 W&S Rev Note, Series 2015 32.135 05/27/14 W&S Ref Rev Note, Series 2014 7.758 12/12/14 Utility System Ref Rev Bonds, Series 2015 23.910 12/12/14 Utility System Ref Rev Bonds, Series 2014B 56.065 08/25/14 Utility System Ref Rev Bonds, Series 2014A 27.390 Punta Gorda, City of 05/02/18 Line of Credit Note, Series 2018 24.000 Riviera Beach CRA 10/31/18 Redevelopment Rev Note, Series 2018 8.807 Sanford Airport Authority 04/10/18 Airport Facilities Rev Note, Series 2018 60.500 04/30/15 W&S Rev Ref Bonds, Series 2015B 32.025 04/30/15 W&S Rev Ref Bonds, Series 2015A 149.270 02/24/15 Sales Tax Ref Rev Note, Series 2015 29.810 05/09/14 Special Obligation Bonds, Series 2014 28.000 11/16/17 Grant Proceeds Note, Series 2017 1.000 11/08/16 Grant Proceeds Note, Series 2016 1.500 09/27/16 Promissory Note, Series 2016 0.401 10/13/15 Transportation Imp Rev Note, Series 2015 1.800 09/28/15 Cap Imp Rev Note, Series 2015 4.109 South Miami, City of 05/19/15 Cap Imp Rev Ref Note, Series 2015 4.948 12/21/17 Rev Bonds, Series 2017C 36.190 12/21/17 Ref Rev Bonds, Series 2017B 152.410 08/23/17 Rev Bonds, Series 2017 157.780 10/17/18 Cap Imp Rev Note, Series 2018 0.837 12/08/17 Cap Imp Rev and Ref Note, Series 2017 5.484 08/03/16 Infrastructure Sales Surtax Rev Note, Series 2016 11.250 03/02/16 Cap Imp Rev Note, Series 2016 1.525 12/03/14 Special Assessment Note, Series 2014 1.100 04/02/14 Cap Imp Rev Note, Series 2014 0.731 06/28/18 Cap Imp Ref Rev Bonds, Series 2018 104.636 07/01/15 Ref Rev Bonds, Series 2015B (Taxable) 34.775 07/01/15 Ref Rev Bonds, Series 2015A 48.385 09/25/14 Ref Certificates of Participation, Series 2014B 58.930 05/14/14 Ref Certificates of Participation, Series 2014A 58.645 02/27/18 Rev Note, Series 2018 20.000 09/15/17 Term Loan, Series 2017 63.359 UCF Foundation 05/10/17 Promissory Note, Series 2017 7.540 UCF Golden Knights Corporation 12/19/14 Certificates of Participation, Series 2014 4.010 11/06/15 Ref Rev Bonds, Series 2015B (Taxable) 10.250 11/06/15 Ref Rev Bonds, Series 2015A 33.995 Tampa Hillsborough Expressway Authority Tavares, City of UCF Convocation Corporation UCF Finance Corporation UCF Stadium Corporation HilltopSecurities' Florida Financial Advisory Experience (2014 - Present) Palm Bay, City of Palm Coast, City of Panama City, City of Peace River/Manasota Regional Water Supply Auth Seminole County South Daytona, City of Oviedo, City of © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 21 In addition to the financial advisory clients of the firm, HilltopSecurities’ lead bankers provided financial advisory services to the City and to Broward County over the past several years. Provided in the table below is a list of this experience since 2014: REFERENCES Provided below are five Florida municipal clients that the City should contact to verify the high level of services that HilltopSecurities provides when serving as financial advisor. City of Dunedin Les Tyler Finance Director 750 Milwaukee Avenue Dunedin, Florida 34698 (727) 298-3060 ltyler@dunedinfl.net Town of Longboat Key Susan Smith Finance Director 501 Bay Isles Road Longboat Key, Florida 34228 (941) 316-6882 ssmith@longboatkey.org City of New Smyrna Beach Pam Brangaccio City Manager 210 Sams Avenue New Smyrna Beach, Florida 32168 (386) 424-2108 pbrangaccio@cityofnsb.com City of Palm Bay Yvonne McDonald Finance Director 120 Malabar Road SE Palm Bay, Florida 32907 (321) 952-3418 yvonne.mcdonald@palmbayflorida.org Broward County Stephen Farmer Assistant Chief Financial Officer 115 S. Andrews Avenue, Room 513 Fort Lauderdale, Florida 33301 (954) 357-7246 sfarmer@broward.org Client Sale Date Issue Description Par ($M) Verona Walk CDD 03/15/18 Cap Imp Rev Ref Note, Series 2018 7.677 Villagewalk of Bonita Springs CDD 01/16/18 Cap Imp Rev Ref Note, Series 2018 8.382 Wauchula, City of 09/30/16 Utility Ref Rev Note, Series 2016 2.732 48 Clients 163 Financings 7,922.226 Source: HilltopSecurities' Internal Database HilltopSecurities' Florida Financial Advisory Experience (2014 - Present) Client Sale Date Issue Description Par ($M) 03/07/18 Non-Ad Valorem Ref Rev Note, Series 2018 (Taxable) 5.170 09/22/16 Pro Sports Facs Tax and Rev Ref Bonds, Series 2016 71.990 06/24/14 Sub Port Facs Ref Rev Bonds, Series 2015 35.735 09/07/17 W&S Rev Ref Bond, Series 2017B 29.080 01/27/17 W&S Rev Ref Bonds, Series 2017 69.270 12/09/14 W&S Rev Ref Bond, Series 2014 27.520 08/15/14 Stormwater Rev Ref Bond, Series 2014 5.450 2 Clients 7 Financings 244.215 Source: HilltopSecurities' Internal Database Clearwater, City of HilltopSecurities' Lead Bankers' Florida Financial Advisory Experience (2014 - Present) Broward County © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 22 TAB 4 – Demonstrated Knowledge 1. Explain the general financial character and environment currently impacting Florida municipalities. The general financial character and environment currently impacting Florida municipalities varies significantly given the diversity within this group in terms of demographics, geographic region, financial position and political climate. Larger and more populous municipalities tend to face greater challenges with regards to affordable housing, transportation/infrastructure needs, and pension and/or OPEB unfunded liabilities. Many coastal municipalities face unique challenges such as rising sea levels, stormwater management, beach erosion/restoration costs, general hurricane protection, and higher financial liquidity needs to sustain operations during emergencies and to manage through the timing of FEMA or other state, federal, or insurance reimbursements. Rural and suburban municipalities, mostly located inland, struggle with balancing the need to expand the tax base via economic development initiatives with managing growth in a manner that expands infrastructure accordingly, protects environmental sensitive areas, and appeases current residents. HilltopSecurities currently serves as financial advisor to 59 Florida municipalities encompassing a wide range of governmental entities, from large urban coastal population centers like Fort Lauderdale to small rural inland cities such as Wauchula. Needless to say, the financial character and challenges facing clients such as Longboat Key or Fernandina Beach are drastically different than those of fellow clients Oviedo or Ocoee; however, the following general characteristics are current and/or applicable to many of the Florida municipalities that we work with:  Fundamentally Sound Financial Position. The financial position of Florida municipalities has improved considerably over the past 10 years. General Fund unassigned/undesignated reserves and liquidity levels have stabilized and then strengthened in recent years as property values continue to recover. These levels are now approaching, or in many cases surpassing, the pre-recessionary levels of last decade. The City’s unassigned General Fund balance and liquidity of around $30 million per its FY 2017 audited financials is an indication of such improved financial position. For most of our clients, operating budgets remain tighter than what they were in past decades and operating millage flexibility remains adequate. For the City’s 2018/2019 operating budget, the City approved a millage of 5.955 mills, an increase of 0.8 mills. While the newly approved millage is still well below the 10-mill statutory limit, this marks the first millage increase for the City since 2009.  State Legislative Initiatives/Ballot Measures. Recent as well as future Florida legislative initiatives/ballot measures remain at the forefront of Florida municipalities. In the November 2018 mid-term elections, there were a number of ballot issues with potentially significant financial implications to Florida municipalities. While Amendment 1 failed to pass, which had an estimated aggregate impact of $650 million to local Florida governments, Amendments 2 and 5 did pass. Amendment 2 permanently extends the cap on non-homestead property. This Amendment will have a greater impact on Florida municipalities with significant exposure to non- homestead properties like second homes or investment properties, as well as large commercial sectors, than traditional suburban bedroom communities with minimum or limited commercial activity. Although Amendment 5 does not impose direct tax limitations on local governments, the super-majority required at the State level in order to raise taxes or certain fees limits the State’s budgetary ability to adjust to economic down-cycles or emergencies and therefore could impact revenue sharing with local governments.  Challenging Labor Market. The U.S. unemployment rate remains at 3.7%, tied for the lowest percentage in nearly five decades. The tight labor market presents two distinct but growing concerns for municipalities. First, finding qualified candidates to fill existing or new positions remains extremely difficult and competitive. Whether a municipality is looking for an entry level accountant/analyst, laborer, or department manager, the results are often the same. Even after conducting national searches, municipalities and local governments are struggling to attract talent to replace retirees or meet their growing needs. If this trend in the labor market continues, coupled that with an aging baby-boom workforce, there will be a large loss in institutional knowledge that unfortunately will not be passed on from one working generation to the next. More importantly, at some point © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 23 down the road, residents could face a decline in services and the municipalities themselves could face higher operating expenditures from higher wages needed to retain existing personnel and attract new candidates. Secondly, a tight labor force makes it difficult for municipalities to secure construction contractors, trade workers, engineers, design/architects and other skilled professionals needed to complete large scale capital projects. The additional time required to secure such services puts pressure on costs extending from higher wages to potentially higher financing costs.  Deferred Maintenance and Infrastructure Projects. Most Florida municipalities and local governments will attest that there has been a recent lack of investment in infrastructure, which has led to capital improvement programs becoming more reactive than proactive. Nearly a decade after the last recession/financial crisis, a large percentage of critical projects remain in the pipeline despite the continued pressure put on these assets and/or systems from population and development growth. In certain cases, the large scale nature and costs of these projects are well beyond the means of a municipality and therefore, some level of commitment and assistance will be needed from state and federal agencies. Current and past administrations have created federal funding programs such as the Transportation Infrastructure Finance and Innovation Act (TIFIA) or Water Infrastructure Finance and Innovation Act (WIFIA) to assist with the backlog. These types of financing programs typically offer below market interest rates to municipalities and are often secured with a subordinate lien, but the length of the application process, award, and reimbursement (typically requires interim financing) as well as other stipulations relating to fair wages (Davis-Bacon Act) and buying domestic steel, parts and components, can lead to a more costly project when all is said and done.  Pension / OPEB Funding. Many Florida municipalities that administer their own pension systems and OPEB accounts continue to see unfunded liabilities grow, albeit at a slower pace due to the recent rise of investment earnings. This is a major concern of rating agencies and investors amidst the highly coveted problems identified in Illinois and in other state and local municipal governments throughout the country. In the case of the City, its two self-administered pension systems are fully funded, a rarity for a local government of its size in the current environment. Overall, the City benefits from strong and conservative management practices that are reflected in the financial position of the General Fund and the enterprise funds. The increase in operating millage for the 2018/2019 budget year not only shows the fortitude of management in maintaining structurally balanced budgets, but most importantly, the political will to raise taxes in order to meet the needs of the community by ensuring the financial viability of the City. © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 24 TAB 4 – Demonstrated Knowledge 2. Describe innovations your firm has developed or been involved with related to tax-exempt security issues – outlining the problem, solution, and results. Provided below are case studies for several instances in which HilltopSecurities (or HilltopSecurities’ lead bankers’) worked with local Florida issuers on innovative solutions to their financial problems. While not all of these resulted in the issuance of tax-exempt debt, they speak to HilltopSecurities’ ability to work on projects that may be more complicated and need more individualized attention than a standard fixed rate debt issuance. Case Study: City of Clearwater, Florida Project Description: Debt Service Reserve Fund Release Role: Financial Advisor Overview/Problem: Prior to 2014, the City’s Water and Sewer Revenue Bonds were secured by an aggregate debt service reserve fund (“DSRF”), meaning the City was legally required to set aside funds equal to the maximum annual debt service on all of the City’s outstanding Water and Sewer System Revenue Bonds. In 2014, the amount set aside in the DSRF was $13.7 million. When the City’s original ordinance was written in 1984 (the “1984 Ordinance”), funding a DSRF of this type was the norm for essential service credits. However, as investors got more and more comfortable with these types of credits, especially ones rated in the “AA” category like that of the City, these types of security requirements were either replaced with less stringent requirements or deleted all together. Unfortunately, the City’s legal framework under the 1984 Ordinance did not allow for such a change or deletion. Solution/Results: Prior to issuing its Series 2014 Bonds, the City approved Ordinance No. 8620-14 which amended the 1984 Ordinance and allowed the City to choose to fund a DSRF on a deal-by-deal basis (rather than an aggregate basis) and at $0 if it so chooses. However, these new provisions did not take effect immediately due to a provision in the 1984 Ordinance which required two-thirds of the existing bondholders and any outstanding bond insurer on the Water and Sewer Revenue Bonds to agree to the new provisions before they were initiated. As part of City’s 2014 and 2017B bank loans and its 2017 bond financing, the new DSRF language was included in the financial documents so that any investor who purchased these loans/bonds was automatically agreeing to the new DSRF language. In addition, in correlation with the 2017 bank loan financing, Assured Guaranty, who provided credit enhancement on the City’s outstanding Series 2003 Bonds, was approached and gave their consent to the new DSRF language. All of this effort resulted in the City being able to release $5.4 million of cash sitting in the DSRF, which was brought into the Series 2017B financing to downsize the transaction and thereby significantly decrease debt service paid over the life of the loan. In addition, now that the City’s Series 2009B Bonds matured on December 1, 2018, another $5.2 million in cash can be released from the DSRF which can be used for any legally available purposes, per bond counsel approval. Case Study: City of Dunedin, Florida Project Description: Maximizing Financial Flexibility with CB&A Backed Debt Role: Financial Advisor Overview/Problem: HilltopSecurities served as the financial advisor to the City of Dunedin on the sale of Taxable Non-Ad Valorem Revenue Bonds, Series 2018A (the “Taxable Series 2018A Bonds”), Non-Ad Valorem Refunding Revenue Bonds, Series 2018B (the “Series 2018B Bonds”), and State Sales Tax Payments Revenue Bonds, Series 2018 (the “State Sales Tax Series 2018 Bonds”), which were brought to market on November 29, 2018. The Taxable Series 2018A Bonds and State Sales Tax Series 2018 Bonds were sold to provide a portion of the funds necessary to construct improvements to the City’s Major League Baseball spring training facilities, which house the spring © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 25 training and Minor League Baseball operations of the Toronto Blue Jays (the “Team”). The Taxable Series 2018A Bonds were used to fund private use projects at the facilities. As agreed upon by both parties involved, the City will receive annual capital payments from the Team for 25 years to cover debt service payments sufficient to generate $20 million in funding for the project. Solution/Results: In order to keep interest rates and debt service payments low, the City secured its Taxable Series 2018A Bonds with a covenant to budget and appropriate (CB&A) from legally available non-ad valorem revenues of the City. To provide additional future financing flexibility, HilltopSecurities advised the City to structure the Taxable Series 2018A Bonds without an anti-dilution test, a security covenant usually included in CB&A bonds that would require the City to meet certain coverage tests before issuing additional non-ad valorem backed debt in the future. In order to do this and eliminate the City’s existing anti-dilution test, the City needed to refund its outstanding Non-Ad Valorem Revenue Note, Series 2013 (the “Series 2013 Note”), as the Series 2013 Note’s covenants contained a restrictive anti-dilution test. The Taxable Series 2018A Bonds and the Series 2018B Bonds were both sold with no anti-dilution test, yet still received an AA+ rating from S&P, which was on par with the City’s implied general obligation rating. The Taxable Series 2018A Bonds were sold at an all-in TIC of 4.62% and the Series 2018B Bonds were sold at an all-in TIC of 3.22%. It is our belief that this was one of the first public issues completed in Florida secured only by a CB&A without the inclusion of anti-dilution covenant, and which received no credit rating penalty. The State Sales Tax Series 2018 Bonds were sold to finance public use portions of the spring training facility. These bonds are secured by a distribution of the State of Florida’s sales tax revenues that are earmarked specifically for spring training facilities. The State has agreed to distribute $83,333 monthly for a period of 20 years to the City to fund capital improvements to the stadium, which will pay debt service on the State Sale Tax Series 2018 Bonds. Because of this strong security backing, these bonds were sold at a coverage ratio of just over 1.00 times debt service and with no debt service reserve fund in order to maximize the amount of proceeds that could be generated to fund the public use project. The State Sales Tax Series 2018 Bonds received an Aa2 rating from Moody’s and were sold at an all-in TIC of 3.66%. Case Study: Broward County, Florida Project Description: Operating/Licensing Agreement Negotiations with Florida Panthers Role: Financial Advisor Overview/Problem: The NHL’s Florida Panthers (the “Team”) is the primary tenant, and via a subsidiary, the operator of Broward County’s BB&T Center which was built in 1989. In 2014, the Team’s new ownership and the NHL approached Broward County to renegotiate the existing operating/licensing agreements which obligated the Team to occupy the facility through the term of the contract which is coterminous with the final maturity of the outstanding debt issued to finance the facility. Although the contracts were enforceable and did not allow for relocation, recent bankruptcy court rulings with respect to professional sport franchises had established precedence for allowing franchises to relocate with little-to-no financial repercussions in the case of large operating losses. Solution/Results: In September 2014, Broward County engaged Messrs. Bugallo and Sansbury to assist in conducting financial risk assessments and negotiating with the Team and the NHL. At their recommendation and with the County’s approval, a professional sports consultant was also hired as a sub-contractor in order to provide expertise with regards to franchise valuation, comparison of lease terms and costs of all NHL teams, and identifying potential tenant replacements should Broward County allow the Team to relocate. After thorough due diligence of the Team’s financial position, identification and financial evaluation of all available options, and risk assessment of all potential non-quantitative and legal outcomes, the County’s management and Board of County Commissioners determined that it was in the best interest of Broward County to negotiate the best possible terms given certain limitations on the amount of tourist development tax revenues to be used for such purpose. © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 26 In December 2016, the Board of County Commissioners approved amendments to the operating/licensing agreements which were presented to each of the commissioner’s individually under strict Sunshine Laws. Broward County was willing to reallocate a portion of its tourist development tax revenues to assist the Team for an agreed upon period but was concerned that if the subsidy was not enough, the Team could still relocate. To protect Broward County, the financial advisory team not only tightened the language in the agreements with regards to termination options and penalties, but more importantly, suggested that the County request a direct-pay letter of credit be in place for the duration of the subsidies in the cumulative amount of the subsidies. In the case of a breach of contract, the County would have the right to draw on that letter of credit in the amount of all cumulative subsidies in addition to other termination fees and payments due from the Team and the NHL. The letter of credit is further protected from bankruptcy court as it is issued directly on the Team owner’s name rather than the franchise or any other business or subsidiary. As part of this process, the County refunded its Professional Sports Facilities Tax and Revenue Refunding Bonds, Series 2006A for significant debt service savings. Case Study: Miami-Dade County, Florida Project Description: Updating Financing Documents and Management of Significant CIP Role: Financial Advisor Overview/Problem: In August 1995, HilltopSecurities was retained as financial advisor for Miami-Dade County’s Aviation Department (“MDAD”), which operates the Miami International Airport (the “Airport”), general aviation airports, a training and transition airport, and other assets on behalf of Miami-Dade County. The Miami-Dade County Board of County Commissioners approved a new Airport Master Plan envisioning capital improvements of $2.7 billion in 1994 to modernize the Airport facilities, support the changing airline industry, increase Airport capacity, accommodate changes in aircraft, and include numerous betterment projects for all the County-owned airports. Hilltop’s initial challenges were to i) modernize the existing governing documents, ii) develop a financial model for the new capital improvement program (“CIP”), and iii) restructure the County’s debt. MDAD’s existing financing documents consisted of two separate bond indentures (one which was created in 1954), supported by two separate revenue streams. These documents did not allow for short-term interim financing vehicles, such as commercial paper notes or bond anticipation notes, the use of surety policies in lieu of cash funding the debt service reserve fund, and many other features found in more modern bond documents. Additionally, the Airline Use Agreement would need to be conformed according to the changes being made in the trust indentures. In addition, MDAD’s over $6 billion CIP consisted of capital costs to be funded through FY 2015 with a majority of the improvements to the Airport’s terminal and concourse facilities. A program of this magnitude offered a challenge in striking a balance between managing annual rates and charges and achieving the lowest overall borrowing cost. Solution/Results: HilltopSecurities assisted MDAD in amending, restating, and consolidating its financing documents, as well as in obtaining the approval of the major airlines operating at the Airport. HilltopSecurities also assisted MDAD in developing its short-term and long-term financing plan. We created detailed debt models to analyze which Airport projects could be financed with non-AMT bonds as opposed to AMT bonds, in order to take advantage of the rate differential between the two types of debt. Additionally, our database of MDAD’s outstanding debt issues permitted us to monitor and model numerous refunding and restructuring scenarios around their unique debt pattern, as well as to develop debt service projections for alternative CIP construction schedules. In 2015, HilltopSecurities assisted MDAD with the development of a financing plan and the initial financing under its new Terminal Optimization Program (“TOP”). Originally envisioned in two phases, the TOP was merged in 2017 in order to meet the changing facility needs and expedite projects originally envisioned for the second phase. The TOP program now totals $1.45 billion, and is anticipated to be funded from sources including long-term bonds, grants, and other funding sources. In July 2015, we assisted MDAD in capturing refunding savings and obtaining a portion of the capital funding for the TOP through the issuance of bonds. Through combining the new money with the refunding, MDAD was able to partially offset the debt service on the new TOP funding while achieving © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 27 economies of scale on the issuance. In 2016, we assisted MDAD in successfully implementing a commercial paper program that would provide interim funding for the TOP. Given the extended TOP funding schedule as well as the non-debt project funding sources, the CP program has provided MDAD with a cash flow financing tool while serving as a vehicle to layer in additional long-term debt financing over time based upon actual construction funding needs. Today, HilltopSecurities continues to assist MDAD in developing and refining the future financing program for the TOP. Case Study: Seminole County, Florida Project Description: Forward Refunding Bonds Role: Financial Advisor Overview/Problem: Seminole County issued $149,270,000 Water and Sewer Revenue Refunding Bonds, Series 2015A in order to refund the then outstanding Water and Sewer Revenue Bonds, Series 2006. The Series 2006 Bonds were “new money” bonds and therefore, at that time, could be advance refunded prior to their initial call date. At the same time, Seminole County issued $32,025,000 Water and Sewer Revenue Refunding Bonds, Series 2015B to refund the then outstanding Water and Sewer Revenue Refunding Bonds, Series 2005. The Series 2005 Bonds were originally issued to advance refund prior debt, therefore these bonds could not be advance refunded with tax-exempt debt, meaning any refunding of these bonds needed to close within 90 days of the Series 2005 Bonds’ call date of October 1, 2015. With over two months until the Series 2005 Bonds were eligible to be current refunded, the County had the following options: 1) issue taxable refunding bonds at rates significantly higher than those available in the tax-exempt market, 2) issue tax-exempt refunding bonds with a forward delivery, which would require additional documentation that would include “out clauses” that create closing risk for the County, or 3) wait to issue the Series 2015B Bonds, requiring the County to take on interest rate risk and forcing the County to have to separate pricing which could be time consuming and costly. With a volatile fixed income market, the County desired to enter the market quickly to avoid any further rise in interest rates. Solution/Results: To provide the County with maximum flexibility at the time of pricing, the financing team structured the advance refunding of the Series 2006 Bonds and the extended delivery current refunding of the Series 2005 Bonds (approximately 10 weeks between pricing and closing) under separate offering documents. Instead of proceeding with a traditional “forward refunding” structure on the Series 2015B Bonds which adds complexity and risk to the County, HilltopSecurities urged the underwriting team to use standard bond purchase agreement terms with no investor letters or other unique requirements. The County was able to price both the Series 2015A and 2015B Bonds on the same day while market conditions were still favorable. The successful pricing of these bonds resulted in over $29 million in gross savings, or $21.5 million in savings on a present value basis. The documentation flexibility allowed the County to price two weeks earlier than originally planned which proved to be extremely beneficial given that tax-exempt MMD yields and applicable spreads rose significantly (10-20 basis points) in the weeks that followed pricing. © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 28 TAB 4 – Demonstrated Knowledge 3. For a unique facility program, explain the firm’s approach to the following: a. Indicate the steps your firm would follow in developing a financing plan and the corresponding duties and responsibilities the firm would assume. b. Describe the technical and legal support services available to your firm and how they would be utilized in the formulation of the financing plan. c. Indicate the extent to which your firm would consider alternatives to traditional municipal bonds in developing the financial plan; describe in detail your firm’s related experience, identify firm members and other personnel involved in successfully designing and implementing alternative financing for municipal clients. d. Describe typical circumstances under which the firm would recommend competitive versus negotiated sales of debt issues. Indicate the role your firm would play as financial advisor under each method of sale. Describe your firm’s experience with each method of sale. e. Indicate the activities your firm would undertake in facilitating the sale and marketing of the City’s debt issue. Describe in detail related experience with such activities. f. Describe the duties and responsibilities the firm would perform and assume in a refunding operation for purposes of refinancing the City’s existing debt. Indicate the firm’s experience in this area. DEVELOPMENT AND EXECUTION OF A FINANCING PLAN The financial advisory role can vary significantly depending on the needs and preferences of each individual municipality. HilltopSecurities’ goal during the financial advisory process is to serve as an extension of the City’s management team, working alongside the City’s staff to make the financing process as seamless as possible. Provided below are a few of the roles/duties that HilltopSecurities will perform during a typical financing process: A. Determine the Task at Hand − Meet with the City’s staff to determine exactly what the City’s financial needs are and discuss the best financing alternatives available. − Analyze the City’s revenue and expenditure projections and future financing plans to make sure that any additional debt fits into the City’s long term plans. − Review cash-flow (revenue) projections and/or feasibility reports associated with any “new money” project. − Review debt service savings alternatives associated with the refinancing of outstanding debt. B. Analyze Potential Funding Sources and Financing Alternatives − Work with the City to identify all possible funding sources (e.g. federal and state programs, cash-on-hand, bank loans, bonds, and interim short-term financing) for new projects and refunding opportunities. − Prepare a comparative analysis of alternative funding options from both a quantitative and qualitative perspective. − Identify and provide recommendations as to the most appropriate revenues to pledge for a particular financing in order to not only obtain the best credit ratings and lowest possible borrowing cost, but also ensure future operating and capital funding flexibility. − Provide various bond amortization scenarios such as level debt service, accelerated debt service, and wraparound debt service. − Prepare pro forma debt service coverage schedules. − Make a recommendation as to a revenue pledge and financing source based on the due diligence completed above. − Consult with the City’s legal team early in the financing process to address any potential concerns regarding the potential funding source. © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 29 C. Coordinate with Other Team Members − Develop a time schedule for the financing. − If necessary, assist the City in preparing bids and/or requests for proposals for services such as underwriter, bank loan provider, paying agent/escrow agent/registrar, verification agent, and printer. − Assist, as requested, in the selection process of these entities. − Prepare a distribution list of the working group. − Coordinate an initial “kick off” conference call with the financing team to address the proposed time schedule, tasks, requirements, and responsibilities. − Act as the “point person” that team members can go to with questions during the financing process. D. Assist with Preparation of Offering and Legal Documents − Lead discussions with financing team with respect to terms and provisions of specific financing documents such as resolutions, ordinances, trust indentures, and various offering documents (e.g. preliminary and final official statements, continuing disclosure certificates, and escrow agreement). − Provide not-to-exceed and other parameters for bond documents allowing maximum flexibility at pricing. − Assist the City in obtaining, preparing, and formatting information required for the preliminary (and final) official statement. − When applicable, review any feasibility reports or market studies to make sure information is consistent with what is disclosed in the offering document. E. Lead Credit Ratings (and Credit Enhancement) Process − Prepare and submit an informational package to the rating agencies and bond insurers, if necessary, well ahead of scheduled conference call or face-to-face meeting. − Work with the City and its senior manager in creating a ratings presentation designed to facilitate in-depth discussions with the rating agencies. − Review all pertinent information concerning the credit and hold discussions with the City prior to any ratings call/meeting in order to review anticipated questions and/or areas of concern. − Act as the liaison between the City and the rating agencies after initial call/meeting to facilitate the exchange of information and answer any follow-up questions. − Review and provide comments to draft ratings reports prior to their release. F. Provide Pricing Advice − Provide first-hand market feedback to the City and senior manager with respect to such items as overall market conditions, potential economic reports that could affect pricing, and current investor preferences with regards to coupon/yield structures. − Coordinate with senior manager to make sure all co-managers are informed of the timing and structure of the bonds for pre-marketing purposes. − Assist the City in discussions with the senior manager with regards to pricing items such as underwriter liabilities, sales commissions, and priority of orders. − Continually monitor market conditions and work with the senior manager to adjust the pricing date based on what is perceived to be the most appropriate time to enter the market. − Actively monitor the order period and advise the City with respect to orders and allotments to make sure that that all co-managers efforts are rewarded appropriately via the allotment process. − Shadow all final pricing numbers provided by the senior manager to ensure that there are no errors and/or discrepancies. G. Post-Pricing Services − Prepare and/or review closing memorandum (wire transfer instructions). − Review all closing documents for their accuracy. © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 30 − Schedule pre-closing meeting so that all documents may be executed in a timely and efficient manner. − If necessary, brief the Mayor, City Manager, and City Council on the sale of the bonds and/or alternative financing. TECHNICAL AND LEGAL SUPPORT SERVICES HilltopSecurities has the technical capability and experience required to assess virtually every type of financial structure contemplated by a government issuer or conduit borrower, and we offer a distinctly different approach to providing technical services through the utilization of a senior level quantitative group. Therefore, we are able to run scenarios that quantify the benefits and costs of various structuring considerations, such as: fixed versus variable rate debt, credit enhancement, optimal call dates and prices, desired maturity dates, premium versus discount bonds, and serial versus term bonds. HilltopSecurities is able to prepare cash flow forecasts that will enable the City to evaluate the annual debt service requirements associated with alternative financing structures. For the most common types of design analysis, HilltopSecurities will:  Produce cash flow models with the flexibility to calculate bond capacities based on debt service installments; utilize forecasted revenues, expenditures and growth factors; model construction drawdowns and interest earnings; and project user charges.  Size a financing including allowance for capitalized interest, construction costs, escrow requirements, insurance costs, interest earnings, issuance costs and reserve funds.  Structure a payment amortization to a tailored schedule based on projected revenue and expenditure constraints.  Defease outstanding debt utilizing a state-of-the-art software that structures an optimal escrow fund; structure new or refunding debt on a level, front-loaded or back-loaded savings basis.  Calculate the issue price to the public and using this price, calculate the arbitrage yield as defined by the Tax Reform Act of 1986.  Calculate true interest cost and provide present-value schedules for use in evaluating bids or modeling present values of cash flow projections.  Devise debt capacity models that can be used to detail the issuer’s existing debt service requirements; forecast proposed debt service requirements; and project the impact of the proposed requirements on financial ratios.  Develop debt service schedules accommodating serial and term bonds, discount and premium bonds, and potentially variable rate and synthetic fixed rate debt.  Provide refunding analysis, which can be used to illustrate savings on a gross basis or a present-value basis of refundings. Provide sensitivity to interest rate movement and maturity-by-maturity analysis. Financial Models. HilltopSecurities’ quantitative professionals have extensive financial modeling experience. As requested by clients, we have developed complex capital planning models to assist our issuers in the long-range planning for capital programs. Our skill with commonly utilized programs, such as Microsoft Excel, allows us to develop multifaceted models that are able to be shared with clients and customized for a particular need. HilltopSecurities’ approach to providing financial advisory services centers on detailed analysis and continuous technical support during the planning process and throughout each transaction. Our financial models help quantify the benefits and risks of any proposed financing or program. We want our clients to have total confidence in the final transaction structure and to be assured that all options are analyzed thoroughly. Technical Resources. HilltopSecurities currently employs highly skilled individuals who maintain HilltopSecurities’ nationwide network, build or otherwise devise software and other department solutions and maintain daily © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 31 information technology operations. Such extensive personnel resources make it possible for our firm to have state- of-the-art hardware, software and networking capabilities. The software packages HilltopSecurities utilizes include DBC Finance, MUNEX Advanced Decision Support Software for Public Finance and Financial Management Systems, Micro-Muni Debt Refund and Sizing, and Microsoft Excel. Occasionally, specific software is built on a contract basis for clients should the complexities of transactions exceed the capabilities of the standard software packages. HilltopSecurities maintains proprietary models for the evaluation of derivative structures and investments. In addition to the software that directly supports the public finance effort, HilltopSecurities subscribes to Bloomberg, Telerate, Dalnet and Thomson Reuters providing current financial information utilized in our business. Legal Expertise. As a financial advisor, HilltopSecurities does not provide legal advice to our clients. However, we work closely with our clients’ internal and external counsel in developing the appropriate plan of finance. This typically includes evaluation of Florida statutory requirements for a particular financing or refinancing, ability to pledge certain revenues, requirements for refunding, and federal tax regulations, among others. Our significant experience working with numerous counsels throughout the State of Florida allows us to easily create a good working relationship with our clients’ legal team which includes bond counsel, disclosure counsel, and internal counsel. Given our long history serving municipal issuers, we have garnered a significant amount of experience with tax- exempt issuance and the requirements associated. Using this experience, we work closely with our clients’ bond and tax counsel to appropriately structure a particular financing in order to comply with tax-exempt regulations. ALTERNATIVES TO TRADITIONAL MUNICIPAL BONDS By hiring HilltopSecurities as its financial advisor, the City can rest assured that they are retaining a firm that is 100% committed to finding the financial product that best suits the financial needs of the City while taking into account such considerations as timing, overall cost, investor availability, and potential effect on credit ratings. This can only be done by reviewing all possible financial solutions and alternatives, both traditional and unique. Some of the financial products that the HilltopSecurities professional team who will be working with the City have worked with in the past that could be beneficial to the City in the future include, but are not limited to:  Pay-as-you go financings  State and/or federal grants  State revolving funds  Commercial paper  Letters/lines of credit  Equipment lease purchase agreements  Bond/tax/revenue anticipation notes  Bank loans  Traditional tax-exempt/taxable municipal bonds in either a fixed or variable rate mode  Non-traditional tax-exempt/taxable products (i.e. floating rate notes, put bonds, CABs, convertible CABs, etc.)  Synthetic products Each of these financing products has advantages and disadvantages that change depending on the market at the time of pricing and the characteristics of the financing in question. In a volatile market and one in which interest rates are rising, pay-as-you-go financing may be the best financing option when expendable cash is available. Before cash is used to fund projects however, HilltopSecurities will perform a cost-benefit analysis to determine if using the cash is in the best interest of the City given possible alternative uses and given the decrease in liquidity that will occur once the cash has been spent. State and federal grants are great sources of funds, but are available on a very limited basis, take a considerable amount of time to apply for and receive, and can include stipulations that can be costly and time consuming. Synthetic products are fundamentally riskier than most traditional financing © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 32 methods, but have the potential to produce greater savings than a traditional refunding or produce a lower long- term interest rate than a traditional new money transaction. HilltopSecurities advises the City only use synthetic products when all risks have been disclosed and discussed thoroughly and it has been determined that the benefits far outweigh the risks. One popular method of financing that is being completed more frequently in the current market is a commercial bank loan. In many instances in today’s market environment, commercial banks are providing a lower all-in cost on their loans than investment banks can offer on similar transactions through a public bond sale. This is especially true of smaller loans (under $50 million) that take advantage of the short-term side of the yield curve and have a final maturity of less than 15 years. These loans are often secured by the issuer’s covenant to budget and appropriate from all legally available non-ad valorem revenues, but can also be secured by enterprise fund revenues such as revenues from a water and sewer system, stormwater system or solid waste system. When entering into a bank loan, HilltopSecurities will educate the City’s staff on some of the “hidden risks” associated with bank loans, including the risk that a change in marginal or Federal tax rates could alter the interest rate paid by the City. HilltopSecurities works with thousands of clients nationwide and has therefore worked with every type of financing tool imaginable. Mr. Sansbury has worked specifically with the City on its issuance of five different bond financings and seven bank loan financings. Mr. Sansbury also helped the City pay off two bank loans early by leading discussions with the bank and negotiating the payoff amount. Mr. Bugallo has considerable experience with not only traditional fixed rate loans, but also with variable rate debt such as variable rate demand bonds, short term notes, commercial paper, various types of derivative transactions and investment products. Our firm’s quantitative staff, underwriters and credit strategists have significant experience with unique financing mechanisms and will we will put this experience to the test in providing the City with the most effective financing alternative available. COMPETITIVE VS. NEGOTIATED SALE HilltopSecurities has a tremendous amount of experience working on both competitive bids and negotiated sales in the municipal bond market. Since 2014, HilltopSecurities has served as financial advisor on 2,716 competitive transactions, totaling $45 billion in par value, and 2,381 negotiated transactions, totaling $143 billion in par value (source: Ipreo MuniAnalytics). Our experience with each of these sale methods provides us with the necessary expertise to inform our clients of the various factors that must be considered under both a competitive bid and negotiated sales process. When choosing between a competitive bid and a negotiated sale, each potential transaction should be evaluated independently. Provided below is a brief overview of each sales approach: Competitive Bid:  Underwriting team (syndicate) chosen on day of pricing based on bid results.  The City can set parameters to financing but has little say in interest rates and terms of bids.  Once announced, the date, time, size and structure of the transaction cannot be easily changed.  Underwriter’s discount is imputed in the bid and takedown can be high due to underwriting risk.  Cost is likely higher during volatile markets and with more complex credits. Bid Type # of Issues Par ($B) Avg Deal Size ($M) Competitive 2,716 $45.088 $16.601 Negotiated 2,381 $142.915 $60.023 Total 5,097 $188.003 $36.885 Source: Ipreo MuniAnalytics (1/1/2014 - 11/26/2018) *Includes only publicly offered financings. HilltopSecurities' National Financial Advisory Experience* © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 33 Negotiated Sale:  Underwriting team (syndicate) is pre-selected by the City.  The City and its financial advisor negotiate the rates and terms of the financing prior to actual sale.  Size and structure of the transaction can be amended, at least partially, up until pricing date.  Pricing date can be adjusted easily due to volatility in the market or other factors.  Underwriting spreads may be smaller since there is less uncertainty and risk involved in the process. Certain factors that can influence the determination of which sales approach is ideally suited for a particular issuance can include debt structure, credit quality, market conditions at the time of pricing, characteristics of the issuer itself, and policy considerations of the issuer. The table below highlights factors that may lead an issuer to choose one sale method over the other: Competitive Bid Process. In general, competitive bids are best utilized for highly rated, new money bond issues for municipalities that are in the market frequently and that are issuing bonds backed by an easy-to-understand credit. The most obvious example of a good use of a competitive bid is for voter approved general obligation bonds sold for new money projects in a relatively favorable and/or stable market environment. HilltopSecurities helps our clients understand the cost of different structures, call dates and couponing when working on a competitive transaction by mock bidding each reasonable alternative. By having our desk mock bid several different alternatives prior to sending out the Notice of Sale and Preliminary Official Statement, we can provide our clients with a better understanding of which structure makes the most sense. If there is ever a doubt as to which type of sale method should be used, we can also provide a mock bid for a negotiated sale and a competitive bid early in the financing process which may help to steer the City in one direction or the other. Market volatility can lead to competitive bids with a higher implied underwriter’s discount built into the bid than with a comparable negotiated sale. HilltopSecurities will work with the City to make sure it is receiving the best possible financing, taking into account all underwriter’s expenses. Unfortunately, the one cost that we cannot calculate is the political cost that is sometimes associated with not bidding a bond issue. The City must determine whether there are political pressures to use one sale method over the other and relay this to HilltopSecurities to be included in our analysis. Factor Conditions Favoring Competitive Bid Conditions Favoring Negotiated Sale Debt Structure: Pledge General Obligation System or Project Supported Revenues Debt Instrument Serial or Term CIBs CABs, Derivatives, Large Premium/Discount Lien Senior Lien Subordinate Lien Use of Funds New Money / Simple Refunding Unique Refunding / Combination Credit Quality: Rating Highly Rated ("A" or Above) Lower Rated (Below "A") Recent Changes None or Upgraded Downgraded Outlook Stable or Positive Negative Market Conditions: Interest Rates Stable or Predictable Market Volatile or Declining Market Supply Light Forward Calendar Heavy Forward Calendar Demand Strong Investor Demand Weak Investor Demand Issuer Characteristics: Issuer Type General Purpose Borrower Special Purpose of Independent Authority Frequency in Market Frequent Infrequent or First-Time Borrower Financial / Legal No Financial or Legal Issues Significant Financial or Legal Issues Management Long Running Tenure Frequent Management Turnover Policy Considerations: Underwriting Team No Strong Desire Regarding Syndicate Desire to Include MBE/WBE Firms Investors Broad Market Participation Desired Desire to Include Retail Investors Competitive Bid vs. Negotiated Sale © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 34 When working on a competitive bid, it is imperative that the client and its financial advisor carefully review the bidding specifications, including all constraints placed on potential bidders. Carelessness during this evaluation, even on one small detail, can lead to unnecessary interest costs to the issuer and potential investors not being able to bid. Once the documents are finalized, HilltopSecurities will work with the online bidding service chosen to ensure that the City’s bidding documents are properly distributed to the marketplace in a timely manner. Negotiated Sale Process. For a negotiated sale, we will represent the City in all areas of pricing and during the actual sale of the bonds. We will assist with the negotiation of coupons, yields, and expenses (including takedowns) to ensure that the City’s bonds are sold at market rates and with applicable underwriters’ fees given the nature and complexity of the financing. Our professionals will conduct pre-pricing calls with the City and its underwriters, set marketing priorities, monitor all orders, and balance requests for re-pricing. HilltopSecurities’ constant evaluation of alternatives to re-marketing and the implementation of those alternatives, when appropriate, will be highly beneficial to the City. We will recommend approval of final pricing only after our underwriting desk has assured the City that the borrowing has achieved a fair cost of capital for the sale date, based on “to-the-minute” market conditions. As shown in the diagram herein, HilltopSecurities relies on three sources of information when working with underwriters on a negotiated sale: comparable transactions being sold in the primary market, secondary market trading information, and direct investor feedback. By analyzing all three of these sources at once, HilltopSecurities can get an extremely accurate picture of the true market for the City’s bonds and the prices at which the bonds should ultimately be sold. HilltopSecurities has the technological resources and highly skilled personnel to gather data from all three of these sources, and as such, we do not have to rely on outside or third party firms to gather such data as many advisory-only firms do. Prior to each transaction, we will send the City pre-pricing information highlighting how the City’s outstanding bonds initially priced along with information as to how those bonds have traded in the secondary market since pricing. We also will provide the City current market data and indicative scales reflecting what our underwriting desk believes are the current trading values for the City’s new issuance. This information will provide the basis of professional negotiations with the underwriters. SALE AND MARKETING OF THE CITY’S BONDS As a full service investment bank, HilltopSecurities can provide a level of sales and marketing support to the City that non-broker dealer financial advisory firms simply cannot bring to the table. Unlike these “Muni Centric” firms, HilltopSecurities is in constant touch with the market through our municipal underwriting desks and our institutional sales/trading staff. This hands-on experience will be an invaluable tool for the City during the sales and marketing stages of a financing. During a negotiated sale, HilltopSecurities will use our underwriters and salespeople across the country to get the word out that the transaction is coming in order to help market and to drum-up interest on the sale, even though we are not receiving direct financial benefit for doing so like an underwriter would receive. We will also talk with our sales/traders to find out which type of bonds are being preferred in the market (e.g. par, discount or premium) so that we can structure the transaction to attract the most investors possible in order to achieve the lowest interest rate for the City. Finally, as pricing nears, we will use our underwriters to the City’s full advantage by having them work with the senior manager to make sure the any transaction is being structured and priced at levels that will increase investor demand and ultimately lower yields. During a competitive sale, HilltopSecurities will market to a wide range of broker-dealers that we work with every day on both the underwriting and financial advisory side of the municipal market. We will fully disclose to them the SOURCES OF INFORMATION Comparable Transactions Investor Feedback MSRB Secondary Market Trades © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 35 structure and underlying credit of the bonds and provide them substantial information so that they may in return provide the City with the lowest bid possible on a given transaction. HilltopSecurities has had significant experience in working with other underwriters in this manner in the past. REFINANCING THE CITY’S DEBT As financial advisor to the City, HilltopSecurities’ first duty with regards to any refunding is anticipating the opportunity as early as possible. Our intentions as financial advisor are not to merely wait for underwriters to inform us of a possible refunding, but rather to inform the City as early as possible of potential opportunities by periodically reviewing the City’s outstanding debt. This proactive as opposed to reactive approach will ensure that any potential refunding savings can be taken advantage of as early and quickly as possible. With that said, the City has a negotiated underwriting team in place for many reasons, one of which is to provide the City (and its financial advisor) with refunding opportunities when they become available. HilltopSecurities will look at all unsolicited proposals provided to the City, either from members inside or out of the City’s current underwriting team, and will determine their legitimacy and if the ideas presented should be analyzed further. Once we have recognized a possible opportunity, we will constantly monitor market conditions to see if savings from the refunding warrant taking additional steps. HilltopSecurities is able to do this easier and quicker than typical advisory-only FA firms because we have an underwriting desk that can provide us with updated scales in a matter of minutes instead of days. Our professionals will continuously review the City’s debt portfolio, looking for refunding candidates while paying close attention to debt service coverage, call premiums and how each refunding will impact future financing flexibility. Depending on the refunding issue’s size, security, tax status, final maturity and the prevailing market conditions at the time of the refunding, we may also consider other non-traditional financing options such as privately placed bank loans. The table below highlights the City’s current outstanding long-term debt and denotes which of these obligations could potentially be refunded in the near future for debt service savings. HilltopSecurities will look at refundings as more than a chance to merely save the City money in the short-run. Often, depending on how much of the outstanding debt is being taken out, a refunding is a great opportunity for the City to review its bond documents and potentially make changes that will give the City greater future financing flexibility. For instance, adding language that allows the City to issue tax credit bonds (such as Build America Bonds) may be useful should these types of financings reappear in the municipal bond market. The City should also pay special attention to language concerning debt service reserve funds. The lead bankers assigned to this engagement Credit: Gas System Gas System Spring Training Stormwater Stormwater Stormwater Series:Series 2013 Series 2014 Series 2002 Series 2012 Series 2013 Series 2014 Dated Date:06/28/13 06/24/14 09/01/02 02/02/12 06/28/13 08/05/14 Par Issued:$7,365,000 $5,045,000 $14,810,000 $19,365,000 $11,025,000 $5,450,000 Par Outstanding:$5,510,000 $4,035,000 $6,185,000 $14,705,000 $8,965,000 $4,205,000 Purpose:Refund Series 2004 Refund Series 2005 New Money Refund Series 2002 Refund Series 2004 Refund Series 2005 Call Date:06/28/18 06/24/19 Non-Callable 11/01/22 06/28/19 08/05/19 Interest Rate:2.410% 2.670% 4.500%-5.375% 2.000%-5.000% 2.980% 2.720% Final Maturity:09/01/26 09/01/27 03/01/31 11/01/32 11/01/32 11/01/29 Potential Refunding*: Yes Yes No No Yes Yes *Potential refunding may exist during the next 12-24 months depending on market conditions. City of Clearwater, Florida Summary of Outstanding Long-Term Debt Credit: Water & Sewer Water & Sewer Water & Sewer Water & Sewer Water & Sewer Series:Series 2009A Series 2011 Series 2014 Series 2017 Series 2017B Dated Date:05/27/09 09/07/11 12/09/14 02/28/17 09/21/17 Par Issued:$67,715,000 $47,025,000 $27,520,000 $69,270,000 $29,080,000 Par Outstanding:$420,000 $5,760,000 $26,885,000 $69,270,000 $29,080,000 Purpose:New Money Refund Series 2002 Refund Series 2006 Refund Series 2009A Refund Series 2011 Call Date:Non-Callable Non-Callable 12/01/19 12/01/26 12/01/27 Interest Rate:5.000% 5.000% 3.180% 3.500%-5.000% 2.400% Final Maturity:12/01/19 12/01/21 12/01/32 12/01/39 12/01/32 Potential Refunding*: No No Yes No No *Potential refunding may exist during the next 12-24 months depending on market conditions. Summary of Outstanding Long-Term Debt City of Clearwater, Florida © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 36 recognized an opportunity to alter the City’s debt service reserve fund requirements as part of its water and sewer financing in 2014, which resulted in the adoption of an amending ordinance by City Council and ultimately allowed the City to release $5.4 million in cash as part of its Series 2017B issuance. Since 2014, HilltopSecurities has provided financial advisor services on 2,448 refunding issues nationwide, valued at a total par amount in excess of $116 billion (source: Ipreo MuniAnalytics). HilltopSecurities’ lead bankers are no strangers to working on refundings on behalf of the City. In total, Messrs. Sansbury and Bugallo have worked on 10 refundings as financial advisor to the City which saved the City nearly $22 million in present value debt service. The pie charts below highlight the savings that have been produced through these refundings broken down by credit and individual series of bonds. Ser 2013,  $960k Ser 2014,  $630k Gas System Revenue Bonds Total PV Savings = $1.6 million Ser 2012,  $2.9M Ser 2013,  $990k Ser 2014,  $550k Stormwater System Revenue Bonds Total PV Savings = $4.5 million Ser 2009B,  $1.9M Ser 2011,  $2.9M Ser 2014,  $2.2M Ser 2017,  $6.3M Ser 2017B,  $2.3M Water & Sewer Revenue Bonds Total PV Savings = $15.7 million © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 37 TAB 5 – Fees for Service The cost portion of the proposal should include the following elements: 1. Describe the firm’s proposed fee schedule for the requested services and for various alternative financing methods. Indicate the impact of the fee structure of a competitive sale versus a negotiated sale. HilltopSecurities proposes the following fee schedule with respect to the issuance of municipal bonds or any other alternative financing method, such as a commercial bank loan. The sales method used for an individual financing (e.g. negotiated, competitive or private placement) will not affect the fees charged. HilltopSecurities will charge a minimum fee of $17,500 for any sized financing. Minimum Maximum Incremental Fee Par Amount Par Amount per $1,000* $0 $25,000,000 $1.00 $25,000,001 $50,000,000 $0.75 $50,000,001 Unlimited $0.50 *Subject to a minimum fee of $17,500. HilltopSecurities' Transactional Fee Schedule* © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 38 TAB 5 – Fees for Service The cost portion of the proposal should include the following elements: 2. Consulting services may be requested in situations that do not involve a debt issue. Explain how the firm would be for such services, including a proposed billing procedure and rates. Should HilltopSecurities be asked to perform consulting services in situations that do not involve a debt issuance, an hourly fee could be charged. The firm’s proposed hourly fee schedule is provided in the table below. These fees will be billed quarterly, in arrears. If consulting fees are charged in situations which ultimately result in a debt financing, 50% of the consulting fees associated to that specific project during the preceding calendar year will be credited back to the City at the time of the financing. HilltopSecurities does not make it a practice of billing the aforementioned hourly rates unless the consulting services required of us are in-depth and substantially time consuming. We strongly encourage the City’s staff to contact our local professionals with day-to-day, routine questions without incurring any charges. To further encourage this practice, HilltopSecurities is willing to provide non-transaction services via a retainer fee basis rather than an hourly fee basis, should the City prefer this method. This will allow the City to use HilltopSecurities at its discretion without worrying about “running up” hourly fees. The amount of this retainer can be negotiated between HilltopSecurities and the City upon HilltopSecurities’ appointment as financial advisor, if the City so desires to use this fee structure. Title Hourly Fee Director / Managing Director $200 Assistant Vice President / Vice President $175 Analyst / Associate $125 Administrative Staff $50 *Non-transactional fees that are projected to exceed $2,000 per project must be approved in writing by the City prior to engagement. HilltopSecurities' Non-Transactional Fee Schedule* © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 39 TAB 5 – Fees for Service The cost portion of the proposal should include the following elements: 3. Indicate the firm’s policy regarding out-of-pocket and/or indirect cost expenses; if such expenses would be reimbursable from the City itemize the types of expenses and basis of billing by expenses and basis of billing by expense type. HilltopSecurities does not intend to charge the City for out-of-pocket and/or indirect expenses except for those associated with a specific financing or a previously agreed upon consulting engagement. These fees would either be charged as part of the financing process or quarterly, in arrears, as part of a consulting engagement. © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 40 TAB 5 – Fees for Service The cost portion of the proposal should include the following elements: 4. A listing of any and all additional charges not specifically identified herein. HilltopSecurities does not anticipate any additional charges other than those previously identified herein. © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 41 TAB 5 – Fees for Service The cost portion of the proposal should include the following elements: 5. Provide a complete listing of any convictions or fines incurred by the firm or any of its principals for violations of any state or federal law within the past three (3) years. Identify firm’s executives who have current claims or who have participated in litigation against the City of Clearwater while with another firm. The Financial Industry Regulatory Authority (FINRA) maintains a public database known as BrokerCheck© that discloses reportable regulatory matters for HilltopSecurities. BrokerCheck© may be found at www.FINRA.org. Additionally, HilltopSecurities is providing its Municipal Advisor Disclosure Statement (the “Disclosure Statement”), included with this Proposal as Exhibit 1 setting forth disclosures by HilltopSecurities of any legal or disciplinary events required to be disclosed on Forms MA and MA-I filed by HilltopSecurities with the Securities and Exchange Commission, as well as pursuant to Municipal Securities Rulemaking Board Rule G-42. To the best of our knowledge, we have no employees who have current claims or who have participated in litigation against the City of Clearwater while employed with another firm. © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE PAGE | 42 TAB 6 – Other Forms and Information The following forms should be complete, signed and included in response: 1. Exceptions/Additional Materials/Addenda form 2. Vendor Information form 3. Offer and Acceptance form 4. W-9 Form. All responses should include a fully complete, most current W-9 form. Please see the firm’s completed and signed forms immediately following this page. © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE APPENDIX A: FY2017 Audited Financial Statements and October 31, 2018 FOCUS Report 1 Hilltop Securities Inc. Statement of Financial Condition For the Year Ended December 31, 2017 With Report of Independent Registered Public Accounting Firm Filed pursuant to Rule 17a(3)(3) under the Securities Exchange Act of 1934 as a PUBLIC DOCUMENT PricewaterhouseCoopers LLP, 2001 Ross Avenue, Suite 1800, Dallas, Texas 75201 T: (214) 999 1400, F: (214) 754 7991, www.pwc.com/us Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholder of Hilltop Securities Inc. Opinion on the Financial Statement – Statement of Financial Condition We have audited the accompanying statement of financial condition of Hilltop Securities Inc. as of December 31, 2017, including the related notes (collectively referred to as the “financial statement”). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of December 31, 2017 in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion The financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company's financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit of this financial statement in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion. February 22, 2018 We have served as the Company’s or its predecessor auditor since 2013. Hilltop Securities Inc. Statement of Financial Condition December 31, 2017 2 (dollars in thousands, except par and redemption values) Assets Cash $12,655 Assets segregated for regulatory purposes 186,578 Receivable from brokers, dealers and clearing organizations (including $75 due from affiliates)1,776,768 Receivable from clients, net of allowance of $353 379,101 Securities owned, at fair value 720,864 Securities purchased under agreements to resell 186,537 Goodwill 7,008 Customer intangible, net of accumulated amortization of $9,399 7,401 Fixed assets, at cost, less accumulated depreciation of $12,732 16,330 Net deferred tax asset 10,741 Other assets (including $1,974 due from affiliates) 64,484 Total assets $3,368,467 Liabilities and Stockholder's Equity Short-term borrowings $315,500 Payable to brokers, dealers, and clearing organizations (including $457 due to affiliates)1,288,020 Payable to clients (including $300 clearing deposit due to affiliate)531,021 Drafts payable 25,152 Securities sold, not yet purchased, at fair value 232,821 Securities sold under agreements to repurchase 409,058 Notes payable due to affiliate 74,652 Subordinated debt due to affiliate 42,000 Accrued expenses and other liabilities (including $10,799 due to affiliates)134,768 Total liabilities 3,052,992 Stockholder's equity: Series A preferred stock, $20 par value, $1,000 redemption value; authorized 100,000 shares; no shares issued and outstanding - Class A voting common stock of $1 par value; authorized 10,000 shares; issued and outstanding 2,820 shares 3 Class B nonvoting common stock of $1 par value; authorized 10,000 shares; none issued - Additional paid-in capital 287,678 Retained earnings 27,794 Total stockholder's equity 315,475 Total liabilities and stockholder's equity $3,368,467 The accompanying notes are an integral part of this financial statement. Hilltop Securities Inc. Notes to the Statement of Financial Condition December 31, 2017 (dollars in thousands, except par and redemption values) 3 1. Organization Hilltop Securities Inc. (the “Company”), a Delaware Company and a wholly owned subsidiary of Hilltop Securities Holdings LLC (“Securities Holdings”), a wholly owned subsidiary of Hilltop Holdings Inc. (“Parent”), is a New York Stock Exchange ("NYSE") member broker/dealer, a registered investment advisor and a member of the Financial Industry Regulatory Authority ("FINRA"). The Company is registered with the Securities and Exchange Commission (the "SEC") as a broker/dealer under the Securities Exchange Act of 1934 ("Exchange Act") and as a registered investment advisor under the Investment Advisors Act of 1940. The Company is also registered with the Commodity Futures Trading Commission ("CFTC") as a non-guaranteed introducing broker and is a member of the National Futures Association ("NFA"). Pursuant to the SEC Rule 11(a) of the Exchange Act, over 50% of the Company’s revenues are comprised of Section 11(a) items, indicating the Company is primarily engaged in trading on behalf of customers. 2. Summary of Significant Accounting Policies Securities Transactions Proprietary securities transactions are recorded on trade date, as if they had settled. Clients’ securities and commodities transactions are reported on a settlement date basis with related commission income and expenses reported on a trade date basis. Marketable securities are valued at fair value, based on quoted market prices, and securities not readily marketable are valued at fair value as determined by management. The Company evaluates fair value measurements by considering observable data that may include prices from independent pricing services, dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, and the financial instruments’ terms and conditions, among other factors. The increase or decrease in net unrealized appreciation or depreciation of securities owned is credited or charged to operations and is included in net gains on principal transactions in the Statement of Operations. Interest income is recorded on these securities when earned. Fixed Assets and Depreciation Fixed assets are comprised of furniture and equipment ($20,775) and leasehold improvements ($8,287) which are stated at cost. Depreciation of furniture and equipment is provided over the estimated useful lives of the assets (from three to seven years), and depreciation on leasehold improvements is provided over the shorter of the useful life or the lease term (up to fifteen years) using the straight-line method. Additions, improvements and expenditures for repairs and maintenance that significantly extend the useful life of an asset are capitalized. Other expenditures for repairs and maintenance are charged to expense in the period incurred. Goodwill and Customer Intangible The Parent performs required annual impairment tests of its goodwill as of October 1st for each of its reporting units. Goodwill is assigned to reporting units at the date the goodwill is initially recorded. Once goodwill has been assigned to reporting units, it no longer retains its association with a particular acquisition, and all of the activities within a reporting unit, whether acquired or internally generated, are available to support the value of the goodwill. As of January 1, 2017, the Parent adopted the provisions of Accounting Standard Update (“ASU”) 2017-04 which removes Step 2 from the goodwill impairment test Hilltop Securities Inc. Notes to the Statement of Financial Condition December 31, 2017 (dollars in thousands, except par and redemption values) 4 and eliminates the determination of goodwill impairment through calculation of the implied fair value when the carrying amount of a reporting unit exceeds its fair value. The goodwill impairment test requires the Parent to make judgments in determining what assumptions to use in the calculation. The process consists of estimating the fair value of each reporting unit based on valuation techniques, including a discounted cash flow model using revenue and profit forecasts and recent industry transaction and trading multiples of the Parent’s peers, and comparing those estimated fair values with the carrying values of the assets and liabilities of the reporting unit, which includes the allocated goodwill. If the estimated fair value is less than the carrying value, the Parent will recognize an impairment charge, pushed down to the reporting unit, for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized will not exceed the total amount of goodwill allocated to that reporting unit. At October 1, 2017, the Parent determined that the estimated fair value of each of its reporting units, including the Company, exceeded its carrying value. As a result, the Parent concluded that the Company’s goodwill was fully realizable, indicating no impairment of the Company’s goodwill. The Company recorded two separate customer relationship intangibles as part of the acquisition of the Company by the Parent in November 2012 and the merger with the Parent in January 2015, which are being amortized over a 12 and 14 year period, respectively, at a rate based on the sum of the years digits. Intangible assets with indefinite useful lives are tested for impairment annually as of October 1st, or more often if events or circumstances indicate there may be impairment, and not amortized until their lives are determined to be definite by the Parent. If impaired, the intangible assets are recorded at fair value. The Company did not determine that an impairment for the Company’s intangible assets was deemed necessary upon their evaluation on October 1, 2017. Resale and Repurchase Agreements Transactions involving purchases of securities under agreements to resell (reverse repurchase agreements or reverse repos) or sales of securities under agreements to repurchase (repurchase agreements or repos) are accounted for as collateralized financings. It is the policy of the Company to obtain possession of collateral with a fair value equal to or in excess of the principal amount loaned under resale agreements. Collateral is valued daily, and the Company may require counterparties to deposit additional collateral or return collateral pledged when appropriate. Interest payable and interest receivable on these amounts are included in the Statement of Financial Condition in other liabilities and other assets, respectively. Securities Borrowing and Lending Activities Securities borrowed and securities loaned transactions are generally reported as collateralized financings. Securities borrowed transactions require the Company to deposit cash, letters of credit, or other collateral with the lender. With respect to securities loaned, the Company receives collateral in the form of cash in an amount generally in excess of the fair value of securities loaned. The Company monitors the fair value of securities borrowed and loaned on a daily basis, with additional collateral obtained or refunded as necessary. Securities borrowed and securities loaned transactions are recorded at the amount of cash collateral advanced or received adjusted for additional collateral obtained or received. Securities borrowed and securities loaned, as well as the interest accrued on such transactions are included in the Statement of Financial Condition in receivables from and payables to brokers, dealers and clearing organizations. Interest revenue and interest expense on securities borrowed and securities loaned transactions are included in the Statement of Operations in interest revenue and interest expense, respectively. Hilltop Securities Inc. Notes to the Statement of Financial Condition December 31, 2017 (dollars in thousands, except par and redemption values) 5 Drafts Payable In the normal course of business, the Company uses drafts to make payments relating to its brokerage transactions. These drafts are presented for payment through an unaffiliated bank and are sent to the Company daily for review and acceptance. Upon acceptance, the drafts are paid and charged against cash. Cash Flow Reporting For purposes of the statement of cash flows, the Company considers cash to include cash on hand and in bank accounts. In addition, highly liquid debt instruments purchased with maturities of three months or less, when acquired, are considered to be cash equivalents. The Federal Deposit Insurance Corporation (“FDIC”) insures deposit accounts up to $250. At December 31, 2017, the cash balances included $11,363 that was not federally insured because they exceeded federal insurance limits. This at-risk amount is subject to fluctuation on a daily basis, but management does not believe there is significant risk on these deposits. Derivative Financial Instruments Derivative financial instruments arise from the execution of forward purchase commitments of mortgage- backed securities with certain clients that allow those clients to make mortgage loans at agreed-upon rates. The Company hedges the interest rate risk generated by the forward purchase commitments by executing forward sales of to-be-announced mortgage-backed securities (TBA). The amount hedged is influenced by the Company’s estimated ratio of the forward purchase commitments that will not be securitized into mortgage-backed securities as part of the program (fallout rate). The Company uses historical experience, changes in interest rates, and other factors to determine the fallout rate. Additionally, the Company enters into TBA agreements to assist clients (generally small to mid-size mortgage loan originators) in hedging the interest rate risk associated with the mortgages owned by the clients. In general, the Company will enter into a TBA purchase agreement with the client and then immediately enter into a TBA sale agreement with identical terms and the same settlement date with a separate counter-party. While both the forward purchase commitments and TBAs meet the definition of a derivative under the provisions of the Accounting Standards Codification (“ASC”) 815 “Derivatives and Hedging,” they do not qualify for hedge accounting. However, the Company mitigates interest rate risk and volatility in reported earnings by selling TBAs with characteristics similar to the forward purchase commitments of mortgage-backed securities. The securities are carried at fair value and recorded in other assets and other liabilities in the Statement of Financial Condition with unrealized and realized gains recorded in net gains/losses on principal transactions in the Statement of Operations. Income Taxes The Company files a consolidated federal income tax return with its Parent. For purposes of these financial statements, income taxes are computed on the benefits-for-loss method. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The Hilltop Securities Inc. Notes to the Statement of Financial Condition December 31, 2017 (dollars in thousands, except par and redemption values) 6 effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Fair Value of Financial Instruments Fair value accounting establishes a framework for measuring fair value. Under fair value accounting, fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date in the principal market in which the reporting entity transacts. Further, fair value should be based on the assumptions market participants would use when pricing the asset or liability. In support of this principle, fair value accounting establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. The fair value hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data. Under the standard, fair value measurements are separately disclosed by level within the fair value hierarchy. The standard describes three levels of inputs that may be used to measure fair value: • Level 1 — Quoted prices in an active market for identical assets or liabilities. Assets and liabilities utilizing Level 1 inputs include certain inventories held in the Company’s securities owned and securities sold, not yet purchased portfolio. Valuation of these instruments does not require a high degree of judgment as the valuations are based on quoted prices in active markets that are readily available. • Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Assets and liabilities utilizing Level 2 inputs include certain inventories held in the Company’s securities owned and securities sold, not yet purchased portfolio and the Company’s commitments to purchase and sell TBA derivative securities. These financial instruments are valued by quoted prices that are less frequent than those in active markets or by models that use various assumptions that are derived from or supported by data that is generally observable in the marketplace. Valuations in this category are inherently less reliable than quoted market prices due to the degree of subjectivity involved in determining appropriate methodologies and the applicable underlying observable market assumptions. • Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. These assets and liabilities would have significant inputs that could not be validated by readily determinable market data and generally would involve considerable judgment by management. The Company does not have any financial instrument assets or liabilities utilizing Level 3 inputs. Hilltop Securities Inc. Notes to the Statement of Financial Condition December 31, 2017 (dollars in thousands, except par and redemption values) 7 The following is a description of the valuation methodologies used for instruments measured at fair value on a recurring basis and recognized in the accompanying Statement of Financial Condition, as well as the general classification of such instruments pursuant to the valuation hierarchy. Securities Owned and Securities Sold, Not Yet Purchased Portfolio (including the Company’s derivative TBA securities). Securities classified as Level 1 securities primarily consist of financial instruments whose values are based on quoted market prices in active markets such as corporate equity securities and U.S. government and government agency obligations primarily in U.S. treasury securities. Securities classified as Level 2 securities include financial instruments that are valued using models or other valuation methodologies. These models are primarily industry standard models that consider various assumptions, including time value, yield curve, volatility factors, current market and contractual prices for the underlying financial instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Securities in this category include corporate obligations, U.S. government and government agency obligations, municipal obligations, unit investment trusts (UIT) and the Company’s commitments to purchase and sell TBA derivative securities. Substantially all of the Company’s financial assets and liabilities are carried at fair value or at amounts which, because of their short-term nature, approximate current fair value. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the recorded amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Subsequent Events The Company has performed an evaluation of subsequent events from January 1, 2018 through February 22, 2018, the date of issuance of the financial statements. There have been no subsequent events that would require recognition or disclosure in the financial statements as of December 31, 2017. 3. Assets Segregated For Regulatory Purposes At December 31, 2017, the Company held cash of $186,578 segregated in special reserve bank accounts for the exclusive benefit of customers under Rule 15c3-3 under the Securities Exchange Act of 1934 (“Exchange Act Rule 15c3-3”). Hilltop Securities Inc. Notes to the Statement of Financial Condition December 31, 2017 (dollars in thousands, except par and redemption values) 8 4. Receivable From and Payable to Brokers, Dealers and Clearing Organizations At December 31, 2017, the Company had receivable from and payable to brokers, dealers and clearing organizations related to the following: Receivable: Securities borrowed $1,386,821 Correspondent broker/dealers 226,701 Clearing organizations 85,614 Securities failed to deliver 25,491 Trades in process of settlement, net 29,412 Other 22,729 $1,776,768 Payable: Securities loaned $1,215,093 Securities failed to receive 37,864 Correspondent broker/dealers 30,160 Other 4,903 $1,288,020 The Company participates in the securities borrowing and lending business by borrowing and lending securities other than those of its clients. Securities borrowed and loaned represent deposits made to or received from other broker/dealers relating to these transactions. These deposits approximate the market value of the underlying securities. All open positions are adjusted to market values daily. The Company obtains or releases collateral as prices of the underlying securities fluctuate. The Company clears securities transactions for correspondent broker/dealers. Proprietary settled securities and related transactions for these correspondents are included in the receivable from and payable to brokers, dealers and clearing organizations. At December 31, 2017, the Company held collateral for the receivables from correspondents in the amount of $317,388. Securities failed to deliver and receive represent the contractual value of securities that have not been delivered or received subsequent to settlement date. Certain securities lending arrangements may be eligible for offset in the statement of financial condition and /or subject to master netting arrangements or similar agreements. Hilltop Securities Inc. Notes to the Statement of Financial Condition December 31, 2017 (dollars in thousands, except par and redemption values) 9 The following table provides information about these receivables and payables subject to an enforceable master netting arrangement or similar agreements with offsetting rights and related collateral amounts at December 31, 2017: Description Gross amounts of recognized assets/ liabilities (2) Gross amounts offset in the statement of financial condition Net amounts of assets/liabilities presented in the statement of financial condition Financial instruments (3) Cash Collateral Net Amount Securities borrowed $ 1,386,821 $ - $ 1,386,821 $ (1,327,536)$- $59,285 Securities loaned (1) 1,215,093 - 1,215,093 (1,157,198)- 57,895 Gross amounts not offset in the statement of financial condition _______ (1)Under securities lending agreements, the Company repledged $1,173,705. (2)Securities borrowed and loaned are not presented net on the Statement of Financial Condition. (3)Amounts reflect fair value of underlying collateral. Securities Lending Activities. The Company’s securities lending activities includes lending securities for other broker/dealers, lending institutions and its own clearing and retail operations. These activities involve lending securities to other broker/dealers to cover short sales, to complete transactions in which there has been a failure to deliver securities by the required settlement date and as a conduit for financing activities. When lending securities, the Company receives cash or similar collateral and generally pays interest (based on the amount of cash deposited) to the other party to the transaction. Securities lending transactions are executed pursuant to written agreements with counterparties that generally require securities loaned to be marked-to-market on a daily basis. The Company receives collateral in the form of cash in an amount generally in excess of the fair value of securities loaned. The Company monitors the fair value of securities loaned on a daily basis, with additional collateral obtained or refunded, as necessary. Collateral adjustments are made on a daily basis through the facilities of various clearinghouses. The Company is a principal in these securities lending transactions and is liable for losses in the event of a failure of any other party to honor its contractual obligation. The Company’s management sets credit limits with each counterparty and reviews these limits regularly to monitor the risk level with each counterparty. The Company is subject to credit risk through its securities lending activities if securities prices decline rapidly because the value of the Company’s collateral could fall below the amount of the indebtedness it secures. In rapidly appreciating markets, credit risk increases due to short positions. The Company’s securities lending business subjects the Company to credit risk if a counterparty fails to perform or if collateral securing its obligations is insufficient. In securities transactions, the Company is subject to credit risk during the period between the execution of a trade and the settlement by the customer. Hilltop Securities Inc. Notes to the Statement of Financial Condition December 31, 2017 (dollars in thousands, except par and redemption values) 10 The following table presents the remaining contractual maturities of securities lending transactions accounted for as secured borrowings at December 31, 2017: December 31, 2017 Remaining Contractual Maturity of the Agreements Overnight and Continuous Up to 30 days 30-90 days Greater than 90 days Total Securities lending transactions Corporate securities $ 11,499 $ - $ - $ - $ 11,499 Equity securities 1,203,594 - - - 1,203,594 Total borrowings $ 1,215,093 $ - $ - $ - $ 1,215,093 Gross amount of recognized liabilities for securities lending $ 1,215,093 Amount related to agreements not included in offsetting disclosure $ - 5. Receivable From and Payable to Clients Receivable from and payable to clients include amounts due on cash and margin transactions. Included in these amounts are receivable from and payable to noncustomers (as defined by Exchange Act Rule 15c3- 3, principally officers, directors and related accounts), which aggregated approximately $1,385 and $101, respectively, at December 31, 2017. Securities accounts of noncustomers are subject to the same terms and regulations as those of customers. Securities owned by customers and noncustomers that collateralize the receivables are not reflected in the accompanying financial statements. The Company pledges client securities as collateral in conjunction with the Company’s securities lending activities. At December 31, 2017, the Company has approximately $489,725 of client securities under customer margin loans that are available to be pledged, of which the Company has repledged approximately $41,388 under securities loan agreements. The Company pays interest on certain customer “free credit” balances available for reinvestment. The aggregate balance of such funds was approximately $411,771 at December 31, 2017. At December 31, 2017 and during the year ended December 31, 2017, the weighted average interest rate was 0.09% and the interest rate paid on these balances ranged from 0.05% to 0.20%. The Company maintains an allowance for doubtful accounts of $353 which represents amounts that, in the judgment of management, are necessary to adequately absorb losses from known and inherent risks in receivables from customers. Provisions made to this allowance are charged to operations. At December 31, 2017, all unsecured customer receivables had been provided for in this allowance. Hilltop Securities Inc. Notes to the Statement of Financial Condition December 31, 2017 (dollars in thousands, except par and redemption values) 11 6. Securities Owned and Securities Sold, not yet Purchased At December 31, 2017, securities owned and securities sold, not yet purchased, both of which are carried at fair value, included the following: ASSETS U. S. government agencies: Bonds $ 52,078 Residential mortgage-backed securities 372,388 Collateralized mortgage obligations 5,122 Commercial mortgage-backed securities 60 Corporate debt securities 96,182 States and political subdivisions 170,413 Unit investment trusts: Corporate securities 14,586 Municipal securities 8,026 Private-label issuers: Mortgage-backed securities 403 Asset-backed securities 1,228 Certificates of deposit 367 Options 9 Equity securities 2 $ 720,864 U. S. treasury securities $147,639 U. S. government agencies: Bonds 11,201 Corporate debt securities 65,034 Equity securities 8,947 $ 232,821 Securities sold, not yet purchased: Securities owned: LIABILITIES At December 31, 2017, none of the above securities were pledged as security deposits at clearing organizations for the Company’s clearing business. Additional securities have been pledged to secure short-term borrowings, see Note 10. Hilltop Securities Inc. Notes to the Statement of Financial Condition December 31, 2017 (dollars in thousands, except par and redemption values) 12 7. Derivative Financial Instruments The Company participates in programs in which it issues forward purchase commitments of mortgage- backed securities to certain clients and sells TBAs as described in Note 2. At December 31, 2017, the Company’s derivative positions associated with its TBA program are presented below: Notional Amount Estimated Fair Value Commitments to purchase TBAs 2,831,635$ (921)$ Commitments to sell TBAs 2,965,986 3,202 Certain derivative arrangements may be eligible for offset in the statement of financial condition and /or subject to master netting arrangements or similar agreements. The following table provides information about these derivative arrangements subject to an enforceable master netting arrangement or similar agreements with offsetting rights and related collateral amounts at December 31, 2017: Description Gross amounts of recognized assets/ liabilities Gross amounts offset in the statement of financial condition Net amounts of assets/liabilities presented in the statement of financial condition Financial instruments Cash Collateral Net Amount Derivative asset--TBA $ 3,576 $ - $ 3,576 $ (3,576)$- $- Derivative liability--TBA 1,295 - 1,295 (1,295)- - Gross amounts not offset in the statement of financial condition 8. Fair Value of Financial Instruments The following table summarizes by level within the fair value hierarchy securities owned, at fair value, securities sold, not yet purchased, at fair value and derivative securities as of December 31, 2017: Hilltop Securities Inc. Notes to the Statement of Financial Condition December 31, 2017 (dollars in thousands, except par and redemption values) 13 Level 1 Level 2 Level 3 Total ASSETS Securities owned, at fair value U. S. government agencies: Bonds $- $52,078 $- $52,078 Residential mortgage-backed securities - 372,388 - 372,388 Collateralized mortgage obligations - 5,122 - 5,122 Commercial mortgage-backed securities - 60 - 60 Corporate debt securities - 96,182 - 96,182 States and political subdivisions - 170,413 - 170,413 Unit investment trusts: Corporate securities - 14,586 - 14,586 Municipal securities - 8,026 - 8,026 Private-label issuers: Mortgage-backed securities - 403 - 403 Asset-backed securities - 1,228 - 1,228 Certificates of deposit - 367 - 367 Options - 9 - 9 Equity securities 2 - - 2 $2 $720,862 $- $720,864 Derivative financial instruments Commitments to purchase TBAs $- $3,576 $- $3,576 Level 1 Level 2 Level 3 Total U. S. treasury securities $147,639 $- $- $147,639 U. S. government agencies: Bonds - 11,201 - 11,201 Corporate debt securities - 65,034 - 65,034 Equity securities 8,947 - - 8,947 $156,586 $76,235 $- $232,821 Derivative financial instruments Commitments to sell TBAs $- $1,295 $- $1,295 $(156,584) $646,908 $- $490,324 LIABILITIES Net assets (liabilities) Securities sold, not yet purchased, at fair value Hilltop Securities Inc. Notes to the Statement of Financial Condition December 31, 2017 (dollars in thousands, except par and redemption values) 14 At the end of each respective quarterly reporting period, the Company recognizes transfers of financial instruments between levels. During the year ended December 31, 2017, the Company did not have any transfers of financial instruments between levels. 9. Securities Purchased/Sold Under Agreements to Resell/Purchase At December 31, 2017, the Company held reverse repurchase agreements, collateralized by U.S. government and government agency obligations and securities sold under repurchase agreements. These securities are reported on a gross basis in the Statement of Financial Condition. Securities sold under repurchase agreements, which are secured borrowings, generally mature overnight with some maturing up to 30 days from the transaction date. Securities sold under repurchase agreements are reflected at the amount of cash received in connection with the transactions. The Company may be required to provide additional collateral based on the fair value of the underlying securities. The Company monitors the fair value of the underlying securities on a daily basis. Certain reverse repurchase and repurchase agreements may be eligible for offset in the statement of financial condition and /or subject to master netting arrangements or similar agreements. The following table provides information about these instruments subject to an enforceable master netting arrangement, repurchase agreements or similar agreements with offsetting rights and any related collateral amounts at December 31, 2017: Description Gross amounts of recognized assets/ liabilities Gross amounts offset in the statement of financial condition Net amounts of assets/liabilities presented in the statement of financial condition Financial instruments (1)Cash Collateral Net Amount Reverse repurchase agreements $ 186,537 $ - $ 186,537 $ (186,026)$- $ 511 Repurchase agreements 409,058 - 409,058 (409,058)- - Gross amounts not offset in the statement of financial condition ________ (1)Amounts reflect fair value of underlying collateral. Hilltop Securities Inc. Notes to the Statement of Financial Condition December 31, 2017 (dollars in thousands, except par and redemption values) 15 The following table presents the remaining contractual maturities of repurchase agreements accounted for as secured borrowings at December 31, 2017: December 31, 2017 Remaining Contractual Maturity of the Agreements Overnight and Continuous Up to 30 days 30-90 days Greater than 90 days Total Repurchase agreements U.S. treasury and agency securities $ 51,824 $ - $ - $ - $ 51,824 Asset backed securities 357,234 - - - 357,234 Total borrowings $ 409,058 $ - $ - $ - $ 409,058 Gross amount of recognized liabilities for repurchase agreements $ 409,058 Amount related to agreements not included in offsetting disclosure $ - 10. Short-Term Borrowings Uncommitted lines of credit The Company has credit arrangements with commercial banks, which include broker loan lines up to $725,000. These lines of credit are used primarily to finance securities owned, securities held for correspondent broker/dealer accounts, receivables in customers’ margin accounts and underwriting activities. These lines may also be used to release pledged collateral against day loans. These credit arrangements are provided on an “as offered” basis and are not committed lines of credit. These arrangements can be terminated at any time by the lender. Any outstanding balances under these credit arrangements are due on demand and bear interest at rates indexed to the federal funds rate (1.33% at December 31, 2017). At December 31, 2017, the amount outstanding under these secured arrangements was $315,500, which was collateralized by securities held for firm and correspondent broker/dealer accounts valued at $546,798. Committed lines of credit At December 31, 2017, the Company had a $50,000 committed revolving credit facility with an unaffiliated bank. The commitment fee is 25 basis points per annum, and when drawn, the interest rate is equal to the federal funds rate plus 100 basis points. The agreement requires the Company to maintain a tangible net worth of at least $170,000. At December 31, 2017, there were no outstanding amounts under the committed revolving credit facility. The Company pledges customer securities to the Option Clearing Corporation to support open customer positions. At December 31, 2017, the Company had pledged $88,185 to support these open customer positions. 11. Note Payable Due to Affiliate & Subordinated Debt Due to Affiliate In January 2016, the Company entered into an agreement with First Southwest Holdings LLC for a non collateralized, 10 year, $88,127 promissory note paying interest semi-annually at a rate of 5% per annum and a $42,000 subordinated loan agreement with Securities Holdings paying interest semi-annually at a Hilltop Securities Inc. Notes to the Statement of Financial Condition December 31, 2017 (dollars in thousands, except par and redemption values) 16 rate of 4.35% per annum. Both the agreements were entered into as part of the merger of First Southwest Company, LLC (“FSC”) with the Company. At December 31, 2017, there was $116,652 outstanding under these agreements. 12. Income Taxes On December 22, 2017, the Tax Cuts and Jobs Act (“Tax Legislation”) was enacted. The Tax Legislation significantly revises the U.S. corporate income tax by lowering corporate income tax rates. Based on current available information, the Company estimates that the enactment of the Tax Legislation will result in an earnings charge to current tax expense of approximately $5,634 for the year ending December 31, 2017. This charge is primarily due to the write down of its deferred tax assets as a result of the reduction in the corporate tax rate from 35% to 21% and other anticipated impacts associated with the Tax Act. The change resulting from the tax legislation is expected to be recovered through lower projected effective tax rates from a reduction of the corporate tax rate to 21%, offset by additional non-deductible expenses. The impact of the Tax Legislation may differ from this estimate, possibly significantly, due to, among other things, changes in interpretations and assumptions the Company has made, guidance that may be issued and actions the Company may take as a result of the Tax Legislation. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2017 are presented below: + Deferred tax assets: Compensation and benefits $5,839 Deferred income 3,057 Realized built-in loss carryforward 2,564 Legal and other reserves 1,054 Other 860 Total gross deferred tax asset 13,374 Deferred tax liabilities: Intangible assets (1,734) Other (899) Total gross deferred tax liability (2,633) Net deferred tax asset $10,741 The Company assesses the ability to realize its deferred tax assets based upon the weight of available evidence, both positive and negative. To the extent the Company believes that it is more likely than not that some portion or all of the deferred tax assets will not be realized, the Company will establish a valuation allowance. The Company evaluated the realizability of its deferred tax assets and concluded, based on the Company’s past history of profitability and future earnings projections, that a valuation allowance was not required. At December 31, 2017, the Company had recognized built-in losses (“RBIL”) of $2,564 from the 2015 merger with the Parent. At December 31, 2017, the Company had net operating loss (“NOL”) carryforwards for state income tax purposes of $816. These net operating loss carryforwards expire in 2030 and later years. The RBILs and NOLs are expected to be fully realized prior to any expiration. Hilltop Securities Inc. Notes to the Statement of Financial Condition December 31, 2017 (dollars in thousands, except par and redemption values) 17 At December 31, 2017, the total amount of gross unrecognized tax benefits was $162, if recognized, and the total amount that would favorably impact the Company’s effective tax rate and reduce income tax expense was $128. The aggregate changes in gross unrecognized tax benefits, which exclude interest and penalties, are as follows: Balance at December 31, 2016 $281 Increases related to tax positions taken during a prior year 49 Decreases related to tax positions taken during a prior year (236)Increases related to tax positions taken during the current year 68Balance at December 31, 2017 $162 With limited exception, the Company is no longer subject to U.S. federal, state or local tax audits by taxing authorities for years preceding 2014. The amount of current federal and state taxes receivable from the Parent included in other assets on the Statement of Financial Condition was $12,887 and $2,099, respectively, at December 31, 2017. 13. Net Capital Requirements The Company is subject to the Securities and Exchange Commission’s Uniform Net Capital Rule (the “Rule”), which requires the maintenance of minimum net capital. The Company has elected to use the alternative method, permitted by the Rule, which requires that it maintain minimum net capital, as defined in Rule 15c3-1 under the Exchange Act, equal to the greater of $1,000 or 2% of aggregate debit balances, as defined in Exchange Act Rule 15c3-3. At December 31, 2017, the Company had net capital of approximately $186,770 which is approximately $176,257 in excess of its minimum net capital requirement of approximately $10,513 at that date. Additionally, the Rule provides that equity capital may not be withdrawn or cash dividends paid if resulting net capital would be less than 5% of aggregate debit items. At December 31, 2017, the Company had net capital of approximately $160,487 in excess of 5% of aggregate debit items. 14. Affiliate Transactions The Company clears all customer transactions for HTIN, an affiliate. The Company also provides all accounting, administrative services, management services and office facilities to HTIN in accordance with an expense sharing agreement in the amount of $50 per year. The Company, as clearing broker for its affiliate, has the right to charge customer losses back to the affiliate. Clients and correspondents of the Company have the option to invest in a savings account called Bank Insured Deposits at the Company’s banking affiliate, PlainsCapital Bank (“Bank”). These funds are FDIC insured up to $250. Hilltop Securities Inc. Notes to the Statement of Financial Condition December 31, 2017 (dollars in thousands, except par and redemption values) 18 The Company makes loans to employees, primarily financial advisors, mainly for recruiting and retention purposes. The amount of loans to employees is included in other assets in the Statement of Financial Condition in the amount of $18,821 for which the Company has recorded an allowance, included in other liabilities in the Statement of Financial Condition, of $2,344 for terminated relationships. The Company is named as the lessee for two leases which are subleased to the Bank. Additionally, the Company subleases office space and utilizes space in a property owned by the Bank for its business recovery centers. The Company has various expense sharing arrangements with the Parent, Securities Holdings and other subsidiaries of the Parent. These expense sharing agreements outline the types of expenses that will be passed through to the Company, including but not limited to compensation expense, use of Parent assets, and administrative services performed by the Parent or subsidiaries of the Parent. On the Statement of Financial Condition, the total receivable includes $911 from the Bank, $911 from First Southwest Holdings LLC and its subsidiaries, $111 from Southwest Insurance Agency, $75 from HTIN, which is reported in receivable from brokers, dealers, and clearing organizations and $41 from the National Lloyds Corporation, a wholly owned subsidiary of the Parent. The total payable includes $8,420 to Securities Holdings, $1,223 to Southwest Insurance Agency, $846 to First Southwest Holdings LLC and its subsidiaries, including $457, which is reported in payable to brokers, dealers, and clearing organizations on the Statement of Financial Condition, $767 to the Parent and a $300 clearing deposit to HTIN, which is reported in payable to clients on the Statement of Financial Condition. 15. Commitments and Contingencies Leases. The Company leases its offices and certain equipment under noncancelable operating lease agreements. The Company recognizes escalating lease payments on a straight line basis over the term of each respective lease with the difference between cash payment and rent expense recorded as deferred rent and included in other liabilities in the Statement of Financial Condition. Rental expense relating to the facilities and equipment leases for the year ended December 31, 2017 aggregated to $11,868. At December 31, 2017, the future rental payments for the noncancelable operating leases for each of the following five years and thereafter follows: 2018 $10,967 2019 10,321 2020 9,644 2021 6,234 2022 4,777 Thereafter 12,983 $54,926 Underwriting. Through its participation in underwriting corporate and municipal securities, the Company could expose itself to material risk that securities the Company has committed to purchase cannot be sold at the initial offering price. Federal and state securities laws and regulations also affect the activities of underwriters and impose substantial potential liabilities for violations in connection with Hilltop Securities Inc. Notes to the Statement of Financial Condition December 31, 2017 (dollars in thousands, except par and redemption values) 19 sales of securities by underwriters to the public. At December 31, 2017, the Company had no liabilities due under outstanding underwriting arrangements. Litigation. In the general course of its brokerage business and the business of clearing for other brokerage firms, the Company has been named as a defendant in various lawsuits and arbitration proceedings. These claims allege violation of federal and state securities laws among other matters. Management believes that resolution of these claims will not result in any material adverse effect on the Company’s financial position or results of operations. Guarantees. The Company provides representations and warranties to counterparties in connection with a variety of commercial transactions and occasionally indemnifies them against potential losses caused by the breach of those representations and warranties. These indemnifications generally are standard contractual indemnifications and are entered into in the normal course of business. The maximum potential amount of future payments that the Company could be required to make under these indemnifications cannot be estimated. However, the Company believes that it is unlikely it will have to make material payments under these arrangements and has not recorded any contingent liability in the financial statements for these indemnifications. The Company is a member of multiple exchanges and clearinghouses. Under the membership agreements, members are generally required to guarantee the performance of other members. Additionally, if a member becomes unable to satisfy its obligations to the clearinghouse, other members would be required to meet shortfalls. To mitigate these performance risks, the exchanges and clearinghouses often require members to post collateral. The Company’s maximum potential liability under these arrangements cannot be quantified. However, the potential for the Company to be required to make payments under these arrangements is unlikely. Accordingly, no contingent liability is recorded in the financial statements for these arrangements. 16. Financial Instruments with Off-Balance-Sheet Risk In the normal course of business, the Company engages in activities involving the execution, settlement and financing of various securities transactions. These activities may expose the Company to off- balance-sheet credit and market risks in the event the customer or counterparty is unable to fulfill its contractual obligation. Such risks may be increased by volatile trading markets. As part of its normal brokerage activities, the Company sells securities not yet purchased (short sales) for its own account. The establishment of short positions exposes the Company to market risk if prices increase, as the Company may be obligated to acquire the securities at prevailing market prices. The Company seeks to control the risks associated with its customers’ activities, including those of customer accounts of its correspondents for which it provides clearing services, by requiring customers to maintain margin collateral in compliance with various regulatory and internal guidelines. The required margin levels are monitored daily and, pursuant to such guidelines, customers are required to deposit additional collateral or to reduce positions when necessary. A portion of the Company’s customer activity involves short sales and the writing of option contracts. Such transactions may require the Company to purchase or sell financial instruments at prevailing market prices in order to fulfill the customers’ obligations. Hilltop Securities Inc. Notes to the Statement of Financial Condition December 31, 2017 (dollars in thousands, except par and redemption values) 20 At times, the Company lends money using reverse repurchase agreements. These positions are collateralized by U.S. government and government agency securities. Such transactions may expose the Company to off-balance-sheet risk in the event such borrowers do not repay the loans and the value of collateral held is less than that of the underlying receivable. These agreements provide the Company with the right to maintain the relationship between market value of the collateral and the receivable. The Company arranges secured financing by pledging securities owned and unpaid customer securities for short-term borrowings to satisfy margin deposits of clearing organizations. The Company also actively participates in the borrowing and lending of securities. In the event the counterparty in these and other securities loaned transactions is unable to return such securities pledged or borrowed or to repay the deposit placed with them, the Company may be exposed to the risks of acquiring the securities at prevailing market prices or holding collateral possessing a market value less than that of the related pledged securities. The Company seeks to control the risks by monitoring the market value of securities pledged and requiring adjustments of collateral levels where necessary. 17. Preferred Stock On October 17, 1997, the Company’s Board of Directors (“Board”) authorized 100,000 shares of preferred stock. Simultaneously, the Board designated 5,000 shares of the authorized preferred stock as Series A Preferred Stock. Up to 50 shares of the Series A Preferred Stock, which has a par value of $20, can be issued to each of up to 100 qualified participants. Qualified participants are broker/dealers registered under the Exchange Act who clear their proprietary transactions through the Company and who represent that they are subject to net capital rules of the SEC and other self-regulatory organizations to which such broker/dealers report. The Series A Preferred Stock is nonvoting and nonconvertible to common stock, and it is entitled to noncumulative cash dividends when, as and if declared by the Board. The Series A Preferred Stock is redeemable at any time by the Company at a redemption price of $1,000 per share. 18. Proprietary Accounts of Broker/Dealers (“PAB”) Reserve Requirements The Company performs calculations of PAB reserve requirements. At December 31, 2017, the Company did not have a PAB reserve requirement and has no amount on deposit. © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE APPENDIX B: Certificate of Insurance SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION$ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCEDAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY $ $ 8750 N Central Expressway, Suite 500 Roach Howard Smith & Barton Cert ID 41152 Westchester Surplus Lines 10172 XL Specialty Ins Co 37885 03/26/2018 First Southwest Asset Management, LLC Errors and Omissions 1201 Elm Street, #3500 shaglund@rhsb.com A Shawna Haglund Dallas TX 75231 Dallas TX 75270 (972) 744-2709 (214) 859-9312 (972) 744-2809 5,000,000 For Information Only Confer No Rights to Holder Hilltop Securities Holdings LLC Hilltop Securities Inc. Primary-Aggregate04/01/201904/01/2018G23619295013 ELU15463618 04/01/2018 04/01/2019 Excess of Primary-Aggregate 5,000,000BExessErrors and Omissions Page 1 of 1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION$ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCEDAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY $ $ 8750 N. Central Expressway Roach Howard Smith & Barton Cert ID 40341 Great Northern Ins Co 20303 Pacific Indemnity Co 20346 Federal Ins Co 20281 12/20/2017 First Southwest Asset Management, LLC 01/01/2018 01/01/201979867765 A Suite 500 1201 Elm Street, Suite 3500 N hstuart@rhsb.com 01/01/2018 01/01/201973560220 A C B X X X X Helen Stuart Dallas TX 75231 Dallas TX 75270 (972) 744-2704 (214) 859-9312 (972) 744-2804 X X X X 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 20,000,000 20,000,000 10,000 per Loc Aggregate 01/01/2018 01/01/201935921632 01/01/2018 01/01/201971719928 10,000,000 1,000,000 1,000,000 2,000,000 2,000,000 For Information Only Confers No Rights to Holder Named insured includes: Hilltop Securities Independent Network Inc. General and auto liability policies include a blanket automatic additional insured endorsement or provision that provides additional insured status to certificate holder only when there is a written contract between named insured and certificate holder that requires such status. General liability policy contains a special endorsement that provides blanket Primary Non-Contributory as required by written contract. General and auto liability, and workers compensation policies include a blanket automatic waiver of subrogation endorsement or provision that provides this feature only when there is a written contract between named insured and certificate holder that requires it. Hilltop Securities Holdings LLC Hilltop Securities Inc. Page 1 of 1 © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE APPENDIX C: HilltopSecurities’ National Financial Advisory Experience (2014 - Present) Sale Date Date Date Series Size IssuerState Issue DescriptionBid Type01/07/14 01/16/14 $7,252,000 Town of Norwood MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive01/07/14 01/23/14 $11,755,000 City of Pittsfield MA State Qualified General Obligation Municipal Purpose Loan of 2014 Bonds Competitive01/07/14 01/24/14 $2,100,000 City of Pittsfield MA General Obligation Bond Anticipation NotesCompetitive01/07/14 02/01/14 $6,430,000 Harris County Water Control and Improvement District No. 96 TX Unlimited Tax Bonds, Series 2014Competitive01/09/14 01/16/14 $9,650,000 City of Peabody (MA) MA General Obligation School BondsCompetitive01/09/14 01/24/14 $338,507 Town of New Braintree MA State House Serial Loan NotesCompetitive01/09/14 01/24/14 $22,000,000 City of Charleston (SC) SC General Obligation Bonds of 2014Competitive01/10/14 01/15/14 $21,195,000 Barbers Hill Independent School District TX Refunding Bonds, Series 2014Negotiated01/10/14 01/15/14 $42,895,000 Barbers Hill Independent School District TX School Building Bonds, Series 2014Negotiated01/10/14 01/17/14 $6,500,000 City of Newburyport MA General Obligation Bond Anticipation Notes (New Money and Renewal) Competitive01/13/14 01/15/14 $13,530,000 Reagan County Independent School District TX School Building Bonds, Series 2014Negotiated01/13/14 02/01/14 $3,225,000 Harris County Municipal Utility District No. 419 (TX) TX Unlimited Tax Park Bonds, Series 2014Competitive01/13/14 01/15/14 $70,125,000 Calhoun County Independent School District TX Unlimited Tax School Building and Refunding Bonds, Series 2014 Competitive01/14/14 01/01/14 $122,825,000 Fort Worth Independent School District TX School Building Bonds, Series 2014Negotiated01/14/14 01/15/14 $8,200,000 Gatesville Independent School District TX School Building Bonds, Series 2014Negotiated01/14/14 01/15/14 $64,900,000 City of El Paso (TX) TX Water and Sewer Revenue Refunding Bonds, Series 2014 Negotiated01/14/14 02/13/14 $200,000 Gatesville Independent School District TX School Building Capital Appreciation Bonds, Series 2014 Negotiated01/14/14 01/15/14 $7,020,000 City of Highland Village TX Combination Tax and Revenue Certificates of Obligation, Series 2014 Competitive01/14/14 01/23/14 $6,635,000 Town of Shrewsbury MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive01/14/14 01/24/14 $30,000,000 City of Quincy (MA) MA General Obligation Bond Anticipation Notes (renewal)Competitive01/14/14 02/01/14 $1,800,000 Timber Lane Utility District TX Unlimited Tax Bonds, Series 2014Competitive01/14/14 02/01/14 $1,700,000 Timber Lane Utility District TX Unlimited Tax Recreational Facilities Bonds, Series 2014A Competitive01/15/14 01/23/14 $13,708,000 Town of Ashburnham MA General Obligation School BondsCompetitive01/15/14 01/24/14 $1,083,414 Town of Ashburnham MA General Obligation Bond Anticipation Notes (renewal)Competitive01/15/14 01/30/14 $11,215,000 Wachusett Regional School District MA General Obligation State Qualified School Refunding Bonds Competitive01/16/14 02/01/14 $4,950,000 Woodsboro Independent School DistrictTX School Building Bonds, Series 2014Negotiated01/16/14 03/05/14 $11,980,000 Board of Regents of the University of Oklahoma OK General Revenue Bonds, Series 2014BNegotiated01/16/14 03/05/14 $12,380,000 Board of Regents of the University of Oklahoma OK General Revenue Bonds, Series 2014ANegotiated01/16/14 01/01/14 $1,490,000 Valley Ranch Municipal Utility District No. 1 TX Unlimited Tax Bonds, Series 2014Competitive01/16/14 01/30/14 $2,650,000 Town of Templeton MA Tax Anticipation NotesCompetitive01/16/14 01/30/14 $1,167,523 Groton-Dunstable Regional School District MA General Obligation Bond Anticipation NotesCompetitive01/16/14 02/01/14 $7,475,000 Graford Independent School District TXUnlimited Tax School Building Bonds, Series 2014Competitive01/21/14 02/15/14 $9,650,000 City of WacoTX Combination Tax and Revenue Certificates of Obligation, Series 2014 Competitive01/21/14 01/15/14 $18,450,000 City of Garland TX General Obligation Refunding Bonds, Series 2014Competitive01/21/14 02/20/14 $15,695,000 Lexington County Rural Recreation District SC General Obligation Refunding Bonds, Series 2014ACompetitive01/21/14 02/01/14 $1,565,000 City of Rosenberg TX General Obligation Bonds, Series 2014Competitive01/21/14 02/15/14 $78,790,000 College Station Independent School District TX Unlimited Tax School Building Bonds, Series 2014Competitive01/22/14 02/01/14 $8,560,000 Terrell Independent School District TXMaintenance Tax Notes, Series 2014Negotiated01/23/14 02/06/14 $677,460,000 New York State Thruway Authority (NY) NY General Revenue Bonds, Series JNegotiated01/23/14 02/15/14 $850,000 Leander Independent School District TX School Building Bonds, Series 2014BNegotiated01/23/14 02/15/14 $16,295,000 Leander Independent School District TX School Building Bonds, Series 2014ANegotiated01/23/14 02/15/14 $187,519,162 Leander Independent School DistrictTX School Building Capital Appreciation Bonds, Series 2014C Negotiated01/23/14 02/01/14 $4,420,000 Harris County Municipal Utility District No. 49 TX Waterworks and Sewer System Combination Unlimited Tax and Revenue Bonds, Series 2014 Competitive01/23/14 02/06/14 $10,000,000 City of New Bedford MA General Obligation State Qualified School Project Loan, Chapter 70B Bonds Competitive01/23/14 02/06/14 $100,000,000 The School District of Berkeley County (SC) SC General Obligation Bonds, Series 2014ACompetitive01/23/14 02/07/14 $25,183,346 City of New Bedford MA General Obligation Bond Anticipation NotesCompetitive01/23/14 02/07/14 $5,407,500 City of Pittsfield MA Series A General Obligation Bond Anticipation NotesCompetitive01/23/14 02/07/14 $2,956,860 City of Pittsfield MA Series B General Obligation Bond Anticipation NotesCompetitive01/24/14 01/15/14 $4,010,000 Crowley Independent School District TXRefunding Bonds, Series 2014ANegotiated01/24/14 01/15/14 $19,535,000 Crowley Independent School District TX Refunding Bonds, Series 2014Negotiated01/24/14 02/01/14 $7,465,000 Cushing Independent School District TXRefunding Bonds, Series 2014Negotiated01/24/14 02/20/14 $139,994 Crowley Independent School District TX Refunding Capital Appreciation Bonds, Series 2014ANegotiated01/27/14 01/15/14 $13,550,000 Yoakum Independent School District TXSchool Building Bonds, Series 2014-ANegotiated01/27/14 01/15/14 $31,500,000 Yoakum Independent School District TXSchool Building Bonds, Series 2014-BNegotiated01/27/14 01/15/14 $1,255,000 City of Mansfield (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2014A Negotiated01/27/14 02/01/14 $21,910,000 Jacksonville Independent School District TX School Building Bonds, Series 2014Negotiated01/27/14 02/01/14 $480,000 North Central Texas Community College District TX Limited Tax General Obligation Capital Appreciation Bonds, Series 2014 Negotiated01/27/14 02/01/14 $8,250,000 North Central Texas Community College District TX Limited Tax General Obligation Bonds, Series 2014Negotiated01/28/14 01/15/14 $3,800,000 City of Midland (TX) TX General Obligation Refunding Bonds, Series 2014Negotiated01/28/14 01/15/14 $19,500,000 Grapevine 4B Economic Development Corporation (TX) TX Sales Tax Revenue Bonds, Series 2014Negotiated01/28/14 01/15/14 $26,180,000 City of Midland (TX) TX Tax and Limited Pledge Revenue Certificates of Obligation, Series 2014 Negotiated01/28/14 01/15/14 $53,750,000 South Texas College District (TX) TX Limited Tax Bonds, Series 2014Negotiated01/28/14 02/13/14 $53,685,000 The Board of Governors of the University of North Carolina (NC) NC General Revenue Bonds, Series 2014A (East Carolina University) Negotiated01/28/14 01/15/14 $6,235,000 City of Cedar Hill TX Combination Tax and Revenue Certificates of Obligation, Series 2014 Competitive01/28/14 02/01/14 $1,025,000 Northeast Travis County Utility District TX Unlimited Tax Bonds, Series 2014Competitive01/28/14 02/01/14 $202,130,000 Tarrant Regional Water District TX Water Transmission Facilities Contract Revenue Bonds (City of Dallas Project), Series 2014 Competitive01/28/14 02/01/14 $4,180,000 City of AnnaTX Combination Tax and Revenue Certificates of Obligation, Series 2014 Competitive01/28/14 02/04/14 $9,300,000 Town of Somerset MA General Obligation Revenue Anticipation NotesCompetitive01/29/14 01/15/14 $85,235,000 Midland Independent School District TX School Building Bonds, Series 2014Negotiated01/29/14 02/12/14 $605,000 Town of Middletown (RI) RI General Obligation Bonds, Series 2014BNegotiated01/29/14 02/12/14 $9,515,000 Town of Middletown (RI) RI General Obligation Bonds, Series 2014ANegotiated01/29/14 02/20/14 $24,660,000 City of IrvingTX Hotel Occupancy Tax Revenue Refunding Bonds, Series 2014A Negotiated01/29/14 02/20/14 $39,655,000 City of IrvingTX Hotel Occupancy Tax Revenue Bonds, Series 2014BNegotiated01/29/14 02/06/14 $8,375,000 City of Everett (MA) MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive01/29/14 02/13/14 $2,651,000 Town of Manchester By-The-Sea MA General Obligation Municipal Purpose Loan of 2014 Bonds CompetitiveHilltopSecurities' National Financial Advisory Experience1 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience01/30/14 01/15/14 $40,665,000 Alamo Community College District TX Maintenance Tax Refunding Bonds, Series 2014 (Limited Tax) Negotiated01/30/14 02/01/14 $1,026,765 London Independent School District TX School Building Capital Appreciation Bonds, Series 2014 Negotiated01/30/14 02/01/14 $8,725,000 London Independent School District TX School Building Bonds, Series 2014Negotiated01/30/14 02/01/14 $18,650,000 Glasscock County Independent School District TX School Building Bonds, Series 2014Negotiated01/30/14 03/20/14 $40,590,000 City of Oakland (CA) CA Sewer Revenue Refunding Bonds 2014, Series ANegotiated01/30/14 02/01/14 $318,750,000 Tarrant Regional Water District TX Water Revenue Bonds, Series 2014Competitive01/30/14 02/06/14 $11,804,000 City of Gloucester MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive01/30/14 02/06/14 $2,475,000 City of Northampton MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive01/30/14 02/07/14 $5,572,145 City of Gloucester MA General Obligation Bond Anticipation NotesCompetitive02/03/14 02/18/14 $21,000,000 City of Atlanta (GA) GA Tax Allocation Bonds (Perry Bolton Project), Series 2014 Negotiated02/03/14 03/01/14 $7,160,000 Independent School District No. 1 of Tulsa County (Tulsa) OK Technology Equipment Bonds, Series 2014BCompetitive02/03/14 03/01/14 $10,840,000 Independent School District No. 1 of Tulsa County (Tulsa) OK Combined Purpose Bonds, Series 2014ACompetitive02/03/14 02/01/14 $990,000 City of Missouri City (TX) TX Combination Tax and Revenue Certificate of Obligation, Series 2014 Competitive02/03/14 02/01/14 $1,740,000 City of Missouri City (TX) TX General Obligation Bonds, Series 2014Competitive02/04/14 03/01/14 $5,445,000 Fort Bend County Municipal Utility District No. 121 TX Refunding Bonds, Series 2014Negotiated02/04/14 03/01/14 $4,280,000 Harris-Fort Bend Counties Municipal Utility District No. 1 TX Refunding Bonds, Series 2014Negotiated02/04/14 02/12/14 $303,000 Town of Wareham MA State House Serial Loan NotesCompetitive02/04/14 02/13/14 $10,019,000 City of Fall River MA General Obligation State Qualified Municipal Purpose Loan of 2014 Bonds Competitive02/04/14 02/14/14 $25,140,000 City of Fall River MA General Obligation Bond Anticipation NotesCompetitive02/04/14 02/27/14 $140,000,000 School District No. 2 of Dorchester County SC General Obligation Bonds of 2014ACompetitive02/05/14 02/01/14 $171,415,000 City of Fort Worth (TX) TX Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2014 Negotiated02/05/14 02/25/14 $14,085,000 University of Massachusetts Building Authority MA Project Revenue Bonds, Senior Series 2014-2Negotiated02/05/14 02/25/14 $293,890,000 University of Massachusetts Building Authority MA Project Revenue Bonds, Senior Series 2014-1Negotiated02/05/14 02/28/14 $164,640,000 Tarrant County Cultural Education Facilities Finance Corporation TX Hospital Revenue Bonds (Cook Children's Medical Center), Series 2014 Negotiated02/05/14 03/01/14 $6,100,000 Harris County Municipal Utility District No. 359 TX Refunding Bonds, Series 2014Negotiated02/05/14 02/14/14 $14,089,456 City of Springfield (MA) MA General Obligation Bond Anticipation NotesCompetitive02/05/14 02/19/14 $16,170,000 Rock Hill School District No. 3 of York County SC General Obligation Refunding Bonds, Series 2014ACompetitive02/05/14 02/20/14 $22,811,000 Town of Lexington (MA) MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive02/06/14 03/06/14 $49,580,000 Southwest Houston Redevelopment Authority TX Tax Increment Contract Revenue and Refunding Bonds, Series 2014 Private Placement02/06/14 02/14/14 $12,400,000 City of Newburyport MA General Obligation Bond Anticipation Notes (New Money) Competitive02/06/14 02/20/14 $23,000,000 Lexington County Rural Recreation District SC General Obligation Bonds, Series 2014BCompetitive02/10/14 02/01/14 $1,393,850 Kaufman County TX Road Premium Capital Appreciation Bonds, Series 2014 Negotiated02/10/14 02/01/14 $27,770,000 Kaufman County TX Road Bonds, Series 2014Negotiated02/10/14 02/01/14 $4,710,000 New Home Independent School District TX School Building Bonds, Series 2014Negotiated02/10/14 02/15/14 $14,335,000 Wise CountyTX Tax Notes, Series 2014 (Limited Tax)Negotiated02/10/14 02/15/14 $10,592,883 Abilene Independent School District TX School Building Capital Appreciation Bonds, Series 2014 Negotiated02/10/14 02/15/14 $70,885,000 Abilene Independent School District TX School Building Bonds, Series 2014Negotiated02/10/14 03/12/14 $90,000 New Home Independent School District TX School Building Capital Appreciation Bonds, Series 2014 Negotiated02/10/14 03/01/14 $5,300,000 Harris County Municipal Utility District No. 71 TX Unlimited Tax Bonds, Series 2014Competitive02/11/14 02/15/14 $2,240,000 City of San Juan TX Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2014 (Limited Tax) Negotiated02/12/14 02/01/14 $201,515,000 Cities of Dallas and Fort Worth TX Joint Revenue Refunding Bonds, Series 2014A (Dallas/Fort Worth International Airport) Negotiated02/12/14 03/01/14 $44,770,000 Seguin Independent School District TXSchool Building Bonds, Series 2014Negotiated02/12/14 03/01/14 $2,890,000 Plantation Municipal Utility DistrictTX Refunding Bonds, Series 2014Negotiated02/13/14 02/01/14 $16,180,000 Arlington Independent School District TX School Building Bonds, Series 2014Negotiated02/13/14 02/01/14 $33,215,000 North East Independent School District TX Refunding Bonds, Series 2014Negotiated02/13/14 02/01/14 $24,850,000 Mineral Wells Independent School District TX School Building Bonds, Series 2014Negotiated02/13/14 02/01/14 $12,240,000 Town of Little Elm TX Special Assessment Revenue Bonds, Series 2014 (Valencia Public Improvement District Phase #2) Negotiated02/13/14 02/01/14 $4,000,000 Town of Little Elm TX Special Assessment Revenue Bonds, Series 2014 (Valencia Public Improvement District Phase #1) Negotiated02/18/14 02/01/14 $4,000,000 City of Marble Falls TX Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2014 Competitive02/19/14 03/01/14 $4,595,000 Rayford Road Municipal Utility District TX Refunding Bonds, Series 2014Negotiated02/19/14 03/01/14 $2,785,000 Harris County Municipal Utility District No. 49 TX Refunding Bonds, Series 2014ANegotiated02/19/14 03/03/14 $6,000,000 City of Lawrence (MA) MA State Qualified General Obligation Deficit Financing Bond Anticipation Notes Competitive02/19/14 03/04/14 $13,500,000 School District of Oconee County SC General Obligation Bonds, Series 2014Competitive02/20/14 03/01/14 $3,035,000 Harris County Municipal Utility District No. 239 TX Refunding Bonds, Series 2014Negotiated02/20/14 03/06/14 $55,925,000 Rhode Island Clean Water Finance Agency RI Water Pollution Control Revolving Fund Revenue Bonds, Series 2014A (Pooled Loan Issue) Negotiated02/20/14 03/03/14 $2,667,500 City of Haverhill MA General Obligation State Qualified Deficit Financing Bond Anticipation Notes Competitive02/20/14 03/06/14 $3,900,000 School District No. 7 of Spartanburg County SC General Obligation Bonds, Series 2014ACompetitive02/21/14 02/28/14 $369,498 Town of Lincoln (MA) MA Bond Anticipation Notes (renewal)Competitive02/24/14 03/01/14 $4,230,000 Harris County Municipal Utility District No. 26 TX Refunding Bonds, Series 2014Negotiated02/24/14 03/01/14 $7,715,000 Fort Bend County Municipal Utility District No. 137 TX Refunding Bonds, Series 2014Negotiated02/24/14 02/15/14 $42,380,000 City of McAllen TX General Obligation Bonds, Series 2014Competitive02/24/14 02/15/14 $11,850,000 City of McAllen TX Combination Tax and Revenue Certificates of Obligation, Series 2014 Competitive02/25/14 02/01/14 $4,980,000 City of Pflugerville TX Combination Tax and Limited Revenue Certificates of Obligation, Series 2014 Negotiated02/25/14 02/15/14 $12,570,000 Town of Prosper TX Combination Tax and Surplus Revenue Certificates of Obligation, Series 2014 Negotiated02/25/14 02/15/14 $7,175,000 Town of Prosper TX General Obligation Refunding and Improvement Bonds, Series 2014 (Limited Tax) Negotiated02/25/14 03/01/14 $4,225,000 Harris County Municipal Utility District No. 106 TX Refunding Bonds, Series 2014Negotiated02/25/14 03/20/14 $55,560,000 Oklahoma Water Resources Board OK Revolving Fund Revenue Refunding Bonds, Series 2014A (Master Trust) Negotiated02/25/14 02/15/14 $6,560,000 City of Coppell TX General Obligation Refunding Bonds, Series 2014Competitive02/25/14 02/15/14 $12,000,000 Town of Addison TX General Obligation Bonds, Tax-Exempt Series 2014Competitive02/25/14 02/15/14 $7,565,000 Town of Addison TX Combination Tax and Revenue Certirficates of Obligation, Series 2014 Competitive02/25/14 02/15/14 $2,145,000 Town of Addison TX General Obligation Refunding Bonds, Series 2014 (AMT) Competitive02/26/14 03/05/14 $10,345,000 School District No. 1 of Anderson County SC General Obligation Refunding Bonds, Series 2014ACompetitive02/26/14 03/06/14 $20,936,000 City of Newton (MA) MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive02/26/14 03/06/14 $27,791,000 Town of Andover (MA) MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive02/27/14 02/15/14 $12,950,000 Upper Trinity Regional Water District (TX) TX Northeast Regional Water Reclamation System Revenue Bonds, Series 2014 Negotiated2 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience02/27/14 02/27/14 $208,430,000 State Board of Regents of the State of Utah UT Weekly Variable Rate Student Loan Revenue Bonds, Senior Series 2014 A Negotiated02/27/14 03/01/14 $4,640,000 Harris County Municipal Utility District No. 71 TX Refunding Bonds, Series 2014ANegotiated02/27/14 03/12/14 $13,395,000 Acton-Boxborough Regional School District MA General Obligation Refunding Bonds (Unlimited Tax)Competitive02/27/14 03/07/14 $12,000,000 City of Gardner (MA) MA General Obligation Police Station BondsCompetitive03/03/14 03/01/14 $4,250,000 City of Dumas (TX) TX Tax and Waterworks and Sewer System Surplus Revenue Certificates of Obligation, Series 2014 Negotiated03/03/14 04/01/14 $7,490,000 Fort Bend County Municipal Utility District No. 34 TX Refunding Bonds, Series 2014Negotiated03/03/14 03/01/14 $6,000,000 City of EnnisTX Combination Tax and Revenue Certificates of Obligation, Series 2014 Competitive03/04/14 03/01/14 $9,075,000 City of Weslaco TX Tax and Revenue Certificates of Obligation, Series 2014 (Limited Tax) Negotiated03/04/14 03/01/14 $50,000 Holliday Independent School District TX School Building and Refunding Capital Appriciation Bonds, Series 2014 Negotiated03/04/14 03/01/14 $9,290,000 Holliday Independent School District TX School Building and Refunding Bonds, Series 2014Negotiated03/04/14 04/01/14 $18,900,000 Fort Bend County TX Road Refunding Bonds, Series 2014Negotiated03/04/14 04/01/14 $4,750,000 Ricewood Municipal Utility District TXRefunding Bonds, Series 2014Negotiated03/04/14 03/17/14 $500,000 Sudbury Water District MA State House Serial Loan NotesCompetitive03/05/14 03/01/14 $12,175,000 City of TerrellTX Combination Tax and Waterworks and Sewer System (Limited Pledge) Rev Cert of Obligation, Series 2014 Negotiated03/05/14 03/17/14 $15,930,000 Town of Waterford (CT) CT General Obligation Bonds, Issue of 2014Competitive03/06/14 03/01/14 $74,175,000 Northside Independent School District TX Refunding Bonds, Series 2014Negotiated03/06/14 03/25/14 $103,955,000 City of Memphis (TN) TN General Improvement Refunding Bonds, Series 2014ANegotiated03/06/14 04/08/14 $19,520,000 Town of Parker CO Certificates of Participation, Series 2014Negotiated03/06/14 03/14/14 $3,551,000 Town of East Bridgewater MA General Obligation Bond Anticipation NotesCompetitive03/10/14 04/08/14 $2,295,000 City of KrumTX General Obligation Bonds, Series 2014 (Limited Tax)Negotiated03/11/14 04/01/14 $3,695,000 Longhorn Town Utility District (TX) TX Refunding Bonds, Series 2014Negotiated03/11/14 03/27/14 $7,322,000 Town of Norwell MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive03/11/14 03/27/14 $54,955,000 South Carolina Association of Governmental Organizations (SCAGO) SC Certificates of Participation Series 2014ACompetitive03/12/14 03/01/14 $11,799 Lake Worth Independent School District TXRefunding Premium Capital Appreciation Bonds, Series 2014 Negotiated03/12/14 03/01/14 $5,055,000 Lake Worth Independent School District TX Refunding Bonds, Series 2014Negotiated03/12/14 03/25/14 $14,450,000 City of Kansas City (MO) MO Special Obligation Bonds, Series 2014B (Kansas City, Missouri Projects) Negotiated03/12/14 03/25/14 $32,775,000 City of Kansas City (MO) MO Special Obligation Refunding Bonds, Series 2014C (Kansas City Downtown Redevelopment District) Negotiated03/12/14 03/25/14 $63,955,000 City of Kansas City (MO) MO Special Obligation Bonds, Series 2014A (Downtown Streetcar Project) Negotiated03/12/14 03/24/14 $52,762,000 The Metropolitan District, Hartford County CT General Obligation Bond Anticipation Notes Series ACompetitive03/12/14 03/24/14 $100,000,000 The Metropolitan District, Hartford County CT General Obligation Bond Anticipation Notes Series BCompetitive03/12/14 03/24/14 $35,000,000 The Metropolitan District, Hartford County CT General Obligation Bond Anticipation Notes Series DCompetitive03/12/14 03/24/14 $90,459,000 The Metropolitan District, Hartford County CT General Obligation Bond Anticipation Notes Series CCompetitive03/13/14 03/14/14 $605,195,000 City of Houston (TX) TX First Lien Revenue Refunding Bonds, Series 2014BNegotiated03/13/14 03/15/14 $139,995 Early Independent School District TX Capital Appreciation Refunding Bonds, Series 2014Negotiated03/13/14 03/15/14 $8,565,000 Early Independent School District TX Refunding Bonds, Series 2014Negotiated03/13/14 03/25/14 $208,230,000 City of Memphis (TN) TN General Improvement Refunding Bonds, Series 2014BNegotiated03/13/14 03/28/14 $328,130,000 Miami-Dade County (FL) FL Aviation Revenue Refunding Bonds, Series 2014Negotiated03/13/14 04/01/14 $692,890,000 City of Houston (TX) TX Combined Utility System First Lien Revenue Refunding Bonds, Series 2014C Negotiated03/17/14 04/01/14 $3,960,000 Montgomery County Municipal Utility District No. 89 TX Refunding Bonds, Series 2014Negotiated03/18/14 04/03/14 $32,900,000 City of Port St Lucie (FL) FL General Obligation Bonds, Series 2014Negotiated03/18/14 04/03/14 $41,840,000 City of Port St Lucie (FL) FL General Obligation Refunding Bonds, Series 2014Negotiated03/18/14 04/15/14 $1,875,000 City of KyleTX Tax Notes, Series 2014Competitive03/18/14 03/27/14 $4,302,000 Town of Stoughton MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive03/19/14 03/01/14 $15,015,000 City of Midlothian TX General Obligation Refunding Bonds, Series 2014 (Limited Tax) Negotiated03/19/14 04/01/14 $4,265,000 Beckville Independent School DistrictTX Refunding Bonds, Series 2014Negotiated03/19/14 04/01/14 $11,715,000 City of Baytown TX Combination Tax and Revenue Certificates of Obligation, Series 2014 (Limited Tax) Negotiated03/19/14 04/01/14 $28,520,000 City of Baytown TX General Obligation and Refunding Bonds, Series 2014 (Limited Tax) Negotiated03/19/14 03/27/14 $95,000,000 Municipality of Anchorage (AK) AK 2014 General Obligation Tax Anticipation NotesCompetitive03/19/14 03/28/14 $16,100,000 City of Peabody (MA) MA General Obligation Bond Anticipation Notes (renewal)Competitive03/19/14 03/28/14 $847,000 Town of Salisbury (MA) MA General Obligation Bond Anticipation Notes (new money and renewal) Competitive03/21/14 03/28/14 $5,720,000 Memphis Center City Revenue Finance Corporation TN Sports Facility Revenue Bonds, Series 2014B (Stadium Project) Negotiated03/21/14 03/28/14 $17,925,000 Memphis Center City Revenue Finance Corporation TN Sports Facility Revenue Bonds, Series 2014A (Stadium Project) Negotiated03/24/14 04/01/14 $4,135,000 Lake Worth Independent School District TX School Building Bonds, Series 2014Negotiated03/24/14 04/15/14 $4,980,000 City of Mineola TX Combination Tax and Revenue Certificates of Obligation, Series 2014 Competitive03/24/14 04/01/14 $2,075,000 Fort Bend County Municipal Utility District No. 129 TX Unlimited Tax Bonds, Series 2014Competitive03/25/14 03/01/14 $2,012,083 Cleburne Independent School District TX Refunding Premium Capital Appreciation Bonds, Series 2014 (Maturity Value) Negotiated03/25/14 03/01/14 $6,610,000 Cleburne Independent School District TX Refunding Bonds, Series 2014Negotiated03/25/14 04/01/14 $7,200,000 Harris County Water Control and Improvement District No. 155 TX Refunding Bonds, Series 2014Negotiated03/25/14 03/15/14 $2,300,000 City of Bedford (TX) TX Public Property Finance Contractual Obligations, Series 2014 Competitive03/25/14 03/15/14 $3,200,000 City of Bedford (TX) TX General Obligation Bonds, Series 2014Competitive03/25/14 03/15/14 $14,205,000 City of Heath (TX) TX Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2014 Competitive03/25/14 04/04/14 $1,250,000 Town of Easton (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive03/26/14 04/03/14 $51,275,000 Alaska Industrial Development and Export Authority AK Revenue Bonds (Greater Fairbanks Community Hospital Foundation Project), Series 2014 Negotiated03/26/14 04/10/14 $141,005,000 City of Atlanta (GA) GA Airport General Revenue Refunding Bonds, Series Series 2014B Negotiated03/26/14 04/10/14 $181,875,000 City of Atlanta (GA) GA Airport General Revenue Refunding Bonds, Series Series 2014C Negotiated03/26/14 04/10/14 $523,605,000 City of Atlanta (GA) GA Airport Passenger Facility Charge and Subordinate Lien General Revenue Ref Bonds, Series 2014A Negotiated03/26/14 04/15/14 $6,075,000 Town of Flower Mound TX General Obligation Refunding Bonds, Series 2014 (Limited Tax) Negotiated03/26/14 04/01/14 $3,750,000 Montgomery County Municipal Utility District No. 115 TX Unlimited Tax Bonds, Series 2014Competitive03/26/14 04/03/14 $4,494,300 Town of Winchester (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive03/27/14 04/01/14 $7,735,000 Spring Creek Utility District (TX) TX Refunding Bonds, Series 2014Negotiated04/02/14 04/01/14 $4,905,000 City of Portland (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2014 (Limited Tax) Negotiated04/02/14 04/01/14 $40,000,000 City of El Paso (TX) TX Combination Tax and Airport Revenue Certificates of Obligation, Series 2014 (Limited Tax) Negotiated04/02/14 04/10/14 $17,466,000 Town of North Reading MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive04/02/14 04/01/14 $22,000,000 Aldine Independent School District TXUnlimited Tax School Building Bonds, Series 2014Competitive04/03/14 04/01/14 $8,785,000 Malakoff Independent School District (TX) TX Refunding Bonds, Series 2014Negotiated3 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience04/03/14 04/30/14 $435,000 Malakoff Independent School District (TX) TX Refunding Capital Appreciation Bonds, Series 2014 (Maturity Value) Negotiated04/03/14 05/01/14 $7,565,000 West Park Municipal Utility District TX Refunding Bonds, Series 2014Negotiated04/03/14 05/06/14 $23,435,000 Mississippi State University Educational Building Corporation (MS) MS Revenue Bonds, Series 2014B (New Facilities Project) Negotiated04/03/14 05/06/14 $89,810,000 Mississippi State University Educational Building Corporation (MS) MS Revenue Bonds, Series 2014A (New Facilities and Refinancing Project) Negotiated04/04/14 04/01/14 $330,000 Galena Park Independent School District (TX) TX Refunding Capital Appreciation Bonds, Series 2014Negotiated04/04/14 04/01/14 $8,640,000 Galena Park Independent School District (TX) TX Refunding Bonds, Series 2014Negotiated04/07/14 04/15/14 $43,865,000 Lamar Consolidated Independent School District TX Schoolhouse Bonds, Series 2014BNegotiated04/07/14 04/01/14 $7,855,000 City of Richardson TX Combination Tax and Revenue Certificates of Obligation, Series 2014 Competitive04/07/14 03/15/14 $2,500,000 Town of Trophy Club TX Combination Tax and Revenue Certificates of Obligation, Series 2014 Competitive04/08/14 04/01/14 $88,515,000 City of El Paso (TX) TX General Obligation Refunding and Improvement Bonds, Series 2014 (Limited Tax) Negotiated04/08/14 04/15/14 $55,000 Gilmer Independent School District TX Refunding Premium Capital Appreciation Bonds, Series 2014 (Non-PSF)Negotiated04/08/14 04/15/14 $2,200,000 Gilmer Independent School District TX Refunding Bonds, Series 2014 (Non-PSF)Negotiated04/08/14 04/15/14 $9,380,000 Tuloso-Midway Independent School District TX School Building Bonds, Series 2014Negotiated04/08/14 04/15/14 $4,515,000 Hidalgo County TX Limited Tax Refunding Bonds, Series 2014ANegotiated04/08/14 04/15/14 $32,845,000 Hidalgo County TX Limited Tax Refunding Bonds, Series 2014BNegotiated04/08/14 04/22/14 $92,940,000 University of Connecticut CT General Obligation Bonds, 2014 Refunding Series ANegotiated04/08/14 04/22/14 $109,050,000 University of Connecticut CT General Obligation Bonds, 2014 Series ANegotiated04/08/14 04/24/14 $38,035,000 City of Longmont (CO) CO Electric and Broadband Utility Enterprise Revenue Bonds, Series 2014 Competitive04/08/14 05/01/14 $4,300,000 Fort Bend County Municipal Utility District No. 121 TX Unlimited Tax Bonds, Series 2014ACompetitive04/08/14 04/23/14 $25,000,000 School District of Beaufort County SCGeneral Obligation Bonds, Series 2014BCompetitive04/08/14 04/24/14 $28,962,000 Town of Belmont MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive04/09/14 04/15/14 $55,000 Prosper Independent School District (TX)TX School Building and Refunding Capital Appreciation Bonds, Series 2014 Negotiated04/09/14 04/15/14 $32,180,000 Prosper Independent School District (TX) TX School Building and Refunding Bonds, Series 2014Negotiated04/09/14 05/01/14 $2,145,000 City of Bunker Hill Village TX General Obligation Refunding Bonds, Series 2014Competitive04/10/14 04/15/14 $85,000 Senna Hills Municipal Utility District TXWaterworks and Sewer System Revenue Refunding Premium Capital Appreciation Bonds, Series 2014 Negotiated04/10/14 04/15/14 $6,125,000 Senna Hills Municipal Utility District TX Waterworks and Sewer System Revenue Refunding Bonds, Series 2014 Negotiated04/10/14 05/01/14 $3,420,000 NorthPointe Water Control and Improvement District TX Refunding Bonds, Series 2014Negotiated04/10/14 04/01/14 $14,350,000 City of The Colony TX General Obligation Refunding Bonds, Series 2014Competitive04/10/14 04/17/14 $14,750,000 City of Revere MA General Obligation Bond Anticipaton Notes (new money) Competitive04/10/14 05/01/14 $6,500,000 Fort Bend County Municipal Utility District No. 134C TX Unlimited Tax Bonds, Series 2014Competitive04/14/14 04/15/14 $2,955,000 City of McGregor (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2014 Competitive04/14/14 04/24/14 $4,940,000 City of Roswell (GA) GA General Obligation Bonds, Series 2014Competitive04/14/14 04/15/14 $850,000 Rayburn Country Municipal Utility District (TX) TX Waterworks and Sanitary Sewer Revenue Bonds, Series 2014 Competitive04/15/14 04/23/14 $16,211,000 City of Beverly (MA) MA General Obligation Bond Anticipation Notes (new money and renewal) Competitive04/15/14 04/24/14 $3,000,000 Greater Lowell Regional Vocational Technical School District (MA) MA General Obligation Bond Anticipation Notes (Renewal)Competitive04/15/14 05/06/14 $14,205,000 Town of Watertown (MA) MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive04/16/14 04/25/14 $12,000,000 County of Muskegon MI General Obligation Limited Tax Notes, Series 2013Competitive04/16/14 05/01/14 $4,155,000 Harris-Fort Bend Counties Municipal Utility District No. 5 TX Unlimited Tax Bonds, Series 2014Competitive04/16/14 05/01/14 $9,080,000 Harris County Municipal Utility District No. 167 TX Unlimited Tax Bonds, Series 2014Competitive04/17/14 04/30/14 $4,625,000 City of FateTX Special Assessment Revenue Bonds, Series 2014 (Williamsburg Public Improvement District No. 1 Phase 1A) Negotiated04/17/14 04/30/14 $2,250,000 City of FateTX Special Assessment Revenue Bonds, Series 2014 (Williamsburg Public Improvement District No. 1 Phase 1B) Negotiated04/17/14 04/30/14 $1,200,000 City of FateTX Special Assessment Revenue Bonds, Series 2014 (Williamsburg Public Improvement District No. 2 Phase 1C) Negotiated04/22/14 04/15/14 $90,000,000 Lamar Consolidated Independent School District TX Variable Rate SchoolHouse Bonds, Series 2014A (Mandatory Tender Date: 08/15/2016) Negotiated04/22/14 05/15/14 $1,995,000 Alba-Golden Independent School District TX Refunding Bonds, Series 2014Negotiated04/22/14 04/01/14 $2,875,000 City of CiboloTX General Obligation Bonds, Series 2014Competitive04/22/14 05/01/14 $2,000,000 Galveston County Municipal Utility District No. 66 (TX) TX Unlimited Tax Bonds, Series 2014Competitive04/22/14 05/01/14 $1,750,000 Town of Somers (CT) CT General Obligation Bond Anticipation NotesCompetitive04/23/14 04/15/14 $24,045,000 Mesquite Independent School DistrictTX School Building Bonds, Series 2014ANegotiated04/23/14 04/15/14 $54,200,000 Mesquite Independent School DistrictTX Refunding Bonds, Series 2014BNegotiated04/23/14 06/12/14 $29,285,000 Alaska Housing Finance Corporation AKState Capital Project Bonds II 2014 Series BNegotiated04/23/14 04/15/14 $89,180,000 City of Denton (TX) TX Certificates of Obligation, Series 2014Competitive04/23/14 05/01/14 $3,420,000 Harris County Municipal Utility District No. 322 TX Unlimited Tax Bonds, Series 2014Competitive04/23/14 05/07/14 $18,127,800 Town of Plymouth (MA) MA General Obligation Bond Anticipation Notes (new money and renewals) Competitive04/23/14 05/08/14 $1,225,000 Town of Lincoln (MA) MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive04/23/14 04/15/14 $7,330,000 City of Denton (TX) TX General Obligation Refunding and Improvement Bonds, Series 2014 Competitive04/24/14 04/15/14 $40,090,000 Northside Independent School District TX School Building Bonds, Series 2014Negotiated04/24/14 04/15/14 $79,245,000 Northside Independent School District TX Variable Rate School Building Bonds, Series 2014 (Mandatory Put Date - 08/01/2019) Negotiated04/24/14 05/07/14 $78,700,000 State of Rhode Island and Providence Plantations (RI) RI General Obligation Bonds Consolidated Capital Development Loan of 2014, Refunding Series A Negotiated04/24/14 05/15/14 $1,790,000 Pilot Point Independent School District TX Refunding Bonds, Series 2014Negotiated04/24/14 05/15/14 $212,145,000 Texas Public Finance Authority TX Unemployment Compensation Obligation Assessment Revenue Refunding Bonds, Series 2014A Negotiated04/24/14 05/15/14 $497,640,000 Texas Public Finance Authority TX Unemployment Compensation Obligation Assessment Revenue Refunding Bonds, Series 2014B Negotiated04/24/14 05/02/14 $1,000,000 City of Gardner (MA) MA General Obligation Bond Anticipation Notes (new money and renewals) Competitive04/24/14 05/01/14 $2,500,000 Galveston County Fresh Water Supply District No. 6 TX Unlimited Tax Bonds, Series 2014Competitive04/28/14 04/15/14 $8,255,000 City of Kaufman TX Pass-Through Toll Revenue and Limited Tax Bonds, Series 2014 Negotiated04/28/14 04/15/14 $1,045,000 City of Kaufman TX Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2014Negotiated04/28/14 06/19/14 $25,000,000 New Jersey Higher Education Assistance Authority NJ Variable Rate Senior Student Loan Revenue Bonds, Series-1A-2 Negotiated04/28/14 04/15/14 $9,040,000 City of Kingsville TX Limited Tax Refunding Bonds, Series 2014Competitive04/28/14 04/15/14 $29,325,000 City of Plano (TX) TX General Obligation Refunding and Improvement Bonds, Series 2014 Competitive04/29/14 04/15/14 $121,735,000 North East Independent School District TX Refunding Bonds, Series 2014ANegotiated04/29/14 05/01/14 $6,205,000 Timber Lane Utility District TX Refunding Bonds, Series 2014BNegotiated04/29/14 05/01/14 $234,997 Borger Independent School District TX Refunding Premium Capital Appreciation Bonds, Series 2014 (Maturity Value) Negotiated04/29/14 05/01/14 $6,655,000 Borger Independent School District TX Refunding Bonds, Series 2014Negotiated04/29/14 05/14/14 $100,000,000 Maryland Water Quality Financing Administration MD Bay Restoration Fund Revenue Bonds, Series 2014Competitive04/30/14 05/21/14 $199,570,000 State of North Carolina (NC) NC Limited Obligation Refunding Bonds, Series 2014BCompetitive04/30/14 05/01/14 $4,815,000 Harris County Municipal Utility District No. 401 (TX) TX Unlimited Tax Bonds, Series 2014Competitive4 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience04/30/14 05/13/14 $138,400 Town of Leicester MA Bond Anticipation NotesCompetitive04/30/14 05/15/14 $2,970,000 Town of Westwood MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive04/30/14 05/21/14 $35,590,000 Richland County (SC) SC General Obligation Bonds (Richland Library Projects), Series 2014A Competitive04/30/14 05/08/14 $30,000,000 City of LynnMA General Obligation State Qualified School Project Loan, Chapter 70B Bonds Competitive05/01/14 05/15/14 $1,044,877 Wylie Independent School District (Collin County) TX Refunding Capital Appreciation Bonds, Series 2014Negotiated05/01/14 05/15/14 $19,470,000 Wylie Independent School District (Collin County) TX Refunding Bonds, Series 2014Negotiated05/01/14 05/20/14 $12,370,000 Nogales Municipal Development Authority, Inc. AZ Municipal Facilities Revenue Refunding Bonds, Series 2014 Negotiated05/01/14 06/01/14 $9,265,000 Harris County Municipal Utility District No. 367 TX Refunding Bonds, Series 2014Negotiated05/01/14 06/01/14 $5,400,000 Harris County Municipal Utility District No. 151 TX Refunding Bonds, Series 2014Negotiated05/01/14 05/08/14 $21,680,000 City of Nashua NH General Obligation BondsCompetitive05/01/14 05/09/14 $397,000 Town of Wareham MA General Obligation Bond Anticipation Notes (new money) Competitive05/01/14 05/15/14 $8,100,000 Town of Rocky Hill CT General Obligation Bond Anticipation NotesCompetitive05/06/14 05/01/14 $21,330,000 City of Southlake TX General Obligation Refunding Bonds, Series 2014Competitive05/06/14 05/01/14 $8,780,000 City of Southlake TX Tax And Waterworks and Sewer System (Limited Pledged) Revenue Cert of Obligation, Series 2014 Competitive05/06/14 05/15/14 $16,000,000 Southlake Parks Development Corporation TX Sales Tax Revenue Refunding Bonds, Series 2014Competitive05/06/14 05/15/14 $5,767,000 Town of Braintree MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive05/06/14 05/16/14 $8,000,000 Town of Winthrop (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive05/06/14 05/23/14 $1,127,000 Southeastern Regional Vocational Technical School District MA General Obligation Bond Anticipation Notes (renewals) Competitive05/06/14 05/21/14 $9,804,000 Greater Lowell Regional Vocational Technical School District (MA) MA General Obligation State Qualified School BondsCompetitive05/07/14 05/01/14 $70,825,000 North East Independent School District TX Variable Rate School Building Bonds, Series 2014 (Mandatory Tender Date : 08/01/2019) Negotiated05/07/14 05/23/14 $1,000,000 Town of Wakefield MA General Obligation Bond Anticipation Notes (new and renewal) Competitive05/07/14 06/01/14 $1,650,000 Fort Bend County Municipal Utility District No. 158 TX Unlimited Tax Bonds, Series 2014Competitive05/08/14 05/15/14 $19,230,000 Richardson Independent School District TX Refunding Bonds, Series 2014BNegotiated05/08/14 05/15/14 $17,140,000 Richardson Independent School District TX School Building Bonds, Series 2014ANegotiated05/08/14 05/15/14 $9,480,000 Town of Glastonbury CT General Obligation Refunding Bonds, Issue of 2014Negotiated05/08/14 06/02/14 $308,660,000 City of Houston (TX) TX Airport System Special Facilities Revenue Refunding Bonds, Series 2014 Negotiated05/08/14 06/18/14 $23,000,000 Connecticut Higher Education Supplemental Loan Authority CT State Supported Revenue Bonds (Chesla Loan Program), 2014 Series A Negotiated05/08/14 06/19/14 $13,000,000 Higher Education Student Assistance Authority NJ Subordinate Student Loan Revenue Bonds, Series 2014-1B Negotiated05/08/14 06/19/14 $182,000,000 Higher Education Student Assistance Authority NJ Senior Student Loan Revenue Bonds, Series 2014-1A-1Negotiated05/08/14 05/29/14 $19,860,000 City of IrvingTX General Obligation Bonds, Series 2014Competitive05/08/14 05/22/14 $54,365,000 City of Kansas City (MO) MO Water Revenue Bonds, Series 2014ACompetitive05/08/14 05/23/14 $670,000 Town of Holliston MA General Obligation Bond Anticipation Notes (renewal)Competitive05/08/14 05/29/14 $20,725,000 City of IrvingTX Combination Tax and Revenue Certificates of Obligation, Series 2014 Competitive05/09/14 04/01/14 $36,590,000 Harris County Flood Control DistrictTX District Improvement Refunding Bonds, Series 2014 (Limited Tax) Negotiated05/09/14 04/01/14 $60,100,000 Harris County Flood Control DistrictTX District Contract Tax Refunding Bonds, Series 2014A (Limited Tax) Negotiated05/09/14 04/01/14 $73,665,000 Harris County Flood Control DistrictTX Contract Tax Refunding Bonds, Series 2014B (Limited Tax) Negotiated05/09/14 05/01/14 $47,720,000 White Settlement Independent School District TX Refunding Bonds, Series 2014Negotiated05/09/14 05/27/14 $28,000,000 Seminole County FL Special Obligation Bonds, Series 2014Negotiated05/09/14 06/12/14 $1,654,874 White Settlement Independent School District TX Refunding Premium Capital Appreciation Bonds, Series 2014 Negotiated05/09/14 05/15/14 $2,600,000 Town of Templeton MA Revenue Anticipation NotesCompetitive05/12/14 05/01/14 $1,545,000 La Feria Independent School District TX Limited Maintenance Tax Notes, Series 2014Negotiated05/12/14 06/01/14 $2,885,000 Lakeside Water Control & Improvement District No. 1 (TX) TX Refunding Bonds, Series 2014Negotiated05/12/14 06/10/14 $115,000 Lakeside Water Control & Improvement District No. 1 (TX) TX Refunding Premium Compound Interest Bonds, Series 2014 Negotiated05/12/14 05/01/14 $1,040,000 City of NashTX Combination Tax and Revenue Certficates of Obligation, Series 2014 Competitive05/13/14 05/15/14 $90,000 Gainesville Independent School District (TX) TX Refunding Premium Capital Appreciation Bonds, Series 2014 Negotiated05/13/14 05/15/14 $8,960,000 Gainesville Independent School District (TX) TX Refunding Bonds, Series 2014Negotiated05/13/14 05/22/14 $1,000,000,000 New Jersey Turnpike Authority NJ Turnpike Revenue Bonds, Series 2014 ANegotiated05/13/14 06/01/14 $5,400,000 City of Celina (TX) TX Tax and Waterworks and Sewer System (Limited Pledge) Revenue Cert of Obligation, Series 2014 Negotiated05/13/14 06/05/14 $65,150,000 Ohio Department of Administrative Services (OH) OH Refunding Certificates of Participation, Series 2014ACompetitive05/13/14 06/05/14 $2,175,000 Hampton County School District No. 1 SC General Obligation Refunding Bonds, Series 2014Competitive05/13/14 06/01/14 $1,165,000 Lakeside Water Control & Improvement District No. 2-C TX Unlimited Tax Bonds, Series 2014Competitive05/14/14 05/23/14 $2,000,000 Town of West Boylston MA General Obligation Bond Anticipation Notes Unlimited Tax (renewals) Competitive05/14/14 05/23/14 $5,331,000 Town of Hamilton MA General Obligation Bond Anticipation Notes (new money and renewal) Competitive05/14/14 05/29/14 $8,400,000 Town of Brookline MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive05/14/14 06/04/14 $21,695,000 School District No. 7 of Spartanburg County SC General Obligation Refunding Bonds, Series 2014BCompetitive05/14/14 05/30/14 $473,529 Town of North Reading MA General Obligation Bond Anticipation Notes (new and renewal) Competitive05/15/14 05/01/14 $68,485,000 Camino Real Regional Mobility Authority TX Senior Lien Vehicle Registration Fee Revenue Bonds, Series 2014 Negotiated05/15/14 05/01/14 $16,000,000 Town of Flower Mound TX Special Assessment Revenue Bonds, Series 2014 (River Walk Public Improvement District No. 1) Negotiated05/15/14 05/15/14 $71,725,000 Fort Bend Independent School District TX Refunding Bonds, Series 2014Negotiated05/15/14 06/03/14 $10,240,000 Town of Ridgefield CT General Obligation Refunding Bonds, Issue of 2014Negotiated05/15/14 05/22/14 $4,590,000 City of Taunton MA General Obligation State Qualified Municipal Purpose Loan of 2014 Bonds Competitive05/15/14 06/01/14 $3,725,000 Fort Bend County Municipal Utility District No. 167 TX Unlimited Tax Bonds, Series 2014Competitive05/19/14 05/15/14 $9,080,000 City of Mesquite (TX) TX General Obligation Refunding Bonds, Series 2014 (Limited Tax) Negotiated05/19/14 05/15/14 $9,715,000 City of Mesquite (TX) TX Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2014 Negotiated05/19/14 05/15/14 $11,655,000 City of Mesquite (TX) TX Waterworks and Sewer System Revenue Refunding and Improvement Bonds, Series 2014 Negotiated05/19/14 06/01/14 $700,000 Galveston County Municipal Utility District No. 12 (TX) TX Unlimited Tax Bonds, Series 2014Competitive05/19/14 06/01/14 $14,220,000 Fort Bend County Municipal Utility District No. 128 TX Unlimited Tax Bonds, Series 2014Competitive05/20/14 05/01/14 $32,955,000 City of BorgerTX Tax and Waterworks and Sewer System Surplus Revenue Certificates of Obligation, Series 2014 Negotiated05/20/14 06/01/14 $13,475,000 City of Garland TX Combination Tax and Revenue Certificates of Obligation, Series 2014 (Limited Tax) Negotiated05/20/14 06/03/14 $157,855,000 University of Massachusetts Building Authority MA Refunding Revenue Bonds, Senior Series 2014-4Negotiated05/20/14 07/03/14 $67,365,000 University of Massachusetts Building Authority MA Refunding Revenue Bonds, Senior Series 2014-3Negotiated05/20/14 06/01/14 $63,410,000 State of South Carolina (SC) SC General Obligation State Highway Refunding Bonds Series 2014A Competitive05/20/14 06/01/14 $15,190,000 State of South Carolina (SC) SC General Obligation State Institution Bonds, (Issued on behalf of Univ. of South Carolina) Series 2014A Competitive05/20/14 06/01/14 $33,030,000 State of South Carolina (SC) SC General Obligation State Institution Bonds, (Issued on behalf of Clemson Univ.), Series 2014B Competitive05/20/14 06/02/14 $6,002,450 City of Lawrence (MA) MA Series A State Qualified General Obligation Deficit Financing Bond Anticipation Notes Competitive5 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience05/20/14 06/02/14 $1,900,000 City of Lawrence (MA) MA Series B General Obligation Anticipation Notes (new money) Competitive05/20/14 06/05/14 $3,761,000 Town of Nantucket MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive05/20/14 06/06/14 $4,401,000 Town of Nantucket MA General Obligation Bond Anticipation Notes (new money and renewal) Competitive05/20/14 06/02/14 $247,000 Athol-Royalston Regional School District MA State Qualified Bond Anticipation NotesCompetitive05/20/14 06/01/14 $5,000,000 City of Rosenberg TX Combination Tax and Revenue Certificates of Obligation, Series 2014 Competitive05/21/14 05/01/14 $222,910,000 Cities of Dallas and Fort Worth TX Joint Revenue Improvement Bonds, Series 2014B (Dallas/Fort Worth International Airport) Negotiated05/21/14 05/15/14 $12,645,000 Parker County TX General Obligation Bonds, Series 2014 (Limited Tax)Negotiated05/21/14 05/15/14 $1,755,000 City of Dalworthington Gardens (TX) TXCombination Tax and Revenue Certificates of Obligation, Series 2014 (Limited Tax) Negotiated05/21/14 06/01/14 $38,175,000 City of Garland TX Water System Revenue Refunding and Improvement Bonds, New Series 2014 Negotiated05/21/14 06/01/14 $4,525,000 Harris County Municipal Utility District No. 365 TX Refunding Bonds, Series 2014Negotiated05/21/14 05/15/14 $111,455,000 Frisco Independent School District (TX) TX Unlimited Tax School Building & Refunding Bonds, Series 2014 Competitive05/21/14 05/30/14 $8,300,000 Town of Scituate (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive05/21/14 06/02/14 $5,032,000 Town of Needham MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive05/21/14 05/29/14 $3,950,000 City of Melrose (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive05/21/14 05/30/14 $486,000 Town of Cohasset MA General Obligation Bond Anticipation Notes (new money) Competitive05/21/14 06/02/14 $635,500 Town of Needham MA General Obligation Taxable Bond Anticipation Notes (new) Competitive05/21/14 06/02/14 $1,607,000 Town of Needham MA General Obligation Bond Anticipation Notes (renewal and new money) Competitive05/22/14 05/15/14 $89,415,000 Ysleta Independent School District TXRefunding Bonds, Series 2014Negotiated05/22/14 06/01/14 $5,575,000 Fort Bend County Municipal Utility District No. 122 TX Refunding Bonds, Series 2014Negotiated05/22/14 06/04/14 $47,095,000 Rhode Island Health and Educational Building Corporation (RI) RI Higher Education Facility Revenue Bonds, Series 2014 (Bryant University Issue) Negotiated05/22/14 05/30/14 $171,200 Town of Rowley MA State House Serial Loan Notes (new money)Competitive05/22/14 06/05/14 $20,000,000 School District of Marlboro County SCGeneral Obligation Bonds, Series 2014ACompetitive05/28/14 05/01/14 $14,675,000 Town of Horizon City (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2014 (Limited Tax) Negotiated05/28/14 06/05/14 $73,445,000 City of Commerce City CO Sales and Use Tax Revenue Bonds, Series 2014Negotiated05/28/14 06/11/14 $35,350,000 Sacramento Area Flood Control AgencyCA Natomas Basin Local Assessment District Bonds, Series 2014 Negotiated05/28/14 06/10/14 $1,850,000 Town of Ipswich MA General Obligation Bond Anticipation Notes (new money) Competitive05/28/14 06/13/14 $2,000,000 Upper Blackstone Water Pollution Abatement District MA General Obligation Bond Anticipation Notes (new money) Competitive05/29/14 06/01/14 $10,000 Water Valley Independent School DistrictTX Refunding Premium Capital Appreciation Bonds, Series 2014 Negotiated05/29/14 06/01/14 $1,260,000 Water Valley Independent School District TX Refunding Bonds, Series 2014Negotiated05/29/14 06/20/14 $420,000 Town of Northlake (TX) TX Combination Tax and Limited Surplus Water and Sewer Revenue Cert of Obligation, Series 2014B Negotiated05/29/14 06/20/14 $4,170,000 Town of Northlake (TX) TX Combination Tax and Assessment Revenue Certificates of Obligation, Series 2014A Negotiated05/29/14 06/06/14 $1,521,000 Town of Maynard MA General Obligation Bond Anticipation Notes Unlimited Tax (new money) Competitive05/29/14 06/19/14 $20,215,000 School District No. 1 of Anderson County SC General Obligation Refunding Bonds, Series 2014BCompetitive05/29/14 06/20/14 $1,863,163 Town of Saugus MA General Obligation Bond Anticipation Notes (new money) Competitive05/29/14 06/06/14 $150,000 Town of Townsend (MA) MA General Obligation Bond Anticipation Notes (new)Competitive05/29/14 06/06/14 $8,746,030 Town of Wellesley MA General Obligation Bond Anticipation Notes (new money) Competitive06/02/14 06/01/14 $22,565,000 City of Burleson TX General Obligation Refunding and Improvement Bonds, Series 2014 (Limited Tax) Negotiated06/02/14 06/01/14 $10,165,000 City of Burleson TX Combination Tax and Revenue Certificates of Obligation, Series 2014 (Limited Tax)Negotiated06/02/14 06/01/14 $49,220,000 Socorro Independent School District TX Refunding Bonds, Series 2014ANegotiated06/02/14 07/01/14 $7,160,000 Independent School District No. 1 of Tulsa County (Tulsa) OK Technology Equipment Bonds, Series 2014DCompetitive06/02/14 07/01/14 $40,840,000 Independent School District No. 1 of Tulsa County (Tulsa) OK Combined Purpose Bonds, Series 2014CCompetitive06/03/14 05/15/14 $8,450,000 City of Schertz TX General Obligation Refunding Bonds, Series 2014 (Limited Tax) Negotiated06/03/14 06/01/14 $4,550,000 Town of Little Elm TX General Obligation Refunding Bonds, Series 2014 (Limited Tax) Negotiated06/03/14 06/01/14 $85,305,000 City of Garland TX Electric Utility System Revenue Refunding Bonds, New Series 2014 Negotiated06/03/14 06/12/14 $7,985,000 Town of Concord (MA) MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive06/03/14 06/13/14 $176,108 Town of Bolton (MA) MA General Obligation Bond Anticipation Notes (renewal money) Competitive06/03/14 06/13/14 $6,985,000 Mendon Upton Regional School DistrictMA General Obligation School BondsCompetitive06/03/14 06/18/14 $5,645,000 Orangeburg County Consolidated School District Number Three SC General Obligation Refunding Bonds, Series 2014Competitive06/03/14 06/27/14 $3,400,000 Town of Danvers MA General Obligation Bond Anticipation Notes (new money) Competitive06/04/14 06/01/14 $88,415,000 Board of Regents, Texas State University System TX Revenue Financing System Revenue and Refunding Bonds, Series 2014 Negotiated06/04/14 06/19/14 $314,045,000 Miami-Dade County Expressway Authority FL Toll System Revenue Bonds, Series 2014ANegotiated06/04/14 06/25/14 $93,725,000 Decatur Hospital Authority TX Hospital Revenue Bonds (Wise Regional Health System), Series 2014A Negotiated06/04/14 06/18/14 $2,116,000 Greater Lawrence Regional Vocational Technical High School District MA General Obligation State Qualified School BondsCompetitive06/04/14 06/19/14 $1,000,000 Town of Reading MA General Obligation Bond Anticipation Notes (new money) Competitive06/04/14 06/25/14 $2,587,000 Town of Harvard MA General Obligation Bond Anticipation Notes (new money and renewal) Competitive06/04/14 06/20/14 $600,000 Nantucket Regional Transit Authority MA Revenue Anticipation NotesCompetitive06/05/14 06/01/14 $10,060,000 City of Odessa (TX) TX General Obligation Refunding Bonds, Series 2014 (Limited Tax) Negotiated06/05/14 06/01/14 $8,795,000 Canutillo Independent School DistrictTX Refunding Bonds, Series 2014Negotiated06/05/14 07/01/14 $440,915,000 Regional Transportation District CO Certificates of Participation, Series 2014ANegotiated06/05/14 06/13/14 $25,500,000 City of Somerville MA General Obligation Bond Anticipation Notes (renewal and new money) Competitive06/05/14 06/17/14 $12,379,410 Town of Framingham MA General Obligation Bond Anticipation Notes (new money) Competitive06/05/14 06/20/14 $3,730,472 Town of Rockport (MA) MA General Obligation Bond Anticipation Notes (renewal)Competitive06/05/14 07/01/14 $4,000,000 Fort Bend County Levee Improvement District No. 7 TX Unlimited Tax Levee Improvement Bonds, Series 2014 Competitive06/05/14 06/13/14 $6,900,000 City of Brockton MA General Obligation Bond Anticipation Notes (renewal)Competitive06/06/14 06/20/14 $225,000 Town of Plainville (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive06/09/14 05/15/14 $3,280,000 City of New Braunfels TX Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2014B Negotiated06/09/14 05/15/14 $6,845,000 City of New Braunfels TX Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2014A Negotiated06/09/14 05/15/14 $13,970,000 City of New Braunfels TX General Obligation Bonds, Series 2014Negotiated06/10/14 06/01/14 $3,820,000 Pampa Independent School District TX Refunding Bonds, Series 2014Negotiated06/10/14 06/15/14 $350,000 Bullard Independent School District (TX) TX Refunding Premium Capital Appreciation Bonds, Series 2014 Negotiated06/10/14 06/15/14 $8,485,000 Bullard Independent School District (TX) TX Refunding Bonds, Series 2014Negotiated06/10/14 06/01/14 $3,020,000 City of Henderson (TX) TX General Obligation Refunding Bonds, Series 2014Competitive06/10/14 06/19/14 $16,000,000 Essex North Shore Agricultural and Technical School District MA General Obligation State Qualified School BondsCompetitive06/10/14 06/20/14 $25,000,000 Essex North Shore Agricultural and Technical School District MA General Obligation Bond Anticipation Notes (new and renewal) Competitive06/10/14 06/24/14 $4,819,000 City of Waltham (MA) MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive6 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience06/10/14 06/27/14 $3,500,000 City of Waltham (MA) MA General Obligation Bond Anticipation Notes (Taxable) (renewal) Competitive06/10/14 06/19/14 $28,385,000 City of Quincy (MA) MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive06/10/14 06/20/14 $3,000,000 City of Quincy (MA) MA General Obligation Bond Anticipation Notes (renewal)Competitive06/10/14 06/25/14 $8,718,000 City of Concord (NH) NH General Obligation Capital Improvement BondsCompetitive06/10/14 07/01/14 $3,700,000 Fort Bend County Municipal Utility District No. 187 (TX) TX Unlimited Tax Bonds, Series 2014Competitive06/11/14 07/01/14 $330,000 Denton County Fresh Water Supply District No. 10 TX Road Refunding Capital Appreciation Bonds, Series 2014 Negotiated06/11/14 07/01/14 $6,380,000 Denton County Fresh Water Supply District No. 10 TX Refunding Bonds, Series 2014Negotiated06/11/14 07/01/14 $11,510,000 Denton County Fresh Water Supply District No. 10 TX Road Refunding Bonds, Series 2014Negotiated06/11/14 07/17/14 $65,695,000 New Hampshire Municipal Bond Bank NH 2014 Series A BondsCompetitive06/11/14 06/20/14 $18,520,000 City of Marlborough MA General Obligation Bond Anticipation Notes (new money and renewals) Competitive06/11/14 06/20/14 $8,000,000 Merrimack Valley Regional Transit Authority MA General Obligation Revenue Anticipation Notes (new money) Competitive06/11/14 06/27/14 $1,640,000 Hamilton-Wenham Regional School District MA General Obligation Bond Anticipation Notes (new money) Competitive06/11/14 07/01/14 $3,422,000 Town of Winchester (MA) MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive06/11/14 07/01/14 $2,000,000 Langham Creek Utility District TX Waterworks and Sewer System Combination Unlimited Tax and Revenue Bonds, Series 2014 Competitive06/11/14 07/01/14 $3,880,000 Fort Bend County Municipal Utility District No. 146 TX Unlimited Tax Bonds, Series 2014Competitive06/11/14 07/02/14 $42,280,715 Town of Winchester (MA) MA General Obligation Bond Anticipation Notes (new money and renewal) Competitive06/11/14 06/20/14 $9,300,000 Worcester Regional Transit Authority MA Revenue Anticipation NotesCompetitive06/11/14 06/20/14 $10,500,000 Town of Holden MA General Obligation Bond Anticipation Notes (renewal and new money) Competitive06/11/14 06/20/14 $3,785,000 City of Malden MA General Obligation Bond Anticipation Notes (new money) Competitive06/11/14 06/26/14 $3,602,195 Town of Bellingham MA General Obligation Bond Anticipation Notes (new and renewal) Competitive06/11/14 06/26/14 $1,692,878 Town of AyerMA General Obligation Bond Anticipation Notes (new and renewal) Competitive06/12/14 06/15/14 $50,000 Henderson Independent School District TX Refunding Capital Appreciation Bonds, Series 2014Negotiated06/12/14 06/15/14 $8,850,000 Henderson Independent School DistrictTX Refunding Bonds, Series 2014Negotiated06/12/14 06/26/14 $15,100,000 Town of Brookfield (CT) CT General Obligation Refunding Bonds, Issue of 2014Negotiated06/12/14 06/19/14 $4,000,000 Town of Wolcott (CT) CT General Obligation Bond Anticipation NotesCompetitive06/12/14 06/20/14 $1,147,037 Town of Lynnfield MA General Obligation Bond Anticipation Notes (renewals) Competitive06/12/14 06/20/14 $1,360,000 Town of Medfield MA General Obligation Bond Anticipation Notes (new money) Competitive06/12/14 06/20/14 $140,000 Town of Groveland (MA) MA Bond Anticipation Notes (new money)Competitive06/12/14 06/25/14 $1,995,000 Town of Burlington (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive06/13/14 07/09/14 $547,980,000 City of Houston (TX) TX Combined Utility System First Lien Revenue and Refunding Bonds, Series 2014D Negotiated06/16/14 07/01/14 $6,955,000 Harris County Municipal Utility District No. 281 TX Refunding Bonds, Series 2014Negotiated06/16/14 05/15/14 $9,500,000 City of Aransas Pass TX Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2014 Competitive06/16/14 07/15/14 $10,965,000 Denton County TX Tax Notes, Series 2014Competitive06/16/14 07/15/14 $29,245,000 Denton County TX Permanent Improvement Bonds, Series 2014Competitive06/17/14 06/01/14 $3,000,000 City of SintonTX Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2014 Competitive06/17/14 06/01/14 $9,245,000 Walnut Creek Special Utility DistrictTX Water System Revenue Bonds, Series 2014Competitive06/17/14 06/26/14 $2,309,690 Town of Bedford (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive06/17/14 06/27/14 $3,800,000 City of Fitchburg (MA) MA Series B General Obligation Bond Anticipation Notes (new money and renewals) Competitive06/17/14 06/27/14 $300,000 City of Fitchburg (MA) MA Series A General Obligation State Aid Anticipation Notes (new money) Competitive06/17/14 06/25/14 $26,050,000 City of Portsmouth (NH) NH General Obligation Capital Improvement Loan of 2014 Bonds Competitive06/17/14 06/27/14 $5,982,487 Town of Lexington (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive06/17/14 06/24/14 $500,000 City of Fall River MA General Obligation State Aid Anticipation Notes (new money) Competitive06/17/14 06/24/14 $1,185,000 City of Fall River MA General Obligation Bond Anticipation Notes (new money) Competitive06/17/14 06/27/14 $38,323,700 Town of West Springfield MA General Obligation Bond Anticipation Notes (new money and renewal) Competitive06/18/14 06/01/14 $6,575,000 City of Celina (TX) TX Special Assessment Revenue Bonds, Series 2014Negotiated06/18/14 06/01/14 $8,750,000 City of Celina (TX) TX Special Assessment Revenue Bonds, Series 2014Negotiated06/18/14 06/15/14 $5,000 Everman Independent School District TX Refunding Capital Appreciation Bonds, Series 2014Negotiated06/18/14 06/15/14 $9,175,000 Everman Independent School District TXRefunding Bonds, Series 2014Negotiated06/18/14 07/01/14 $170,000 Pine Tree Independent School District TXRefunding Capital Appreciation Bonds, Series 2014Negotiated06/18/14 07/01/14 $8,015,000 Pine Tree Independent School DistrictTX Refunding Bonds, Series 2014Negotiated06/18/14 07/02/14 $200,000,000 City of Houston (TX) TX Tax and Revenue Anticipation Notes, Series 2014Competitive06/18/14 07/01/14 $18,930,000 City of Memphis (TN) TN Sanitary Sewerage System Revenue Refunding Bonds, Series 2014 Competitive06/18/14 06/26/14 $138,282 Town of Norwood MA General Obligation State Aid Anticipation Notes (new money) Competitive06/18/14 06/26/14 $11,000,000 School District No. 1 of Florence County SC General Obligation Bonds, Series 2014Competitive06/18/14 06/26/14 $22,041,000 Town of Webster (MA) MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive06/18/14 06/26/14 $6,300,000 Town of Norwood MA General Obligation Public Works Facility BondsCompetitive06/18/14 06/27/14 $865,575 Town of Webster (MA) MA General Obligation Bond Anticipation Notes (renewals) Competitive06/18/14 06/27/14 $1,416,969 City of Medford (MA) MA General Obligation Bond Anticipation Notes (new and renewal money) Competitive06/18/14 06/30/14 $1,181,082 Town of East Longmeadow MA General Obligation Bond Anticipation Notes (new money) Competitive06/18/14 06/27/14 $2,000,000 City of Haverhill MA General Obligation State Aid Anticipation Notes (new money) Competitive06/18/14 06/27/14 $4,993,032 City of Pittsfield MA General Obligation Bond Anticipation Bonds, Series A (renewal-Non Bank Qualified) Competitive06/18/14 06/27/14 $5,006,968 City of Pittsfield MA General Obligation Bond Anticipation Bonds, Series B (new money-Bank Qualified) Competitive06/18/14 06/27/14 $781,000 City of Haverhill MA General Obligation Bond Anticipation Notes (new money) Competitive06/19/14 06/15/14 $9,250,000 Jacksboro Independent School DistrictTX Refunding Bonds, Series 2014Negotiated06/19/14 06/15/14 $13,660,000 Southside Independent School District TX Refunding Bonds, Series 2014Negotiated06/19/14 06/27/14 $1,200,000 City of Taunton MA General Obligation Bond Anticipation Notes (new money) Competitive06/19/14 06/27/14 $4,149,737 City of Holyoke MA General Obligation Bond Anticipation Notes (new money) Competitive06/19/14 07/02/14 $2,153,000 Cape Ann Transportation Authority MA General Obligation Revenue Anticipation NotesCompetitive06/19/14 07/02/14 $9,051,000 Town of Danvers MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive06/19/14 07/10/14 $25,595,000 The Recreation District of Richland County (SC) SC General Obligation Refunding Bonds, Series 2014Competitive06/19/14 06/27/14 $15,000,000 The Metropolitan District, Hartford County CT General Obligation Bond Anticipation Notes Series ECompetitive06/19/14 06/27/14 $40,000,000 The Metropolitan District, Hartford County CT General Obligation Bond Anticipation Notes Series FCompetitive06/19/14 06/27/14 $4,000,000 City of Salem (MA) MA General Obligation State Aid Anticipation Notes (new money) Competitive06/19/14 06/27/14 $6,863,000 City of Salem (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive06/19/14 07/03/14 $16,500,000 Wachusett Regional School District MA General Obligation Revenue Anticipation Notes (new money) Competitive7 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience06/19/14 06/27/14 $821,714 Town of Salisbury (MA) MA General Obligation Grant Anticipation Notes Series B (new money) Competitive06/19/14 06/27/14 $1,418,000 Town of Ashburnham MA General Obligation Bond Anticipation Notes (new)Competitive06/19/14 06/27/14 $6,100,000 Town of Salisbury (MA) MA General Obligation Bond Anticipation Notes Series A (new money) Competitive06/23/14 07/22/14 $5,744,000 Caldwell Independent School District (TX) TX School Building Qualified School Construction Bonds, Series 2014 (Tax Credit Bonds) Private Placement06/23/14 07/01/14 $2,500,000 Fort Bend County Levee Improvement District No. 6 (TX) TX Unlimited Tax Bonds, Series 2014Competitive06/23/14 06/30/14 $1,000,000 County of Norfolk MA General Obligation Bond Anticipation Notes (new money) Competitive06/23/14 07/15/14 $13,000,000 City of Mont Belvieu TX Tax and Revenue Certificates of Obligation, Series 2014 Competitive06/24/14 06/15/14 $2,150,000 City of Melissa TX Combination Tax and Surplus Revenue Certificates of Obligation, Series 2014 Competitive06/24/14 07/15/14 $1,250,000 Hardin County Water Control and Improvement District No. 1 TX Unlimited Tax Bonds, Series 2014Competitive06/24/14 07/18/14 $2,671,500 Town of Nahant MA General Obligation Bond Anticipation Notes (new money and renewal) Competitive06/24/14 07/18/14 $1,300,000 Town of Nahant MA Revenue Anticipation Notes (new money)Competitive06/25/14 06/01/14 $124,285,000 Cities of Dallas and Fort Worth TX Dallas/Fort worth International Airport Joint Revenue Improvement Bonds, Series 2014C Negotiated06/25/14 07/10/14 $9,780,000 Rhode Island Health and Educational Building Corporation (RI) RI Public Schools Revenue Bond Financing Program Revenue Bonds, Series 2014A Negotiated06/25/14 06/30/14 $160,000 Town of Stoughton MA General Obligation Bond Anticipation Notes (new money) Competitive06/25/14 07/01/14 $2,190,000 Travis County Municipal Utility District No. 15 TX Unlimited Tax Bonds, Series 2014Competitive06/25/14 06/30/14 $23,153,426 City of Springfield (MA) MA Series A General Obligation Bond Anticipation Notes (new money) Competitive06/25/14 06/30/14 $2,921,234 City of Springfield (MA) MA Series B General Obligation Bond Anticipation NotesCompetitive06/25/14 06/30/14 $1,338,987 City of Springfield (MA) MA General Obligation State Aid Anticipation Notes (new money) Competitive06/25/14 06/30/14 $35,560 Town of Rowley MA General Obligation State Aid Anticipation NotesCompetitive06/25/14 06/30/14 $3,000,000 City of Salem (MA) MA General Obligation State Aid Anticipation Notes (new money) Competitive06/26/14 06/15/14 $159,485,000 Arlington Independent School District TX School Building Bonds, Series 2014ANegotiated06/26/14 07/01/14 $3,770,000 Galveston County Municipal Utility District No. 39 TX Refunding Bonds, Series 2014Negotiated06/26/14 07/01/14 $5,350,000 Cross Roads Independent School District TX School Building and Refunding Bonds, Series 2014Negotiated06/26/14 07/01/14 $9,240,000 New Caney Independent School District (TX) TX School Building Bonds, Series 2014Negotiated06/26/14 07/08/14 $7,400,000 Regional School District No. 10 of the State of Connecticut CT General Obligation Refunding Bonds, Issue of 2014Negotiated06/26/14 07/08/14 $6,285,000 City of Providence RI General Obligation Refunding Bonds, Series 2014BNegotiated06/26/14 07/08/14 $17,480,000 City of Providence RI General Obligation Refunding Bonds, Series 2014ANegotiated06/26/14 07/09/14 $3,595,000 City of Groton (CT) CT General Obligation Refunding Bonds, Issue of 2014, Series B Negotiated06/26/14 07/09/14 $11,765,000 City of Groton (CT) CT General Obligation Refunding Bonds, Issue of 2014, Series A Negotiated06/26/14 07/01/14 $4,200,000 Williamson County Municipal Utility District No. 15 (TX) TX Unlimited Tax Bonds, Series 2014Competitive06/27/14 06/30/14 $50,000,000 State of Arkansas AR General Obligation Amendment 82 Bonds, Series 2014 B Negotiated06/27/14 06/30/14 $75,000,000 State of Arkansas AR General Obligation Amendment 82 Bonds, Series 2014 A Negotiated07/01/14 07/01/14 $64,315,000 Greenville Independent School District TX School Building Bonds, Series 2014Negotiated07/01/14 07/09/14 $11,000,000 State of Colorado (CO) CO Bureau of Investigation Pueblo Regional Facility Project Certificates of Participation Series 2014 Competitive07/02/14 07/01/14 $14,900,000 Fort Bend County Municipal Utility District No. 138 TX Unlimited Tax Road Bonds, Series 2014Competitive07/07/14 08/01/14 $8,460,000 Fort Bend County Municipal Utility District No. 169 TX Contract Revenue Bonds (Road Facilities) Series 2014 Competitive07/08/14 08/01/14 $6,710,000 City of Dickinson (TX) TX General Obligation Refunding Bonds, Series 2014Competitive07/08/14 08/01/14 $865,000 Williamson County Municipal Utility District No. 11 TX Unlimited Tax Bonds, Series 2014Competitive07/09/14 06/15/14 $23,380,000 Collin CountyTX Limited Tax Refunding and Improvement Bonds, Series 2014 Negotiated07/09/14 06/15/14 $25,045,000 Collin CountyTX Road Bonds, Series 2014Negotiated07/09/14 06/15/14 $171,430,000 North Texas Municipal Water District TX Water System Revenue Refunding and Improvement Bonds, Series 2014 Negotiated07/09/14 07/01/14 $43,480,000 Prosper Independent School District (TX) TX Refunding Bonds, Series 2014Negotiated07/09/14 07/01/14 $614,999 Pleasant Grove Independent School District TX Refunding Premium Capital Appreciation Bonds, Series 2014 Negotiated07/09/14 07/01/14 $8,020,000 Pleasant Grove Independent School District TX Refunding Bonds, Series 2014Negotiated07/09/14 07/01/14 $23,815,000 Clint Independent School District TX Refunding Bonds, Series 2014Negotiated07/09/14 07/15/14 $21,775,000 Lovejoy Independent School District (TX) TX School Building and Refunding Bonds, Series 2014Negotiated07/09/14 07/30/14 $549,929 Clint Independent School District TX Refunding Premium Capital Appreciation Bonds, Series 2014 (Maturity Value) Negotiated07/09/14 07/23/14 $55,000,000 City of Oakland (CA) CA 2014-2015 Tax and Revenue Anticipation NotesCompetitive07/09/14 07/18/14 $4,428,608 City of Revere MA General Obligation Bond Anticipation Notes (renewal)Competitive07/09/14 07/18/14 $4,467,000 Town of Lynnfield MA General Obligation Recreation BondsCompetitive07/09/14 07/29/14 $21,130,000 The School District of Darlington County SC General Obligation Advanced Refunding and Improvement Bonds, Series 2014 Competitive07/09/14 08/01/14 $3,750,000 Harris County Municipal Utility District No. 282 TX Unlimited Tax Bonds, Series 2014Competitive07/09/14 08/14/14 $5,800,000 City of Santa Fe (NM) NM General Obligation Bonds, Series 2014Competitive07/10/14 08/04/14 $25,000,000 New Jersey Turnpike Authority NJ Turnpike Revenue Bonds, Series 2014 B-1Negotiated07/10/14 08/04/14 $50,000,000 New Jersey Turnpike Authority NJ Turnpike Revenue Bonds, Series 2014 B-2Negotiated07/10/14 08/04/14 $50,000,000 New Jersey Turnpike Authority NJ Turnpike Revenue Bonds, Series 2014 B-3Negotiated07/10/14 07/15/14 $3,750,000 City of Rowlett TX General Obligation Refunding Bonds, Taxable Series 2014 Competitive07/10/14 07/18/14 $1,083,414 Town of Ashburnham MA General Obligation Bond Anticipation NotesCompetitive07/10/14 07/25/14 $9,330,000 Town of Burlington (MA) MA General Obligation Bond Anticipation Notes (new money and renewal) Competitive07/14/14 08/15/14 $14,000,000 Mount Vernon Independent School District TX Unlimited Tax School Building Bonds, Series 2014Competitive07/14/14 08/01/14 $1,420,000 Lakeside Water Control & Improvement District No. 2-B (TX) TX Unlimited Tax Bonds, Series 2014Competitive07/15/14 07/15/14 $225,000 Chapel Hill Independent School District (Smith County) TX Refunding Capital Appreciation Bonds, Series 2014Negotiated07/15/14 07/15/14 $8,545,000 Chapel Hill Independent School District (Smith County) TX Refunding Bonds, Series 2014Negotiated07/15/14 07/15/14 $5,335,000 Cameron Independent School District TXSchool Building Bonds, Series 2014Negotiated07/15/14 07/15/14 $1,000,000 Peaster Independent School District TXSchool Building Bonds, Series 2014ANegotiated07/15/14 07/15/14 $5,745,000 Peaster Independent School District TXSchool Building Bonds, Series 2014BNegotiated07/15/14 07/15/14 $4,825,000 City of Rowlett TX Waterworks and Sewer System Revenue Bonds, Series 2014 Competitive07/15/14 07/01/14 $4,000,000 City of Converse TX Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2014Competitive07/15/14 07/15/14 $1,890,000 City of Farmers Branch TX Combination Tax and Revenue Certificates of Obligation, Series 2014 Competitive07/15/14 07/15/14 $13,920,000 City of Farmers Branch TX General Obligation Bonds, Series 2014Competitive07/15/14 07/25/14 $13,000,000 Pioneer Valley Transit Authority MA Revenue Anticipation NotesCompetitive07/15/14 08/01/14 $54,755,000 Dickinson Independent School District TX Unlimited Tax Schoolhouse Bonds, Series 2014Competitive07/16/14 08/01/14 $9,950,000 City of Longmont (CO) CO Certificates of Participation, Series 2014BNegotiated07/16/14 08/01/14 $19,525,000 City of Longmont (CO) CO Certificates of Participation, Series 2014ANegotiated07/16/14 07/25/14 $4,820,000 City of Quincy (MA) MA General Obligation Bond Anticipation Notes (New money and renewal) Competitive8 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience07/16/14 08/01/14 $7,500,000 Rockingham County (NH) NH General Obligation Tax Anticipation Notes (new money) Competitive07/16/14 08/07/14 $9,585,000 City of Methuen MA General Obligation State Qualified School Project Loan, Chaprter 70B Bonds Competitive07/16/14 08/06/14 $14,845,000 The Metropolitan District, Hartford County CT General Obligation Refunding Bonds, Issue of 2014, Series B Competitive07/16/14 08/06/14 $47,735,000 The Metropolitan District, Hartford County CT General Obligation Bonds, Issue of 2014, Series ACompetitive07/17/14 07/15/14 $4,935,000 Sands Consolidated Independent School District TX School Building Bonds, Series 2014Negotiated07/17/14 07/15/14 $4,395,000 Hunt Independent School District TX School Building Bonds, Series 2014Negotiated07/17/14 08/01/14 $4,180,000 Harris County Municipal Utility District No. 383 TX Refunding Bonds, Series 2014Negotiated07/17/14 07/15/14 $3,290,000 Slocum Independent School District (TX) TX Unlimited Tax School Building Bonds, Series 2014Competitive07/17/14 07/30/14 $3,000,000 Town of Shrewsbury MA General Obligation Bond Anticipation Notes (new money) Competitive07/17/14 08/07/14 $8,168,000 Town of Marblehead MA General Obligation Municipal Purpose Loan of 2014 Bonds (Unlimited Tax) Competitive07/17/14 08/08/14 $15,766,205 Town of Marblehead MA General Obligation Bond Anticipation Notes (new money and renewals) Competitive07/17/14 08/05/14 $5,500,000 Town of Stafford (CT) CT General Obligation Bond Anticipation NotesCompetitive07/21/14 07/01/14 $78,430,000 Cities of Dallas and Fort Worth TX Dallas/Fort Worth International Airport Joint Revenue Refunding Bonds, Series 2014D Negotiated07/21/14 07/31/14 $277,000,000 State Board of Regents of the State of Utah UT Variable Rate Student Loan Backed Notes, Series 2014-1 (Libor - Indexed Notes) (Limited Tax) Negotiated07/21/14 08/01/14 $10,045,000 City of EnnisTX General Obligation Refunding Bonds, Series 2014 (Limited Tax) Negotiated07/21/14 07/15/14 $5,465,000 City of Waxahachie TX General Obligation Refunding Bonds, Series 2014Competitive07/21/14 07/15/14 $3,830,000 City of Waxahachie TX Combination Tax and Revenue Certificates of Obligation, Series 2014 Competitive07/21/14 07/01/14 $6,835,000 City of HewittTX Combination Tax and Limited Surplus Revenue Certiicates of Obligation, Series 2014 Competitive07/21/14 08/15/14 $15,025,000 Town of Flower Mound TX Certificates of Obligation, Series 2014Competitive07/22/14 07/01/14 $9,160,000 Hearne Independent School District TX Refunding Bonds, Series 2014Negotiated07/22/14 07/01/14 $32,925,000 Via Metropolitan Transit Advanced Transportation District (TX) TX Sales Tax Revenue Improvement and Refunding Bonds, Series 2014 Negotiated07/22/14 07/15/14 $150,000 Marble Falls Independent School District (TX) TX School Building and Refunding Capital Appreciation Bonds, Series 2014 Negotiated07/22/14 07/15/14 $9,140,000 Marble Falls Independent School District (TX) TX School Building and Refunding Bonds, Series 2014Negotiated07/22/14 08/06/14 $3,370,000 Rhode Island Health and Educational Building Corporation (RI) RI Public Schools Revenue Bond Financing Program Revenue Bonds, Series 2014B Negotiated07/22/14 08/19/14 $257,365,000 City of Houston (TX) TX Public Improvement Refunding Bonds, Series 2014A (Limited Tax) Negotiated07/22/14 08/06/14 $225,000,000 Harris County (TX) TX Tax Anticipation Notes, Series 2014Competitive07/22/14 07/15/14 $7,355,000 City of HurstTX Tax and Waterworks and Sewer System (Limited Pledge) Revenue Cert of Obligation, Series 2014 Competitive07/23/14 08/01/14 $39,900,000 Frenship Independent School DistrictTX School Building Bonds, Series 2014Negotiated07/23/14 08/15/14 $6,705,000 Mabank Independent School District TX Refunding Bonds, Series 2014Negotiated07/23/14 08/15/14 $73,725,000 City of Houston (TX) TX Convention and Entertainment Facs Dept Hotel Occupancy Tax and Special Rev and Ref Bonds, Series 2014 Negotiated07/23/14 07/30/14 $11,335,760 City of New Bedford MA General Obligation Bond Anticipation Notes (new money) Competitive07/23/14 08/01/14 $5,880,000 Brockton Area Transit Authority MA Revenue Anticipation NotesCompetitive07/24/14 07/15/14 $49,650,000 Coppell Independent School District TX School Building Bonds, Series 2014Negotiated07/24/14 08/01/14 $29,999 Dodd City Independent School District TX School Building Premium Capital Appreciation Bonds, Series 2014 Negotiated07/24/14 08/01/14 $3,390,000 Dodd City Independent School DistrictTX School Building Bonds, Series 2014Negotiated07/24/14 07/15/14 $5,350,000 City of LufkinTX General Obligation Refunding Bonds, Series 2014Competitive07/24/14 07/15/14 $90,000,000 City of FriscoTX Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2014A Competitive07/24/14 08/01/14 $3,000,000 Town of Uxbridge MA General Obligation Bond Anticipation Notes Series A (renewal) Competitive07/24/14 08/01/14 $2,317,000 Town of Uxbridge MA General Obligation Bond Anticipation Notes Series B (renewal) Competitive07/24/14 07/15/14 $25,000,000 Frisco Economic Development Corporation TX Sales Tax Revenue Bonds, Taxable Series 2014Competitive07/28/14 07/15/14 $28,695,000 Miami Independent School District (TX) TX School Building Bonds, Series 2014Negotiated07/28/14 08/01/14 $6,175,000 Fort Bend County Municipal Utility District No. 134C TX Unlimited Tax Road Bonds, Series 2014Competitive07/28/14 08/01/14 $3,500,000 City of Watauga TX Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2014 Competitive07/29/14 08/14/14 $28,020,000 State of Hawaii (HI) HI Highway Revenue Bonds, Series 2014CNegotiated07/29/14 08/14/14 $32,285,000 State of Hawaii (HI) HI Highway Revenue Bonds, Series 2014BNegotiated07/29/14 08/14/14 $103,375,000 State of Hawaii (HI) HI Highway Revenue Bonds, Series 2014ANegotiated07/29/14 08/15/14 $34,325,000 Gladewater Independent School District (TX) TX School Building Bonds, Series 2014Negotiated07/29/14 08/21/14 $20,340,000 Berkeley County (SC) SC Combined Utility System Revenue Bonds, Series 2014Negotiated07/29/14 07/15/14 $7,090,000 Princeton Independent School DistrictTX Unlimited Tax School Building Bonds, Series 2014Competitive07/29/14 07/15/14 $2,185,000 City of Farmersville TX General Obligation Refunding and Improvement Bonds, Series 2014 Competitive07/29/14 08/01/14 $12,590,000 Fort Bend County Municipal Utility District No. 133 TX Unlimited Tax Bonds, Series 2014Competitive07/29/14 08/14/14 $2,661,000 Town of Rockport (MA) MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive07/29/14 08/15/14 $835,000 Town of Rockport (MA) MA General Obligation Bond Anticipation Notes (renewal)Competitive07/30/14 07/15/14 $49,360,000 City of El Paso (TX) TX General Obligation Refunding Bonds, Series 2014A (Limited Tax) Negotiated07/30/14 07/15/14 $64,605,000 City of El Paso (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2014 (Limited Tax) Negotiated07/30/14 08/14/14 $17,390,000 Sports Auth of the Metropolitan Government of Nashville and Davidson Co TN Public Improvement Revenue Refunding Bonds, Series 2014 Negotiated07/30/14 08/01/14 $1,250,000 Fort Bend County Levee Improvement District No. 20 TX Unlimited Tax Levee Improvement Bonds, Series 2014 Competitive07/30/14 08/14/14 $7,338,000 City of Brockton MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive07/31/14 07/15/14 $31,415,000 Llano Independent School District TX School Building Bonds, Series 2014Negotiated07/31/14 07/15/14 $91,695,000 Southwest Independent School District TX School Building and Refunding Bonds, Series 2014Negotiated07/31/14 08/28/14 $54,815,000 Austin Independent School District TXRefunding Bonds, Series 2014ANegotiated07/31/14 08/28/14 $89,595,000 Austin Independent School District TXRefunding Bonds, Series 2014BNegotiated07/31/14 08/12/14 $4,190,000 Town of Brooklyn (CT) CT General Obligation Bond Anticipation NotesCompetitive07/31/14 08/08/14 $19,000,000 Montachusett Regional Transit Authority MA General Obligation Revenue Anticipation NotesCompetitive08/04/14 09/01/14 $7,820,000 Weston Municipal Utility District TX Unlimited Tax Bonds, Series 2014Competitive08/04/14 08/08/14 $20,415,000 City of Methuen MA General Obligation Bond Anticipation Notes (renewal)Competitive08/05/14 08/01/14 $4,765,000 City of Gainesville (TX) TX General Obligation Bonds, Series 2014Competitive08/05/14 08/15/14 $2,385,100 Town of East Bridgewater MA General Obligation Bond Anticipation Notes (new money) Competitive08/05/14 08/20/14 $760,100 Nashoba Regional School District MA General Obligation Bond Anticipation Notes (new)Competitive08/05/14 09/01/14 $4,390,000 Galveston County Municipal Utility District No. 39 TX Unlimited Tax Bonds, Series 2014ACompetitive08/05/14 08/12/14 $25,000,000 Town of Enfield (CT) CT General Obligation Bonds, Issue of 2014Competitive08/05/14 08/12/14 $10,000,000 Town of Enfield (CT) CT General Obligation Bond Anticipation NotesCompetitive08/06/14 08/01/14 $129,389,999 Leander Independent School DistrictTX Refunding Bonds, Series 2014DNegotiated08/06/14 08/15/14 $7,915,000 Joshua Independent School District TX Refunding Bonds, Series 2014Negotiated08/06/14 08/15/14 $3,215,000 Hamshire-Fannett Independent School District (TX) TX Unlimited Tax Refunding Bonds, Series 2014Competitive9 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience08/06/14 08/15/14 $1,730,000 City of Lowell (MA) MA Taxable State Aid Anticipation Notes (renewals and new money) Competitive08/06/14 08/15/14 $16,800,000 City of Gloucester MA General Obligation Bond Anticipation NotesCompetitive08/07/14 08/01/14 $6,375,000 Abilene Independent School District TXRefunding Bonds, Series 2014Negotiated08/07/14 08/01/14 $5,800,000 City of Pleasanton (TX) TX Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2014 Competitive08/07/14 08/15/14 $2,500,000 Town of Tyngsborough MA General Obligation Bond Anticipation NotesCompetitive08/07/14 08/22/14 $4,000,000 County of Norfolk MA General Obligation Bond Anticipation Notes (new money) Competitive08/08/14 10/07/14 $201,860,000 New Jersey Turnpike Authority NJ Turnpike Revenue Bonds, Series 2014 CNegotiated08/11/14 08/01/14 $6,500,000 Alvarado Independent School District (TX) TX School Building Qualified School Construction Bonds, Series 2014 (Tax Credit Bonds) Private Placement08/12/14 08/15/14 $1,906,928 Sanford-Fritch Independent School District (TX) TX School Building Capital Appreciation Bonds, Series 2014 Negotiated08/12/14 08/15/14 $6,040,000 Sanford-Fritch Independent School District (TX) TX School Building Bonds, Series 2014Negotiated08/12/14 08/28/14 $10,970,000 Allendale County School District SC Energy Savings Special Obligation Refunding and Improvement Bonds, Series 2014 Negotiated08/12/14 09/04/14 $38,225,000 City of Houston (TX) TX Airport System Special Facilities Revenue Refunding Bonds, Series 2014 Negotiated08/12/14 08/01/14 $8,500,000 City of Bellmead TX Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2014Competitive08/12/14 08/21/14 $14,205,000 Town of Easton (MA) MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive08/12/14 08/22/14 $6,633,495 Town of Easton (MA) MA General Obligation Bond Anticipation NotesCompetitive08/12/14 09/01/14 $2,580,000 Barker-Cypress Municipal Utility District (TX) TX Unlimited Tax Bonds, Series 2014Competitive08/12/14 09/04/14 $11,350,000 Town of Bellingham MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive08/12/14 08/26/14 $17,500,000 The Consolidated School District of Aiken County SC General Obligation Bonds, Series 2014Competitive08/13/14 08/01/14 $40,405,000 City of FriscoTX General Obligation Refunding and Improvement Bonds, Series 2014 (Limited Tax) Negotiated08/13/14 08/01/14 $13,810,000 City of FriscoTX Combination Tax and Surplus Revenue Certificates of Obligation, Series 2014 (Limited Tax) Negotiated08/13/14 08/26/14 $7,630,000 Town of Cumberland (RI) RI General Obligation Refunding Bonds, Series 2014ANegotiated08/13/14 09/01/14 $195,905,000 Harris County (TX) TX Road Refunding Bonds, Series 2014ANegotiated08/13/14 09/01/14 $8,215,000 Waller Independent School District TX Refunding Bonds, Series 2014Negotiated08/13/14 09/16/14 $285,000 Waller Independent School District TX Refunding Premium Compound Interest Bonds, Series 2014 Negotiated08/13/14 08/15/14 $26,855,000 Amarillo Independent School District (TX) TX Unlimited Tax Refunding Bonds, Series 2014ACompetitive08/13/14 09/01/14 $2,040,000 Harris County Municipal Utility District No. 396 TX Unlimited Tax Bonds Series 2014Competitive08/13/14 09/01/14 $25,340,000 Cinco Municipal Utility District No. 1 TX Contract Revenue Bonds, Series 2014Competitive08/13/14 09/01/14 $2,360,000 Cinco Municipal Utility District No. 1 TX Contract Revenue Bonds, Taxable Series 2014ACompetitive08/14/14 08/01/14 $13,840,000 Snyder Consolidated Independent School District (TX) TX School Building Bonds, Series 2014Negotiated08/14/14 08/15/14 $75,000 Trenton Independent School District TX Refunding Capital Appreciation Bonds, Series 2014Negotiated08/14/14 08/15/14 $3,710,000 Trenton Independent School District TXRefunding Bonds, Series 2014Negotiated08/14/14 08/26/14 $18,795,000 Simi Valley Public Facilities Financing Authority (CA) CA Lease Revenue Refunding Bonds, Series 2014ANegotiated08/14/14 09/01/14 $34,005,000 City of College Station TX Certificates of Obligation, Series 2014 (Limited Tax)Negotiated08/14/14 09/01/14 $35,865,000 City of College Station TX General Obligation Improvement and Refunding Bonds, Series 2014 (Limited Tax) Negotiated08/14/14 09/01/14 $3,220,000 Montgomery County Municipal Utility District No. 94 TX Refunding bonds, Series 2014ANegotiated08/15/14 08/15/14 $6,555,000 Leakey Independent School District (TX) TX School Building Bonds, Series 2014Negotiated08/15/14 08/28/14 $16,240,000 Florence-Darlington Commission for Technical Education SC Special Fee Refunding Revenue Bonds, Series 2014Negotiated08/18/14 08/15/14 $69,993 Kemp Independent School District TX Refunding Capital Appreciation Bonds, Series 2014Negotiated08/18/14 08/15/14 $8,725,000 Kemp Independent School District TX Refunding Bonds, Series 2014Negotiated08/18/14 09/01/14 $4,305,000 Fort Bend County Municipal Utility District No. 143 TX Refunding Bonds, Series 2014Negotiated08/18/14 09/16/14 $4,530,000 Hidalgo Independent School District TXRefunding Bonds, Series 2014Negotiated08/19/14 09/01/14 $3,370,000 Harris County Water Control and Improvement District No. 96 TX Refunding Bonds, Series 2014Negotiated08/19/14 09/01/14 $7,520,000 Montgomery County Municipal Utility District No. 112 TX Unlimited Tax Bonds, Series 2014Competitive08/19/14 09/02/14 $7,000,000 City of Haverhill MA General Obligation State Qualified Deficit Financing Bond Anticipation Notes Competitive08/19/14 09/11/14 $10,810,000 Town of Hanover (MA) MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive08/19/14 09/12/14 $1,476,698 Town of Hanover (MA) MA General Obligation Bond Anticipation Notes (Renewal)Competitive08/19/14 09/02/14 $6,000,000 City of Lawrence (MA) MA Series A General Obligation Deficit Financing Bond Anticipation Notes (State Qualified) Competitive08/19/14 09/02/14 $6,900,000 City of Lawrence (MA) MA Series B General Obligation Bond Anticipation Notes (Renewal) Competitive08/20/14 09/01/14 $11,600,000 Galveston County Municipal Utility District No. 54 (TX) TX Unlimited Tax and Contract Revenue Bonds Series 2014 Competitive08/20/14 08/27/14 $3,675,000 Town of Groveland (MA) MA General Obligation Bond Anticipation NotesCompetitive08/20/14 09/02/14 $11,000,000 School District No. 6 of Spartanburg County SC General Obligation Bonds, Series 2014Competitive08/21/14 08/15/14 $27,155,000 City of Denton (TX) TX General Obligation Refunding Bonds, Series 2014Competitive08/25/14 09/01/14 $46,030,000 West Harris County Regional Water Authority TX Water System Revenue Refunding Bonds, Series 2014 Negotiated08/25/14 09/01/14 $7,625,000 Fort Bend County Levee Improvement District No. 15 TX Unlimited Tax Road Improvement Bonds Series 2014Competitive08/25/14 09/01/14 $25,155,000 Panola College District (TX) TX General Obligation Bonds Series 2014Competitive08/26/14 09/11/14 $20,940,000 Hunt Memorial Hospital District TX General Obligation Refunding and Improvement Bonds, Series 2014 (Limited Tax) Negotiated08/26/14 09/17/14 $67,000,000 Clover School District No. 2 of York County SC General Obligation Bonds, Series 2014Competitive08/27/14 08/01/14 $97,315,000 Cities of Dallas and Fort Worth TX Joint Revenue Refunding and Improvement Bonds, Series 2014E (Dallas/Fort Worth International Airport) Negotiated08/27/14 08/15/14 $48,880,000 San Antonio Independent School District TX Variable Rate Refunding Bonds, Series 2014B (Mandatory Tender Date: 08/01/2018) Negotiated08/27/14 08/15/14 $48,795,000 San Antonio Independent School District TX Variable Rate Refunding Bonds, Series 2014A (Mandatory Tender Date: 08-01-2017) Negotiated08/27/14 09/01/14 $66,300,000 Northwest Independent School District TX School Building Bonds, Series 2014Negotiated08/27/14 09/04/14 $23,240,000 Michigan Finance Authority (MI) MI Local Government Loan Program Revenue Bonds, Series 2014C-8 Negotiated08/27/14 09/04/14 $27,470,000 Michigan Finance Authority (MI) MI Local Government Loan Program Revenue Bonds, Series 2014C-2 Negotiated08/27/14 09/04/14 $76,715,000 Michigan Finance Authority (MI) MI Local Government Loan Program Revenue Bonds, Series 2014C-7 Negotiated08/27/14 09/04/14 $95,165,000 Michigan Finance Authority (MI) MI Local Government Loan Program Revenue Bonds, Series 2014C-5 Negotiated08/27/14 09/04/14 $123,220,000 Michigan Finance Authority (MI) MI Local Government Loan Program Revenue Bonds, Series 2014C-1 Negotiated08/27/14 09/04/14 $143,880,000 Michigan Finance Authority (MI) MI Local Government Loan Program Revenue Bonds, Series 2014C-6 Negotiated08/27/14 09/04/14 $446,170,000 Michigan Finance Authority (MI) MI Local Government Loan Program Revenue Bonds, Series 2014C-3 Negotiated08/27/14 09/04/14 $9,270,000 Michigan Finance Authority (MI) MI Local Government Loan Program Revenue Bonds, Senior Lien Series 2014D-5 Negotiated08/27/14 09/04/14 $14,815,000 Michigan Finance Authority (MI) MI Local Government Loan Program Revenue Bonds, Senior Lien Series 2014D-7 Negotiated08/27/14 09/04/14 $62,700,000 Michigan Finance Authority (MI) MI Local Government Loan Program Revenue Bonds, Senior Lien Series 2014D-3 Negotiated08/27/14 09/04/14 $65,425,000 Michigan Finance Authority (MI) MI Local Government Loan Program Revenue Bonds, Senior Lien Series 2014D-6 Negotiated08/27/14 09/04/14 $188,455,000 Michigan Finance Authority (MI) MI Local Government Loan Program Revenue Bonds, Senior Lien Series 2014D-2 Negotiated08/27/14 09/04/14 $206,540,000 Michigan Finance Authority (MI) MI Local Government Loan Program Revenue Bonds, Senior Lien Series 2014D-1 Negotiated08/27/14 09/04/14 $307,645,000 Michigan Finance Authority (MI) MI Local Government Loan Program Revenue Bonds, Senior Lien Series 2014D-4 Negotiated10 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience08/27/14 09/10/14 $2,755,000 Montebello Public Financing AuthorityCA Lease Revenue Refunding Bonds, Series 2014ANegotiated08/27/14 09/10/14 $5,395,000 Montebello Public Financing AuthorityCA Lease Revenue Refunding Bonds, Series 2014CNegotiated08/27/14 09/10/14 $10,040,000 Montebello Public Financing Authority CA Lease Revenue Refunding Bonds, Series 2014BNegotiated08/27/14 09/30/14 $15,460,000 City of Santa Fe (NM) NM Gross Receipts Tax Improvement Revenue Bonds, Series 2014 Negotiated08/27/14 09/17/14 $6,814,000 South Carolina Association of Governmental Organizations (SCAGO) SC Taxable Certificates of Participation Taxable Series 2014B Competitive08/27/14 08/15/14 $11,500,000 Collin County Municipal Utility District No. 1 (TX) TX Unlimited Tax Road Bonds, Series 2014Competitive08/27/14 09/17/14 $141,343,000 South Carolina Association of Governmental Organizations (SCAGO) SC Certificates of Participation Series 2014CCompetitive08/28/14 08/15/14 $971,817 Pecos-Barstow-Toyah Independent School District TX Refunding Capital Appreciation Bonds, Series 2014Negotiated08/28/14 08/15/14 $7,095,000 Pecos-Barstow-Toyah Independent School District TX Refunding Bonds, Series 2014Negotiated08/28/14 09/11/14 $21,500,000 Richland County (SC) SC General Obligation Bonds, Series 2014BCompetitive09/02/14 10/01/14 $7,375,000 Sugar Land Development Corporation (TX) TX Sales Tax Revenue Refunding Bonds, Series 2014Negotiated09/03/14 09/01/14 $99,675,000 La Porte Independent School District (TX) TX School Building Bonds, Series 2014Negotiated09/03/14 09/10/14 $349,740,000 Houston Independent School DistrictTX Variable Rate Limited Tax Schoolhouse Bonds, Series 2014A Negotiated09/03/14 09/12/14 $1,100,000 Town of Amesbury MA General Obligation Bond Anticipation Notes (renewal)Competitive09/04/14 09/01/14 $3,230,000 Upper Trinity Regional Water District (TX) TX Regional Wastewater Treatment System Revenue Refunding Bonds, Series 2014 Negotiated09/04/14 09/01/14 $9,355,000 Mineral Wells Independent School District TX Refunding Bonds, Series 2014Negotiated09/04/14 09/01/14 $56,565,000 Keller Independent School District TXRefunding Bonds, Series 2014ANegotiated09/04/14 10/15/14 $529,918 Mineral Wells Independent School District TX Premium Capital Appreciation Refunding Bonds, Series 2014 Negotiated09/04/14 11/06/14 $78,105,000 Alaska Housing Finance Corporation AKState Capital Project Bonds II, 2014 Series DNegotiated09/04/14 09/11/14 $18,000,000 City of Quincy (MA) MA General Obligation BondsCompetitive09/04/14 09/12/14 $275,000 City of Lowell (MA) MA Series B General Obligation Taxable Bond Anticipation Notes (renewal money) Competitive09/04/14 09/12/14 $10,741,114 City of Lowell (MA) MA Series A General Obligation Bond Anticipation Notes (tax-exempt, new money) Competitive09/08/14 09/01/14 $1,360,000 City of Princeton (TX) TX Combination Tax and Surplus Revenue Certificates of Obligation, Series 2014 Competitive09/09/14 10/14/14 $8,870,000 Dona Ana County NM Subordinate Lien Gross Receipts Tax Refunding Revenue Bonds, Series 2014 Negotiated09/09/14 09/18/14 $24,000,000 Town of Winthrop (MA) MA General Obligation School BondsCompetitive09/09/14 09/26/14 $1,000,000 Town of Reading MA General Obligation Bond Anticipation Notes (renewal)Competitive09/09/14 09/18/14 $3,855,000 City of Holyoke MA General Obligation Refunding Bonds, Series BCompetitive09/09/14 09/18/14 $4,482,000 City of Holyoke MA General Obligation State Qualified Municipal Purpose Loan of 2014 Bonds, Series A Competitive09/10/14 09/15/14 $9,105,000 Celina Independent School District (TX) TX Unlimited Tax Refunding Bonds, Series 2014Competitive09/10/14 09/24/14 $78,370,000 The School District of Greenville County (SC) SC General Obligation Bonds, Series 2014CCompetitive09/10/14 10/03/14 $615,000 Town of Boxford MA General Obligation Bond Anticipation Notes (renewal)Competitive09/11/14 09/01/14 $6,950,000 Cibolo Creek Municipal Authority TX Contract Revenue Bonds, Series 2014 (Southern Wastewater Treatment Plant Project) Negotiated09/11/14 09/15/14 $265,000 Red Oak Independent School District (TX) TX Refunding Premium Capital Appreciation Bonds, Series 2014 Negotiated09/11/14 09/15/14 $8,345,000 Red Oak Independent School District (TX) TX Refunding Bonds, Series 2014Negotiated09/11/14 09/25/14 $18,730,000 City of Malden MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive09/15/14 09/01/14 $2,745,000 Ennis Economic Development Corporation TX Sales Tax Revenue Refunding Bonds, Series 2014Negotiated09/15/14 10/01/14 $320,000 Providence Village Water Control and Improvement District of Denton County TX Road Refunding Premium Compound Interest Bonds, Series 2014 Negotiated09/15/14 10/01/14 $3,800,000 Providence Village Water Control and Improvement District of Denton County TX Refunding Bonds, Series 2014Negotiated09/15/14 10/01/14 $5,430,000 Providence Village Water Control and Improvement District of Denton County TX Road Refunding Bonds, Series 2014Negotiated09/16/14 09/01/14 $6,275,000 Schertz-Seguin Local Government Corporation TX Contract Revenue Refunding Bonds, New Series 2014Negotiated09/16/14 09/25/14 $9,400,000 McKinney Housing Finance Corporation (TX) TX Multifamily Housing Revenue Bonds, Series 2014 (Lakes of El Dorado Apartments) Negotiated09/16/14 09/25/14 $10,500,000 Tarrant County Housing Finance Corporation TX Multifamily Housing Revenue Bonds, Series 2014 (ASH Lane Apartments) Negotiated09/16/14 09/30/14 $13,525,000 City of Port St Lucie (FL) FL Public Service Tax Revenue Bonds, Series 2014ANegotiated09/16/14 09/30/14 $19,775,000 City of Port St Lucie (FL) FL Public Service Tax Revenue Bonds, Series 2014B (Recovery Zone Facility Bonds) Negotiated09/16/14 09/26/14 $6,450,000 Metrowest Regional Transit Authority MA General Obligation Revenue Anticipation NotesCompetitive09/16/14 09/30/14 $4,030,000 Town of Bedford (MA) MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive09/17/14 09/25/14 $15,250,000 Dallas Housing Finance Corporation TXMultifamily Housing Revenue Bonds (Fountains of Rosemeade Apartments), Series 2014 Negotiated09/17/14 10/15/14 $266,425,000 Miami-Dade County Expressway Authority FL Toll System Revenue and Refunding Revenue Bonds, Series 2014B Negotiated09/17/14 10/01/14 $2,605,000 Harris County Municipal Utility District No. 390 TX Unlimited Tax Bonds, Series 2014Competitive09/17/14 09/26/14 $9,354,000 Town of Scituate (MA) MA General Obligation Bond Anticipation Notes (new money and renewal) Competitive09/17/14 10/01/14 $9,500,000 Fort Bend County Municipal Utility District No. 151 TX Unlimited Tax Bonds, Series 2014Competitive09/17/14 10/03/14 $433,966 Town of Kingston (MA) MA General Obligation Bond Anticipation Notes (renewal)Competitive09/18/14 10/01/14 $90,600,000 Clifton Higher Education Finance Corporation TX Education Revenue and Refunding Bonds, Series 2014 (IDEA Public Schools) Negotiated09/18/14 09/15/14 $3,025,000 Malakoff Independent School District (TX) TX Unlimited Tax Refunding Bonds, Series 2014ACompetitive09/18/14 09/26/14 $5,550,000 Town of Uxbridge MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive09/18/14 09/30/14 $97,657,000 South Carolina Association of Governmental Organizations (SCAGO) SC Certificates of Participation, Series 2014DCompetitive09/18/14 09/30/14 $5,915,000 County of Muskegon MI 2014 Capital Improvement Bonds (Taxable) (Limited Tax General Obligation) Competitive09/18/14 10/01/14 $275,000 Town of Wareham MA General Obligation Bond Anticipation NotesCompetitive09/18/14 10/01/14 $4,955,000 Fort Bend County Municipal Utility District No. 25 TX Unlimited Tax Bonds, Series 2014ACompetitive09/18/14 10/01/14 $3,070,000 Fort Bend County Municipal Utility District No. 25 TX Unlimited Tax Park Bonds, Series 2014BCompetitive09/23/14 10/03/14 $1,715,000 Town of Rowley MA General Obligation Bond Anticipation NotesCompetitive09/24/14 09/30/14 $500,000,000 Texas Public Finance Authority TX Texas Windstrom Insurance Association Premium Revenue Bonds, Series 2014 Negotiated09/25/14 10/01/14 $65,240,000 Frenship Independent School DistrictTX Refunding Bonds, Series 2014Negotiated09/25/14 10/01/14 $9,775,000 Harris County Municipal Utility District No. 290 TX Unlimited Tax Bonds, Series 2014Competitive09/25/14 10/09/14 $1,467,000 City of Medford (MA) MA General Obligation State Qualified Municipal Purpose Loan of 2014 Bonds Competitive09/29/14 10/01/14 $2,140,000 Leander Independent School District TXSchool Building Bonds, Series 2014ENegotiated09/29/14 10/01/14 $2,888,476 Evadale Independent School District TXSchool Building Capital Appreciation Bonds, Series 2014 Negotiated09/29/14 10/01/14 $20,660,000 Leander Independent School District TX School Building Bonds, Series 2014ENegotiated09/29/14 10/01/14 $8,500,000 Harris County Municipal Utility District No. 419 (TX) TX Unlimited Tax Bonds, Series 2014ACompetitive09/30/14 10/16/14 $6,030,000 Town of Acushnet MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive09/30/14 10/15/14 $18,100,000 Town of Rocky Hill CT General Obligation Bonds, Issue of 2014Competitive10/01/14 10/01/14 $16,380,000 Crowley Independent School District TX Refunding Bonds, Series 2014-BNegotiated10/01/14 10/16/14 $7,200,000 Town of Medfield MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive10/02/14 10/15/14 $96,330,000 Lewisville Independent School District TX School Building Bonds, Series 2014ANegotiated10/02/14 10/15/14 $50,295,000 Lewisville Independent School District TX Refunding Bonds, Series 2014BNegotiated11 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience10/02/14 10/29/14 $4,043,570 Lewisville Independent School District TX Refunding Capital Appreciation Bonds, Series 2014BNegotiated10/02/14 10/14/14 $37,585,000 Cherry Creek School District No. 5 COGeneral Obligation Refunding Bonds, Series 2014Competitive10/02/14 10/16/14 $12,295,000 City of New Bedford MA General Obligation State Qualified Refunding BondsCompetitive10/02/14 10/09/14 $1,000,000 City of Chicopee MA General Obligation Bond Anticipation NotesCompetitive10/02/14 10/14/14 $765,000 Town of Templeton MA General Obligation State Aid Anticipation NoteCompetitive10/02/14 11/01/14 $3,000,000 Montgomery County Municipal Utility District No. 88 (TX) TX Unlimited Tax Bonds, Series 2014Competitive10/06/14 11/01/14 $34,215,000 City of Garland TX General Obligation Refunding Bonds, Series 2014ACompetitive10/06/14 10/15/14 $5,500,000 City of Lake Jackson TX Certificates of Obligation, Series 2014Competitive10/07/14 10/01/14 $48,900,000 Cibolo Canyons Special Improvement District TX Hotel Occupancy Tax and Sales and Use Tax Revenue Bonds, Series 2014 Negotiated10/07/14 10/15/14 $19,640,000 City of Galveston TX Waterworks and Sewer System Revenue Refunding Bonds, Series 2014 Negotiated10/07/14 10/15/14 $28,885,000 Barbers Hill Independent School District TX Refunding Bonds, Series 2014ANegotiated10/07/14 10/15/14 $5,900,000 City of Galveston TX General Obligation Refunding Bonds, Series 2014 (Limited Tax) Negotiated10/07/14 10/30/14 $61,185,000 Newberry Investing in Children's Education SC Installment Purchase Revenue Refunding Bonds, Series 2014 Negotiated10/07/14 10/15/14 $22,535,000 Grand Prairie Independent School District (TX) TX Unlimited Tax Refunding Bonds, Series 2014Competitive10/08/14 10/01/14 $99,360,000 McKinney Independent School DistrictTX School Building and Refunding Bonds, Series 2014Negotiated10/08/14 10/15/14 $1,950,000 Rice Independent School District (TX)TX Unlimited Tax Refunding Bonds, Series 2014Competitive10/08/14 10/15/14 $7,590,000 Texarkana Independent School District (TX) TX Unlimited Tax Refunding Bonds, Series 2014Competitive10/08/14 10/16/14 $10,680,000 City of Newburyport MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive10/08/14 10/24/14 $706,193 Groton-Dunstable Regional School District MA General Obligation Bond Anticipation Notes (renewal)Competitive10/08/14 10/24/14 $8,520,109 City of Newburyport MA General Obligation Bond Anticipation Notes, Unlimited Tax Competitive10/09/14 11/01/14 $6,500,000 Harris County Water Control and Improvement District No. 157 TX Unlimited Tax Bonds Series 2014Competitive10/09/14 11/01/14 $4,000,000 Willow Creek Farms Municipal Utility District TX Unlimited Tax Bonds, Series 2014Competitive10/14/14 10/15/14 $5,685,000 City of EulessTX General Obligation Refunding Bonds, Series 2014Competitive10/14/14 11/01/14 $5,660,000 City of Red Oak (TX) TX General Obligation Refunding Bonds, Series 2014Competitive10/14/14 10/15/14 $5,715,000 City of EulessTX Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2014 Competitive10/14/14 10/23/14 $6,960,000 Town of Wolcott (CT) CT General Obligation Bonds, Issue of 2014Competitive10/14/14 11/01/14 $3,500,000 Fort Bend County Municipal Utility District No. 187 (TX) TX Unlimited Tax Road Bonds, Series 2014Competitive10/14/14 10/23/14 $13,050,000 Town of Wolcott (CT) CT General Obligation Bond Anticipation NotesCompetitive10/14/14 11/01/14 $3,740,000 Harris County Municipal Utility District No. 26 TX Unlimited Tax Bonds, Series 2014ACompetitive10/15/14 10/15/14 $5,830,000 Dalhart Independent School District (TX) TX Unlimited Tax Refunding Bonds, Series 2014Competitive10/15/14 11/01/14 $5,000,000 Fort Bend County Municipal Utility District No. 123 TX Unlimited Tax Bonds, Series 2014Competitive10/15/14 10/23/14 $3,250,000 Town of Stoneham MA General Obligation Bond Anticipation Notes (new money) Competitive10/15/14 10/31/14 $16,760,000 School District No. 56 of Laurens County SC General Obligation Advanced Refunding Bonds, Series 2014 Competitive10/15/14 11/04/14 $12,218,000 Town of Arlington (MA) MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive10/15/14 10/29/14 $5,000,000 Rock Hill School District No. 3 of York County SC General Obligation Bonds, Series 2014BCompetitive10/16/14 11/01/14 $93,950,000 Trinity River Authority of Texas TX Regional Wastewater System Revenue Refunding Bonds, Series 2014 Negotiated10/16/14 11/01/14 $21,565,000 City of Sugar Land TX General Obligation Refunding Bonds, Series 2014 (Limited Tax) Negotiated10/16/14 11/01/14 $5,200,000 City of Leander TX Special Assessment Revenue Bonds, Series 2014 (OAK Creek Public Improvement District) Negotiated10/16/14 10/28/14 $1,105,000 Town of Princeton MA General Obligation School Remodeling BondsCompetitive10/16/14 10/30/14 $50,000,000 Richland County (SC) SC General Obligation Note Anticipation Notes (Transportation Sales and Use Tax), Series 2014 Competitive10/16/14 10/30/14 $60,740,000 School District No. 1 of Spartanburg County SC General Obligation Refunding Bonds, Series 2014DCompetitive10/16/14 11/01/14 $9,500,000 Denton County Fresh Water Supply District No. 10 TX Unlimited Tax Road Bonds, Series 2014Competitive10/17/14 11/05/14 $12,500,000 State of Rhode Island and Providence Plantations (RI) RI General Obligation Bonds Consolidated Capital Development Loan of 2014, Series C Negotiated10/17/14 11/05/14 $33,625,000 State of Rhode Island and Providence Plantations (RI) RI General Obligation Bonds Consolidated Capital Development Loan of 2014, Series B Negotiated10/17/14 11/05/14 $162,115,000 State of Rhode Island and Providence Plantations (RI) RI General Obligation Bonds Consolidated Capital Development Loan of 2014, Refunding Series D Negotiated10/20/14 11/01/14 $3,200,000 Harris County Municipal Utility District No. 391 TX Unlimited Tax Park Bonds, Series 2014BCompetitive10/20/14 11/01/14 $2,700,000 Harris County Municipal Utility District No. 391 TX Unlimited Tax Bonds, Series 2014ACompetitive10/21/14 10/15/14 $8,080,000 Liberty Independent School District TXRefunding Bonds, Series 2014Negotiated10/21/14 11/01/14 $47,915,000 Board of Regents of the University of Houston System TX Consolidated Revenue Refunding Bonds, Series 2014Competitive10/21/14 11/01/14 $3,000,000 City of Rosenberg TX Combination Tax and Revenue Certificates of Obligation, Series 2014A Competitive10/22/14 10/15/14 $525,300 Rogers Independent School District TX School Building and Refunding Premium Capital Appreciation Bonds, Series 2014 Negotiated10/22/14 10/15/14 $4,160,000 Rogers Independent School District TX School Building and Refunding Bonds, Series 2014Negotiated10/22/14 11/15/14 $9,185,000 City of Pasadena (TX) TX General Obligation Refunding Bonds, Series 2014Negotiated10/22/14 11/13/14 $774,872 Town of Walpole MA General Obligation Bond Anticipation Notes (New money and renewal) Competitive10/23/14 10/15/14 $6,090,000 La Porte Independent School District (TX) TX Refunding Bonds, Series 2014Negotiated10/23/14 10/15/14 $64,903 Millsap Independent School District TX Refunding Premium Capital Appreciation Bonds, Series 2014-A Negotiated10/23/14 10/15/14 $3,945,000 Millsap Independent School District TXRefunding Bonds, Series 2014Negotiated10/23/14 10/15/14 $4,775,000 Millsap Independent School District TXRefunding Bonds, Series 2014-ANegotiated10/23/14 10/15/14 $11,650,000 Lubbock Independent School District TX School Building Bonds, Series 2014Negotiated10/23/14 10/30/14 $2,410,000 Erie County (NY) NY General Obligation Sewer District Serial Bonds, Series 2014B Negotiated10/23/14 10/30/14 $24,995,000 Erie County (NY) NY General Obligation Public Improvement Serial Bonds, Series 2014A Negotiated10/23/14 10/30/14 $23,525,000 Michigan Finance Authority (MI) MI Local Government Loan Program Revenue Bonds, Series 2014H-2 Negotiated10/23/14 10/30/14 $271,825,000 Michigan Finance Authority (MI) MI Local Government Loan Program Revenue Bonds, Series 2014H-1 Negotiated10/23/14 11/01/14 $57,580,000 City of Abilene (TX) TX Combination Tax and Surplus Revenue Certificates of Obligation, Series 2014 Negotiated10/23/14 11/06/14 $37,150,000 Municipality of Anchorage (AK) AK 2014 General Obligation Refunding Bonds, Series D (Schools) Negotiated10/23/14 11/06/14 $40,435,000 Municipality of Anchorage (AK) AK 2014 General Obligation Bonds, Series A (General Purpose) Negotiated10/23/14 11/06/14 $59,075,000 Municipality of Anchorage (AK) AK 2014 General Obligation Bonds, Series C (Schools)Negotiated10/23/14 11/06/14 $78,430,000 Municipality of Anchorage (AK) AK 2014 General Obligation Refunding Bonds, Series B (General Purpose)Negotiated10/23/14 11/19/14 $8,000,000 Rhode Island Health and Educational Building Corporation (RI) RI Public Schools Revenue Bond Financing Program Revenue Bonds, Series 2014 C (City of Pawtucket Issue) Negotiated10/23/14 11/06/14 $19,450,000 Beaufort County (SC) SC General Obligation Bonds, Series 2014ACompetitive10/23/14 11/06/14 $2,516,000 Town of North Reading MA General Obligation Municipal Purpose Loan of 2014 Bonds, Series A Competitive10/23/14 11/06/14 $1,000,000 Town of North Reading MA Taxable General Obligation Golf Course Bonds, 2014 Series B Competitive10/23/14 11/05/14 $5,320,000 Town of Somers (CT) CT General Obligation Bonds, Issue of 2014Competitive10/23/14 11/06/14 $22,570,000 Beaufort County (SC) SC General Obligation Refunding Bonds, Series 2014BCompetitive10/23/14 11/01/14 $14,840,000 Cinco Southwest Municipal Utility District No. 1 TX Contract Revenue Bonds, Series 2014Competitive12 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience10/24/14 10/15/14 $3,690,000 Comanche Independent School District TX Refunding Bonds, Series 2014Negotiated10/27/14 10/15/14 $10,835,000 City of North Richland Hills TX General Obligation Refunding and Improvement Bonds, Series 2014 (Limited Tax) Negotiated10/27/14 10/15/14 $21,990,000 City of North Richland Hills TX Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2014 Negotiated10/27/14 11/13/14 $29,585,000 City of Port St Lucie (FL) FL Utility System Refunding Revenue Bonds, Series 2014Negotiated10/27/14 11/01/14 $4,770,000 Fort Bend County Municipal Utility District No. 134C TX Unlimited Tax Bonds, Series 2014ACompetitive10/28/14 10/15/14 $1,185,000 City of Lindsay (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2014 Negotiated10/28/14 10/15/14 $6,695,000 Edgewood Independent School District TX Refunding Bonds, Series 2014Negotiated10/28/14 11/14/14 $140,000,000 The Metropolitan District, Hartford County CT Clean Water Project Revenue Bonds, 2014 Series A (Green Bonds) Negotiated10/28/14 11/15/14 $3,595,000 City of Roanoke (TX) TX General Obligation Refunding Bonds, Series 2014 (Limited Tax) Negotiated10/28/14 11/15/14 $5,470,000 City of Roanoke (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2014 Negotiated10/28/14 11/15/14 $960,000 Van Independent School District TX Refunding Premium Capital Appreciation Bonds, Series 2014 Negotiated10/28/14 11/15/14 $7,410,000 Van Independent School District TX Refunding Bonds, Series 2014Negotiated10/28/14 12/02/14 $7,345,000 City of Weatherford TX General Obligation Refunding Bonds, Series 2014 (Limited Tax) Negotiated10/28/14 12/02/14 $985,000 City of Weatherford TX Tax Notes, Series 2014 (Limited Tax)Negotiated10/29/14 10/15/14 $2,580,000 Maypearl Independent School District TX Refunding Bonds, Series 2014Negotiated10/29/14 11/01/14 $12,460,000 Lavaca Navidad River Authority TX Water Supply Contract Revenue Refunding Bonds, Series 2014B (Lake Texana Project) Negotiated10/29/14 11/01/14 $12,830,000 Lavaca Navidad River Authority TX Water Supply Contract Revenue Refunding Bonds, Series 2014A (Lake Texana Project) Negotiated10/29/14 11/01/14 $22,060,000 Lavaca Navidad River Authority TX Water Supply Contract Revenue Refunding Bonds, Series 2014C (Lake Texana Project) Negotiated10/29/14 11/06/14 $15,365,000 City of Atlanta (GA) GA General Obligation Refunding Bonds, Series 2014ANegotiated10/29/14 11/06/14 $40,025,000 City of Atlanta (GA) GA General Obligation Refunding Bonds, Series 2014BNegotiated10/29/14 11/12/14 $3,710,000 Regents of The University of New Mexico NM Subordinate Lien System Refunding Revenue Bonds, Series 2014B Negotiated10/29/14 11/12/14 $10,980,000 Regents of The University of New Mexico NM Subordinate Lien System Refunding Revenue Bonds, Series 2014A Negotiated10/29/14 11/01/14 $5,160,000 Harris County Municipal Utility District No. 62 TX Unlimited Tax Bonds, Series 2014Competitive10/29/14 11/12/14 $1,900,000 Town of Halls (TN) TN General Obligation Refunding and Improvement Bonds, Series 2014 Competitive10/29/14 11/13/14 $5,665,000 City of Melrose (MA) MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive10/29/14 11/14/14 $4,585,000 City of Melrose (MA) MA General Obligation Bond Anticipation Notes (new and renewal money) Competitive10/30/14 11/06/14 $7,465,000 State of Rhode Island and Providence Plantations (RI) RI Lease Participation Certificates (Rhode Island College Energy Conservation Project - 2014 Series B) Negotiated10/30/14 11/06/14 $11,650,000 State of Rhode Island and Providence Plantations (RI) RI Lease Participation Certificates (Pastor Center Energy Conservation Project - 2014 Series A) Negotiated10/30/14 11/06/14 $30,380,000 State of Rhode Island and Providence Plantations (RI) RI Lease Participation Certificates (Information Technology Project - 2014 Series C) Negotiated10/30/14 11/13/14 $180,575,000 Municipality of Anchorage (AK) AK Senior Lien Electric Revenue Refunding Bonds, 2014 Series A Negotiated10/30/14 11/13/14 $23,895,829 Santa Monica Community College District CA General Obligation Capital Appreciation Bonds, 2008 Election, 2014 Series B Negotiated10/30/14 11/13/14 $121,100,000 Santa Monica Community College District CA General Obligation Bonds, 2008 Election, 2014 Series B Negotiated10/30/14 11/10/14 $445,000 Town of Glastonbury CT Bond Anticipation NotesCompetitive11/03/14 12/01/14 $4,600,000 Fort Bend County Municipal Utility District No. 170 (TX) TX Unlimited Tax Bonds, Series 2014Competitive11/03/14 12/01/14 $4,560,000 Montgomery County Municipal Utility District No. 119 (TX) TX Unlimited Tax Bonds, Series 2014Competitive11/03/14 11/15/14 $4,995,000 City of Missouri City (TX) TX Combination Tax and Revenue Certificate of Obligation, Series 2014A Competitive11/04/14 11/01/14 $42,165,000 Canadian River Municipal Water Authority TX Subordinate Lien Contract Revenue Refunding Bonds, Series 2014 Negotiated11/04/14 11/13/14 $50,000,000 Hawaii Department of Business, Economic Development, and Tourism (HI) HI Green Energy Market Securitization Bonds, 2014 Series A-1 Negotiated11/04/14 11/13/14 $100,000,000 Hawaii Department of Business, Economic Development, and Tourism (HI) HI Green Energy Market Securitization Bonds, 2014 Series A-2 Negotiated11/04/14 11/20/14 $21,225,000 City of Oxnard Financing Authority (CA) CA Lease Revenue Project and Refunding Bonds, Series 2014 Negotiated11/04/14 11/18/14 $12,900,000 South Adams County Water and Sanitation District CO Water and Wastewater Revenue Bonds, Series 2014Competitive11/04/14 11/01/14 $4,945,000 City of ForneyTX Tax and Waterworks and Sewer System (Limited Pledge) Certificates of Obligation, Series 2014 Competitive11/04/14 11/15/14 $26,125,000 City of Grand Prairie TX Combination Tax and Revenue Certificates of Obligation, Series 2014 Competitive11/04/14 12/01/14 $9,980,000 City of Sugar Land TX Combination Tax and Revenue Certificates of Obligation, Series 2014 Competitive11/04/14 11/01/14 $3,440,000 City of ForneyTX General Obligation Refunding Bonds, Series 2014Competitive11/04/14 11/01/14 $1,350,000 City of ForneyTX General Obligation Refunding Bonds, Taxable Series 2014A Competitive11/04/14 12/01/14 $27,130,000 City of Sugar Land TX Combination Tax and Revenue Certificates of Obligation, Series 2014A (Taxable) Competitive11/04/14 11/01/14 $5,350,000 City of Sulphur Springs TX Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 20124 Competitive11/04/14 12/01/14 $38,265,000 Sugar Land Development Corporation (TX) TX Sales Tax Revenue Bonds, Series 2014Competitive11/05/14 11/20/14 $146,420,000 North Texas Tollway Authority TX System Revenue Refunding Second Tier Bonds, Series 2014B Negotiated11/05/14 11/20/14 $310,415,000 North Texas Tollway Authority TX System Revenue Refunding First Tier Bonds, Series 2014A Negotiated11/05/14 11/15/14 $159,795,000 Frisco Independent School District (TX) TX Unlimited Tax School Building Bonds, Series 2014Competitive11/05/14 11/19/14 $299,020,000 State of North Carolina (NC) NC Limited Obligation Refunding Bonds, Series 2014CCompetitive11/05/14 11/01/14 $8,985,000 Crosby Independent School District (TX) TX Unlimited Tax School Building Bonds, Series 2014Competitive11/05/14 11/20/14 $3,058,000 City of Amesbury (MA) MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive11/05/14 11/21/14 $1,900,000 Town of West Boylston MA General Obligation Bond Anticipation Notes (renewals) Competitive11/06/14 11/01/14 $69,925,000 North East Independent School District TX Refunding Bonds, Series 2014 BNegotiated11/06/14 12/01/14 $4,335,000 Galveston County Municipal Utility District No. 46 TX Refunding Bonds, Series 2014Negotiated11/06/14 12/01/14 $13,520,000 Bay City Independent School DistrictTX Refunding Bonds, Series 2014Negotiated11/06/14 11/14/14 $300,000 Town of Clinton (MA) MA General Obligation Bond Anticipation Notes (renewal)Competitive11/06/14 12/03/14 $13,210,000 City of Charleston (SC) SC General Obligation Refunding Bonds of 2014Competitive11/07/14 11/01/14 $38,595,000 Texas Public Finance Authority Charter School Finance Corporation TX Education Revenue Bonds, Series 2014A (KIPP Austin Public Schools, Inc.) Negotiated11/10/14 11/15/14 $31,730,000 Coppell Recreation Development Corporation TX Sales Tax Revenue Refunding and Improvement Bonds, Series 2014 Competitive11/10/14 12/01/14 $2,900,000 Harris County Municipal Utility District No. 450 TX Unlimited Tax Bonds, Series 2014Competitive11/10/14 12/01/14 $5,370,000 Harris County Municipal Utility District No. 419 (TX) TX Unlimited Tax Road Bonds, Series 2014Competitive11/10/14 12/01/14 $8,180,000 Fort Bend County Municipal Utility District No. 172 (TX) TX Unlimited Tax Bonds, Series 2014Competitive11/10/14 12/01/14 $2,440,000 Lakeside Water Control & Improvement District No. 2-D TX Unlimited Tax Bonds, Series 2014Competitive11/12/14 11/01/14 $8,805,000 Clyde Consolidated Independent School District TX Refunding Bonds, Series 2014Negotiated11/12/14 11/15/14 $8,455,000 Kennedale Independent School DistrictTX Refunding Bonds, Series 2014Negotiated11/12/14 12/01/14 $31,390,000 Spring Branch Independent School District TX Schoolhouse Bonds, Series 2014ANegotiated11/12/14 12/01/14 $63,520,000 Spring Branch Independent School District TX Limited Tax Refunding Bonds, Series 2014BNegotiated11/12/14 12/01/14 $8,130,000 City of Granbury TX General Obligation Refunding Bonds, Series 2014 (Limited Tax) Negotiated11/12/14 12/02/14 $20,500,000 City of Longmont (CO) CO Storm Drainage Revenue Bonds, Series 2014Competitive11/12/14 12/01/14 $1,010,000 Valley Ranch Municipal Utility District No. 1 TX Unlimited Tax Bonds, Series 2014ACompetitive11/12/14 12/01/14 $2,000,000 Fort Bend County Municipal Utility District No. 146 TX Unlimited Tax Bonds, Series 2014ACompetitive13 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience11/12/14 12/01/14 $3,330,000 Fort Bend County Municipal Utility District No. 146 TX Unlimited Tax Park Bonds, Series 2014BCompetitive11/12/14 11/20/14 $9,315,000 Town of Brookfield (CT) CT General Obligation Bond Anticipation Notes Series ACompetitive11/12/14 11/20/14 $1,965,000 Town of Brookfield (CT) CT General Obligation Bond Anticipation Notes Series BCompetitive11/13/14 10/01/14 $2,135,000 North Texas Municipal Water District TX Muddy Creek Wastewater Interceptor System Contract Revenue Refunding Bonds, Series 2014 Negotiated11/13/14 11/01/14 $69,115,000 Northside Independent School District TX Refunding Bonds, Series 2014ANegotiated11/13/14 11/01/14 $53,080,000 New Hope Cultural Education Facilities Finance Corp. (TX) TX Retirement Facility Revenue Bonds (Wesleyan Homes, Inc. Project), Series 2014 Negotiated11/13/14 11/15/14 $8,900,000 Floresville Independent School District TX Refunding Bonds, Series 2014Negotiated11/13/14 11/19/14 $6,000,000 City of Pawtucket RI General Obligation Bonds, 2014 Series ANegotiated11/13/14 11/19/14 $7,685,000 City of Pawtucket RI General Obligation Refunding Bonds, 2014 Series BNegotiated11/13/14 11/25/14 $22,165,000 Okaloosa County FL Sales Tax Revenue Bonds, Series 2014Negotiated11/13/14 12/01/14 $63,505,000 Dickinson Independent School District TX Refunding Bonds, Series 2014Negotiated11/13/14 12/01/14 $43,570,000 Mission Consolidated Independent School District TX Refunding Bonds, Series 2014BNegotiated11/13/14 12/01/14 $25,685,000 Mission Consolidated Independent School District TX Refunding Bonds, Series 2014ANegotiated11/13/14 11/15/14 $3,795,000 Gainesville Independent School District (TX) TX Unlimited Tax Refunding Bonds, Series 2014ACompetitive11/13/14 11/20/14 $9,560,000 City of LynnMA General Obligation State Qualified Refunding BondsCompetitive11/13/14 11/21/14 $4,727,632 City of Chicopee MA General Obligation Bond Anticipation Notes (new money and renewal) Competitive11/13/14 12/01/14 $2,300,000 Willow Creek Farms Municipal Utility District TX Unlimited Tax Road Bonds, Series 2014Competitive11/14/14 11/01/14 $3,595,000 La Feria Independent School District TX Refunding Bonds, Series 2014ANegotiated11/14/14 11/01/14 $3,585,000 La Feria Independent School District TX Refunding Bonds, Series 2014BNegotiated11/14/14 11/25/14 $47,160,000 City of Hollywood FL Water and Sewer Refunding Revenue Bonds, Series 2014 Negotiated11/14/14 12/02/14 $100,085,000 Regents of The University of New Mexico NM Subordinate Lien System Refunding Revenue Bonds, Series 2014C Negotiated11/17/14 11/15/14 $26,000,000 Brownwood Independent School District TX Refunding Bonds, Series 2014Negotiated11/17/14 12/01/14 $3,880,000 Harris County Municipal Utility District No. 358 TX Unlimited Tax Bonds, Series 2014Competitive11/17/14 12/01/14 $2,820,000 Providence Village Water Control and Improvement District of Denton County TX Unlimited Tax Road Bonds, Series 2014Competitive11/18/14 10/01/14 $19,940,000 North Texas Municipal Water DistrictTX Panther Creek Regional Wastewater System Contract Revenue Refunding Bonds, Series 2014 Negotiated11/18/14 11/15/14 $12,930,000 Allen Independent School District TX Refunding Bonds, Series 2014ANegotiated11/18/14 11/15/14 $21,710,000 Allen Independent School District TX Refunding Bonds, Series 2014Negotiated11/18/14 11/25/14 $71,985,000 City of Oxnard Financing Authority (CA) CA Wastewater Revenue Refunding Bonds, Series 2014Negotiated11/18/14 12/01/14 $365,395,000 Houston Independent School DistrictTX Limited Tax Refunding Bonds, Series 2014BNegotiated11/18/14 12/15/14 $45,000,000 Fort Bend County TX Senior Lien Toll Road Revenue Bonds, Series 2014Negotiated11/18/14 12/03/14 $121,520,000 City of Fort Lauderdale (FL) FL Water and Sewer Revenue Refunding Bonds, Series 2014 Competitive11/18/14 11/15/14 $21,720,000 City of The Colony TX Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2014 Competitive11/18/14 12/01/14 $2,470,000 Fort Bend County Municipal Utility District No. 194 (TX) TX Unlimited Tax Bonds, Series 2014Competitive11/18/14 11/15/14 $2,910,000 City of Murphy TX Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2014 Competitive11/18/14 12/01/14 $988,000 Spencer-East Brookfield Regional School District MA State Qualified General Obligation Deficit Financing Bond Anticipation Notes Competitive11/18/14 12/01/14 $5,800,000 Harris County Municipal Utility District No. 481 (TX) TX Unlimited Tax Bonds, Series 2014Competitive11/18/14 12/03/14 $8,280,000 City of Salem (MA) MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive11/18/14 12/03/14 $3,000,000 City of Salem (MA) MA General Obligation State Aid Anticipation Notes (renewal) Competitive11/18/14 12/03/14 $10,690,153 City of Salem (MA) MA General Obligation Bond Anticipation Notes (new money and renewal) Competitive11/19/14 11/15/14 $8,585,000 Waxahachie Independent School District (TX) TX Refunding Bonds, Series 2014Negotiated11/19/14 12/01/14 $3,530,000 City of Missouri City (TX) TX General Obligation Refunding Bonds, Series 2014 (Limited Tax) Negotiated11/19/14 12/15/14 $21,170,000 Town of Flower Mound TX General Obligation Refunding Bonds, Series 2014ANegotiated11/19/14 12/17/14 $10,000 Waxahachie Independent School District (TX) TX Premium Capital Appreciation Refunding Bonds, Series 2014 (Maturity Value) Negotiated11/19/14 12/01/14 $6,000,000 City of Lawrence (MA) MA State Qualified General Obligation Deficit Financing Bond Anticipation Notes Competitive11/19/14 12/01/14 $1,330,000 Town of Needham MA General Obligation Bond Anticipation Notes (renewal)Competitive11/19/14 12/01/14 $7,000,000 City of Haverhill MA General Obligation State Qualified Deficit Financing Bond Anticipation Notes Competitive11/19/14 12/01/14 $5,000,000 Lazy Nine Municipal Utility District No. 1B (TX) TX Unlimited Tax Bonds, Series 2014Competitive11/20/14 11/15/14 $1,315,000 Shelbyville Independent School District TX Refunding Bonds, Series 2014Negotiated11/20/14 11/15/14 $8,705,000 Canyon Independent School District TX Refunding Bonds, Series 2014Negotiated11/20/14 12/11/14 $379,480,000 Dallas Area Rapid Transit TX Senior Lien Sales Tax Revenue Refunding Bonds, Series 2014A Negotiated11/20/14 12/01/14 $5,800,000 Fort Bend County Municipal Utility District No. 165 TX Unlimited Tax Bonds, Series 2014Competitive11/20/14 12/05/14 $840,000 Town of Hamilton MA General Obligation Bond Anticipation Notes (new money) Competitive11/20/14 12/11/14 $20,974,000 Town of Framingham MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive11/20/14 12/12/14 $20,967,117 Town of Framingham MA General Obligation Bond Anticipation Notes (renewal)Competitive11/20/14 12/04/14 $23,000,000 The Metropolitan District, Hartford County CT General Obligation Bond Anticipation Notes Series GCompetitive11/20/14 12/05/14 $16,078,030 Town of Wellesley MA General Obligation Bond Anticipation Notes (new and renewal) Competitive11/20/14 11/15/14 $12,610,000 Victoria Independent School DistrictTX Unlimited Tax Refunding Bonds, Series 2014Competitive11/21/14 12/01/14 $8,965,000 Cibolo Canyons Special Improvement District TX Limited Tax Road Bonds, Series 2014Negotiated11/21/14 12/04/14 $168,000,000 Michigan Finance Authority (MI) MI Student Loan Revenue Refunding Bonds, Series 25-ANegotiated11/21/14 12/12/14 $7,735,000 City of Amesbury (MA) MA General Obligation Bond Anticipation Notes (renewal)Competitive11/24/14 12/01/14 $56,020,000 Central Plains Energy Project NE Gas Supply Revenue Refunding Bonds, Series 2014Negotiated11/24/14 12/01/14 $544,080,000 Central Plains Energy Project NE Adjustable Rate Gas Supply Revenue Refunding Bonds,Series 2014 Negotiated11/24/14 12/09/14 $49,530,000 Brighton School District No. 27J CO General Obligation Refunding Bonds, Series 2014Negotiated11/24/14 12/01/14 $7,280,000 Harris-Fort Bend Counties Municipal Utility District No. 3 TX Unlimited Tax Bonds, Series 2014Competitive11/24/14 12/15/14 $1,418,000 Town of Ashburnham MA General Obligation Bond Anticipation NotesCompetitive11/25/14 12/01/14 $2,205,000 Cinco Southwest Municipal Utility District No. 4 TX Unlimited Tax Park Bonds, Series 2014Competitive11/25/14 12/12/14 $4,000,000 Berlin-Boylston Regional School District MA General Obligation Bond Anticipation Notes Unlimited Tax (renewals) Competitive12/01/14 01/01/15 $32,320,000 Independent School District No. 1 of Tulsa County (Tulsa) OK Combined Purpose Bonds, Series 2015ACompetitive12/01/14 01/01/15 $13,680,000 Independent School District No. 1 of Tulsa County (Tulsa) OK Technology Equipment Bonds, Series 2015BCompetitive12/02/14 12/01/14 $47,145,000 Mansfield Independent School District TX School Building Bonds, Series 2014Negotiated12/02/14 12/01/14 $6,585,000 Denton County Fresh Water Supply District No. 7 TX Utility System Refunding Bonds, Series 2014Negotiated12/02/14 12/01/14 $8,235,000 Fort Bend County Levee Improvement District No. 17 TX Refunding Bonds, Series 2014Negotiated12/02/14 12/01/14 $41,720,000 Schertz-Seguin Local Government Corporation TX Contract Revenue Improvement and Refunding Bonds, New Series 2015 Negotiated12/02/14 12/01/14 $5,405,000 City of Marble Falls TX General Obligation Refunding Bonds, Series 2014 (Limited Tax) Negotiated12/02/14 12/01/14 $59,445,000 Mansfield Independent School District TX Refunding Bonds, Series 2014Negotiated14 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience12/02/14 12/15/14 $1,905,000 City of Bridgeport (TX) TX General Obligation Refunding Bonds, Series 2014 (Limited Tax) Negotiated12/02/14 12/01/14 $68,130,000 State of Texas (TX) TX College Student Loan Bonds, Series 2014 (General Obligation Bonds) Competitive12/02/14 12/01/14 $4,810,000 Galveston County Municipal Utility District No. 46 TX Unlimited Tax Bonds, Series 2014Competitive12/03/14 12/01/14 $3,265,000 Bushland Independent School District TX School Building Bonds, Series 2014Negotiated12/03/14 12/01/14 $38,825,000 Frenship Independent School DistrictTX School Building Bonds, Series 2014ANegotiated12/03/14 12/01/14 $7,140,000 City of KyleTX General Obligation Refunding Bonds, Series 2014 (Limited Tax) Negotiated12/03/14 12/01/14 $8,815,000 Hawkins Independent School District (TX) TX Refunding Bonds, Series 2014Negotiated12/03/14 12/01/14 $9,760,000 Williamson County Municipal Utility District No. 10 TX Refunding Bonds, Series 2014Negotiated12/03/14 12/15/14 $29,550,000 Denton County TX Permanent Improvement Refunding Bonds, Series 2014 (Limited Tax) Negotiated12/03/14 12/17/14 $162,225,000 Miami-Dade County (FL) FL Aviation Revenue Refunding Bonds, Series 2014BNegotiated12/03/14 12/17/14 $598,915,000 Miami-Dade County (FL) FL Aviation Revenue Refunding Bonds, Series 2014ANegotiated12/03/14 12/18/14 $223,895,000 North Texas Tollway Authority TX System First Tier Variable Rate Revenue Refunding Bonds, Series 2014C Negotiated12/03/14 12/01/14 $38,415,000 Coastal Water Authority TX Contract Revenue Refunding Bonds, Series 2014Competitive12/03/14 12/01/14 $7,120,000 Harris County Municipal Utility District No. 383 TX Unlimited Tax Bonds, Series 2014ACompetitive12/03/14 12/12/14 $100,000 Town of Townsend (MA) MA General Obligation Bond Anticipation Notes (renewal)Competitive12/03/14 12/18/14 $44,601,000 Town of West Springfield MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive12/03/14 12/19/14 $8,100,000 Town of Falmouth (MA) MA General Obligation Bond Anticipation Notes (new money and renewal) Competitive12/03/14 12/11/14 $1,536,000 Town of Falmouth (MA) MA General Obligation Qualified Energy Conservation Bonds (Federally Taxable-Direct Payment) Competitive12/03/14 12/16/14 $5,000,000 Town of Ridgefield CT General Obligation Bond Anticipation NotesCompetitive12/03/14 12/11/14 $14,145,000 Town of Falmouth (MA) MA General Obligation Refunding Bonds, Series B (Taxable) Competitive12/03/14 12/11/14 $17,094,000 Town of Falmouth (MA) MA General Obligation Municipal Purpose Loan of 2014, Series A Competitive12/04/14 12/01/14 $131,650,000 City of El Paso (TX) TX Water and Sewer Revenue Refunding Bonds, Series 2015 Negotiated12/04/14 12/01/14 $4,030,000 Lakeside Water Control & Improvement District No. 2-B (TX) TX Refunding Bonds, Series 2014ANegotiated12/04/14 12/16/14 $22,215,000 Deltona Utility System (FL) FL Utility System Revenue Bonds, Series 2014Negotiated12/04/14 12/18/14 $13,090,000 Rhode Island Clean Water Finance Agency RI Safe Drinking Water Revolving Fund Revenue Bonds, Series 2014 A (Pooled Loan Issue) Negotiated12/04/14 12/01/14 $3,610,000 Fort Bend County Municipal Utility District No. 194 (TX) TX Unlimited Tax Road Bonds, Series 2014Competitive12/04/14 12/12/14 $2,000,000 City of Haverhill MA State Aid Anticipation Notes (renewal)Competitive12/04/14 12/12/14 $5,220,125 City of Haverhill MA General Obligation Bond Anticipation Notes (new and renewal) Competitive12/04/14 12/15/14 $5,765,000 Trophy Club Municipal Utility District No. 1 TX Unlimited Tax Bonds, Series 2014Competitive12/04/14 12/23/14 $20,175,000 New Hampshire Municipal Bond Bank NH 2014 Series B BondsCompetitive12/05/14 12/17/14 $1,300,000 Town of Ashburnham MA General Obligation Revenue Anticipation NotesCompetitive12/08/14 12/01/14 $9,540,000 City of Mansfield (TX) TX Waterworks and Sewer System Revenue Refunding Bonds, Series 2015 Negotiated12/08/14 12/01/14 $5,310,000 La Feria Independent School District TX Refunding Bonds, Series 2015Negotiated12/08/14 12/01/14 $5,630,000 Mansfield Economic Development Corporation TX Sales Tax Revenue Refunding Bonds, New Series 2015 Negotiated12/08/14 12/01/14 $11,700,000 City of Mansfield (TX) TX General Obligation Refunding Bonds, Series 2015 (Limited Tax) Negotiated12/08/14 12/01/14 $15,870,000 City of Mansfield (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2015 Negotiated12/08/14 12/01/14 $2,880,000 Mansfield Economic Development Corporation TX Sales Tax Revenue Refunding Bonds, New Series 2015 Negotiated12/08/14 01/01/15 $6,865,000 Harris County Municipal Utility District No. 71 TX Refunding Bonds, Series 2015Negotiated12/08/14 12/01/14 $9,130,000 Harris County Municipal Utility District No. 406 TX Unlimited Tax Road Bonds, Series 2014Competitive12/09/14 12/01/14 $2,850,000 City of Midlothian TX Combination Tax and Revenue Certificates of Obligation, Series 2014 (Limited Tax) Negotiated12/09/14 12/01/14 $3,530,000 City of Midlothian TX Combination Tax and Revenue Refunding Bonds (Navarro College District), Series 2014 (Limited Tax) Negotiated12/09/14 12/01/14 $10,465,000 North Texas Municipal Water DistrictTX Water Transmission Facilities Contract Revenue Refunding Bonds (City of Terrell Project), Series 2014 Negotiated12/09/14 12/01/14 $4,370,000 Midlothian Community Development Corporation TX Sales Tax Revenue Bonds, Series 2014Negotiated12/09/14 01/01/15 $5,000 El Dorado Utility District TX Waterworks and Sewer System Combination Unlimited Tax and Revenue Refunding CABs, Series 2015 Negotiated12/09/14 01/01/15 $2,455,000 El Dorado Utility District TX Waterworks and Sewer System Combination Unlimited Tax and Revenue Refunding Bonds, Series 2015 Negotiated12/09/14 12/01/14 $10,545,000 Clemson University (SC) SC Athletic Facilities Revenue Bonds, Series 2014: $30,845,000 Series A Competitive12/09/14 12/01/14 $30,695,000 Clemson University (SC) SC Athletic Facilities Revenue Bonds, Series 2014: Series A Competitive12/09/14 12/01/14 $9,240,000 Clemson University (SC) SC Athletic Facilities Revenue Bonds (Taxable) Series 2014B Competitive12/09/14 12/18/14 $2,440,000 City of Amesbury (MA) MA General Obligation Refunding BondsCompetitive12/10/14 12/01/14 $7,810,000 Hidalgo County Drainage District No. 1 (TX) TX Refunding Bonds, Series 2014Negotiated12/10/14 12/18/14 $25,000,000 City of East Providence RI General Obligation Tax Anticipation NotesNegotiated12/10/14 12/22/14 $529,365,000 City of Dallas (TX) TX General Obligation Refunding and Improvement Bonds, Series 2014 Negotiated12/10/14 12/23/14 $47,435,000 Harris County-Houston Sports Authority TX Senior Lien Revenue Refunding Bonds, Series 2014BNegotiated12/10/14 12/23/14 $75,875,000 Harris County-Houston Sports Authority TX Second Lien Revenue Refunding Bonds, Series 2014C Negotiated12/10/14 12/23/14 $90,423,444 Harris County-Houston Sports Authority TX Senior Lien Revenue Refunding Capital Appreciation Bonds, 2014A Negotiated12/10/14 12/23/14 $344,780,000 Harris County-Houston Sports Authority TX Senior Lien Revenue Refunding Bonds, Series 2014ANegotiated12/10/14 01/01/15 $3,510,000 NorthPointe Water Control and Improvement District TX Refunding Bonds, Series 2015Negotiated12/10/14 12/15/14 $3,240,000 Denton County Fresh Water Supply District No. 8-C TX Unlimited Tax Utility Refunding Bonds, Series 2014ACompetitive12/10/14 12/15/14 $14,985 Denton County Fresh Water Supply District No. 8-C TX Unlimited Tax Road Refunding Capital Appreciation Bonds,Series 2014B Competitive12/10/14 12/15/14 $4,365,000 Denton County Fresh Water Supply District No. 8-C TX Unlimited Tax Road Refunding Bonds, Series 2014BCompetitive12/11/14 12/01/14 $81,650,000 Houston Independent School District Public Facility Corporation TX Lease Revenue Bonds (School Projects), Series 2014Negotiated12/11/14 12/11/14 $250,000,000 Michigan Strategic Fund MI Variable Rate Limited Obligation Revenue Bonds, Series 2014A (Events Center Project\ Negotiated12/11/14 12/29/14 $9,440,000 Town of Waterford (CT) CT General Obligation Refunding Bonds, Issue of 2014Negotiated12/11/14 01/01/15 $3,190,000 Harris-Fort Bend Counties Municipal Utility District No. 1 TX Refunding Bonds, Series 2015Negotiated12/11/14 01/13/15 $14,260,000 Tarrant County Cultural Education Facilities Finance Corporation TX Hospital Revenue Bonds, Series 2015 (Hendrick Medical Center) Negotiated12/11/14 12/18/14 $741,400 Town of Stoneham MA General Obligation Bond Anticipation Notes (new money) Competitive12/11/14 12/19/14 $5,860,000 Town of Danvers MA General Obligation Refunding BondsCompetitive12/11/14 01/09/15 $1,500,000 Town of Danvers MA General Obligation Bond Anticipation Notes (new money) Competitive12/11/14 12/18/14 $15,060,000 Town of Holden MA General Obligation Municipal Purpose Loan of 2014 Bonds Competitive12/12/14 12/29/14 $56,065,000 Peace River/Manasota Regional Water Supply Authority FL Utility System Refunding Revenue Bonds, Series 2014B Negotiated12/12/14 07/07/15 $23,910,000 Peace River/Manasota Regional Water Supply Authority FL Utility System Refunding Revenue Bonds, Series 2015Negotiated12/15/14 12/15/14 $12,215,000 Walnut Creek Special Utility District TX Water System Revenue Refunding Bonds, Series 2015 Negotiated12/15/14 01/01/15 $4,700,000 Grand Lakes Municipal Utility District No. 1 TX Refunding Bonds, Series 2015Negotiated12/15/14 12/15/14 $5,000,000 City of Jourdanton (TX) TX Combination Tax and Municipal Hotel Occupancy Tax Junior Lien Rev Cert of Obligation Series 2014 Competitive12/15/14 12/15/14 $2,500,000 Mount Pleasant Independent School District TX Maintenance Tax Notes, Series 2014Competitive15 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience12/16/14 12/15/14 $7,415,000 Bellville Independent School DistrictTX Refunding Bonds, Series 2015Negotiated12/16/14 12/15/14 $10,475,000 City of KellerTX General Obligation Refunding Bonds, Series 2015Competitive12/16/14 12/15/14 $9,545,000 City of KellerTX Combination Tax and Tax Increment Reinvestment Zone Number One Rev Ref Bonds, Series 2015A Competitive12/16/14 12/15/14 $3,870,000 City of KellerTX Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2015 Competitive12/16/14 12/23/14 $5,550,000 Town of Dover (MA) MA General Obligation Taxable Bond Anticipation Notes (new money) Competitive12/16/14 01/07/15 $5,000,000 Regional School District No. 18 of the State of Connecticut CT General Obligation Bonds, Issue of 2015Competitive12/16/14 01/07/15 $1,500,000 Regional School District No. 18 of the State of Connecticut CT General Obligation Bond Anticipation NotesCompetitive12/17/14 12/15/14 $78,740,000 El Paso Independent School District TX Refunding Bonds, Series 2015Negotiated12/17/14 12/23/14 $5,770,000 State of Mississippi MS Lease Revenue Certificates of Participation (Master Lease Program, Series 2014A) Negotiated12/17/14 12/30/14 $8,500,000 Town of Cumberland (RI) RI General Obligation Tax Anticipation NotesNegotiated12/17/14 01/01/15 $4,145,000 Harris County Municipal Utility District No. 239 TX Refunding Bonds, Series 2015Negotiated12/17/14 12/15/14 $7,865,000 Bullard Independent School District (TX) TX Unlimited Tax Refunding Bonds, Series 2015Competitive12/18/14 01/01/15 $3,350,000 San Angelo Independent School District TX Refunding Bonds, Series 2015-BNegotiated12/18/14 01/01/15 $93,635,000 San Angelo Independent School District TX Refunding Bonds, Series 2015-ANegotiated12/18/14 01/15/15 $2,954,982 San Angelo Independent School District TX Refunding Premium Capital Appreciation Bonds, Series 2015-A Negotiated01/05/15 01/15/15 $8,600,000 City of Missouri City (TX) TX General Obligation Bonds, Series 2015Competitive01/06/15 02/03/15 $13,705,000 Midtown Redevelopment Authority TX Tax Increment Contract Revenue Refunding Bonds, Series 2015 Negotiated01/06/15 02/18/15 $64,670,000 Board of Regents of the Texas A & M University System (TX) TX Revenue Financing System Bonds, Series 2015ANegotiated01/06/15 02/18/15 $142,155,000 Board of Regents of the Texas A & M University System (TX) TX Revenue Financing System Bonds, Series 2015BNegotiated01/07/15 01/01/15 $153,875,000 Keller Independent School District TX School Building Bonds, Series 2015Negotiated01/07/15 01/27/15 $176,925,000 Board of Regents of the Texas A & M University System (TX) TX Revenue Financing System Bonds, Series 2015CNegotiated01/07/15 01/14/15 $765,000 Town of Templeton MA General Obligation State Aid Anticipation NoteCompetitive01/08/15 02/01/15 $31,905,000 City of Longview (TX) TX Waterworks and Sewer System Revenue Refunding Bonds, Series 2015 Negotiated01/08/15 02/01/15 $5,500,000 Montgomery County Municipal Utility District No. 115 TX Unlimited Tax Bonds, Series 2015Competitive01/12/15 01/29/15 $641,000 Groton-Dunstable Regional School District MA General Obligation State House Serial Loan NotesCompetitive01/13/15 01/01/15 $9,000,000 City of Celina (TX) TX Special Assessment Revenue Bonds, Series 2014Negotiated01/13/15 01/01/15 $13,150,000 City of Celina (TX) TX Special Assessment Revenue Bonds, Series 2014Negotiated01/13/15 02/05/15 $25,340,000 State of Texas (TX) TX Variable Rate General Obligation Water Financial Assistance Ref Bonds, Series 2015B Subseries 2015B-2 Negotiated01/13/15 02/05/15 $26,610,000 State of Texas (TX) TX Variable Rate General Obligation Water Financial Assistance Ref Bonds, Series 2015A Subseries 2015A-2 Negotiated01/13/15 02/05/15 $6,435,000 State of Texas (TX) TX General Obligation Water Financial Assistance Refunding Bonds, Series 2015 A-1 Negotiated01/13/15 02/05/15 $7,365,000 State of Texas (TX) TX General Obligation Water Financial Assistance Refunding Bonds, Series 2015 C-1 Negotiated01/13/15 02/05/15 $9,550,000 State of Texas (TX) TX General Obligation Water Financial Assistance Refunding Bonds, Series 2015 C-2 Negotiated01/13/15 02/05/15 $44,645,000 State of Texas (TX) TX General Obligation Water Financial Assistance Refunding Bonds, Series 2015 B-1 Negotiated01/14/15 01/27/15 $26,195,000 Town of Sharon (MA) MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive01/14/15 01/23/15 $11,300,000 City of Peabody (MA) MA General Obligation Municipal Purpose Loan of 2015 Bonds, Series A Competitive01/14/15 01/23/15 $3,880,000 City of Peabody (MA) MA General Obligation Refunding Bonds, Series BCompetitive01/15/15 01/15/15 $24,040,000 City of Leander TX Combination Tax and Revenue Certificates of Obligation, Series 2015 (Limited Tax) Negotiated01/15/15 01/15/15 $42,165,000 Corsicana Independent School District TX School Building Bonds, Series 2015Negotiated01/15/15 01/23/15 $30,000,000 City of Quincy (MA) MA General Obligation Bond Anticipation Notes (renewal)Competitive01/15/15 01/28/15 $1,990,000 City of Concord (NH) NH General Obligation Bond Anticipation Notes (new money) Competitive01/15/15 02/05/15 $15,800,000 Town of Reading MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive01/15/15 01/28/15 $20,035,000 City of Concord (NH) NH General Obligation BondsCompetitive01/20/15 02/01/15 $15,355,000 City of Garland TX Electric Utility System Revenue Refunding Bonds, New Series 2015 Competitive01/20/15 01/15/15 $9,215,000 City of Gainesville (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2015 Competitive01/20/15 02/01/15 $22,695,000 City of Garland TX General Obligation Refunding Bonds, Series 2015ACompetitive01/20/15 02/01/15 $2,685,000 Harris County Municipal Utility District No. 58 TX Unlimited Tax Bonds, Series 2015Competitive01/20/15 02/01/15 $22,490,000 City of Garland TX General Obligation Refunding Bonds, Taxable Series 2015B Competitive01/20/15 02/01/15 $9,230,000 Trophy Club Municipal Utility District No. 1 TX Water and Sewer System Revenue Bonds, Series 2015 Competitive01/21/15 02/01/15 $3,150,000 Northwest Harris County Municipal Utility District No. 6 TX Refunding Bonds, Series 2015Negotiated01/21/15 02/01/15 $8,965,000 Timber Lane Utility District TX Refunding Bonds, Series 2015Negotiated01/21/15 01/29/15 $25,505,000 City of Newton (MA) MA General Obligation Municipal Purpose Loan of 2015 Bonds, Series A Competitive01/21/15 01/29/15 $19,635,000 City of Newton (MA) MA General Obligation Refunding Bonds, Series BCompetitive01/21/15 01/30/15 $2,500,000 Town of Raynham MA General Obligation Bond Anticipation NotesCompetitive01/21/15 02/10/15 $8,500,000 City of Sanford (NC) NC General Obligation Public Improvement Bonds, Series 2015 Competitive01/22/15 02/01/15 $8,460,000 Pleasant Grove Independent School District TX Refunding Bonds, Series 2015Negotiated01/22/15 02/01/15 $21,150,000 Cinco Southwest Municipal Utility District No. 1 TX Contract Revenue Refunding Bonds, Series 2015Negotiated01/22/15 03/04/15 $5,075,000 Board of Regents of the University of Oklahoma OK General Revenue Bonds, Series 2015BNegotiated01/22/15 03/04/15 $29,550,000 Board of Regents of the University of Oklahoma OK General Revenue Bonds, Series 2015ANegotiated01/22/15 02/05/15 $3,340,000 Town of Nantucket MA General Obligation Refunding BondsCompetitive01/23/15 01/15/15 $20,565,000 City of Grapevine TX Combination Tax and Tax Increment Reinvestment Zone Number Two Revenue Ref Bonds, Series 2015A Negotiated01/23/15 01/15/15 $14,695,000 City of Grapevine TX General Obligation Refunding Bonds, Series 2015Negotiated01/23/15 01/15/15 $11,720,000 City of Grapevine TX Combination Tax and Revenue Certificates of Obligation, Series 2015 Negotiated01/26/15 01/15/15 $16,720,000 City of McAllen TX Waterworks and Sewer System Revenue Refunding Bonds, Series 2015 Negotiated01/26/15 02/15/15 $3,910,000 City of Piney Point Village TX General Obligation Bonds, Series 2015Competitive01/26/15 01/15/15 $15,035,000 City of McAllen TX General Obligation Refunding Bonds, Series 2015Competitive01/27/15 01/15/15 $2,090,000 City of McLendon-Chisolm (TX) TX Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2015 Negotiated01/27/15 02/01/15 $83,565,000 Northwest Independent School District TX Refunding Bonds, Series 2015Negotiated01/27/15 01/15/15 $10,085,000 City of Melissa TX Combination Tax and Surplus Revenue Certificates of Obligation, Series 2015 Competitive01/27/15 01/15/15 $2,100,000 City of Melissa TX General Obligation Bonds, Series 2015Competitive01/28/15 02/01/15 $13,235,000 City of WacoTX Combination Tax and Revenue Certificates of Obligation, Series 2015 (Limited Tax) Negotiated01/28/15 02/01/15 $73,310,000 City of WacoTX General Obligation Refunding Bonds, Series 2015 (Limited Tax) Negotiated01/28/15 02/17/15 $4,030,000 Town of Wolcott (CT) CT General Obligation Refunding Bonds, Issue of 2015Negotiated01/28/15 02/01/15 $2,160,000 Rolling Fork Public Utility District (TX) TX Waterworks and Sewer System Combination Unlimited Tax and Revenue Bonds, Series 2015 Competitive01/29/15 03/19/15 $111,535,000 Alaska Housing Finance Corporation AK State Capital Project Bonds II 2015 Series ANegotiated01/29/15 02/05/15 $7,948,000 City of New Bedford MA General Obligation State Qualified Municipal Purpose Loan of 2015 Bonds Competitive16 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience01/29/15 02/06/15 $22,264,658 City of New Bedford MA General Obligation Bond Anticipation Notes (renewal)Competitive01/29/15 02/05/15 $6,750,000 City of Gloucester MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive01/29/15 02/06/15 $2,000,000 City of Gloucester MA General Obligation Bond Anticipation Notes (Renewal)Competitive01/29/15 02/11/15 $20,000,000 Town of Mooresville NC General Obligation Public Improvement Bonds, Series 2015 Competitive01/29/15 02/15/15 $3,530,000 Splendora Independent School DistrictTX Unlimited Tax Refunding Bonds, Series 2015Competitive01/29/15 02/19/15 $2,155,000 Wachusett Regional School District MA General Obligation Refunding BondsCompetitive01/29/15 02/05/15 $11,627,000 City of Pittsfield MA State Qualified General Obligation Municipal Purpose Loan of 2015 Bonds Competitive01/29/15 02/06/15 $1,719,620 City of Pittsfield MA General Obligation Bond Anticipation Notes (Renewal)Competitive01/30/15 02/01/15 $156,470,000 Tarrant Regional Water District TX Water Revenue Refuding Bonds, Series 2015Negotiated02/02/15 03/01/15 $3,490,000 Langham Creek Utility District TX Refunding Bonds, Series 2015Negotiated02/02/15 02/01/15 $6,335,000 City of Denison (TX) TX Combination Tax and Surplus Revenue Certificates of Obligation, Series 2015 Competitive02/02/15 02/01/15 $3,915,000 City of Seagoville TX Tax and Waterworks and Sewer Systems Surplus Revenue Certificates of Obligation, Series 2015 Competitive02/03/15 02/01/15 $67,140,000 Round Rock Independent School District TX School Building Bonds, Series 2015Negotiated02/03/15 02/01/15 $74,985,000 Round Rock Independent School District TX Variable Rate School Building Bonds, Series 2015 (Mandatory Tender Date: 08/01/2016) Negotiated02/03/15 02/18/15 $154,685,000 State of Mississippi MS General Obligation Bonds, Series 2015ANegotiated02/03/15 02/18/15 $249,980,000 State of Mississippi MS General Obligation Refunding Bonds, Series 2015CNegotiated02/03/15 02/18/15 $179,135,000 State of Mississippi MS General Obligation Refunding Bonds, Series 2015DNegotiated02/03/15 02/19/15 $5,170,000 Town of West Greenwich RI General Obligation Refunding Bonds, Series 2015ANegotiated02/03/15 03/01/15 $4,470,000 West Harris County Municipal Utility District No. 5 TX Refunding Bonds, Series 2015Negotiated02/03/15 02/12/15 $21,460,000 City of Fall River MA General Obligation State Qualified Municipal Purpose Loan of 2015 Bonds Competitive02/03/15 02/13/15 $7,549,000 City of Fall River MA General Obligation Bond Anticipation NotesCompetitive02/03/15 02/26/15 $3,775,000 Town of Wenham MA General Obligation Refunding BondsCompetitive02/04/15 02/15/15 $2,690,000 Wylie Independent School District (Collin County) TX School Building Bonds, Series 2015ANegotiated02/04/15 02/15/15 $4,297,066 Wylie Independent School District (Collin County) TX School Building Premium Capital Appreciation Bonds, Series 2015B Negotiated02/04/15 02/15/15 $87,100,262 Wylie Independent School District (Collin County) TX School Building Capital Appreciation Bonds, Series 2015B Negotiated02/04/15 02/18/15 $128,950,000 State of Mississippi MS General Obligation Bonds, Series 2015BNegotiated02/04/15 03/01/15 $3,050,000 Fort Bend County Municipal Utility District No. 158 TX Refunding Bonds, Series 2015Negotiated02/04/15 02/17/15 $22,905,000 Town of Barnstable MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive02/05/15 02/01/15 $12,740,000 Cleburne Independent School DistrictTX Refunding Bonds, Series 2015Negotiated02/05/15 02/12/15 $1,281,000 City of Springfield (MA) MA General Obligation State Qualified School Project Loan Chapter 70B Bonds, Series B Competitive02/05/15 02/12/15 $49,262,000 City of Springfield (MA) MA General Obligation State Qualified Municipal Purpose Loan of 2015 Bonds, Series A Competitive02/05/15 02/12/15 $17,895,000 City of Springfield (MA) MA General Obligation State Qualified Refunding Bonds, Series C Competitive02/05/15 02/12/15 $22,695,000 City of Quincy (MA) MA General Obligation Energy Efficiency Improvement Bonds Competitive02/05/15 02/13/15 $12,028,673 City of Springfield (MA) MA General Obligation Bond Anticipation Notes (new money & renewals) Competitive02/05/15 03/01/15 $1,240,000 Fort Bend County Municipal Utility District No. 121 TX Unlimited Tax Park Bonds, Series 2015Competitive02/05/15 03/01/15 $2,625,000 Fort Bend County Municipal Utility District No. 121 TX Unlimited Tax Bonds, Series 2015Competitive02/09/15 02/15/15 $14,470,000 Weslaco Independent School District TX Refunding Bonds, Series 2015ANegotiated02/09/15 02/15/15 $17,100,000 Weslaco Independent School District TX Refunding Bonds, Series 2015BNegotiated02/10/15 02/01/15 $104,555,000 El Paso Independent School DistrictTX Refunding Bonds, Series 2015ANegotiated02/10/15 02/19/15 $59,730,000 Metropolitan Government of Nashville and Davidson County (TN) TN General Obligation Refunding Bonds, Series 2015ANegotiated02/10/15 02/19/15 $103,980,000 Metropolitan Government of Nashville and Davidson County (TN) TN General Obligation Refunding Bonds, Series 2015BNegotiated02/11/15 02/19/15 $3,636,000 City of Revere MA General Obligation State Qualified Municipal Purpose Loan of 2015 Bonds Competitive02/12/15 02/15/15 $25,615,000 Godley Independent School District TXRefunding Bonds, Series 2015Negotiated02/12/15 02/15/15 $1,985,000 Archer City Independent School District TX School Building Bonds, Series 2015ANegotiated02/12/15 02/15/15 $14,905,000 Archer City Independent School District TX School Building Bonds, Series 2015BNegotiated02/12/15 03/04/15 $1,240,000 Successor Agency to the Vista Redevelopment Agency (CA) CA 2015 Subordinate Tax Allocation Refunding Bonds, Series B-2 (Vista Redevelopment Project) Negotiated02/12/15 03/04/15 $23,300,000 Successor Agency to the Vista Redevelopment Agency (CA) CA 2015 Subordinate Tax Allocation Refunding Bonds, Series A (Vista Redevelopment Project) Negotiated02/12/15 03/04/15 $33,880,000 Successor Agency to the Vista Redevelopment Agency (CA) CA 2015 Subordinate Tax Allocation Refunding Bonds, Series B-1 (Vista Redevelopment Project) Negotiated02/13/15 01/15/15 $23,655,000 Carrollton-Farmers Branch Independent School District TX Refunding Bonds, Series 2015Negotiated02/13/15 02/15/15 $4,980,000 Crane Independent School District TX School Building Bonds, Series 2015Negotiated02/17/15 02/15/15 $8,965,000 Henrietta Independent School DistrictTX Refunding Bonds, Series 2015Negotiated02/17/15 03/01/15 $2,030,000 Harris County Municipal Utility District No. 239 TX Unlimited Tax Bonds, Series 2015ACompetitive02/17/15 03/01/15 $3,750,000 Conroe Municipal Utility District No. 1 (TX) TX Unlimited Tax Bonds, Series 2015Competitive02/17/15 02/15/15 $8,620,000 Denton County Fresh Water Supply District No. 7 TX Unlimited Tax Utility System Bonds, Series 2015Competitive02/17/15 03/01/15 $50,000,000 Aldine Independent School District TXUnlimited Tax School Building Bonds, Series 2015Competitive02/18/15 02/15/15 $89,999 Lake Worth Independent School District TXRefunding Capital Appreciation Bonds, Series 2015BNegotiated02/18/15 02/15/15 $1,455,000 Lake Worth Independent School District TX Refunding Bonds, Series 2015BNegotiated02/18/15 02/15/15 $19,995 Lake Worth Independent School District TXRefunding Capital Appreciation Bonds, Series 2015ANegotiated02/18/15 02/15/15 $688,740 Lake Worth Independent School District TX Refunding Premium Capital Appreciation Bonds, Series 2015 Negotiated02/18/15 02/15/15 $7,980,000 Lake Worth Independent School District TX Refunding Bonds, Series 2015ANegotiated02/18/15 02/15/15 $8,935,000 Lake Worth Independent School District TX Refunding Bonds, Series 2015Negotiated02/18/15 03/01/15 $5,045,000 Harris County Municipal Utility District No. 396 TX Refunding Bonds, Series 2015Negotiated02/18/15 03/01/15 $16,385,000 Fort Bend County Municipal Utility District No. 35 TX Refunding Bonds, Series 2015Negotiated02/18/15 02/25/15 $6,920,000 Town of Franklin (MA) MA General Obligation Refunding BondsCompetitive02/18/15 03/02/15 $1,042,500 City of Haverhill MA General Obligation State Qualified Deficit Financing Bond Anticipation Notes Competitive02/18/15 03/02/15 $6,000,000 City of Lawrence (MA) MA State Qualified General Obligation Deficit Financing Bond Anticipation Notes Competitive02/19/15 02/15/15 $124,999 Kemp Independent School District TX Refunding Premium Capital Appreciation Bonds, Series 2015 Negotiated02/19/15 02/15/15 $8,850,000 Kemp Independent School District TX Refunding Bonds, Series 2015Negotiated02/19/15 02/15/15 $1,108,059 Ferris Independent School District TX School Building and Refunding Capital Appreciation Bonds, Series 2015 Negotiated02/19/15 02/15/15 $1,795,000 Ferris Independent School District TX School Building and Refunding Bonds, Series 2015Negotiated02/19/15 03/01/15 $3,755,000 Harris County Municipal Utility District No. 106 TX Refunding Bonds, Series 2015Negotiated02/19/15 03/05/15 $895,000 Trustees of the Tulsa Airports Improvement Trust (OK) OK General Airports Revenue Bonds, Series 2015CNegotiated02/19/15 03/05/15 $6,670,000 Trustees of the Tulsa Airports Improvement Trust (OK) OK General Airports Revenue Refunding Bonds, Series 2015B Negotiated02/19/15 03/05/15 $24,395,000 Trustees of the Tulsa Airports Improvement Trust (OK) OK General Airports Revenue Refunding Bonds, Series 2015D Negotiated02/19/15 03/05/15 $44,045,000 Trustees of the Tulsa Airports Improvement Trust (OK) OK General Airports Revenue Bonds, Series 2015ANegotiated17 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience02/19/15 02/26/15 $23,573,000 Town of Lexington (MA) MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive02/19/15 02/27/15 $487,061 Town of Lexington (MA) MA General Obligation Bond Anticipation Notes Series A (new money) Competitive02/19/15 02/27/15 $1,000,000 Town of Lexington (MA) MA General Obligation Bond Anticipation Notes Series B (new money) Competitive02/19/15 03/19/15 $35,000,000 The Metropolitan District, Hartford County CT General Obligation Bond Anticipation Notes Series BCompetitive02/19/15 03/19/15 $81,500,000 The Metropolitan District, Hartford County CT General Obligation Bond Anticipation Notes Series ACompetitive02/20/15 03/15/15 $132,590,000 City of Houston (TX) TX Convention and Entertainment Facs Dept Hotel Occupancy Tax and Special Rev and Ref Bonds, Series 2015 Negotiated02/23/15 02/26/15 $88,000,000 Gregg County Health Facilities Development Corporation TX Hospital Revenue Refunding Bonds, Series 2015A (Good Shepherd Health System Obligated Group) Negotiated02/23/15 03/01/15 $4,140,000 Harris County Municipal Utility District No. 65 TX Refunding Bonds, Series 2015Negotiated02/23/15 03/19/15 $8,840,000 Lexington Independent School DistrictTX School Building and Refunding Bonds, Series 2015Negotiated02/24/15 03/01/15 $8,790,000 Borger Independent School District TX Refunding Bonds, Series 2015Negotiated02/24/15 03/01/15 $4,070,000 Harris County Municipal Utility District No. 64 TX Refunding Bonds, Series 2015Negotiated02/24/15 03/17/15 $100,000,000 County of Mecklenburg (NC) NC General Obligation School Bonds, Series 2015ACompetitive02/24/15 03/12/15 $11,955,000 City of Quincy (MA) MA General Obligation Refunding BondsCompetitive02/25/15 03/01/15 $6,165,000 Fort Bend County Municipal Utility District No. 121 TX Refunding Bonds, Series 2015Negotiated02/25/15 03/25/15 $191,825,000 University of Massachusetts Building Authority MA Refunding Revenue Bonds, Senior Series 2015-2Negotiated02/25/15 03/25/15 $298,795,000 University of Massachusetts Building Authority MA Project Revenue Bonds, Senior Series 2015-1Negotiated02/25/15 03/01/15 $3,550,000 Harris County Municipal Utility District No. 451 (TX) TX Unlimited Tax Bonds, Series 2015Competitive02/25/15 03/06/15 $1,802,372 Town of Maynard MA General Obligation Bond Anticipation Notes (new money and renewals) Competitive02/25/15 03/17/15 $13,985,000 City of Lowell (MA) MA General Obligation State Qualified Refunding BondsCompetitive02/26/15 02/15/15 $9,470,000 City of Sachse TX General Obligation Refunding Bonds, Series 2015 (Limited Tax) Negotiated02/26/15 03/01/15 $4,940,000 Fort Bend County Municipal Utility District No. 165 TX Refunding Bonds, Series 2015Negotiated02/26/15 03/12/15 $1,237,405,000 City of Atlanta (GA) GA Water and Wastewater Revenue Refunding Bonds, Series 2015 Negotiated02/26/15 03/25/15 $6,675,000 City of Waxahachie TX Special Assessment Revenue Bonds, Series 2015Negotiated02/26/15 04/02/15 $81,470,000 New Hampshire Municipal Bond Bank NH 2015 Series A Refunding BondsNegotiated02/26/15 02/15/15 $2,300,000 City of Gladewater TX Combination Tax and Revenue Certificates of Obligation, Series 2015 Competitive02/27/15 03/01/15 $132,160,000 Board of Regents, Texas State University System TX Revenue Financing System Revenue and Refunding Bonds, Series 2015B Negotiated02/27/15 03/01/15 $183,560,000 Board of Regents, Texas State University System TX Revenue Financing System Revenue and Refunding Bonds, Series 2015A Negotiated03/02/15 04/01/15 $7,140,000 Fort Bend County Municipal Utility District No. 122 TX Refunding Bonds, Series 2015Negotiated03/02/15 04/01/15 $6,245,000 Fort Bend County Municipal Utility District No. 146 TX Refunding Bonds, Series 2015Negotiated03/03/15 03/25/15 $10,125,000 University of Mississippi Educational Building Corporation MS Revenue Bonds, Series 2015B (Campus Improvements Project) Negotiated03/03/15 03/25/15 $15,660,000 University of Mississippi Educational Building Corporation MS Revenue Bonds, Series 2015A (Campus Improvements Project) Negotiated03/03/15 04/01/15 $3,400,000 Fort Bend County Municipal Utility District No. 144 TX Unlimited Tax Bonds, Series 2015Competitive03/03/15 04/01/15 $1,450,000 Galveston County Municipal Utility District No. 39 TX Unlimited Tax Park Bonds, Series 2015Competitive03/03/15 03/12/15 $14,936,000 Town of Winthrop (MA) MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive03/03/15 03/13/15 $5,936,100 Town of East Bridgewater MA General Obligation Bond Anticipation Notes (renewals) Competitive03/04/15 02/15/15 $43,250,000 Plano Independent School District (TX) TX Refunding Bonds, Series 2015Negotiated03/04/15 03/12/15 $1,100,000 Town of Brooklyn (CT) CT General Obligation Bond Anticipation NotesNegotiated03/04/15 03/18/15 $3,980,000 Regional School District No. 8 of the State of Connecticut CT General Obligation Refunding Bonds, Issue of 2015Negotiated03/04/15 04/01/15 $7,530,000 Harris County Municipal Utility District No. 397 TX Refunding Bonds, Series 2015Negotiated03/04/15 04/01/15 $1,935,000 Fort Bend County Municipal Utility District No. 158 TX Unlimited Tax Bonds, Series 2015Competitive03/05/15 03/01/15 $47,170,000 McKinney Independent School DistrictTX Refunding Bonds, Series 2015Negotiated03/05/15 03/15/15 $7,880,000 Millsap Independent School District TXRefunding Bonds, Series 2015Negotiated03/05/15 03/25/15 $311,239 Millsap Independent School District TX Premium Capital Appreciation Refunding Bonds, Series 2015 Negotiated03/05/15 04/01/15 $7,765,000 Fort Bend County Municipal Utility District No. 129 TX Refunding Bonds, Series 2015Negotiated03/05/15 03/18/15 $450,000 Town of Middleton (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive03/05/15 04/01/15 $14,500,000 Fort Bend County Levee Improvement District No. 7 TX Unlimited Tax Levee Improvement Bonds (New Territory Reclaimed Water Facilities) Series 2015 Competitive03/06/15 03/15/15 $5,450,000 Salado Independent School District TX Refunding Bonds, Series 2015Negotiated03/06/15 03/18/15 $1,975,000 Town of Ashburnham MA General Obligation Revenue Anticipation NotesCompetitive03/09/15 04/01/15 $15,315,000 Fort Bend County Municipal Utility District No. 151 TX Refunding Bonds, Series 2015Negotiated03/09/15 04/01/15 $2,690,000 Fort Bend County Municipal Utility District No. 143 TX Unlimited Tax Bonds Series 2015Competitive03/10/15 03/19/15 $66,740,000 The Metropolitan District, Hartford County CT General Obligation Bonds, Issue of 2015Competitive03/11/15 03/01/15 $22,240,000 City of El Paso (TX) TX Municipal Drainage Utility System Revenue Bonds, Series 2015 Negotiated03/11/15 03/15/15 $9,223,204 Rockwall Independent School District TX Refunding Premium Capital Appreciation Bonds, Series 2015 Negotiated03/11/15 03/15/15 $80,345,000 Rockwall Independent School DistrictTX Refunding Bonds, Series 2015Negotiated03/11/15 03/19/15 $15,255,000 Rhode Island Tobacco Settlement Financing Corporation RI Tobacco Settlement Asset-Backed Bonds, Series 2015A Negotiated03/11/15 03/19/15 $288,635,000 Rhode Island Tobacco Settlement Financing Corporation RI Tobacco Settlement Asset-Backed Bonds, Series 2015B Negotiated03/11/15 03/19/15 $317,045,000 Rhode Island Tobacco Settlement Financing Corporation RI Tobacco Settlement Asset-Backed Bonds, Series 2015A Negotiated03/11/15 03/24/15 $302,600,000 Michigan Finance Authority (MI) MI Student Loan Asset Backed Notes, Series 2015-1 (Class A LIBOR Floating Rate Notes) Negotiated03/11/15 03/25/15 $150,630,000 City of Dallas (TX) TX Waterworks and Sewer System Revenue Refunding Bonds, Series 2015B Negotiated03/11/15 03/25/15 $453,630,000 City of Dallas (TX) TX Waterworks and Sewer System Revenue Refunding Bonds, Series 2015A Negotiated03/11/15 03/26/15 $65,785,000 City of Houston (TX) TX Airport System Special Facilities Revenue Refunding Bonds, Series 2015C Negotiated03/11/15 04/01/15 $6,805,000 Fort Bend County Municipal Utility District No. 34 TX Refunding Bonds, Series 2015Negotiated03/11/15 04/01/15 $5,245,000 Harris County Water Control and Improvement District No. 96 TX Refunding Bonds, Series 2015Negotiated03/11/15 04/01/15 $8,625,000 Van Independent School District TX Refunding Bonds, Series 2015Negotiated03/11/15 04/01/15 $9,285,000 Montgomery County Municipal Utility District No. 89 TX Refunding Bonds, Series 2015Negotiated03/11/15 03/15/15 $5,500,000 Denton County Fresh Water Supply District No. 8-C TX Unlimited Tax Utility Bonds, Series 2015Competitive03/11/15 03/25/15 $2,500,000 Town of Tyngsborough MA General Obligation Bond Anticipation NotesCompetitive03/11/15 03/27/15 $9,043,000 Town of Scituate (MA) MA General Obligation Bond Anticipation Notes (Renewal)Competitive03/12/15 04/01/15 $4,815,000 Bay Colony West Municipal Utility District TX Refunding Bonds, Series 2015Negotiated03/12/15 04/02/15 $52,645,000 City of Commerce City CO Sales and Use Tax Revenue Refunding Bonds, Series 2015 Negotiated03/12/15 03/26/15 $9,556,000 Town of Norwood MA General Obligation Bond Anticipation Notes (New Money) Competitive03/13/15 03/24/15 $5,510,000 Town of Brookfield (CT) CT General Obligation Refunding Bonds, Issue of 2015Negotiated03/16/15 04/01/15 $1,320,000 Chelford One Municipal Utility District of Harris County (TX) TX Unlimited Tax Bonds, Series 2015Competitive03/16/15 03/27/15 $5,000,000 County of Norfolk MA General Obligation Bond Anticipation Notes (renewal)Competitive03/16/15 04/01/15 $4,155,000 City of HasletTX Combination Tax and Revenue Certificates of obligation, Series 2015 Competitive18 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience03/17/15 03/31/15 $44,910,000 Providence Redevelopment Agency RI Revenue Refunding Bonds, 2015 Series A (Public Safety Building Project) Negotiated03/17/15 04/09/15 $18,340,000 Texas Tech University System Board of Regents TX Revenue Financing System Refunding and Improvement Bonds, Seventeenth Series 2015B2 Negotiated03/17/15 04/09/15 $226,975,000 Texas Tech University System Board of Regents TX Revenue Financing System Refunding and Improvement Bonds, Seventeenth Series 2015B Negotiated03/17/15 04/09/15 $73,255,000 Texas Tech University System Board of Regents TX Revenue Financing System Refunding and Improvement Bonds, Sixteenth Series (2015A) Negotiated03/17/15 03/27/15 $19,800,000 City of Peabody (MA) MA General Obligation Bond Anticipation NotesCompetitive03/18/15 03/15/15 $23,315,000 Clint Independent School District TX Refunding Bonds, Series 2015Negotiated03/18/15 03/15/15 $254,999 Clyde Consolidated Independent School District TX Refunding Capital Appreciation Bonds, Series 2015Negotiated03/18/15 03/15/15 $7,070,000 Clyde Consolidated Independent School District TX Refunding Bonds, Series 2015Negotiated03/18/15 04/01/15 $3,750,000 Harris County Municipal Utility District No. 390 TX Unlimited Tax Road Bonds, Series 2015Competitive03/18/15 03/25/15 $7,154,700 Town of Salisbury (MA) MA General Obligation Bond Anticipation Notes (new money and renewal) Competitive03/18/15 03/27/15 $3,000,000 Town of Uxbridge MA General Obligation Bond Anticipation Notes (renewal)Competitive03/19/15 03/01/15 $159,996 Mesquite Independent School District TX Refunding Premium Capital Appreciation Bonds, Series 2015B Negotiated03/19/15 03/01/15 $21,150,000 Mesquite Independent School DistrictTX Refunding Bonds, Series 2015BNegotiated03/19/15 03/01/15 $27,020,000 Mesquite Independent School DistrictTX School Building Bonds, Series 2015ANegotiated03/23/15 03/15/15 $41,665,000 City of Richardson TX General Obligation Refunding Bonds, Series 2015Negotiated03/23/15 03/15/15 $6,850,000 City of Richardson TX Combination Tax and Revenue Certificates of Obligation, Series 2015A Negotiated03/23/15 03/15/15 $2,150,000 City of Richardson TX Combination Tax and Revenue Certificates of Obligation, Series 2015B Negotiated03/24/15 03/01/15 $270,540,000 Fort Worth Independent School District TX Refunding and School Building Bonds, Series 2015Negotiated03/24/15 03/15/15 $6,735,000 Three Rivers Independent School District TX School Building Bonds, Series 2015Negotiated03/24/15 04/01/15 $11,960,000 Princeton Independent School District TX Refunding Bonds, Series 2015Negotiated03/24/15 04/08/15 $65,010,000 Virginia College Building Authority (VA) VA Educational Facilities Revenue and Refunding Bonds, Series 2015A (Marymount University Project) Negotiated03/24/15 03/15/15 $18,675,000 City of Coppell TX General Obligation Refunding Bonds, Series 2015Competitive03/24/15 04/01/15 $275,000 Town of Wareham MA General Obligation Bond Anticipation Notes (renewal)Competitive03/24/15 04/02/15 $15,254,055 City of Pittsfield MA General Obligation Bond Anticipation Notes (new money) Competitive03/24/15 04/15/15 $3,560,000 City of GilmerTX Combination Tax and Revenue Certificates of Obligation, Series 2015 Competitive03/25/15 04/08/15 $56,010,000 Mississippi State University Educational Building Corporation (MS) MS Revenue Bonds, Series 2015 (Campus Improvement Project) Negotiated03/26/15 03/15/15 $345,185,000 North East Independent School District TX Refunding Bonds, Series 2015Negotiated03/26/15 03/15/15 $67,785,000 Trinity River Authority of Texas TX Revenue Refunding Bonds, Series 2015 (Tarrant County Water Project) Negotiated03/26/15 04/01/15 $4,940,000 Harris County Water Control and Improvement District No. 157 TX Refunding Bonds, Series 2015Negotiated03/26/15 04/30/15 $45,320,000 County of Mecklenburg (NC) NC Limited Obligation Refunding Bonds, Series 2015BNegotiated03/26/15 04/30/15 $74,705,000 County of Mecklenburg (NC) NC Limited Obligation Refunding Bonds, Series 2015ANegotiated03/26/15 05/01/15 $2,800,000 Weston Municipal Utility District TX Refunding Bonds, Series 2015Negotiated03/26/15 04/15/15 $2,460,000 City of Granbury TX Combination Tax and Revenue Certificates of of Obligation, Series 2015 Competitive03/26/15 03/15/15 $40,280,000 North Texas Municipal Water DistrictTX Upper East Fork Wastewater Intercept System Contract Revenue Ref and Imp Bonds, Series 2015 Competitive03/31/15 04/01/15 $9,975,000 Harris County Municipal Utility District No. 391 TX Refunding Bonds, Series 2015Negotiated03/31/15 04/01/15 $4,085,000 Brazoria County Municipal Utility District No. 16 TX Refunding Bonds, Series 2015Negotiated03/31/15 04/01/15 $18,655,000 Princeton Independent School District TX School Building Bonds, Series 2015Negotiated03/31/15 04/01/15 $78,355,000 Mansfield Independent School District TX Refunding Bonds, Series 2015Negotiated03/31/15 04/01/15 $8,635,000 Harris County Municipal Utility District No. 26 TX Refunding Bonds, Series 2015Negotiated03/31/15 04/09/15 $4,444,000 Town of Brookline MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive04/01/15 04/01/15 $9,425,000 Cinco Southwest Municipal Utility District No. 2 TX Refunding Bonds, Series 2015Negotiated04/01/15 04/16/15 $34,625,000 University of Connecticut CT General Obligation Refunding Bonds, Series 2015ANegotiated04/01/15 04/16/15 $220,165,000 University of Connecticut CT General Obligation Bonds, Series 2015ANegotiated04/01/15 04/27/15 $16,690,000 S.M. Educational Building Corporation (MS) MS Revenue Refunding Bonds, Series 2015B (Facilities Refinancing Project) Negotiated04/01/15 04/27/15 $38,600,000 S.M. Educational Building Corporation (MS) MS Revenue Refunding Bonds, Series 2015A (Facilities Refinancing Project) Negotiated04/01/15 07/08/15 $149,940,000 Los Angeles County Sanitation Districts Financing Authority CA Capital Projects Revenue Bonds, 2015 Series A (District No. 14 Subordinate Revenue Bonds) Negotiated04/01/15 04/15/15 $9,595,000 City of Texas City TX Certificates of Obligation, Series 2015Competitive04/01/15 04/15/15 $795,000 Town of Needham MA General Obligation Bond Anticipation Notes (new money) Competitive04/01/15 04/15/15 $13,425,000 Town of Needham MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive04/01/15 04/29/15 $1,500,000 Dartmouth Fire District No. 3 (MA) MA General Obligation Fire Station BondsCompetitive04/02/15 03/15/15 $143,555,000 Board of Regents of the Texas A & M University System (TX) TX Permanent University Fund Bonds, Series 2015ACompetitive04/02/15 03/15/15 $145,445,000 Board of Regents of the Texas A & M University System (TX) TX Taxable Permanent University Fund Bonds, Series 2015B Competitive04/02/15 04/23/15 $23,150,000 Town of Norwood MA General Obligation Refunding BondsCompetitive04/06/15 05/01/15 $3,025,000 Montgomery County Municipal Utility District No. 119 (TX) TX Unlimited Tax Road Bonds, Series 2015Competitive04/07/15 05/01/15 $42,475,000 Fort Bend County Municipal Utility District No. 25 TX Refunding Bonds, Series 2015Negotiated04/07/15 04/15/15 $13,010,000 City of Sugar Land TX General Obligation Bonds, Series 2015Competitive04/07/15 04/23/15 $27,325,000 City of Nashua NH General Obligation BondsCompetitive04/07/15 04/24/15 $9,000,000 Greater Lowell Regional Vocational Technical School District (MA) MA General Obligation Bond Anticipation Notes (new and renewal) Competitive04/07/15 04/15/15 $16,675,000 City of Sugar Land TX Combination Tax and Revenue Certificates of Obligation, Series 2015 Competitive04/08/15 04/23/15 $862,920,000 North Texas Tollway Authority TX System Second Tier Revenue Refunding Bonds, Series 2015A Negotiated04/08/15 05/01/15 $5,940,000 Harris County Municipal Utility District No. 49 TX Refunding Bonds, Series 2015Negotiated04/08/15 05/06/15 $20,250,000 County of Charlotte FL Capital Improvement Refunding Revenue Bonds, Series 2015 Negotiated04/08/15 04/15/15 $3,015,000 Town of Flower Mound TX Certificates of Obligation, Series 2015Competitive04/09/15 03/01/15 $21,240,000 City of WylieTX General Obligation Refunding Bonds, Series 2015 (Limited Tax) Negotiated04/09/15 03/15/15 $48,355,000 Upper Trinity Regional Water District (TX) TX Regional Treated Water Supply System Revenue Refunding Bonds, Series 2015 Negotiated04/09/15 04/15/15 $8,000,000 City of Andrews (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2015 Negotiated04/09/15 04/15/15 $67,350,000 City of Abilene (TX) TX Combination Tax and Surplus Revenue Certificates of Obligation, Series 2015 (Limited Tax) Negotiated04/09/15 04/16/15 $10,470,000 City of Revere MA General Obligation State Qualified Municipal Purpose Loan of 2015 Bonds Competitive04/09/15 04/17/15 $16,500,000 City of Revere MA General Obligation Bond Anticipation Notes (new money) Competitive04/09/15 04/23/15 $59,790,000 City of Kansas City (MO) MO Water Revenue Bonds, Series 2015ACompetitive04/13/15 04/15/15 $6,935,000 Frenship Independent School District TX Refunding Bonds, Series 2015BNegotiated04/13/15 04/15/15 $24,185,000 Frenship Independent School DistrictTX Refunding Bonds, Series 2015ANegotiated04/14/15 04/30/15 $7,600,000 City of McLendon-Chisolm (TX) TX Special Assessment Revenue Bonds, Series 2015 (Sonoma Public Improvement District Phase 1 Project) Negotiated04/14/15 05/01/15 $52,220,000 Fort Bend County TX Road and Refunding Bonds, Series 2015ANegotiated04/14/15 05/01/15 $93,370,000 Fort Bend County TX Limited Tax Refunding Bonds, Series 2015BNegotiated19 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience04/14/15 04/30/15 $250,000,000 Boulder Valley School District No. RE-2 CO General Obligation Bonds, Series 2015Competitive04/14/15 05/01/15 $2,000,000 Harris County Municipal Utility District No. 185 TX Unlimited Tax Bonds, Series 2015Competitive04/14/15 04/23/15 $12,215,000 City of Everett (MA) MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive04/15/15 04/01/15 $6,040,000 City of FriscoTX General Obligation Refunding Bonds, Series 2015Negotiated04/15/15 04/15/15 $6,000,000 Frisco Community Development Corporation (TX) TX Sales Tax Revenue Bonds, Series 2015Negotiated04/15/15 04/15/15 $98,675,000 Keller Independent School District TXRefunding Bonds, Series 2015Negotiated04/15/15 04/29/15 $79,735,000 Oakland-Alameda County Coliseum Authority CA Lease Revenue Bonds (Oakland Coliseum Arena Project) 2015 Refunding Series A Negotiated04/15/15 05/01/15 $27,220,000 Willis Independent School District TXRefunding Bonds, Series 2015Negotiated04/15/15 05/01/15 $8,770,000 Brock Independent School District TX Refunding Bonds, Series 2015Negotiated04/15/15 05/12/15 $6,150,000 Texas Public Finance Authority TX Revenue Refunding Bonds, Series 2015E (Texas Department of State Health Services) Negotiated04/15/15 05/12/15 $8,640,000 Texas Public Finance Authority TX Revenue Refunding Bonds, Series 2015B (Texas Military Department) Negotiated04/15/15 05/12/15 $11,150,000 Texas Public Finance Authority TX Revenue Refunding Bonds, Series 201D (Texas Parks and Wildlife Department) Negotiated04/15/15 05/12/15 $18,710,000 Texas Public Finance Authority TX Revenue Refunding Bonds, Series 2015C (Texas State Preservation Board) Negotiated04/15/15 05/12/15 $34,415,000 Texas Public Finance Authority TX Revenue Refunding Bonds, Series 2015A (Texas Facilities Commission) Negotiated04/15/15 05/19/15 $54,390,000 City of Memphis (TN) TN General Improvement Refunding Bonds, Series 2015BNegotiated04/15/15 05/19/15 $76,820,000 City of Memphis (TN) TN General Improvement Refunding Bonds, Series 2015ANegotiated04/15/15 04/23/15 $10,052,000 City of Beverly (MA) MA General Obligation Bond Anticipation Notes (new money and renewal) Competitive04/15/15 04/23/15 $10,248,000 City of Beverly (MA) MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive04/16/15 04/01/15 $334,881 Warren Independent School District TX Refunding Capital Appreciation Bonds, Series 2015Negotiated04/16/15 04/01/15 $7,935,000 Warren Independent School District TX Refunding Bonds, Series 2015Negotiated04/16/15 04/29/15 $4,195,000 Town of Killingly CT General Obligation Refunding Bonds, Issue of 2015Negotiated04/16/15 04/29/15 $2,000,000 Town of Killingly CT General Obligation Bond Anticipation NotesNegotiated04/16/15 04/30/15 $3,090,000 Town of Sterling (MA) MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive04/16/15 05/07/15 $7,215,000 Town of Belmont MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive04/16/15 05/07/15 $26,400,000 Town of Belmont MA General Obligation Taxable Bond Anticipation Notes (new money) Competitive04/21/15 04/15/15 $22,880,000 City of Burleson TX General Obligation Refunding and Improvement Bonds, Series 2015 Negotiated04/21/15 04/15/15 $11,420,000 City of Burleson TX Combination Tax and Revenue Certificates of Obligation, Series 2015 Negotiated04/21/15 05/01/15 $42,525,000 City of KyleTX General Obligation and Refunding Bonds, Series 2015Negotiated04/21/15 05/01/15 $2,860,000 Encanto Real Utility District TX Unlimited Tax Bonds, Series 2015Competitive04/21/15 05/15/15 $15,750,000 City of Sugar Land TX Waterworks and Sewer System Revenue and Refunding Bonds, Series 2015 Competitive04/22/15 04/01/15 $25,770,000 Gulf Coast Waste Disposal Authority (TX) TX Bayport Area System Revenue Bonds, Series 2015Negotiated04/22/15 05/13/15 $41,505,000 Downtown Redevelopment Authority (TX) TX Tax Increment Contract Revenue Bonds, Series 2015Negotiated04/22/15 05/14/15 $146,325,000 Rhode Island Health and Educational Building Corporation (RI) RI Providence Public Schools Revenue Bond Financing Program Revenue Refunding Bonds, Series 2015A Negotiated04/22/15 05/15/15 $9,020,000 Mabank Independent School District TX Refunding Bonds, Series 2015Negotiated04/22/15 05/20/15 $6,670,000 Smithville Independent School District TX Refunding Bonds, Series 2015Negotiated04/22/15 04/30/15 $97,000,000 Municipality of Anchorage (AK) AK 2015 General Obligation Tax Anticiption NotesCompetitive04/23/15 04/15/15 $1,772,588 Keller Independent School District TX Refunding Capital Appreciation Bonds, Series 2015ANegotiated04/23/15 04/15/15 $114,805,000 Keller Independent School District TX Refunding Bonds, Series 2015ANegotiated04/23/15 05/15/15 $2,587,167 Lewisville Independent School District TX Refunding Capital Appreciation Bonds, Series 2015Negotiated04/23/15 05/15/15 $61,645,000 Lewisville Independent School District TX Refunding Bonds, Series 2015Negotiated04/23/15 04/15/15 $302,125,000 North Texas Municipal Water District TX Water System Revenue Refunding and Improvement Bonds, Series 2015 Competitive04/23/15 05/01/15 $793,400 City of Gardner (MA) MA General Obligation Bond Anticipation Notes (renewals) Competitive04/24/15 04/15/15 $4,970,000 City of LufkinTX General Obligation Refunding Bonds, Series 2015 (Limited Tax) Negotiated04/27/15 04/15/15 $19,110,000 Sunnyvale Independent School District TX School Building and Refunding Bonds, Series 2015ANegotiated04/27/15 04/15/15 $4,085,000 Sunnyvale Independent School District TX Qualified School Construction Bonds, Series 2015B (Direct Subsidy) Negotiated04/28/15 05/13/15 $116,970,000 New Hampshire Health and Education Facilities Authority (NH) NH Revenue Bonds, Series 2015 (University System of New Hampshire Issue) Negotiated04/28/15 05/15/15 $24,295,000 City of Pflugerville TX Limited Tax and Refunding Bonds, Series 2015Negotiated04/28/15 05/15/15 $25,150,000 City of Pflugerville TX Combination Tax and Limited Revenue Certificates of Obligation, Series 2015 Negotiated04/28/15 05/01/15 $1,295,000 Wall Independent School District TX Unlimited Tax Refunding Bonds, Series 2015Competitive04/28/15 05/15/15 $27,255,000 Humble Independent School District TXUnlimited Tax Refunding Bonds, Series 2015BCompetitive04/28/15 05/15/15 $13,475,000 City of Spring Valley Village TX General Obligation Bonds, Series 2015Competitive04/28/15 05/15/15 $218,385,000 Humble Independent School District TX Unlimited Tax School Building and Refunding Bonds, Series 2015A Competitive04/29/15 06/01/15 $17,475,000 Northwest Harris County Municipal Utility District No. 5 TX Refunding Bonds, Series 2015Negotiated04/29/15 05/18/15 $569,388 Town of Ashburnham MA General Obligation Bond Anticipation NotesCompetitive04/29/15 05/21/15 $24,210,000 New Hampshire Municipal Bond Bank NH 2015 Series B Refunding BondsCompetitive04/30/15 05/19/15 $67,845,000 City of Memphis (TN) TN General Improvement Bonds, Series 2015CCompetitive04/30/15 05/07/15 $8,529,000 Town of Plymouth (MA) MA General Obligation Bond Anticipation Notes (new and renewal) Competitive04/30/15 05/07/15 $43,265,000 Town of Plymouth (MA) MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive04/30/15 05/08/15 $317,600 Town of Wareham MA General Obligation Bond Anticipation Notes (renewal)Competitive05/01/15 05/21/15 $67,595,000 Okaloosa County FL Water and Sewer Revenue Refunding Bonds, Series 2015 Negotiated05/01/15 05/27/15 $149,270,000 Seminole County FL Water and Sewer Revenue Refunding Bonds, Series 2015A Negotiated05/01/15 07/07/15 $32,025,000 Seminole County FL Water and Sewer Revenue Refunding Bonds, Series 2015B Negotiated05/05/15 05/01/15 $128,535 Mesquite Independent School District TX Refunding Premium Capital Appreciation Bonds, Series 2015D Negotiated05/05/15 05/01/15 $1,000,806 Mesquite Independent School District TX Refunding Premium Capital Appreciation Bonds, Series 2015C Negotiated05/05/15 05/01/15 $3,180,329 Mesquite Independent School District TX Refunding Capital Appreciation Bonds, Series 2015CNegotiated05/05/15 05/01/15 $23,315,000 Mesquite Independent School DistrictTX Refunding Bonds, Series 2015CNegotiated05/05/15 05/01/15 $26,940,000 Mesquite Independent School DistrictTX Refunding Bonds, Series 2015DNegotiated05/05/15 06/01/15 $8,705,000 Henderson Independent School DistrictTX Refunding Bonds, Series 2015Negotiated05/05/15 05/01/15 $90,285,000 Clemson University (SC) SC Higher Education Revenue Bonds, Series 2015Competitive05/05/15 05/19/15 $12,000,000 County of Muskegon MI General Obligation Limited Tax Notes, Series 2014Competitive05/05/15 05/01/15 $60,695,000 Clemson University (SC) SC Athletic Facilities Revenue Bonds, Series 2015Competitive05/05/15 05/19/15 $6,125,000 County of Muskegon MI 2015 Capital Improvement Bonds (Limited Tax General Obligation) Competitive05/05/15 05/14/15 $1,675,000 Town of Rowley MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive05/05/15 05/22/15 $827,000 Southeastern Regional Vocational Technical School District MA General Obligation Bond Anticipation Notes (renewal)Competitive05/05/15 05/22/15 $5,975,000 Town of Wakefield MA General Obligation Bond Anticipation Notes (new money and renewal) Competitive20 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience05/05/15 05/28/15 $7,414,000 Town of Walpole MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive05/05/15 05/01/15 $3,295,000 City of Southlake TX Tax And Waterworks and Sewer System (Limited Pledged) Revenue Certificates of Obligation, Series 2015 Competitive05/06/15 05/01/15 $60,515,000 Round Rock Independent School District TX Refunding Bonds, Series 2015Negotiated05/06/15 05/01/15 $51,495,000 North East Independent School District TX Refunding Bonds, Series 2015ANegotiated05/06/15 05/21/15 $9,860,000 City of Woodland Park CO General Fund Bonds, Series 2015Negotiated05/06/15 05/14/15 $3,160,000 Town of Acushnet MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive05/07/15 05/01/15 $18,205,000 Richardson Independent School District TX Refunding Bonds, Series 2015ANegotiated05/07/15 05/01/15 $6,710,000 White Settlement Independent School District TX Refunding Bonds, Series 2015BNegotiated05/07/15 05/01/15 $16,340,000 Richardson Independent School District TX School Building Bonds, Series 2015Negotiated05/07/15 05/01/15 $16,155,000 White Settlement Independent School District TX Refunding Bonds, Series 2015ANegotiated05/07/15 05/01/15 $25,225,000 Richardson Independent School District TX Refunding Bonds, Series 2015BNegotiated05/07/15 05/14/15 $115,000,000 Regents of The University of New Mexico NM Hospital Revenue Bonds, Series 2015 (GNMA Collateralized)Negotiated05/07/15 06/02/15 $24,325,000 City of Sacramento CA Community Facilities District No 97-01 Special Tax Refunding Bonds, Series 2015 (North Natomas Drainage) Negotiated05/07/15 06/04/15 $184,217 White Settlement Independent School District TX Refunding Premium Capital Appreciation Bonds, Series 2015B Negotiated05/07/15 06/04/15 $374,609 White Settlement Independent School District TX Refunding Capital Appreciation Bonds, Series 2015BNegotiated05/07/15 06/01/15 $3,575,000 Fort Bend County Municipal Utility District No. 167 TX Unlimited Tax Bonds, Series 2015Competitive05/07/15 06/01/15 $2,375,000 Travis County Municipal Utility District No. 15 TX Unlimited Tax Bonds, Series 2015Competitive05/07/15 05/20/15 $5,735,000 City of Newport (RI) RI General Obligation Bonds, Series 2015ACompetitive05/08/15 05/18/15 $16,740,000 The Atlanta Development Authority (GA) GA Revenue Bonds (New Downtown Atlanta Stadium Project), Senior Lien Series 2015A-2 Negotiated05/08/15 05/18/15 $40,385,000 The Atlanta Development Authority (GA) GA Revenue Bonds (New Downtown Atlanta Stadium Project), Second Lien Series 2015B Negotiated05/08/15 05/18/15 $167,530,000 The Atlanta Development Authority (GA) GA Revenue Bonds (New Downtown Atlanta Stadium Project), Senior Lien Series 2015A-1 Negotiated05/08/15 06/30/15 $93,365,000 Alaska Housing Finance Corporation AKState Capital Project Bonds II, 2015 Series BNegotiated05/11/15 05/01/15 $7,780,000 City of Corsicana TX General Obligation Refunding and Improvement Bonds, Series 2015 Competitive05/11/15 06/01/15 $3,945,000 Harris County Municipal Utility District No. 61 TX Unlimited Tax Bonds, Series 2015Competitive05/12/15 04/15/15 $4,095,000 City of Jacksboro TX General Obligation Refunding Bonds, Series 2015Negotiated05/12/15 05/19/15 $10,000,000 Town of Enfield (CT) CT General Obligation Bond Anticipation NotesNegotiated05/12/15 06/01/15 $2,350,000 Montgomery County Municipal Utility District No. 98 TX Refunding Bonds, Series 2015Negotiated05/12/15 05/21/15 $741,000 Town of Hamilton MA General Obligation Grant Aid Anticipation Notes (new money) Competitive05/12/15 05/21/15 $7,142,000 Town of Hamilton MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive05/12/15 05/29/15 $426,800 Town of Cohasset MA General Obligation Bond Anticipation Notes (renewal)Competitive05/12/15 06/02/15 $8,080,000 Beaufort County (SC) SC Limited General Obligation Bonds, Series 2015A (Bluffton Township Fire District) Competitive05/12/15 05/28/15 $16,985,000 Town of Medfield MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive05/13/15 05/01/15 $307,290,000 San Antonio Independent School District TX School Building and Refunding Bonds, Series 2015Negotiated05/13/15 05/15/15 $31,255,000 Crowley Independent School District TX Refunding Bonds, Series 2015ANegotiated05/13/15 05/15/15 $104,999 Socorro Independent School District TX Refunding Capital Appreciation Bonds, Series 2015ANegotiated05/13/15 05/15/15 $11,200,000 Socorro Independent School District TX Refunding Bonds, Series 2015ANegotiated05/13/15 05/15/15 $17,525,000 Socorro Independent School District TX Refunding Bonds, Series 2015BNegotiated05/13/15 06/01/15 $6,765,000 Harris-Fort Bend Counties Municipal Utility District No. 3 TX Refunding Bonds, Series 2015Negotiated05/13/15 06/10/15 $10,000,000 Higher Education Student Assistance Authority NJ Subordinate Student Loan Revenue Bonds, Series 20151-B Negotiated05/13/15 06/10/15 $170,000,000 Higher Education Student Assistance Authority NJ Senior Student Loan Revenue Bonds, Series 20151-ANegotiated05/13/15 05/21/15 $400,000 Town of Concord (MA) MA General Obligation Bond Anticipation Notes (New Money) Competitive05/13/15 05/21/15 $8,185,000 Town of Concord (MA) MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive05/13/15 05/22/15 $3,600,000 Town of Southborough MA General Obligation BondsCompetitive05/13/15 05/22/15 $3,250,000 Town of Franklin (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive05/13/15 06/01/15 $4,690,000 Harris County Water Control & Improvement District No. 50 (TX) TX Unlimited Tax Bonds, Series 2015Competitive05/14/15 05/01/15 $7,105,000 City of Plano (TX) TX Municipal Drainage Utility System Revenue Refunding Bonds, Series 2015 Negotiated05/14/15 05/01/15 $75,685,000 City of Plano (TX) TX General Obligation Refunding and Improvement Bonds, Series 2015 (Limited Tax) Negotiated05/14/15 05/01/15 $5,745,000 City of Plano (TX) TX Tax Notes, Series 2015Negotiated05/14/15 06/01/15 $37,640,000 City of Denton (TX) TX General Obligation Refunding and Improvement Bonds, Series 2015 Competitive05/14/15 05/01/15 $3,500,000 Willow Creek Farms Municipal Utility District TX Unlimited Tax Bonds, Series 2015Competitive05/14/15 06/01/15 $93,015,000 City of Denton (TX) TX Certificates of Obligation, Series 2015Competitive05/15/15 05/15/15 $919,352 Cedar Hill Independent School District TX Refunding Premium Capital Appreciation Bonds, Series 2015 Negotiated05/15/15 05/15/15 $10,900,000 Cedar Hill Independent School District TX Refunding Bonds, Series 2015Negotiated05/18/15 05/15/15 $14,835,000 City of Mesquite (TX) TX Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2015 Negotiated05/18/15 05/15/15 $2,935,000 City of Mesquite (TX) TX General Obligation Refunding Bonds, Series 2015 (Limited Tax) Negotiated05/18/15 05/15/15 $10,325,000 City of Mesquite (TX) TX Waterworks and Sewer System Revenue Refunding and Improvemement Bonds, Series 2015 Negotiated05/18/15 06/01/15 $21,760,000 Fort Bend County Municipal Utility District No. 128 TX Unlimited Tax Bonds, Series 2015Competitive05/19/15 05/15/15 $185,740,000 Garland Independent School DistrictTX School Building and Refunding Bonds, Series 2015ANegotiated05/19/15 05/15/15 $7,580,000 Garland Independent School District TXSchool Building Bonds, Series 2015BNegotiated05/19/15 06/01/15 $17,605,000 City of League City (TX) TX General Obligation Refunding Bonds, Series 2015 (Limited Tax) Negotiated05/19/15 06/25/15 $66,555,000 Town of Mooresville NC Refunding Limited Obligation Bonds, Series 2015Negotiated05/19/15 06/04/15 $5,895,000 City of Greeley (CO) CO First-Lien Sewer Improvement Sewer Bonds Series 2015 Competitive05/19/15 05/28/15 $17,985,000 Ohio Department of Administrative Services (OH) OH Certificates of Participation, Series 2015 (State Taxation Accounting and Revenue System Project) Competitive05/19/15 06/01/15 $127,000 Athol-Royalston Regional School District MA State Qualified General Obligation Bond Anticipation Notes Competitive05/19/15 06/01/15 $4,822,450 City of Lawrence (MA) MA State Qualified General Obligation Deficit Financing Bond Anticipation Notes Competitive05/19/15 06/01/15 $5,600,000 Town of Canton (CT) CT General Obligation Bonds, Issue of 2015Competitive05/19/15 06/05/15 $7,217,912 Town of Nantucket MA General Obligation Bond Anticipation Notes (new and renewal) Competitive05/20/15 05/15/15 $4,100,000 Godley Independent School District TX Refunding Bonds, Series 2015ANegotiated05/20/15 06/15/15 $7,965,000 Pine Tree Independent School DistrictTX Refunding Bonds, Series 2015Negotiated05/20/15 06/02/15 $22,470,000 City and County of Denver CO Certificates of Participation, Series 2015A (Fire Station and Library Facilities) Competitive05/20/15 06/01/15 $7,855,000 Town of Ledyard CT General Obligation Bond Anticipation NotesCompetitive05/20/15 06/01/15 $3,375,000 Harris County Municipal Utility District No. 264 TX Unlimited Tax Bonds, Series 2015Competitive05/21/15 05/28/15 $264,930,000 State of North Carolina (NC) NC Grant Anticipation Revenue Vehicle Bonds, Series 2015 Negotiated05/21/15 06/04/15 $42,195,000 City of Kansas City (MO) MO General Obligation Refunding Bonds, Series 2015ANegotiated05/21/15 06/05/15 $7,602,000 Town of Tyngsborough MA General Obligation Bond Anticipation NotesCompetitive21 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience05/21/15 06/12/15 $2,000,000 Upper Blackstone Water Pollution Abatement District MA General Obligation Bond Anticipation Notes (renewal)Competitive05/27/15 05/01/15 $7,800,000 Hurst-Euless-Bedford Independent School District TX Refunding Bonds, Series 2015ANegotiated05/27/15 05/01/15 $4,722,681 Hurst-Euless-Bedford Independent School District TX Refunding Capital Appreciation Bonds, Series 2015BNegotiated05/27/15 05/01/15 $25,745,000 Hurst-Euless-Bedford Independent School District TX Refunding Bonds, Series 2015BNegotiated05/27/15 05/15/15 $38,260,000 Harlingen Consolidated Independent School District TX Refunding Bonds, Series 2015Negotiated05/27/15 06/03/15 $54,735,000 Town of Wellesley MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive05/27/15 06/03/15 $14,105,000 Town of Wellesley MA General Obligation Land Acquisition Bonds (Taxable)Competitive05/27/15 06/18/15 $1,850,000 Town of Westwood MA General Obligation Bond Anticipation NotesCompetitive05/27/15 06/05/15 $3,200,000 City of Methuen MA General Obligation Taxable Bond Anticipation NotesCompetitive05/27/15 06/08/15 $2,335,719 Town of Ipswich MA General Obligation Bond Anticipation Notes (new and renewal) Competitive05/27/15 06/04/15 $2,975,000 City of Northampton MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive05/27/15 06/01/15 $3,050,000 Harris County Municipal Utility District No. 11 TX Waterworks and Sewer System Combination Unlimited Tax and Revenue Bonds Series 2015 Competitive05/28/15 05/15/15 $55,565,000 City of Odessa (TX) TX General Obligation Refunding Bonds, Series 2015 (Limited Tax) Negotiated05/28/15 06/01/15 $5,180,000 Fort Bend County Municipal Utility District No. 144 TX Refunding Bonds, Series 2015ANegotiated05/28/15 06/18/15 $11,415,000 State of Texas (TX) TX General Obligation Water Financial Assistance Bonds, Series 2015G Negotiated05/28/15 06/18/15 $37,790,000 State of Texas (TX) TX General Obligation Water Financial Assistance Bonds, Series 2015F Negotiated05/28/15 06/18/15 $43,715,000 State of Texas (TX) TX General Obligation Water Financial Assistance Bonds, Series 2015E Negotiated05/28/15 06/01/15 $2,790,000 Harris County Municipal Utility District No. 290 TX Unlimited Tax Bonds, Series 2015Competitive05/28/15 06/04/15 $3,175,000 Town of Lancaster (MA) MA General Obligation BondsCompetitive05/28/15 06/04/15 $5,769,435 City of Newburyport MA General Obligation Bond Anticipation NotesCompetitive05/28/15 06/11/15 $5,450,000 Town of Weymouth MA General Obligation Bond Anticipation NotesCompetitive05/28/15 06/15/15 $1,469,000 Town of Wellesley MA General Obligation Bond Anticipation NotesCompetitive06/02/15 05/15/15 $8,665,000 Amarillo Junior College District TX Limited Tax Refunding Bonds, Series 2015Negotiated06/02/15 06/01/15 $8,585,000 City of ForneyTX General Obligation Refunding Bonds, Series 2015 (Limited Tax) Negotiated06/02/15 06/30/15 $3,755,000 Texas Public Finance Authority TX Revenue Financing System Revenue Refunding Bonds, Series 2015B (Midwestern State University) Negotiated06/02/15 06/30/15 $53,335,000 Texas Public Finance Authority TX Revenue Financing System Revenue and Refunding Bonds, Series 2015A (Midwestern State University) Negotiated06/02/15 06/01/15 $18,205,000 City of Garland TX Combination Tax and Revenue Certificates of Obligation, Series 2015 Competitive06/02/15 06/15/15 $3,775,000 City of DeSoto (TX) TX General Obligation Bonds, Series 2015Competitive06/02/15 07/01/15 $4,075,000 Weston Municipal Utility District TX Unlimited Tax Bonds, Series 2015ACompetitive06/02/15 06/15/15 $2,425,000 City of DeSoto (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2015 Competitive06/02/15 06/12/15 $313,093 Town of Bolton (MA) MA General Obligation Bond Anticipation Notes (new and renewal) Competitive06/02/15 06/17/15 $7,390,000 Town of Northborough MA General Obligation School BondsCompetitive06/02/15 06/17/15 $1,650,000 Town of Northborough MA General Obligation Bond Anticipation Notes (new money) Competitive06/02/15 06/12/15 $630,000 Town of Townsend (MA) MA General Obligation Bond Anticipation Notes (renewal)Competitive06/02/15 06/19/15 $400,000 City of Amesbury (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive06/03/15 06/16/15 $3,455,000 City of Woodland Park CO Refunding and Improvement Certificates of Participation, Series 2015 Negotiated06/03/15 06/25/15 $22,055,000 Town of Lincoln (RI) RI General Obligation Refunding Bonds, Series 2015ANegotiated06/03/15 06/12/15 $4,351,905 Town of Lexington (MA) MA Series A General Obligation Bond Anticipation Notes (new money) Competitive06/03/15 06/12/15 $1,366,000 Town of Lexington (MA) MA Series B General Obligation Bond Anticipation Notes (new money) Competitive06/03/15 06/19/15 $39,005,229 City of Marlborough MA General Obligation Bond Anticipation Notes (new money and renewals) Competitive06/03/15 07/01/15 $8,175,000 Harris County Municipal Utility District No. 282 TX Unlimited Tax Bonds, Series 2015Competitive06/03/15 06/12/15 $1,442,619 Town of Barnstable MA General Obligation Bond Anticipation Notes (new money) Competitive06/03/15 06/11/15 $8,906,449 City of Somerville MA General Obligation Bond Anticipation Notes Series A (renewal) Competitive06/03/15 06/11/15 $32,000,000 City of Somerville MA General Obligation Bond Anticipation Notes Series B (new money and renewal) Competitive06/03/15 06/17/15 $11,220,000 City of New Bedford MA General Obligation Bond Anticipation Notes (new money) Competitive06/04/15 06/24/15 $34,190,000 District of Columbia (DC) DC General Ogligation Refunding Bonds, Series 2015BNegotiated06/04/15 06/24/15 $500,000,000 District of Columbia (DC) DC General Obligation Bonds, Series 2015ANegotiated06/04/15 06/30/15 $22,770,000 City of IrvingTX General Obligation Refunding and Improvement Bonds, Series 2015 Competitive06/04/15 06/30/15 $1,181,082 Town of East Longmeadow MA General Obligation Bond Anticipation Notes (renewal)Competitive06/04/15 06/30/15 $17,095,000 City of IrvingTX Waterworks and Sewer System New Lien Revenue Refunding and Improvement Bonds, Series 2015 Competitive06/04/15 07/01/15 $2,800,000 Montgomery County Municipal Utility District No. 98 TX Unlimited Tax Bonds, Series 2015ACompetitive06/04/15 06/12/15 $880,912 City of Springfield (MA) MA Series B General Obligation State Aid Anticipation Notes Competitive06/04/15 06/12/15 $808,850 City of Springfield (MA) MA Series A General Obligation State Aid Anticipation Notes (new money) Competitive06/04/15 06/12/15 $11,643,498 City of Springfield (MA) MA General Obligation Bond Anticipation Notes (renewal and new money) Competitive06/05/15 06/12/15 $10,850,000 State Board of Regents of the State of Utah UT Student Loan Backed Notes, Subordinate Series B 2015-1 (LIBOR-Indexed Notes) Negotiated06/05/15 06/12/15 $404,650,000 State Board of Regents of the State of Utah UT Student Loan Backed Notes, Senior Series A 2015-1 (LIBOR-Indexed Notes) Negotiated06/08/15 06/19/15 $2,220,163 Town of Saugus MA General Obligation Bond Anticipation Notes (new and renewal) Competitive06/08/15 06/19/15 $485,000 Town of Plainville (MA) MA General Obligation Bond Anticipation Notes (new and renewal) Competitive06/08/15 06/25/15 $75,000 Town of Rowley MA General Obligation Bond Anticipation Notes (new money) Competitive06/08/15 06/25/15 $826,757 Town of Hanover (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive06/09/15 05/15/15 $9,000,000 Dawson County Hospital District TX Limited Tax General Obligation Refunding Bonds, Series 2015 Negotiated06/09/15 06/01/15 $9,540,000 City of White Settlement TX Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2015 Negotiated06/09/15 06/01/15 $2,980,000 City of White Settlement TX General Obligation Refunding Bonds, Series 2015Negotiated06/09/15 07/01/15 $6,600,000 City of Baytown TX Combination Tax and Revenue Certificates of Obligation, Series 2015 (Limited Tax) Negotiated06/09/15 07/01/15 $25,310,000 City of Baytown TX General Obligation and Refunding Bonds, Series 2015 (Limited Tax) Negotiated06/09/15 07/01/15 $17,445,000 City of League City (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2015 Competitive06/09/15 06/25/15 $14,200,000 State of Maine (ME) ME General Obligation Bonds, 2015 Series A (Federally Taxable) Competitive06/09/15 06/25/15 $88,355,000 State of Maine (ME) ME General Obligation Bonds, 2015 Series BCompetitive06/09/15 06/01/15 $8,910,000 City of Kerrville TX Combination Tax and Revenue Certificates of Obligation, Series 2015 Competitive06/09/15 06/18/15 $3,815,000 Town of Groveland (MA) MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive06/09/15 06/18/15 $15,355,000 Essex North Shore Agricultural and Technical School District MA General Obligation State Qualified School BondsCompetitive06/09/15 06/19/15 $6,700,000 Merrimack Valley Regional Transit Authority MA General Obligation Revenue Anticipation NotesCompetitive06/09/15 06/25/15 $439,466 Town of Bedford (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive06/09/15 06/18/15 $10,630,000 Town of Ellington (CT) CT General Obligation Bonds, Issue of 2015Competitive06/09/15 06/26/15 $2,289,000 Hamilton-Wenham Regional School District MA General Obligation Bond Anticipation Notes (new money and renewal) Competitive22 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience06/09/15 06/23/15 $426,000 City of Fall River MA General Obligation State Aid Anticipation NotesCompetitive06/09/15 06/23/15 $8,050,000 City of Lawrence (MA) MA General Obligation State Qualified Municipal Purpose Loan of 2015 Bonds Competitive06/09/15 06/23/15 $5,601,148 City of Fall River MA General Obligation Bond Anticipation Notes (new money) Competitive06/09/15 06/19/15 $5,252,694 Essex North Shore Agricultural and Technical School District MA General Obligation Bond Anticipation Notes (renewal)Competitive06/10/15 07/02/15 $21,465,000 Connecticut Higher Education Supplemental Loan Authority CT State Supported Revenue and Revenue Refunding Bonds (CHESLA Loan Program), 2015 Series A Negotiated06/10/15 07/08/15 $38,500,000 Miami-Dade County (FL) FL Aviation Revenue Refunding Bonds, Series 2015BNegotiated06/10/15 07/08/15 $498,340,000 Miami-Dade County (FL) FL Aviation Revenue and Revenue Refunding Bonds, Series 2015A Negotiated06/10/15 06/25/15 $252,000,000 City of Atlanta (GA) GA General Obligation Public Improvement Bonds, Series 2015 Competitive06/10/15 06/19/15 $2,377,971 Town of Lynnfield MA General Obligation Bond Anticipation Notes (new money and renewals) Competitive06/10/15 06/19/15 $22,000,000 Town of Holden MA General Obligation Bond Anticipation Notes (new and renewal) Competitive06/10/15 06/26/15 $3,244,149 Town of AyerMA General Obligation Bond Anticipation Notes (new and renewal) Competitive06/10/15 07/16/15 $6,245,000 New Hampshire Municipal Bond Bank NH 2015 Series C BondsCompetitive06/10/15 06/19/15 $10,200,000 Worcester Regional Transit AuthorityMA Revenue Anticipation NotesCompetitive06/10/15 06/25/15 $4,980,000 Town of Harvard MA General Obligation Bond Anticipation Notes (new money and renewal) Competitive06/10/15 06/26/15 $3,400,000 Town of Danvers MA General Obligation Bond Anticipation Notes (renewal)Competitive06/10/15 06/23/15 $3,335,000 City of Portsmouth (NH) NH General Obligation Refunding Bonds, Series BCompetitive06/10/15 06/23/15 $10,025,000 City of Portsmouth (NH) NH General Obligation Capital Improvement Loan of 2015, Series A Competitive06/10/15 06/29/15 $86,863,000 Town of Scituate (MA) MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive06/11/15 06/15/15 $3,765,000 Hamlin Independent School District TX Refunding Bonds, Series 2015Negotiated06/11/15 06/25/15 $2,000,000 Town of Carver MA General Obligation Bond Anticipation Notes (new money) Competitive06/11/15 06/19/15 $1,000,000 Town of Andover (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive06/11/15 06/19/15 $7,155,000 Town of Andover (MA) MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive06/11/15 06/23/15 $12,374,364 City of Lowell (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive06/11/15 06/19/15 $31,400,413 City of Quincy (MA) MA General Obligation Bond Anticipation Notes (new and renewal) Competitive06/11/15 06/24/15 $5,950,000 City of Waltham (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive06/11/15 06/24/15 $3,500,000 City of Waltham (MA) MA General Obligation Bond Anticipation Notes (Taxable) (renewal) Competitive06/11/15 06/26/15 $3,800,000 City of Fitchburg (MA) MA General Obligation Bond Anticipation Notes (renewals) Competitive06/11/15 07/01/15 $2,590,000 Northwest Harris County Municipal Utility District No. 23 (TX) TX Waterworks and Sewer System Combination Unlimited Tax and Revenue Bonds, Series 2015 Competitive06/15/15 06/26/15 $5,369,000 City of Taunton MA General Obligation Bond Anticipation Notes (new and renewal) Competitive06/15/15 08/01/15 $17,900,000 Independent School District No. 1 of Tulsa County (Tulsa) OK Combined Purpose Bonds, Series 2015CCompetitive06/15/15 08/01/15 $10,000,000 Independent School District No. 1 of Tulsa County (Tulsa) OK Building Bonds, Series 2015DCompetitive06/15/15 06/26/15 $837,075 Town of Webster (MA) MA General Obligation Bond Anticipation Notes (renewals) Competitive06/16/15 07/09/15 $21,110,000 North Natomas Community Facilities District No. 4 CA Special Tax Refunding Bonds, Series F (2015)Negotiated06/16/15 06/25/15 $2,685,000 Town of Natick MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive06/16/15 06/25/15 $1,250,000 City of Newton (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive06/16/15 06/26/15 $2,262,500 Town of Natick MA General Obligation Bond Anticipation Notes (new money) Competitive06/16/15 06/25/15 $5,343,000 Town of Braintree MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive06/16/15 06/29/15 $14,500,000 Town of Rocky Hill CT General Obligation Bond Anticipation NotesCompetitive06/16/15 06/29/15 $2,200,000 Town of West Springfield MA General Obligation Bond Anticipation Notes (new money) Competitive06/17/15 07/01/15 $213,170,000 Lamar Consolidated Independent School District TX Schoolhouse and Refunding Bonds, Series 2015Negotiated06/17/15 07/02/15 $210,000,000 City of Houston (TX) TX Tax and Revenue Anticipation Notes, Series 2015Competitive06/17/15 07/01/15 $4,280,000 NorthPointe Water Control and Improvement District TX Unlimited Tax Bonds, Series 2015ACompetitive06/17/15 06/26/15 $18,345,415 City of Pittsfield MA General Obligation Bond Anticipation Notes (renewal and new money) Competitive06/17/15 06/26/15 $17,281,057 Town of Framingham MA General Obligation Bond Anticipation Notes (new money) Competitive06/17/15 06/29/15 $2,365,000 Town of Reading MA General Obligation Bond Anticipation Notes (new money) Competitive06/17/15 06/26/15 $1,050,000 Town of Salisbury (MA) MA Taxable Series A-General Obligation Bond Anticipation Notes (new money) Competitive06/17/15 06/26/15 $463,000 Town of Salisbury (MA) MA Series B-General Obligation Bond Anticipation Notes (new money) Competitive06/18/15 06/30/15 $8,550,000 Town of Mooresville NC Special Assessment Revenue Bonds, Series 2015Negotiated06/18/15 07/15/15 $1,325,000 Jefferson County Water Control and Improvement District No. 10 (TX) TX Unlimited Tax Bonds, Series 2015Competitive06/18/15 06/25/15 $1,405,299 City of Salem (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive06/18/15 06/25/15 $11,197,000 City of Haverhill MA General Obligation State Qualified Municipal Purpose Loan of 2015 Bonds Competitive06/18/15 06/26/15 $650,000 Town of Bellingham MA General Obligation Bond Anticipation Notes (new money) Competitive06/18/15 06/29/15 $3,296,000 Town of Stoughton MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive06/18/15 06/30/15 $4,320,000 Town of Stoughton MA General Obligation Bond Anticipation Notes (new money) Competitive06/18/15 07/02/15 $2,500,000 Cape Ann Transportation Authority MA General Obligation Revenue Anticipation NotesCompetitive06/18/15 07/02/15 $16,500,000 Wachusett Regional School District MA General Obligation Revenue Anticipation Notes (new money) Competitive06/19/15 07/01/15 $62,650,000 City of Houston (TX) TX Combined Utility System First Lien Revenue Refunding Bonds, Series 2015D Negotiated06/19/15 06/30/15 $225,000 Town of Wareham MA General Obligation Bond Anticipation Notes (new money) Competitive06/22/15 06/15/15 $89,999 Paint Rock Independent School District TXRefunding Capital Appreciation Bonds, Series 2015Negotiated06/22/15 06/15/15 $2,070,000 Paint Rock Independent School District TX Refunding Bonds, Series 2015Negotiated06/22/15 06/30/15 $839,645 Town of Clinton (MA) MA General Obligation Bond Anticipation Notes (new)Competitive06/22/15 07/01/15 $3,975,000 Fort Bend County Levee Improvement District No. 15 TX Unlimited Tax Road Improvement Bonds, Series 2015Competitive06/23/15 06/01/15 $70,315,000 Northside Independent School District TX School Building Bonds, Series 2015Negotiated06/23/15 07/01/15 $22,770,000 Brazosport Water Authority TX Water Supply System Regional Revenue Bonds, Series 2015A Negotiated06/23/15 07/07/15 $25,930,000 Arapahoe County Water and Wastewater Public Improvement District CO General Obligation Refunding Bonds, Series 2015Competitive06/23/15 06/30/15 $324,000 City of Springfield (MA) MA General Obligation Federal Aid Anticipation Notes (new money) Competitive06/23/15 07/15/15 $190,000 Town of Rowley MA State House Serial Loan Notes (new money)Competitive06/23/15 07/01/15 $1,200,000 County of Norfolk MA Revenue Anticipation Notes (new money)Competitive06/23/15 06/30/15 $1,483,000 City of Holyoke MA General Obligation Bond Anticipation Notes (new money) Competitive06/23/15 06/30/15 $2,400,000 City of Woburn MA General Obligation Bond Anticipation Notes (new money) Competitive06/24/15 06/01/15 $50,000,000 Northside Independent School District TX Variable Rate School Building Bonds, Series 2015 (Mandatory Tender Date: 08/01/2018) Negotiated06/24/15 06/15/15 $90,220,000 South Texas College District (TX) TX Limited Tax Bonds, Series 2015Negotiated06/24/15 07/16/15 $46,910,000 Rhode Island Health and Educational Building Corporation (RI) RI Higher Education Facility Revenue Bonds, Series 2015 (Providence College Issue) Negotiated06/24/15 06/30/15 $2,600,000 City of Gloucester MA Series A General Obligation Bond Anticipation Notes (new money) Competitive06/24/15 06/30/15 $2,600,000 City of Gloucester MA Series B General Obligation Bond Anticipation Notes (new money) Competitive23 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience06/24/15 07/01/15 $3,100,000 Harris County Municipal Utility District No. 434 (TX) TX Unlimited Tax Bonds, Series 2015Competitive06/24/15 07/01/15 $61,840,000 Town of Winchester (MA) MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive06/24/15 07/02/15 $12,020,000 Town of Winchester (MA) MA General Obligation Taxable Bond Anticipation Notes (renewal) Competitive06/24/15 07/15/15 $19,425,000 Hamshire-Fannett Independent School District (TX) TX Unlimited Tax School Building Bonds, Series 2015Competitive06/24/15 07/17/15 $2,923,334 Town of Nahant MA General Obligation Bond Anticipation Notes (new money and renewal) Competitive06/24/15 07/17/15 $1,300,000 Town of Nahant MA Revenue Anticipation Notes (new money)Competitive06/25/15 06/01/15 $220,300,000 Arlington Independent School District TX School Building Bonds, Series 2015Negotiated06/25/15 06/15/15 $49,420,000 Fort Bend Independent School District TX Variable Rate School Building Bonds, Series 2015B (Mandatory Put Date: 08/01/2017) Negotiated06/25/15 06/15/15 $50,000,000 Fort Bend Independent School District TX Variable Rate School Building Bonds, Series 2015A (Mandatory Put Date: 08/01/2016) Negotiated06/25/15 07/01/15 $67,175,000 Weatherford Independent School District TX School Building Bonds, Series 2015Negotiated06/25/15 07/01/15 $2,260,000 Fort Bend County Municipal Utility District No. 145 TX Unlimited Tax Bonds, Series 2015Competitive06/26/15 07/14/15 $14,425,000 City of Roseville (CA) CA Certificates of Participation, Series 2015 (316 Vernon Street Project) Negotiated06/29/15 07/01/15 $2,000,000 Fort Bend County Municipal Utility District No. 162 TX Unlimited Tax Bonds, Series 2015Competitive06/30/15 07/01/15 $18,600,000 City of El Paso (TX) TX Water and Sewer Revenue Bonds, Series 2015ANegotiated06/30/15 07/01/15 $16,500,000 Decatur Independent School District TX School Building and Refunding Bonds, Series 2015Negotiated06/30/15 07/15/15 $65,350,000 University of Alaska AK General Revenue Bonds, 2015 Series TNegotiated06/30/15 07/15/15 $66,815,000 Virginia College Building Authority (VA) VA Educational Facilities Revenue Bonds, Series 2015B (Marymount University Project) (Green Bonds) Negotiated06/30/15 07/15/15 $3,720,000 Town of Hickory Creek TX General Obligation Refunding Bonds, Series 2015Negotiated06/30/15 07/15/15 $3,795,000 Town of Hickory Creek TX Combination Tax and Revenue Certificates of Obligation, Series 2015 Negotiated06/30/15 07/16/15 $7,680,000 City of Greeley (CO) CO First-Lien Stormwater System Improvement Revenue Bonds, Series 2015 Competitive06/30/15 07/23/15 $67,250,000 Board of Regents of the Texas A & M University System (TX) TX Revenue Financing System Bonds, Taxable Series 2015D Competitive06/30/15 07/10/15 $1,418,000 Town of Ashburnham MA General Obligation Bond Anticipation NotesCompetitive06/30/15 07/01/15 $3,700,000 Pecan Grove Municipal Utility District TX Unlimited Tax Bonds, Series 2015Competitive07/01/15 08/06/15 $34,775,000 UCF Convocation Corporation FL Refunding Revenue Bonds, Series 2015BNegotiated07/01/15 08/06/15 $48,385,000 UCF Convocation Corporation FL Refunding Revenue Bonds, Series 2015ANegotiated07/07/15 08/01/15 $2,800,000 Harris County Municipal Utility District No. 481 (TX) TX Unlimited Tax Road Bonds Series 2015Competitive07/07/15 07/17/15 $5,160,000 Town of Boylston MA General Obligation Municipal Purpose Loan of 2015 Bonds (Unlimited Tax) Competitive07/07/15 07/23/15 $11,270,000 Town of Burlington (MA) MA General Obligaton Municipal Purpose Loan of 2015 Bonds Competitive07/07/15 07/24/15 $750,000 Town of Burlington (MA) MA General Obligation Bond Anticipation Notes (Renewal)Competitive07/08/15 07/01/15 $8,635,000 Roosevelt Independent School District TX Refunding Bonds, Series 2015Negotiated07/08/15 07/01/15 $67,075,000 Collin CountyTX Road and Refunding Bonds, Series 2015Negotiated07/08/15 07/01/15 $3,675,000 Collin CountyTX Limited Tax Refunding and Improvment Bonds, Series 2015 Negotiated07/08/15 07/22/15 $112,100,000 City and County of San Francisco (CA) CA Certificates of Participation, Series 2015ACompetitive07/08/15 08/01/15 $15,000,000 Fort Bend County Municipal Utility District No. 169 TX Contract Revenue Bonds (Water Sewer, Drainage Facilities Series 2015) Competitive07/08/15 07/16/15 $3,200,000 City of Holyoke MA General Obligation Bond Anticipation Notes (new money) Competitive07/08/15 07/22/15 $5,945,000 City of Chicopee MA General Obligation Refunding BondsCompetitive07/08/15 08/01/15 $10,990,000 Fort Bend County Municipal Utility District No. 134C TX Unlimited Tax Bonds, Series 2015Competitive07/08/15 07/22/15 $22,225,000 City and County of San Francisco (CA) CA Certificates of Participation, Series 2015B (Federally Taxable) Competitive07/09/15 07/01/15 $98,653 Gorman Independent School District TX Refunding Premium Capital Appreciation Bonds, Series 2015 Negotiated07/09/15 07/01/15 $3,760,000 Gorman Independent School District TX Refunding Bonds, Series 2015Negotiated07/09/15 07/30/15 $56,275,000 Rhode Island Clean Water Finance Agency RI Water Pollution Control Revolving Fund Revenue Bonds, Series 2015A (Green Bonds) (Pooled Loan Issue) Negotiated07/09/15 08/01/15 $12,525,000 City of Pasadena (TX) TX General Obligation Refunding Bonds, Series 2015Negotiated07/09/15 08/01/15 $2,125,000 Paseo Del Este Municipal Utility District No. 11 of El Paso County (TX) TX Unlimited Tax Bonds, Series 2015Competitive07/13/15 07/15/15 $2,850,000 Lefors Independent School District TX School Building Bonds, Series 2015Negotiated07/13/15 07/15/15 $7,000,000 Miles Independent School District TX Unlimited Tax School Building Bonds, Series 2015Competitive07/13/15 07/15/15 $14,105,000 Wylie Independent School District (Taylor County) TX Unlimited Tax School Building Bonds, Series 2015Competitive07/13/15 08/01/15 $11,870,000 City of Mont Belvieu TX Tax and Revenue Certificates of Obligation, Series 2015 Competitive07/13/15 08/01/15 $3,475,000 City of Alvarado TX Combination Tax and Revenue Certificates of Obligation, Series 2015 Competitive07/14/15 07/01/15 $2,855,000 Kress Independent School District (TX) TX School Building Bonds, Series 2015Negotiated07/14/15 07/01/15 $116,415,000 City of El Paso (TX) TX General Obligation Refunding and Improvement Bonds, Series 2015 Negotiated07/14/15 07/01/15 $57,710,000 City of El Paso (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2015 Negotiated07/14/15 07/01/15 $3,750,000 City of HurstTX Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2015 Negotiated07/14/15 07/01/15 $4,915,000 City of HurstTX General Obligation Refunding Bonds, Series 2015 (Limited Tax) Negotiated07/14/15 07/15/15 $41,565,000 City of Weatherford TX Utility System Revenue Refunding and Improvement Bonds, Series 2015 Negotiated07/14/15 07/15/15 $16,135,000 Town of Prosper TX General Obligation Refunding and Improvement Bonds, Series 2015 Negotiated07/14/15 07/15/15 $14,395,000 Slaton Independent School District TXSchool Building Bonds, Series 2015Negotiated07/14/15 07/15/15 $8,135,000 Town of Prosper TX Combination Tax and Surplus Revenue Certificates of Obligation, Series 2015 Negotiated07/14/15 08/01/15 $11,710,000 Gregory-Portland Independent School District TX School Building Bonds, Series 2015Negotiated07/14/15 07/24/15 $4,000,000 City of Quincy (MA) MA General Obligation Bond Anticipation Notes (renewal)Competitive07/14/15 07/24/15 $10,800,000 Pioneer Valley Transit Authority MA Revenue Anticipation NotesCompetitive07/14/15 08/04/15 $5,170,000 Town of Stafford (CT) CT General Obligation Bond Anticipation NotesCompetitive07/15/15 07/15/15 $14,965,000 City of FriscoTX Combination Tax and Surplus Revenue Certificates of Obligation, Series 2015 Negotiated07/15/15 07/15/15 $249,660,000 Montgomery Independent School District TX School Building and Refunding Bonds, Series 2015Negotiated07/15/15 07/15/15 $204,990 Crowley Independent School District TX Refunding Premium Capital Appreciation Bonds, Series 2015B Negotiated07/15/15 07/15/15 $29,525,000 Crowley Independent School District TX Refunding Bonds, Series 2015BNegotiated07/15/15 07/15/15 $107,710,000 City of FriscoTX General Obligation Refunding and Improvement Bonds, Series 2015A (Limited Tax) Negotiated07/15/15 07/15/15 $78,360,000 Clint Independent School District TX School Building Bonds, Series 2015Negotiated07/15/15 07/28/15 $10,770,000 Town of Enfield (CT) CT General Obligation Refunding Bonds, Issue of 2015 Series A Negotiated07/15/15 08/01/15 $320,530,000 City of San Antonio TX Electric and Gas Systems Revenue Refunding Bonds, New Series 2015 Negotiated07/15/15 08/01/15 $1,880,000 Fort Bend County Municipal Utility District No. 123 TX Unlimited Tax Bonds, Series 2015Competitive07/15/15 07/28/15 $25,000,000 The Metropolitan District, Hartford County CT General Obligation Bond Anticipation Notes Series CCompetitive07/16/15 07/01/15 $93,420,000 Northside Independent School District TX School Building and Refunding Bonds, Series 2015Negotiated07/16/15 08/01/15 $9,115,000 Union Grove Independent School District TX School Building Bonds, Series 2015Negotiated07/16/15 07/29/15 $1,500,000 Town of Ashburnham MA General Obligation Revenue Anticipation NotesCompetitive07/16/15 07/30/15 $18,000,000 Town of Shrewsbury MA General Obligation Bond Anticipation Notes (new money and renewals) Competitive24 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience07/16/15 07/27/15 $2,500,000 Town of Burlington (CT) CT General Obligation Bond Anticipation NotesCompetitive07/20/15 07/15/15 $11,750,000 City of Lewisville TX Waterworks and Sewer System Revenue Refunding and Improvement Bonds, Series 2015 Negotiated07/20/15 07/15/15 $21,085,000 City of Lewisville TX General Obligation Refunding Bonds, Series 2015 (Limited Tax) Negotiated07/20/15 08/03/15 $7,200,000 Brooks Development Authority (TX) TX Senior Lien Revenue Bonds, Series 2015 B-1Private Placement07/20/15 08/03/15 $11,600,000 Brooks Development Authority (TX) TX Senior Lien Revenue Bonds, Series 2015 B-2Private Placement07/20/15 08/03/15 $36,100,000 Brooks Development Authority (TX) TX Senior Lien Revenue Bonds, Series 2015 A-1Private Placement07/20/15 07/15/15 $8,455,000 Italy Independent School District TX Unlimited Tax School Building Bonds, Series 2015Competitive07/20/15 08/01/15 $9,375,000 Spring Creek Utility District (TX) TX Unlimited Tax Bonds, Series 2015Competitive07/21/15 07/15/15 $32,240,000 City of Rowlett TX General Obligation Refunding and Improvement Bonds, Series 2015 Negotiated07/21/15 07/15/15 $12,330,000 City of Rowlett TX Waterworks and Sewer System Revenue Refunding Bonds, Series 2015 Negotiated07/21/15 08/15/15 $11,405,000 Town of Flower Mound TX Certificates of Obligation, Series 2015ANegotiated07/21/15 08/19/15 $41,885,000 East Cherry Creek Valley Water and Sanitation District CO Water Revenue Refunding Bonds, Series 2015Negotiated07/21/15 08/26/15 $25,905,000 Port of Houston Authority of Harris County TX Refunding Bonds, Series 2015BNegotiated07/21/15 08/26/15 $27,260,000 Port of Houston Authority of Harris County TX Refunding Bonds, Series 2015CNegotiated07/21/15 08/26/15 $62,805,000 Port of Houston Authority of Harris County TX Refunding Bonds, Series 2015ANegotiated07/21/15 07/30/15 $347,235,000 Metropolitan Government of Nashville and Davidson County (TN) TN General Obligation Improvement Bonds, Series 2015C Competitive07/21/15 07/29/15 $2,500,000 City of Peabody (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive07/21/15 08/01/15 $4,745,000 Harris County Municipal Utility District No. 157 TX Unlimited Tax Bonds, Series 2015Competitive07/21/15 08/06/15 $9,225,000 Town of Marblehead MA General Obligation Municipal Purpose Loan of 2015 Bonds, Unlimited Tax Competitive07/21/15 08/07/15 $18,241,930 Town of Marblehead MA General Obligation Bond Anticipation Notes (new money and renewals) Competitive07/22/15 07/29/15 $175,155,000 State of Rhode Island and Providence Plantations (RI) RI General Obligation Bonds, Consolidated Capital Development Loan of 2015, Refunding Series A Negotiated07/22/15 08/06/15 $16,430,000 Board of Water Works of Pueblo CO Water Revenue Refunding Bonds, Series 2015Negotiated07/22/15 08/11/15 $63,110,000 Austin Independent School District TXRefunding Bonds, Series 2015ANegotiated07/22/15 08/11/15 $87,295,000 Austin Independent School District TXRefunding Bonds, Series 2015BNegotiated07/22/15 08/15/15 $11,020,000 Denton County TX Tax Notes, Series 2015Negotiated07/22/15 08/15/15 $61,815,000 Denton County TX Permanent Improvement and Refunding Bonds, Series 2015 Negotiated07/22/15 08/05/15 $1,000,000 Town of Colrain MA General Obligation State Aid Anticipation NotesCompetitive07/22/15 08/11/15 $15,220,000 City of Fort Lauderdale (FL) FL General Obligation Refunding Bonds, Series 2015Competitive07/23/15 07/15/15 $17,165,000 Vega Independent School District TX School Building Bonds, Series 2015Negotiated07/23/15 07/30/15 $10,000,000 City of Westminster (CO) CO Certificates of Participation Series 2015BNegotiated07/23/15 07/30/15 $30,000,000 City of Westminster (CO) CO Certificates of Participation Series 2015ANegotiated07/23/15 07/30/15 $4,095,000 State of Mississippi MS Lease Revenue Certificates of Participation (Master Lease Program), Series 2015A Negotiated07/23/15 08/18/15 $109,235,000 Love Field Airport Modernization Corporation TX General Airport Revenue Bonds, Series 2015Negotiated07/23/15 08/04/15 $1,725,000 Town of Holliston MA General Obligation Land Acquisition Bonds (Unlimited Tax) Competitive07/23/15 08/05/15 $5,750,000 Brockton Area Transit Authority MA General Obligation Revenue Anticipation NotesCompetitive07/23/15 08/07/15 $905,000 Town of Rockport (MA) MA General Obligation Bond Anticipation Notes (renewal)Competitive07/23/15 08/07/15 $5,415,000 City of Methuen MA General Obligation Bond Anticipation Notes (renewal)Competitive07/23/15 08/01/15 $4,315,000 City of Helotes TX Combination Tax and Limited Pledged Revenue Certificates of Obligation, Series 2015Competitive07/23/15 08/06/15 $15,000,000 City of Methuen MA General Obligation State Qualified School BondsCompetitive07/24/15 08/05/15 $23,285,000 Massachusetts Development Finance Agency (MA) MA Revenue Refunding Bonds (Babson College Issue), Series 2015 A Negotiated07/24/15 07/31/15 $500,000 Town of Wareham MA General Obligation Bond Anticipation Notes (renewal)Competitive07/28/15 07/15/15 $24,055,000 City of Cedar Hill TX General Obligation Refunding and Improvement Bonds, Series 2015 (Limited Tax) Negotiated07/28/15 07/15/15 $1,730,000 City of Cedar Hill TX Combination Tax and Revenue Certificates of Obligation, Series 2015 Negotiated07/28/15 07/01/15 $127,725,000 City of Fort Worth (TX) TX General Purpose Refunding and Improvement Bonds, Series 2015A Competitive07/28/15 07/01/15 $126,615,000 City of Fort Worth (TX) TX Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2015A Competitive07/28/15 08/01/15 $12,135,000 Montgomery County Municipal Utility District No. 112 TX Unlimited Tax Bonds, Series 2015Competitive07/28/15 07/15/15 $4,445,000 City of Angleton TX Combination Tax and Revenue Certificates of Obligation, Series 2015 Competitive07/28/15 08/11/15 $4,155,000 Town of Brooklyn (CT) CT General Obligation Bond Anticipation NotesCompetitive07/29/15 07/15/15 $26,295,000 Rankin Independent School District TXSchool Building Bonds, Series 2015Negotiated07/29/15 08/01/15 $43,290,000 Mansfield Independent School District TX School Building Bonds, Series 2015Negotiated07/29/15 08/01/15 $191,370,000 Harris County (TX) TX Permanent Improvement and Refunding Bonds, Series 2015A (Limited Tax) Negotiated07/29/15 08/12/15 $5,435,000 City of Warwick RI General Obligation Bonds, 2015 Series ANegotiated07/29/15 08/12/15 $23,810,000 City of Warwick RI General Obligation Refunding Bonds, 2015 Series BNegotiated07/29/15 08/18/15 $366,000 Town of Paxton MA State House Serial Loan Notes (new money)Competitive07/29/15 08/01/15 $2,235,000 Harris County Municipal Utility District No. 64 TX Unlimited Tax Bonds, Series 2015ACompetitive07/30/15 08/01/15 $66,355,000 McKinney Independent School DistrictTX School Building and Refunding Bonds, Series 2015ANegotiated07/30/15 08/12/15 $67,860,000 City of Roseville (CA) CA Westpark Community Facilities District No. 1 (Public Facilities) Special Tax Refunding Bonds, Series 2015 Negotiated07/30/15 08/07/15 $19,000,000 Montachusett Regional Transit Authority MA General Obligation Revenue Anticipation NotesCompetitive07/30/15 08/11/15 $20,000,000 Town of Enfield (CT) CT General Obligation Bonds, Issue of 2015, Series BCompetitive07/30/15 08/11/15 $10,000,000 Town of Enfield (CT) CT General Obligation Bond Anticipation Notes Series BCompetitive07/31/15 08/01/15 $3,083,475 Northwest Independent School District TX Refunding Premium Capital Appreciation Bonds, Series 2015A Negotiated07/31/15 08/01/15 $118,740,000 Northwest Independent School District TX Refunding Bonds, Series 2015ANegotiated08/03/15 07/15/15 $22,530,000 City of Lancaster (TX) TX General Obligation Refunding and Improvement Bonds, Series 2015 (Limited Tax) Negotiated08/03/15 07/15/15 $4,080,000 City of Lancaster (TX) TX Tax and Waterworks and Sewer System (Surplus) Revenue Certificates of Obligation, Series 2015 Negotiated08/03/15 08/15/15 $9,705,000 City of Richmond (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2015 Competitive08/04/15 08/01/15 $53,870,000 City of Garland TX Combination Tax and Electric Utility System Surplus Revenue Refunding Bonds, Series 2015 Negotiated08/04/15 08/01/15 $8,925,000 Canyon Independent School District TX Refunding Bonds, Series 2015Negotiated08/04/15 09/01/15 $5,175,000 Harris County Municipal Utility District No. 419 (TX) TX Refunding Bonds, Series 2015Negotiated08/04/15 08/14/15 $19,400,000 City of Gloucester MA General Obligation Bond Anticipation Notes (renewal)Competitive08/05/15 08/20/15 $193,915,000 Regional Transportation District CO Certificates of Participation, Series 2015ANegotiated08/05/15 08/14/15 $1,232,000 City of Lowell (MA) MA Taxable State Aid Anticipation NotesCompetitive08/05/15 08/21/15 $300,000 Town of Wareham MA General Obligation Bond Anticipation Notes (new)Competitive08/06/15 08/01/15 $2,790,000 Llano County Municipal Utility District No. 1 (TX) TX Unlimited Tax Street Repair Bonds, Series 2015Competitive08/07/15 08/01/15 $30,730,000 Crowley Independent School District TX School Building Bonds, Series 2015Negotiated08/10/15 09/01/15 $3,000,000 Plantation Municipal Utility DistrictTX Unlimited Tax Bonds, Series 2015Competitive25 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience08/10/15 09/01/15 $6,080,000 Harris County Municipal Utility District No. 65 TX Unlimited Tax Bonds, Series 2015Competitive08/10/15 09/01/15 $1,405,000 Lakeside Water Control & Improvement District No. 2-B (TX) TX Unlimited Tax Bonds, Series 2015Competitive08/11/15 08/01/15 $4,855,000 City of Farmersville TX General Obligation Refunding and Improvement Bonds, Series 2015 (Limited Tax) Negotiated08/11/15 08/01/15 $67,075,000 Tarrant County TX Limited Tax Refunding and Improvement Bonds, Series 2015 Negotiated08/11/15 08/20/15 $610,100 Nashoba Regional School District MA General Obligation Bond Anticipation Notes (renewals) Competitive08/11/15 08/20/15 $13,805,000 City of Everett (MA) MA General Obligation Refunding BondsCompetitive08/11/15 09/01/15 $10,450,000 Town of Westwood MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive08/11/15 09/02/15 $1,000,000 Town of Westwood MA General Obligation Bond Anticipation Notes (renewal)Competitive08/11/15 09/01/15 $6,065,000 Fort Bend County Municipal Utility District No. 187 (TX) TX Unlimited Tax Bonds, Seriers 2015Competitive08/11/15 09/01/15 $1,815,000 Lakeside Water Control & Improvement District No. 2-C TX Unlimited Tax Bonds, Series 2015Competitive08/12/15 08/01/15 $5,360,000 Clifton Higher Education Finance Corporation TX Education Revenue Bonds, Series 2015B (International Leadership of Texas) Negotiated08/12/15 08/01/15 $105,680,000 Clifton Higher Education Finance Corporation TX Education Revenue Bonds, Series 2015A (International Leadership of Texas) Negotiated08/13/15 08/13/15 $299,995,000 Sacramento Public Financing Authority (CA) CA Index Floating Rate Lease Revenue Bonds, Series 2015 (Golden 1 Center) Negotiated08/13/15 08/15/15 $1,955,000 City of Abilene (TX) TX Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2015A Negotiated08/13/15 08/15/15 $37,240,000 City of Abilene (TX) TX General Obligation Refunding and Improvement Bonds, Series 2015 (Limited Tax) Negotiated08/13/15 08/28/15 $93,790,000 CIVICVentures AK Revenue Refunding Bonds, Series 2015 (Anchorage Convention Center) Negotiated08/13/15 08/20/15 $5,765,000 Town of Easton (MA) MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive08/13/15 08/21/15 $12,500,000 Town of Danvers MA General Obligation Bond Anticipation Notes (new and renewal) Competitive08/13/15 08/21/15 $3,345,000 Town of Easton (MA) MA General Obligation Bond Anticipation Notes (new money and renewals) Competitive08/13/15 08/27/15 $9,195,000 City of Amesbury (MA) MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive08/13/15 08/28/15 $20,240,000 Town of Norwood MA General Obligation Bond Anticipation Notes (new money and renewal) Competitive08/13/15 09/01/15 $4,930,000 Town of Ponder TX Combination Tax and Revenue Certifcates of Obligation, Series 2015 Competitive08/13/15 09/01/15 $39,925,000 City of Lowell (MA) MA General Obligation State Qualified Municipal Purpose Loan of 2015 Bonds Competitive08/17/15 07/15/15 $6,335,000 City of Blue Mound (TX) TX Combination Tax and Surplus Revenue Certificates of Obligation, Series 2015 Negotiated08/17/15 08/15/15 $3,750,000 City of FateTX Combination Tax and Surplus Revenue Certificates of Obligation, Series 2015 Negotiated08/17/15 08/15/15 $3,665,000 City of FateTX General Obligation Refunding Bonds, Series 2015Negotiated08/18/15 08/15/15 $62,785,000 Nueces River Authority TX Water Supply Facilities Revenue Refunding Bonds, Series 2015 (City of Corpus Christi Lake Texana Project) Negotiated08/18/15 08/15/15 $67,435,000 Northwest Independent School District TX School Building Bonds, Series 2015Negotiated08/18/15 08/15/15 $3,315,000 City of Elgin (TX) TX General Obligation Refunding Bonds, Series 2015 (Limited Tax) Negotiated08/18/15 08/15/15 $5,615,000 City of Elgin (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2015 (Limited Tax) Negotiated08/18/15 09/03/15 $145,445,000 District of Columbia (DC) DC Southwest Waterfront Project Revenue Bonds, Series 2015 (The Wharf Project) Negotiated08/18/15 09/01/15 $11,360,000 City of Lawrence (MA) MA General Obligation State Qualified Municipal Purpose Loan of 2015 Bonds Competitive08/18/15 09/01/15 $6,000,000 City of Lawrence (MA) MA Series A State Qualified General Obligation Deficit Financing Bond Anticipation Notes Competitive08/18/15 09/01/15 $5,999,999 City of Lawrence (MA) MA Series B General Obligation Bond Anticipation Notes (new money and renewal) Competitive08/18/15 09/01/15 $5,550,000 Reid Road Municipal Utility District No. 1 TX Unlimited Tax Bonds, Series 2015Competitive08/18/15 09/01/15 $2,400,000 Brazoria County Municipal Utility District No. 16 TX Unlimited Tax Bonds, Series 2015Competitive08/19/15 08/15/15 $33,945,000 City of Denton (TX) TX General Obligation Refunding Bonds, Series 2015Competitive08/19/15 08/27/15 $3,551,000 Town of East Bridgewater MA General Obligation Bond Anticipation Notes (renewals) Competitive08/19/15 08/27/15 $3,926,000 Town of East Bridgewater MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive08/19/15 09/10/15 $592,000 Town of Wenham MA State House Serial Loan NotesCompetitive08/19/15 09/01/15 $10,200,000 Harris County Municipal Utility District No. 167 TX Unlimited Tax Bonds, Series 2015Competitive08/20/15 09/03/15 $42,565,000 City of Roseville (CA) CA Water Utility Revenue Certificates of Participation, Series 2015 Negotiated08/20/15 09/01/15 $4,415,000 Denton County Fresh Water Supply District No. 8-C TX Unlimited Tax Road Bonds, Series 2015Competitive08/20/15 09/01/15 $7,000,000 City of Haverhill MA General Obligation State Qualified Deficit Financing Bond Anticipation Notes Competitive08/24/15 09/01/15 $5,315,000 Yoakum Independent School District TX Unlimited Tax Refunding Bonds, Series 2015Competitive08/25/15 09/10/15 $100,000,000 Harris County (TX) TX Tax Anticipation Notes, Series 2015Competitive08/25/15 09/17/15 $31,100,000 City of Longmont (CO) CO Enterprise Wastewater Revenue Bonds, Series 2015Competitive08/26/15 08/31/15 $1,405,000 Successor Agency to the CRA of the City of Montebello (CA) CA Subordinate Tax Allocation Refunding Bonds, Series 2015B Negotiated08/26/15 08/31/15 $23,775,000 Successor Agency to the CRA of the City of Montebello (CA) CA Subordinate Tax Allocation Refunding Bonds, Series 2015A Negotiated08/26/15 09/15/15 $96,120,000 Vista Joint Powers Financing Authority (CA) CA 2015 Refunding Lease Revenue BondsNegotiated08/27/15 08/01/15 $8,645,000 Pampa Independent School District TX Refunding Bonds, Series 2015Negotiated08/27/15 08/15/15 $65,250,000 North Texas Municipal Water DistrictTX Regional Wastewater System Revenue Refunding and Improvement Bonds, Series 2015 Competitive08/27/15 09/01/15 $4,750,000 Williamson County Municipal Utility District No. 15 (TX) TX Unlimited Tax Bonds, Series 2015Competitive09/02/15 09/01/15 $6,475,000 City of Harlingen TX Waterworks and Sewer System Revenue Refunding Bonds, Series 2015B Negotiated09/02/15 09/01/15 $12,000,000 City of Harlingen TX Waterworks and Sewer System Revenue Bonds, Series 2015A Negotiated09/02/15 09/15/15 $39,635,000 Port FreeportTX Senior Lien Revenue and Refunding Bonds, Series 2015A Negotiated09/02/15 09/15/15 $3,405,000 Nashoba Valley Techincal High School District MA General Obligation Refunding BondsCompetitive09/02/15 09/01/15 $5,465,000 Harris County Municipal Utility District No. 24 TX Waterworks and Sewer System Combination Unlimited Tax and Revenue Bonds Series 2015 Competitive09/03/15 09/10/15 $1,418,000 Town of Ashburnham MA General Obligation Bond Anticipation Notes (Renewal)Competitive09/09/15 09/01/15 $3,590,000 Upper Trinity Regional Water District (TX) TX Regional Wastewater Treatment System Revenue Bonds, Series 2015 Competitive09/09/15 09/17/15 $2,915,000 City of Amesbury (MA) MA General Obligation Refunding BondsCompetitive09/09/15 09/25/15 $4,000,000 Town of Carver MA General Obligation Bond Anticipation Notes (new and renewal) Competitive09/10/15 09/24/15 $764,090,000 North Texas Tollway Authority TX Revenue Refunding Bonds, Series 2015BNegotiated09/10/15 10/01/15 $6,455,000 Harris County Municipal Utility District No. 157 TX Refunding Bonds, Series 2015ANegotiated09/10/15 10/06/15 $23,355,000 Rhode Island Infrastructure Bank RI Water Pollution Control Subordinated Refunding Revenue Bonds, Series 2015C Negotiated09/10/15 10/06/15 $24,345,000 Rhode Island Infrastructure Bank RI Water Pollution Control Refunding Revenue Bonds, Series 2015B Negotiated09/10/15 10/14/15 $41,915,000 Redevelopment Agency Successor Agency of the City of Sacramento (CA) CA 2015 Tax Allocation Refunding Bonds, Series BNegotiated09/10/15 10/14/15 $62,135,000 Redevelopment Agency Successor Agency of the City of Sacramento (CA) CA 2015 Tax Allocation Refunding Bonds, Series ANegotiated09/10/15 10/01/15 $3,000,000 Paseo Del Este Municipal Utility District No. 3 TX Unlimited Tax Bonds, Series 2015Competitive09/10/15 10/01/15 $5,000,000 Harris County Water Control and Improvement District No. 157 TX Unlimited Tax Bonds Series 2015Competitive09/10/15 09/17/15 $10,700,000 Town of Salisbury (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive09/10/15 09/18/15 $1,626,130 Town of Middleton (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive09/14/15 10/01/15 $9,000,000 Harris County Municipal Utility District No. 419 (TX) TX Unlimited Tax Bonds, Series 2015ACompetitive09/15/15 10/01/15 $2,580,000 Fort Bend County Municipal Utility District No. 167 TX Refunding Bonds, Series 2015ANegotiated09/15/15 09/15/15 $2,900,000 City of Huntsville (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2015 Competitive26 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience09/15/15 09/01/15 $20,740,000 City of FriscoTX Combination Tax and Limited Surplus Revenue Certificates of Obligation, Taxable Series 2015B Competitive09/15/15 09/01/15 $9,015,000 City of FriscoTX Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2015A Competitive09/15/15 09/24/15 $9,730,000 City of Newburyport MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive09/15/15 09/25/15 $1,200,000 Town of Princeton MA General Obligation Bond Anticipation Notes (new money) Competitive09/15/15 09/25/15 $6,450,000 Metrowest Regional Transit Authority MA General Obligation Revenue Anticipation NotesCompetitive09/15/15 10/01/15 $25,185,000 City of Springfield (MA) MA General Obligation State Qualified Refunding BondsCompetitive09/15/15 10/01/15 $7,000,000 Montgomery County Municipal Utility District No. 115 TX Unlimited Tax Bonds, Series 2015ACompetitive09/16/15 09/29/15 $9,915,000 State of Colorado (CO) CO Certificates of Participation, 2015Negotiated09/16/15 10/01/15 $70,885,000 Clifton Higher Education Finance Corporation TX Education Revenue Bonds, Series 2015 (Idea Public Schools) Negotiated09/16/15 10/01/15 $7,800,000 Harris County Municipal Utility District No. 401 (TX) TX Unlimited Tax Bonds, Series 2015Competitive09/16/15 09/30/15 $7,500,000 Rockingham County (NH) NH General Obligation Tax Anticipation Notes (new money) Competitive09/16/15 10/01/15 $1,202,000 Town of Boxford MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive09/16/15 10/01/15 $6,585,000 Lower Kirby Pearland Management District (TX) TX Unlimited Tax Road Bonds, Series 2015Competitive09/17/15 09/15/15 $15,280,000 City of Celina (TX) TX Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2015 Negotiated09/17/15 09/30/15 $288,636 Town of Wareham MA State House Serial Loan NotesCompetitive09/17/15 09/15/15 $5,110,000 Collin County Water Control and Improvement District No. 3 TX Unlimited Tax Road Bonds, Series 2015Competitive09/17/15 10/01/15 $5,500,000 Travis County Municipal Utility District No. 18 (TX) TX Unlimited Tax Bonds, Series 2015Competitive09/22/15 09/15/15 $9,085,000 City of Cleburne TX Combination Tax and Revenue Certificates of Obligation, Series 2015 Negotiated09/22/15 10/01/15 $8,775,000 Barker-Cypress Municipal Utility District (TX) TX Refunding Bonds, Series 2015Negotiated09/23/15 10/22/15 $200,000,000 State of Mississippi MS Gaming Tax Revenue Bonds, Series 2015ENegotiated09/23/15 09/15/15 $11,000,000 Collin County Municipal Utility District No. 1 (TX) TX Unlimited Tax Road Bonds, Series 2015Competitive09/23/15 10/01/15 $4,660,000 Fulshear Municipal Utility District No. 1 of Fort Bend County (TX) TX Unlimited Tax Bonds, Series 2015Competitive09/24/15 09/01/15 $9,120,000 City of PharrTX General Obligation Refunding Bonds, Series 2015BNegotiated09/24/15 09/01/15 $4,440,000 City of PharrTX Combination Tax and International Bridge Revenue Refunding Bonds, Series 2015A Negotiated09/24/15 10/15/15 $234,998 Paradise Independent School District TX Refunding Capital Appreciation Bonds, Series 2015Negotiated09/24/15 10/15/15 $8,560,000 Paradise Independent School District TX Refunding Bonds, Series 2015Negotiated09/24/15 09/15/15 $65,845,000 North Texas Municipal Water DistrictTX Stewart Creek West Regional Wastewater System Contract Revenue Bonds, Series 2015 Competitive09/24/15 10/06/15 $1,598,000 Greater Lawrence Sanitary District MA General Obligation Grant Anticipation NotesCompetitive09/28/15 09/15/15 $6,100,000 City of Princeton (TX) TX General Obligation Refunding Bonds, Series 2015Negotiated09/28/15 09/15/15 $3,245,000 City of Princeton (TX) TX Combination Tax and Surplus Revenue Certificates of Obligation, Series 2015 Negotiated09/28/15 10/01/15 $4,330,000 Cinco Southwest Municipal Utility District No. 4 TX Refunding Bonds, Series 2015Negotiated09/28/15 10/01/15 $20,250,000 Fort Bend County Levee Improvement District No. 15 TX Unlimited Tax Levee Improvement Bonds, Series 2015 Competitive09/29/15 10/14/15 $183,380,000 Sacramento Financing Authority CA 2015 Refunding Revenue Bonds (Master Lease Program Facilities) Negotiated09/29/15 10/15/15 $5,305,000 City of Wills Point (TX) TX General Obligation Refunding Bonds, Series 2015Negotiated09/29/15 10/01/15 $6,000,000 Harris County Municipal Utility District No. 390 TX Contract Revenue Road Bonds, Series 2015A (City Park Proximity Economic Impact Area) Competitive09/30/15 10/01/15 $105,130,000 Board of Regents of the University of North Texas System TX Revenue Financing System Refunding and Improvement Bonds, Series 2015A Negotiated09/30/15 10/01/15 $73,035,000 Board of Regents of the University of North Texas System TX Revenue Financing System Refunding Bonds, Series 2015B Negotiated09/30/15 10/01/15 $4,795,000 Harris County Municipal Utility District No. 70 TX Refunding Bonds, Series 2015Negotiated09/30/15 10/14/15 $2,185,000 Erie County (NY) NY General Obligation Bonds Consisting of Sewer District Serial Bonds, Series 2015C Negotiated09/30/15 10/14/15 $24,615,000 Erie County (NY) NY General Obligation Bonds Consisting of Refunding Serial Bonds, Series 2015B Negotiated09/30/15 10/14/15 $29,815,000 Erie County (NY) NY General Obligation Bonds Consisting of Public Improvement Serial Bonds, Series 2015A Negotiated09/30/15 10/15/15 $13,845,000 Town of Weymouth MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive10/01/15 10/15/15 $6,560,000 Valley Mills Independent School District TX Refunding Bonds, Series 2015Negotiated10/01/15 10/15/15 $4,269,135 City of Newburyport MA General Obligation Bond Anticipation Notes (renewals) Competitive10/01/15 10/20/15 $3,085,000 Nashoba Regional School District MA General Obligation Refunding BondsCompetitive10/05/15 11/01/15 $8,850,000 Fort Bend County Municipal Utility District No. 169 TX Contract Revenue Bonds (Road Facilities) Series 2015A Competitive10/05/15 11/01/15 $12,575,000 Montgomery County Municipal Utility District No. 119 (TX) TX Unlimited Tax Bonds Series 2015ACompetitive10/05/15 11/01/15 $30,100,000 Independent School District No. 1 of Tulsa County (Tulsa) OK Combined Purpose Bonds, Series 2015ECompetitive10/06/15 10/15/15 $65,795,000 Spring Branch Independent School District TX Limited Tax Refunding Bonds, Series 2015ANegotiated10/06/15 10/15/15 $153,550,000 Spring Branch Independent School District TX Refunding Bonds, Series 2015BNegotiated10/06/15 11/01/15 $15,855,000 Harris-Montgomery Counties Municipal Utility District No. 386 TX Refunding Bonds, Series 2015Negotiated10/06/15 10/28/15 $19,070,000 Evergreen School District No. 114 (WA) WA Unlimited Tax General Obligation Refunding Bonds, 2015 Competitive10/06/15 10/15/15 $8,000,000 City of Groton (CT) CT General Obligation Bond Anticipation NotesCompetitive10/07/15 11/04/15 $11,960,000 Texas Water Development Board TX State Water Implementation Revenue Fund For Texas Revenue Bonds, Series 2015B (Master Trust) Negotiated10/07/15 11/04/15 $798,450,000 Texas Water Development Board TX State Water Implementation Revenue Fund For Texas Revenue Bonds, Series 2015A (Master Trust) Negotiated10/07/15 11/01/15 $5,110,000 Harris County Municipal Utility District No. 96 TX Unlimited Tax Bonds, Series 2015Competitive10/07/15 10/15/15 $8,603,000 City of Somerville MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive10/07/15 10/16/15 $1,000,000 City of Haverhill MA General Obligation State Aid Anticipation Notes (renewal) Competitive10/07/15 10/16/15 $5,220,125 City of Haverhill MA General Obligation Bond Anticipation Notes (renewal)Competitive10/07/15 10/16/15 $4,145,000 Town of Uxbridge MA General Obligation Bond Anticipation Notes (new and renewal) Competitive10/08/15 10/01/15 $45,275,000 Mansfield Independent School District TX Refunding Bonds, Series 2015ANegotiated10/08/15 11/01/15 $1,800,000 Paseo Del Este Municipal Utility District No. 2 TX Unlimited Tax Bonds, Series 2015Competitive10/08/15 11/01/15 $3,565,000 Fort Bend County Municipal Utility District No. 48 TX Unlimited Tax Bonds, Series 2015Competitive10/08/15 10/22/15 $3,935,000 Town of Nantucket MA General Obligation Refunding Bonds, Series ACompetitive10/08/15 10/22/15 $2,932,000 Town of Nantucket MA General Obligation Municipal Purpose Loan of 2015 Bonds, Series B Competitive10/08/15 11/01/15 $2,845,000 West Harris County Municipal Utility District No. 5 TX Unlimited Tax Bonds, Series 2015ACompetitive10/08/15 11/01/15 $6,100,000 Timber Lane Utility District TX Unlimited Tax Bonds, Series 2015ACompetitive10/13/15 10/15/15 $13,985,000 Corsicana Independent School District TX Refunding Bonds, Series 2015Negotiated10/13/15 10/22/15 $16,595,000 Town of Wolcott (CT) CT General Obligation Bond Anticipation NotesCompetitive10/14/15 10/15/15 $38,660,000 Richardson Independent School District TX Refunding Bonds, Series 2015CNegotiated10/14/15 10/29/15 $20,655,000 Douglas County Libraries (CO) CO Certificates of Participation, Series 2015Negotiated10/14/15 10/29/15 $7,500,000 Town of Cumberland (RI) RI General Obligation Tax Anticipation Notes, 2015 Series I Negotiated10/14/15 10/29/15 $2,380,000 Town of Cumberland (RI) RI General Obligation Bonds, 2015 Series ANegotiated10/14/15 11/01/15 $5,360,000 Fort Bend County Levee Improvement District No. 15 TX Refunding Bonds, Series 2015Negotiated10/14/15 10/29/15 $5,060,000 Town of Bedford (MA) MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive27 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience10/14/15 10/30/15 $400,000 Town of Winchester (MA) MA General Obligation Taxable Bond Anticipation Notes (renewal) Competitive10/14/15 11/01/15 $1,910,000 Harris County Municipal Utility District No. 64 TX Unlimited Tax Bonds, Series 2015BCompetitive10/15/15 10/15/15 $82,115,000 Northwest Independent School District TX Refunding Bonds, Series 2015BNegotiated10/15/15 10/15/15 $27,685,000 Rockwall Independent School DistrictTX Refunding Bonds, Series 2015ANegotiated10/15/15 10/27/15 $15,375,000 City of Palm Bay FL Sales Tax Revenue Refunding Bonds, Series 2015Negotiated10/15/15 10/29/15 $16,505,000 Sacramento Area Flood Control AgencyCA Consolidated Capital Assessment District Subordinated Bonds, Series 2015 Negotiated10/15/15 11/01/15 $3,315,000 Crosby Municipal Utility District TX Refunding Bonds, Series 2015Negotiated10/15/15 11/04/15 $28,710,000 Bay County (FL) FL Water and Sewer System Revenue Refunding Bonds, Series 2015 Negotiated10/15/15 11/20/15 $4,508,467 Rockwall Independent School District TX Refunding Premium Capital Appreciation Bonds, Series 2015A Negotiated10/15/15 10/15/15 $1,000,000 Jefferson County Water Control and Improvement District No. 10 (TX) TX Unlimited Tax Bonds, Series 2015ACompetitive10/15/15 10/29/15 $3,420,000 Town of Winchester (MA) MA General Obligation Land Acquisition Bonds (Taxable)Competitive10/15/15 10/30/15 $195,000 Town of Southborough MA General Obligation Bond Anticipation NotesCompetitive10/15/15 11/01/15 $11,000,000 Denton County Fresh Water Supply District No. 10 TX Unlimited Tax Bonds, Series 2015Competitive10/15/15 11/01/15 $5,080,000 Harris County Municipal Utility District No. 16 TX Unlimited Tax Bonds, Series 2015Competitive10/15/15 11/01/15 $31,945,000 Northwest Harris County Municipal Utility District No. 5 TX Unlimited Tax Bonds, Series 2015ACompetitive10/16/15 10/01/15 $13,835,000 Point Isabel Independent School District TX Refunding Bonds, Series 2015Negotiated10/16/15 10/29/15 $49,075,000 Hollywood Community Redevelopment Agency FL Redevelopment Revenue and Revenue Refunding Bonds, (Beach CRA), Series 2015 Negotiated10/19/15 10/15/15 $3,760,000 City of Burkburnett TX General Obligation Refunding Bonds, Series 2015Negotiated10/19/15 11/01/15 $8,120,000 Harris County Municipal Utility District No. 71 TX Unlimited Tax Bonds, Series 2015ACompetitive10/20/15 11/01/15 $209,045,000 Cypress-Fairbanks Independent School District TX School Building and Refunding Bonds, Series 2015ANegotiated10/20/15 11/01/15 $5,205,000 Harris County Municipal Utility District No. 321 TX Unlimited Tax Road Bonds, Series 2015Competitive10/20/15 11/01/15 $6,900,000 Encanto Real Utility District TX Unlimited Tax Bonds, Series 2015ACompetitive10/20/15 11/01/15 $1,560,000 Harris County Municipal Utility District No. 397 TX Unlimited Tax Bonds, Series 2015ACompetitive10/20/15 10/15/15 $11,200,000 Denton County Fresh Water Supply District No. 7 TX Unlimited Tax Road Bonds, Series 2015Competitive10/20/15 11/01/15 $9,760,000 City of Rosenberg TX Combination Tax and Revenue Certificates of Obligation, Series 2015 Competitive10/21/15 10/29/15 $12,335,000 Town of ErieCO Water Enterprise Revenue Refunding Bonds, Series 2015 Negotiated10/21/15 11/12/15 $17,660,000 University of Mississippi Educational Building Corporation MS Revenue Bonds, Series 2015D (Campus Improvements Project) Negotiated10/21/15 11/12/15 $31,630,000 University of Mississippi Educational Building Corporation MS Revenue Bonds, Series 2015C (Campus Improvements Project) Negotiated10/21/15 11/15/15 $8,300,000 Sealy Independent School District TX Refunding Bonds, Series 2015Negotiated10/21/15 11/01/15 $4,800,000 Bay Colony West Municipal Utility District TX Unlimited Tax Bonds, Series 2015ACompetitive10/21/15 11/01/15 $3,095,000 East Cedar Creek Fresh Water Supply District TX Utility System Revenue Bonds, New Series 2015Competitive10/21/15 11/01/15 $1,500,000 Verandah Municipal Utility District of Hunt County TX Unlimited Tax Road Bonds, Series 2015Competitive10/21/15 11/01/15 $4,520,000 Lazy Nine Municipal Utility District No. 1B (TX) TX Unlimited Tax Bonds, Series 2015Competitive10/22/15 11/01/15 $4,195,000 Fort Bend County Municipal Utility District No. 162 TX Refunding Bonds, Series 2015ANegotiated10/22/15 11/04/15 $750,000,000 New Jersey Turnpike Authority NJ Turnpike Revenue Bonds, Series 2015 ENegotiated10/22/15 11/05/15 $10,580,000 Citrus County (FL) FL Non-Ad Valorem Revenue Bonds, Series 2015Negotiated10/22/15 11/17/15 $50,095,000 Harris County (TX) TX Permanent Improvement Refunding Bonds, Series 2015B Negotiated10/22/15 11/17/15 $202,680,000 Harris County (TX) TX Road Refunding Bonds, Series 2015ANegotiated10/22/15 11/17/15 $30,145,000 Harris County Flood Control DistrictTX Contract Tax Refunding Bonds, Series 2015BNegotiated10/22/15 11/17/15 $46,875,000 Harris County Flood Control DistrictTX Improvement Refunding Bonds, Series 2015ANegotiated10/22/15 11/19/15 $24,425,000 Wilkes County (NC) NC Limited Obligation Refunding Bonds, Series 2015Negotiated10/22/15 11/13/15 $2,151,088 Town of Walpole MA General Obligation Bond Anticipation Notes (New and renewal) Competitive10/22/15 11/03/15 $36,215,000 The Metropolitan District, Hartford County CT General Obligation Bonds, Issue of 2015 Series BCompetitive10/26/15 11/01/15 $15,500,000 Fort Bend County Municipal Utility District No. 134C TX Unlimited Tax Road Bonds, Series 2015Competitive10/27/15 10/15/15 $4,530,000 City of San Juan TX General Obligation Refunding Bonds, Series 2015Negotiated10/27/15 10/15/15 $4,205,000 City of San Juan TX Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2015Negotiated10/27/15 10/15/15 $71,870,000 Mesquite Independent School DistrictTX School Building Bonds, Series 2015ENegotiated10/27/15 11/01/15 $2,235,000 Harris County Municipal Utility District No. 249 TX Refunding Bonds, Series 2015Negotiated10/27/15 11/01/15 $30,625,000 Brazosport Water Authority TX Water Supply System Regional Revenue Bonds, Series 2015C Negotiated10/27/15 11/12/15 $6,890,000 Town of West Warwick RI General Obligation Bonds, 2015 Series ANegotiated10/27/15 10/15/15 $3,030,000 City of EulessTX Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2015 Competitive10/27/15 11/01/15 $2,550,000 Montgomery County Drainage District No. 10 TX Unlimited Tax Bonds, Series 2015Competitive10/27/15 11/12/15 $4,460,000 City of Melrose (MA) MA General Obligation Municipal Purpose Loan of 2015 Bonds, Series A Competitive10/27/15 11/12/15 $18,635,000 City of Melrose (MA) MA General Obligation Refunding Bonds, Series BCompetitive10/27/15 11/13/15 $7,255,000 City of Melrose (MA) MA General Obligation Bond Anticipation NotesCompetitive10/28/15 10/15/15 $15,890,000 Clint Independent School District TX Refunding Bonds, Series 2015ANegotiated10/29/15 10/15/15 $8,740,000 Southside Independent School DistrictTX Refunding Bonds, Series 2015Negotiated10/29/15 11/01/15 $5,705,000 La Vega Independent School District TXRefunding Bonds, Series 2015Negotiated10/29/15 12/16/15 $55,620,000 Alaska Housing Finance Corporation AKState Capital Project Bonds II, 2015 Series CNegotiated10/29/15 11/01/15 $11,800,000 Fort Bend County Municipal Utility District No. 133 TX Unlimited Tax Bonds, Series 2015Competitive10/29/15 12/01/15 $2,500,000 Fort Bend County Levee Improvement District No. 6 (TX) TX Unlimited Tax Bonds, Series 2015Competitive10/29/15 11/13/15 $5,653,912 Town of Nantucket MA General Obligation Bond Anticipation Notes (new and renewal) Competitive10/29/15 11/09/15 $1,265,000 Town of Glastonbury CT General Obligation Bond Anticipation NotesCompetitive10/30/15 12/01/15 $161,575,000 Harris County (TX) TX Toll Road Senior Lien Revenue Refunding Bonds, Series 2015B Negotiated11/03/15 11/01/15 $235,000,000 City of San Antonio TX Electric and Gas Systems Revenue Bonds, New Series 2015 Negotiated11/03/15 11/01/15 $7,370,000 Cleveland Independent School DistrictTX Refunding Bonds, Series 2015Negotiated11/03/15 11/01/15 $4,155,000 City of Grand Prairie TX Water and Wastewater System Revenue Refunding Bonds, New Series 2015 Negotiated11/03/15 11/01/15 $100,000,000 City of San Antonio TX Variable Rate Electric and Gas Systems Junior Lien Revenue Bonds, Series 2015C Negotiated11/03/15 11/01/15 $100,000,000 City of San Antonio TX Variable Rate Electric and Gas Systems Junior Lien Revenue Bonds, Series 2015D Negotiated11/03/15 11/01/15 $11,165,000 City of Grand Prairie TX General Obligation Refunding Bonds, Series 2015 (Limited Tax) Negotiated11/03/15 11/01/15 $28,020,000 City of Grand Prairie TX Combination Tax and Revenue Certificates of Obigation, Series 2015 Negotiated11/03/15 11/01/15 $48,565,000 City of El Paso (TX) TX Water and Sewer Revenue Refunding Bonds, Series 2015C Negotiated11/03/15 11/13/15 $285,000 Town of Clinton (MA) MA General Obligation Bond Anticipation NotesCompetitive11/03/15 11/18/15 $46,855,000 Cherry Creek School District No. 5 COGeneral Obligation Refunding Bonds, Series 2015Competitive11/03/15 11/19/15 $1,873,000 Town of AyerMA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive28 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience11/03/15 11/20/15 $1,534,235 Town of AyerMA General Obligation Bond Anticipation Notes (renewal)Competitive11/03/15 11/20/15 $3,907,000 Berlin-Boylston Regional School District MA General Obligation Bond Anticipation Notes Unlimited Tax (renewals) Competitive11/03/15 12/01/15 $2,280,000 Galveston County Municipal Utility District No. 46 TX Unlimited Tax Park Bonds, Series 2015ACompetitive11/03/15 12/01/15 $4,200,000 Galveston County Municipal Utility District No. 46 TX Unlimited Tax Bonds, Series 2015Competitive11/03/15 11/19/15 $15,580,000 Town of Brookfield (CT) CT General Obligation Bond Anticipation Notes Series ACompetitive11/03/15 11/19/15 $1,965,000 Town of Brookfield (CT) CT General Obligation Bond Anticipation Notes Series B (Federally Taxable) Competitive11/04/15 11/01/15 $7,285,000 Kennedale Independent School DistrictTX Refunding Bonds, Series 2015Negotiated11/04/15 11/01/15 $8,710,000 Allen Independent School District TX Refunding Bonds, Series 2015Negotiated11/04/15 11/01/15 $74,825,000 City of Grand Prairie TX Sales Tax Revenue Bonds, Series 2015Negotiated11/04/15 11/01/15 $99,999 Early Independent School District TX Refunding Premium Capital Appreciation Bonds, Series 2015 Negotiated11/04/15 11/01/15 $7,555,000 Early Independent School District TX Refunding Bonds, Series 2015Negotiated11/04/15 11/19/15 $47,840,000 Municipality of Anchorage (AK) AK General Obligation Bonds, Series A (General Purpose) Negotiated11/04/15 11/19/15 $69,170,000 Municipality of Anchorage (AK) AK General Obligation Bonds, Series C (Schools)Negotiated11/04/15 11/19/15 $81,040,000 Municipality of Anchorage (AK) AK General Obligation Refunding Bonds, Series D (Schools) Negotiated11/04/15 11/19/15 $115,250,000 Municipality of Anchorage (AK) AK General Obligation Refunding Bonds, Series B (General Purpose) Negotiated11/04/15 11/20/15 $650,000 Town of Winthrop (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive11/04/15 12/01/15 $12,180,000 Chambers County Improvement District No. 1 TX Unlimited Tax Bonds, Series 2015Competitive11/05/15 11/24/15 $5,335,000 Ventana West Public Improvement District (NM) NM Special Levy Refunding Revenue Bonds, Series 2015Negotiated11/05/15 12/02/15 $117,200,000 Board of Managers, Joint Guadalupe County-City of Seguin Hospital TX Hospital Mortgage Revenue Refunding and Improvements Bonds, Series 2015 Negotiated11/05/15 12/01/15 $5,100,000 Fort Bend County Municipal Utility District No. 194 (TX) TX Unlimited Tax Bonds, Series 2015Competitive11/05/15 12/01/15 $1,520,000 Montgomery County Municipal Utility District No. 99 TX Unlimited Tax Bonds, Series 2015Competitive11/05/15 11/13/15 $9,232,000 Town of Arlington (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive11/05/15 11/19/15 $7,120,000 City of Brockton MA General Obligation State Qualifed Refunding BondsCompetitive11/05/15 11/13/15 $4,362,000 Town of Arlington (MA) MA General Obligation Municipal Purpose Loan of 2015 Bonds, Series A Competitive11/05/15 11/13/15 $3,225,000 Town of Arlington (MA) MA General Obligation Refunding Bonds, Series BCompetitive11/06/15 11/01/15 $37,015,000 Fort Bend Independent School District TX Refunding Bonds, Series 2015CNegotiated11/06/15 12/01/15 $12,195,000 City of Sugar Land TX General Obligation Refunding Bonds, Series 2015 (Limited Tax) Negotiated11/06/15 12/04/15 $10,250,000 UCF Stadium Corporation (FL) FL Refunding Revenue Bonds, Series 2015BNegotiated11/06/15 12/04/15 $33,995,000 UCF Stadium Corporation (FL) FL Refunding Revenue Bonds, Series 2015ANegotiated11/09/15 11/01/15 $20,605,000 Johnson County (TX) TX Certificates of Obligation, Series 2015 (Limited Tax)Negotiated11/09/15 12/01/15 $4,160,000 Harris County Municipal Utility District No. 419 (TX) TX Unlimited Tax Road Bonds, Series 2015Competitive11/09/15 12/01/15 $7,730,000 Fort Bend County Municipal Utility District No. 172 (TX) TX Unlimited Tax Bonds, Series 2015Competitive11/09/15 12/01/15 $2,645,000 Fort Bend County Municipal Utility District No. 138 TX Unlimited Tax Bonds, Series 2015Competitive11/09/15 12/01/15 $8,680,000 Harris County Municipal Utility District No. 391 TX Unlimited Tax Bonds, Series 2015ACompetitive11/10/15 11/01/15 $2,240,000 Poteet Independent School District TX Refunding Bonds, Series 2015Negotiated11/10/15 11/01/15 $38,495,000 Midland Independent School District TX Refunding Bonds, Series 2015Negotiated11/10/15 11/01/15 $45,990,000 Cypress-Fairbanks Independent School District TX Variable Rate School Building Bonds, Series 2015B-3 (Mandatory Tender Date - 08/15/2019) Negotiated11/10/15 11/01/15 $48,015,000 Cypress-Fairbanks Independent School District TX Variable Rate School Building Bonds, Series 2015B-2 (Mandatory Tender Date - 08/15/2018) Negotiated11/10/15 11/01/15 $49,740,000 Cypress-Fairbanks Independent School District TX Variable Rate School Building Bonds, Series 2015B-1 (Mandatory Tender Date - 08/15/2016) Negotiated11/10/15 11/01/15 $298,790,000 Central Texas Regional Mobility Authority TX Senior Lien Revenue Bonds, Series 2015ANegotiated11/10/15 11/01/15 $68,785,000 Central Texas Regional Mobility Authority TX Variable Rate Senior Lien Revenue and Refunding Put Bonds, Series 2015B Negotiated11/10/15 11/24/15 $95,575,000 District of Columbia (DC) DC Variable Rate Income Tax Secured Revenue Refunding Bonds, Series 2015A (Adjusted SIFMA Rate) Negotiated11/10/15 12/01/15 $7,180,000 Waller Independent School District TX Refunding Bonds, Series 2015Negotiated11/10/15 12/01/15 $3,750,000 City of Roanoke (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2015 Negotiated11/10/15 12/01/15 $4,505,000 City of Roanoke (TX) TX General Obligation Refunding Bonds, Series 2015 (Limited Tax) Negotiated11/10/15 12/01/15 $11,560,000 City of Celina (TX) TX Special Assessment Revenue Bonds, Series 2015Negotiated11/10/15 12/01/15 $16,825,000 City of Celina (TX) TX Special Assessment Revenue Bonds, Series 2015 Negotiated11/10/15 12/01/15 $9,850,000 Harris-Fort Bend Counties Municipal Utility District No. 3 TX Unlimited Tax Bonds, Series 2015ACompetitive11/12/15 11/20/15 $1,765,250 Town of West Boylston MA General Obligation Bond Anticipation Notes (renewal)Competitive11/12/15 11/24/15 $6,020,000 Chelmsford Water District MA General Obligation Refunding BondsCompetitive11/12/15 12/01/15 $6,362,500 City of Haverhill MA General Obligation State Qualified Deficit Financing Bond Anticipation Notes Competitive11/12/15 12/01/15 $4,650,000 Fort Bend County Levee Improvement District No. 17 TX Unlimited Tax Park Bonds, Series 2015Competitive11/12/15 11/20/15 $4,381,080 City of Chicopee MA General Obligation Bond Anticipation Notes (renewal)Competitive11/13/15 12/01/15 $8,670,000 City of Shenandoah (TX) TX General Obligation Refunding Bonds, Series 2015 (Limited Tax) Negotiated11/16/15 12/01/15 $6,900,000 Harris County Municipal Utility District No. 290 TX Unlimited Tax Park Bonds, Series 2015ACompetitive11/16/15 12/01/15 $10,000,000 Harris County Municipal Utility District No. 287 TX Unlimited Tax Bonds, Series 2015Competitive11/16/15 12/01/15 $1,525,000 Galveston County Municipal Utility District No. 14 TX Unlimited Tax Bonds, Series 2015Competitive11/17/15 11/15/15 $4,700,000 Frenship Independent School District TX Refunding Bonds, Series 2015CNegotiated11/17/15 12/01/15 $13,460,000 City of AubreyTX Special Assessment Revenue Bonds, Series 2015 Negotiated11/17/15 12/01/15 $10,255,000 City of AubreyTX Special Assessment Revenue Bonds, Series 2015Negotiated11/17/15 12/02/15 $27,580,000 Thornton Development Authority CO Tax Increment Revenue Bonds, Series 2015B (East 144th Avenue and I-25 Project) Negotiated11/17/15 12/15/15 $738,405,000 Massachusetts School Building Authority (MA) MA Senior Dedicated Sales Tax Refunding Bonds, 2015 Series C Negotiated11/17/15 11/15/15 $11,385,000 City of The Colony TX Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2015 Competitive11/17/15 11/15/15 $13,325,000 City of The Colony TX General Obligation Refunding Bonds, Series 2015Competitive11/17/15 12/01/15 $813,000 Spencer-East Brookfield Regional School District MA State Qualified General Obligation Deficit Financing Bond Anticipation Notes Competitive11/17/15 12/01/15 $1,660,000 Ricewood Municipal Utility District TXUnlimited Tax Bonds, Series 2015ACompetitive11/17/15 12/03/15 $180,000,000 Maryland Water Quality Financing Administration MD Bay Restoration Fund Revenue Bonds, Series 2015Competitive11/18/15 11/01/15 $7,175,000 Mineral Wells Independent School District TX Refunding Bonds, Series 2015ANegotiated11/18/15 11/15/15 $23,495,000 Carrollton-Farmers Branch Independent School District TX Refunding Bonds, Series 2015ANegotiated11/18/15 12/08/15 $116,300,000 State of Mississippi MS General Obligation Bonds, Series 2015GNegotiated11/18/15 12/08/15 $182,595,000 State of Mississippi MS General Obligation Bonds, Series 2015FNegotiated11/18/15 12/10/15 $195,075,000 City of Dallas (TX) TX General Obligation Refunding and Improvement Bonds, Series 2015 (Limited Tax) Negotiated11/18/15 12/18/15 $24,265,000 Rhode Island Infrastructure Bank RI Refunding Water Revenue Bonds, Series 2015 (City of Pawtucket, Rhode Island Conduit Issue) Negotiated11/18/15 12/01/15 $2,015,000 Harris-Fort Bend Counties Municipal Utility District No. 5 TX Unlimited Tax Bonds, Series 2015Competitive11/18/15 12/01/15 $9,700,000 Fort Bend County Municipal Utility District No. 151 TX Unlimited Tax Bonds, Series 2015ACompetitive29 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience11/18/15 12/01/15 $6,000,000 City of Lawrence (MA) MA State Qualified General Obligation Deficit Financing Bond Anticipation Notes Competitive11/19/15 11/15/15 $15,775,000 Weatherford Independent School District TX Refunding Bonds, Series 2015Negotiated11/19/15 12/15/15 $7,447,440 Weatherford Independent School District TX Refunding Premium Capital Appreciation Bonds, Series 2015 Negotiated11/19/15 11/15/15 $18,310,000 North Texas Municipal Water DistrictTX Regional Solid Waste Disposal System Revenue and Refunding Bonds, Series 2015 Competitive11/19/15 12/01/15 $3,200,000 Travis County Municipal Utility District No. 15 TX Unlimited Tax Bonds, Series 2015ACompetitive11/19/15 12/03/15 $7,535,000 Town of Foxborough MA General Obligation Refunding BondsCompetitive11/19/15 12/04/15 $7,477,000 Town of Tyngsborough MA General Obligation Bond Anticipation Notes (renewal)Competitive11/19/15 12/01/15 $9,150,000 Harris-Montgomery Counties Municipal Utility District No. 386 TX Unlimited Tax Bonds, Series 2015ACompetitive11/24/15 12/02/15 $12,095,000 City of Salem (MA) MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive11/24/15 12/11/15 $889,000 Town of Townsend (MA) MA General Obligation Bond Anticipation Notes (new money and renewals) Competitive11/30/15 01/01/16 $5,185,000 Harris County Municipal Utility District No. 401 (TX) TX Refunding Bonds, Series 2016Negotiated11/30/15 12/01/15 $4,750,000 Fort Bend County Municipal Utility District No. 165 TX Unlimited Tax Bonds, Series 2015ACompetitive11/30/15 12/01/15 $5,520,000 Willow Point Municipal Utility District (TX) TX Unlimited Tax Bonds, Series 2015Competitive11/30/15 12/01/15 $6,090,000 Fort Bend County Municipal Utility District No. 25 TX Unlimited Tax Bonds, Series 2015ACompetitive12/01/15 12/01/15 $61,305,000 West Harris County Regional Water Authority TX Water System Revenue and Revenue Refunding Bonds, Series 2015A Negotiated12/01/15 12/15/15 $9,660,000 City of Longview (TX) TX General Obligation Refunding Bonds, Series 2015Negotiated12/01/15 01/01/16 $7,180,000 Fort Bend County Municipal Utility District No. 133 TX Refunding Bonds, Series 2016Negotiated12/01/15 12/01/15 $2,885,000 City of Rowlett TX Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2015Competitive12/01/15 12/01/15 $3,070,000 City of Grapevine TX Public Property Finance Contractual Obligations, Series 2015 Competitive12/01/15 12/01/15 $4,000,000 Fort Bend County Municipal Utility District No. 134B (TX) TX Unlimited Tax Road Bonds, Series 2015Competitive12/01/15 12/11/15 $4,417,913 Town of Framingham MA General Obligation Bond Anticipation Notes (renewal)Competitive12/01/15 12/10/15 $43,668,000 Town of Framingham MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive12/01/15 12/01/15 $7,870,000 City of Lake Jackson TX Limited Tax Refunding Bonds, Series 2015Competitive12/02/15 12/17/15 $100,620,000 Oklahoma Water Resources Board OK Revolving Fund Revenue Bonds, Series 2015 (Clean Water Program) (Master Trust) Negotiated12/02/15 12/17/15 $83,755,000 Miami-Dade County (FL) FL Solid Waste System Revenue Refunding Bonds, Series 2015 Negotiated12/02/15 12/01/15 $150,000,000 State of Texas (TX) TX College Student Loan Bonds, Series 2015 (General Obligation Bonds) Competitive12/02/15 12/01/15 $4,400,000 Harris County Municipal Utility District No. 367 TX Unlimited Tax Park Bonds, Series 2015Competitive12/02/15 12/18/15 $15,000,000 Town of Falmouth (MA) MA General Obligation Bond Anticipation Notes (new and renewal) Competitive12/02/15 12/18/15 $2,880,000 Groton-Dunstable Regional School District MA General Obligation Refunding BondsCompetitive12/02/15 12/01/15 $5,580,000 Harris County Municipal Utility District No. 383 TX Unlimited Tax Bonds, Series 2015Competitive12/02/15 12/01/15 $2,500,000 Harris County Municipal Utility District No. 383 TX Unlimited Tax Park Bonds, Series 2015ACompetitive12/03/15 12/15/15 $3,545,000 Cooper Independent School District TX Refunding Bonds, Series 2015Negotiated12/03/15 12/15/15 $37,235,000 Michigan Finance Authority (MI) MI Local Government Loan Program Revenue Bonds, Series 2015D-2 Negotiated12/03/15 12/15/15 $89,430,000 Michigan Finance Authority (MI) MI Local Government Loan Program Revenue Bonds, Series 2015D-1 Negotiated12/03/15 12/15/15 $197,660,000 Michigan Finance Authority (MI) MI Local Government Loan Program Revenue Bonds, Series 2015C Negotiated12/03/15 12/16/15 $10,000,000 Rhode Island Health and Educational Building Corporation (RI) RI Providence Public Schools Revenue Bond Financing Program Revenue Bonds, Series 2015B Negotiated12/03/15 12/17/15 $2,340,000 Hawaii State Department of Budget and Finance HI Special Purpose Revenue Bonds, Series 2015B (Chaminade University of Honolulu) Negotiated12/03/15 12/17/15 $20,255,000 Hawaii State Department of Budget and Finance HI Special Purpose Revenue Bonds, Series 2015A (Chaminade University of Honolulu) Negotiated12/03/15 12/11/15 $5,369,000 City of Taunton MA General Obligation State Qualified Municipal Purpose Loan of 2015 Bonds Competitive12/03/15 12/22/15 $13,925,000 City of Lawrence (MA) MA General Obligation State Qualified Refunding BondsCompetitive12/03/15 12/15/15 $9,715,000 Town of Ridgefield CT General Obligation Bonds, Issue of 2015Competitive12/03/15 12/15/15 $450,000 Town of Ridgefield CT General Obligation Bond Anticipation NotesCompetitive12/07/15 11/01/15 $4,320,000 Mineral Wells Independent School District TX Refunding Bonds, Series 2015BNegotiated12/07/15 12/01/15 $8,580,000 Nacogdoches Independent School District TX Refunding Bonds, Series 2015Negotiated12/07/15 12/01/15 $8,040,000 City of Celina (TX) TX Special Assessment Revenue Bonds, Series 2015Negotiated12/07/15 12/01/15 $5,790,000 City of Celina (TX) TX Special Assessment Revenue Bonds, Series 2015 Negotiated12/07/15 12/30/15 $7,325,000 Hidalgo Independent School District TXRefunding Bonds, Series 2015Negotiated12/07/15 01/01/16 $23,710,000 Harris County Municipal Utility District No. 290 TX Refunding Bonds, Series 2016Negotiated12/08/15 12/01/15 $8,320,000 Idalou Independent School District (TX) TX Refunding Bonds, Series 2015Negotiated12/08/15 12/15/15 $1,385,000 Montgomery Independent School District TX Refunding Premium Capital Appreciation Bonds, Series 2015A Negotiated12/08/15 12/15/15 $15,445,000 Montgomery Independent School District TX Refunding Bonds, Series 2015ANegotiated12/08/15 12/17/15 $160,000,000 Brighton School District No. 27J CO General Obligation Bonds, Series 2015Negotiated12/08/15 01/01/16 $7,570,000 Fort Bend County Levee Improvement District No. 17 TX Refunding Bonds, Series 2016Negotiated12/08/15 01/13/16 $68,935,000 Puyallup School District No. 3 (WA) WA Unlimited Tax General Obligation Bonds, 2016 (WA State SD Credit Enhancament Program) Competitive12/08/15 12/14/15 $89,560,000 Erie County (NY) NY Revenue Anticipation Notes, 2015Competitive12/08/15 12/16/15 $4,395,000 City of Concord (NH) NH General Obligation Capital Improvement BondsCompetitive12/08/15 01/01/16 $4,200,000 Fort Bend County Municipal Utility District No. 187 (TX) TX Unlimited Tax Road Bonds, Series 2016Competitive12/08/15 01/01/16 $3,530,000 Harris County Municipal Utility District No. 26 TX Unlimited Tax Bonds, Series 2016Competitive12/09/15 12/17/15 $18,500,000 City of Westminster (CO) CO Special Purpose Sales and Use Tax Revenue Refunding Bonds, Series 2015 (Post Project) Negotiated12/09/15 12/22/15 $23,010,000 Arapahoe County CO Refunding Certificates of Partcipation, Series 2015Competitive12/09/15 12/01/15 $191,000,000 Clemson University (SC) SC Higher Education Revenue Bonds, Series 2015BCompetitive12/09/15 12/01/15 $18,875,000 Clemson University (SC) SC Athletic Facilities Revenue Bonds, Series 2015BCompetitive12/10/15 12/17/15 $57,535,000 Town of Clayton (NM) NM Jail Project Improvement and Refunding Revenue Bonds, Series 2015 Negotiated12/10/15 12/17/15 $2,315,000 Town of East Bridgewater MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive12/10/15 12/18/15 $3,940,000 Town of Rockport (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive12/10/15 12/18/15 $40,000 Town of Rockport (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive12/10/15 12/30/15 $4,405,000 Upper Blackstone Water Pollution Abatement District MA General Obligation Refunding BondsCompetitive12/10/15 01/01/16 $5,170,000 Montgomery County Municipal Utility District No. 88 (TX) TX Unlimited Tax Bonds, Series 2016Competitive12/10/15 12/17/15 $2,820,000 Town of Stoneham MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive12/14/15 12/01/15 $6,775,000 Mansfield Park Facilities Development Corporation TX Sales Tax Revenue Refunding and Improvement Bonds, New Series 2016 Negotiated12/14/15 12/01/15 $14,930,000 Mansfield Park Facilities Development Corporation TX Sales Tax Revenue Refunding and Improvement Bonds, New Series 2016 Negotiated12/14/15 12/01/15 $24,510,000 City of Mansfield (TX) TX Waterworks and Sewer System Revenue Refunding and Improvement Bonds, Series 2016 Negotiated12/14/15 12/01/15 $14,885,000 City of Mansfield (TX) TX General Obligation Refunding and Improvement Bonds, Series 2016 Negotiated12/14/15 12/01/15 $4,365,000 City of Mansfield (TX) TX General Obligation Refunding Bonds, Series 2016Negotiated12/14/15 12/01/15 $13,705,000 City of Mansfield (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2016 Negotiated30 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience12/14/15 12/01/15 $3,245,000 Angelina County Junior College District TX Limited Tax Refunding Bonds, Series 2015Competitive12/14/15 12/15/15 $6,865,000 City of McGregor (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2016 Competitive12/15/15 12/15/15 $136,870,000 Spring Independent School District (TX) TX Refunding Bonds, Series 2015Negotiated12/15/15 12/23/15 $5,550,000 Town of Dover (MA) MA General Obligation Taxable Bond Anticipation Notes (renewal money) Competitive12/15/15 12/23/15 $3,000,000 City of Quincy (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive12/15/15 12/23/15 $9,990,000 City of Northampton MA General Obligation Refunding BondsCompetitive12/15/15 12/30/15 $8,400,000 City of Malden MA General Obligation Municipal Purpose Loan of 2015 Bonds Competitive12/16/15 12/15/15 $1,680,000 Vernon Independent School District TX Refunding Bonds, Series 2016Negotiated12/17/15 01/01/16 $4,610,000 Harris County Municipal Utility District No. 383 TX Refunding Bonds, Series 2016Negotiated12/18/15 01/01/16 $50,210,000 City of Pasadena (TX) TX General Obligation Refunding Bonds, Series 2016 (Limited Tax) Negotiated12/21/15 01/01/16 $3,670,000 Wood Trace Municipal Utility District No. 1 of Montgomery County (TX) TX Unlimited Tax Bonds, Series 2016Competitive01/05/16 01/01/16 $146,660,000 Allen Independent School District TXSchool Building Bonds, Series 2016Negotiated01/05/16 01/01/16 $31,930,000 Red River Education Finance Corporation TX Higher Education Revenue Refunding Bonds (Texas Christian University Project), Series 2016A Negotiated01/07/16 01/01/16 $9,365,000 Nacogdoches Independent School District TX Refunding Bonds, Series 2016Negotiated01/07/16 01/21/16 $6,800,000 Town of Northborough MA General Obligation School Bonds Unlimited TaxCompetitive01/07/16 01/22/16 $1,650,000 Town of Northborough MA General Obligation Bond Anticipation NotesCompetitive01/08/16 01/01/16 $215,600,000 Ysleta Independent School District TX School Building Bonds, Series 2016Negotiated01/11/16 01/01/16 $2,410,000 City of Bonham TX General Obligation Refunding Bonds, Series 2016 (Limited Tax) Negotiated01/11/16 02/01/16 $5,305,000 Spring Creek Utility District (TX) TX Refunding Bonds, Series 2016Negotiated01/11/16 02/01/16 $2,175,000 Fort Bend County Municipal Utility District No. 116 TX Unlimited Tax Bonds, Series 2016Competitive01/11/16 02/01/16 $6,025,000 City of Richmond (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2016A Competitive01/11/16 02/01/16 $3,375,000 City of Richmond (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2016B Competitive01/12/16 01/01/16 $24,875,000 City of Cleburne TX General Obligation Bonds, Series 2016Negotiated01/12/16 02/09/16 $64,440,000 Fort Bend County TX Senior Lien Toll Road Revenue Bonds, Series 2016Negotiated01/12/16 01/01/16 $16,450,000 City of EulessTX Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2016 Competitive01/12/16 01/01/16 $9,590,000 City of Kerrville TX Combination Tax and Revenue Certificates of Obligation, Series 2016 Competitive01/12/16 01/21/16 $9,200,000 City of Concord (NH) NH General Obligation Capital Improvement BondsCompetitive01/13/16 01/01/16 $90,685,000 Round Rock Independent School District TX School Building Bonds, Series 2016Negotiated01/13/16 01/01/16 $15,180,000 Frisco Community Development Corporation (TX) TX Sales Tax Revenue Bonds, Series 2016BNegotiated01/13/16 01/01/16 $21,690,000 Frisco Community Development Corporation (TX) TX Sales Tax Revenue Bonds, Series 2016ANegotiated01/13/16 01/28/16 $5,250,000 City of Taunton MA General Obligation State Qualified Refunding BondsCompetitive01/13/16 02/03/16 $5,015,000 New Hampshire Municipal Bond Bank NH 2016 Series A BondsCompetitive01/13/16 02/01/16 $4,765,000 Fort Bend County Municipal Utility District No. 146 TX Unlimited Tax Bonds, Series 2016Competitive01/14/16 02/02/16 $149,995,000 New Jersey Turnpike Authority NJ Turnpike Revenue Bonds, Series 2016 ANegotiated01/14/16 01/29/16 $2,220,163 Town of Saugus MA General Obligation Bond Anticipation Notes (renewal)Competitive01/15/16 01/22/16 $30,000,000 City of Quincy (MA) MA General Obligation Bond Anticipation Notes (renewal)Competitive01/19/16 01/15/16 $9,215,000 City of Gainesville (TX) TX General Obligation Refunding and Improvement Bonds, Series 2016 Competitive01/19/16 02/15/16 $9,690,000 City of Granbury TX Combination Tax and Revenue Certificates of Obligation, Series 2016A Competitive01/19/16 02/01/16 $3,080,000 City of Missouri City (TX) TX General Obligation Bonds, Series 2016Competitive01/19/16 02/01/16 $2,475,000 City of Missouri City (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2016 Competitive01/20/16 02/01/16 $266,840,000 Aldine Independent School District TX School Building and Refunding Bonds, Series 2016Negotiated01/20/16 02/15/16 $107,960,000 Rockwall Independent School District TX School Building Bonds, Series 2016Negotiated01/20/16 02/15/16 $19,765,000 Mabank Independent School District TXSchool Building and Refunding Bonds, Series 2016Negotiated01/20/16 02/17/16 $58,870,000 S.M. Educational Building Corporation (MS) MS Revenue Refunding Bonds, Series 2016 (Facilities Refinancing Project) Negotiated01/20/16 02/01/16 $7,575,000 Fort Bend County Municipal Utility District No. 151 TX Unlimited Tax Park Bonds, Series 2016Competitive01/20/16 02/18/16 $113,500,000 The Metropolitan District, Hartford County CT General Obligation Bond Anticipation NotesCompetitive01/20/16 01/28/16 $76,075,000 City of Newton (MA) MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive01/21/16 02/01/16 $7,085,000 Fort Bend County Levee Improvement District No. 7 TX Levee Improvement Refunding Bonds, Series 2016Negotiated01/21/16 02/01/16 $100,650,000 Board of Regents of the University of Houston System TX Consolidated Revenue and Refunding Bonds, Series 2016A Competitive01/21/16 02/01/16 $184,350,000 Board of Regents of the University of Houston System TX Consolidated Revenue and Refunding Bonds, Series 2016B (Taxable) Competitive01/21/16 01/29/16 $6,620,000 Town of Easton (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive01/21/16 02/04/16 $3,800,000 Town of Norwell MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive01/25/16 02/01/16 $224,743 Kaufman County Fresh Water Supply District No. 1-B TX Limited Tax Road Capital Appreciation Refunding Bonds, Series 2016 Negotiated01/25/16 02/01/16 $6,235,000 Kaufman County Fresh Water Supply District No. 1-B TX Limited Tax Road Refunding Bonds, Series 2016Negotiated01/27/16 02/10/16 $183,740,000 City of Kansas City (MO) MO Sanitary Sewer System Improvement and Refunding Revenue Bonds, Series 2016A Negotiated01/27/16 01/15/16 $2,060,000 Texline Independent School District (TX) TX Unlimited Tax School Building Bonds, Series 2016Competitive01/28/16 01/15/16 $5,570,000 City of Rockwall TX Combination Tax and Surplus Revenue Certificates of Obligation, Series 2016 Negotiated01/28/16 01/15/16 $78,355,000 City of Rockwall TX General Obligation Refunding and Improvement Bonds, Series 2016 Negotiated01/28/16 02/04/16 $117,590,000 Rhode Island Turnpike and Bridge Authority RI Motor Fuel Tax Revenue Bonds, Series 2016ANegotiated01/28/16 02/15/16 $3,135,000 Salado Independent School District TX Refunding Bonds, Series 2016Negotiated01/28/16 02/01/16 $29,470,000 City of WacoTX General Obligation Refunding Bonds, Series 2016Competitive01/28/16 02/01/16 $82,690,000 City of WacoTX Combination Tax and Revenue Certificates of Obligation, Series 2016 Competitive01/28/16 02/01/16 $9,000,000 Harris County Municipal Utility District No. 49 TX Waterworks and Sewer System Combination Unlimited Tax and Revenue Bonds, Series 2016 Competitive01/28/16 02/04/16 $14,262,000 City of New Bedford MA General Obligation State Qualified Municipal Purpose Loan of 2016 Bonds Competitive01/28/16 02/05/16 $1,311,844 City of New Bedford MA General Obligation Bond Anticipation Notes (renewal)Competitive01/28/16 02/05/16 $1,692,310 City of Pittsfield MA General Obligation Bond Anticipation Notes (renewal)Competitive01/28/16 02/11/16 $5,881,000 City of Pittsfield MA State Qualified General Obligation Municipal Purpose Loan of 2016 Bonds Competitive01/29/16 02/05/16 $13,125,000 City of Gloucester MA General Obligation Bond Anticipation Notes (new and renewal) Competitive02/01/16 02/15/16 $4,875,000 Hidalgo Independent School District TXRefunding Bonds, Series 2016ANegotiated02/01/16 02/15/16 $2,525,000 Hidalgo Independent School District TXRefunding Bonds, Series 2016BNegotiated02/02/16 02/01/16 $4,235,000 Kemp Independent School District TX Refunding Bonds, Series 2016Negotiated02/02/16 03/01/16 $2,085,000 Lakeside Water Control & Improvement District No. 2-C TX Refunding Bonds, Series 2016Negotiated02/02/16 03/08/16 $1,060,000 Eastmark Community Facilities District No. 1 (AZ) AZ Special Assessment Revenue Bonds, Series 2016 (Assessment District No. 5) Negotiated02/02/16 03/01/16 $4,000,000 Harris County Water Control and Improvement District No. 96 TX Unlimited Tax Bonds, Series 2016Competitive02/02/16 02/01/16 $8,770,000 City of Richland Hills TX General Obligation Bonds, Series 2016Competitive31 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience02/02/16 02/01/16 $28,530,000 Tarrant Regional Water District TX Water System Revenue Bonds, Series 2016Competitive02/02/16 02/19/16 $9,000,000 City of LynnMA General Obligation State Qualified School BondsCompetitive02/03/16 03/01/16 $6,960,000 Fort Bend County Municipal Utility District No. 116 TX Refunding Bonds, Series 2016ANegotiated02/03/16 03/01/16 $3,680,000 Lakeside Water Control & Improvement District No. 2-D TX Refunding Bonds, Series 2016Negotiated02/03/16 03/01/16 $2,900,000 Harris County Municipal Utility District No. 450 TX Refunding Bonds, Series 2016Negotiated02/03/16 03/01/16 $10,075,000 Harris County Municipal Utility District No. 390 TX Refunding Bonds, Series 2016Negotiated02/03/16 02/11/16 $11,903,000 City of Fall River MA General Obligation State Qualified Municipal Purpose Loan of 2016 Bonds Competitive02/03/16 02/12/16 $9,804,000 City of Fall River MA General Obligation Bond Anticipation Notes (new and renewal) Competitive02/03/16 03/01/16 $3,800,000 Harris County Water Control and Improvement District No. 132 TX Unlimited Tax Bonds, Series 2016Competitive02/04/16 02/18/16 $482,530,000 Dallas Area Rapid Transit TX Senior Lien Sales Tax Revenue Refunding Bonds, Series 2016A Negotiated02/04/16 03/01/16 $3,975,000 Harris County Municipal Utility District No. 104 TX Refunding Bonds, Series 2016Negotiated02/04/16 03/01/16 $1,810,000 Chambers County Improvement District No. 1 TX Tax and Revenue Refunding Bonds, Series 2016BNegotiated02/04/16 03/01/16 $2,955,000 Chambers County Improvement District No. 1 TX Road Refunding Bonds, Series 2016Negotiated02/04/16 03/01/16 $14,565,000 Chambers County Improvement District No. 1 TX Refunding Bonds, Series 2016ANegotiated02/04/16 03/01/16 $2,385,000 Fort Bend County Municipal Utility District No. 167 TX Unlimited Tax Bonds, Series 2016Competitive02/08/16 02/01/16 $9,210,000 Canyon Independent School District TX School Building and Refunding Bonds, Series 2016Negotiated02/09/16 02/15/16 $26,520,000 Joshua Independent School District TXRefunding Bonds, Series 2016Negotiated02/09/16 02/15/16 $114,620,000 Lamar Consolidated Independent School District TX Refunding Bonds, Series 2016ANegotiated02/09/16 03/01/16 $89,425,000 Magnolia Independent School DistrictTX Schoolhouse and Refunding Bonds, Series 2016Negotiated02/09/16 02/18/16 $33,025,000 The Metropolitan District, Hartford County CT General Obligation Bonds, Issue of 2016, Series ACompetitive02/10/16 03/01/16 $5,155,000 Fort Bend County Municipal Utility District No. 26 TX Refunding Bonds, Series 2016Negotiated02/10/16 03/08/16 $955,105,000 City of Houston (TX) TX Combined Utility System First Lien Revenue and Refunding Bonds, Series 2016B Negotiated02/10/16 02/18/16 $18,182,000 City of Everett (MA) MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive02/10/16 02/25/16 $3,413,000 City of Methuen MA General Obligation Bond Anticipation Notes (new money) Competitive02/11/16 03/01/16 $25,075,000 Van Independent School District TX School Building and Refunding Bonds, Series 2016Negotiated02/11/16 03/08/16 $8,215,000 Regents of The University of New Mexico NM Subordinate Lien System Refunding Revenue Bonds, Series 2016B Negotiated02/11/16 03/08/16 $160,290,000 Regents of The University of New Mexico NM Subordinate Lien System Refunding and Improvement Revenue Bonds, Series 2016A Negotiated02/11/16 02/15/16 $1,300,000 Corsicana Independent School DistrictTX Maintenance Tax Notes, Series 2016Competitive02/11/16 02/25/16 $29,000,000 Town of Rocky Hill CT General Obligation Bond Anticipation NotesCompetitive02/11/16 02/23/16 $16,920,000 City of Nashua NH General Obligation BondsCompetitive02/16/16 03/01/16 $4,475,000 Langham Creek Utility District TX Refunding Bonds, Series 2016Negotiated02/16/16 02/15/16 $4,200,000 City of Duncanville TX General Obligation Refunding Bonds, Series 2016Competitive02/17/16 03/01/16 $8,765,000 Fort Bend County Municipal Utility District No. 138 TX Refunding Bonds, Series 2016Negotiated02/17/16 03/01/16 $11,230,000 Fort Bend County Municipal Utility District No. 137 TX Refunding Bonds, Series 2016Negotiated02/17/16 03/01/16 $14,910,000 Fort Bend County Municipal Utility District No. 35 TX Refunding Bonds, Series 2016Negotiated02/17/16 03/01/16 $5,980,000 Pine Tree Independent School DistrictTX Refunding Bonds, Series 2016Negotiated02/17/16 02/25/16 $10,383,000 Town of Lexington (MA) MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive02/17/16 02/26/16 $1,128,905 Town of Lexington (MA) MA General Obligation Bond Anticipation Notes (new money & renewal) Competitive02/17/16 03/01/16 $6,000,000 City of Lawrence (MA) MA State Qualified General Obligation Deficit Financing Bond Anticipation Notes Competitive02/18/16 03/01/16 $15,330,000 Harris County Municipal Utility District No. 71 TX Refunding Bonds, Series 2016Negotiated02/18/16 03/01/16 $93,545,000 Waller Independent School District TXSchool Building and Refunding Bonds, Series 2016Negotiated02/18/16 02/26/16 $744,000 Town of Barnstable MA General Obligation Bond Anticipation Notes (renewals) Competitive02/18/16 02/26/16 $1,335,000 Town of Sharon (MA) MA General Obligation Refunding Bonds, Series A (Taxable) Competitive02/18/16 02/26/16 $8,030,000 Town of Sharon (MA) MA General Obligation Municipal Purpose Loan of 2016 Bonds, Series B Competitive02/18/16 02/25/16 $16,648,000 Town of Barnstable MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive02/19/16 03/03/16 $36,890,000 City of Hollywood FL Capital Improvement Revenue and Refunding Bonds, Series 2016A Negotiated02/22/16 03/01/16 $20,585,000 Harris County Municipal Utility District No. 419 (TX) TX Refunding Bonds, Series 2016Negotiated02/22/16 03/01/16 $3,270,000 Montgomery County Municipal Utility District No. 18 TX Refunding Bonds, Series 2016Negotiated02/22/16 02/15/16 $6,740,000 City of Kingsville TX Certificates of Obligation, Series 2016Competitive02/23/16 03/01/16 $10,280,000 Harris County Water Control and Improvement District No. 157 TX Refunding Bonds, Series 2016Negotiated02/23/16 03/15/16 $88,965,000 Friendswood Independent School District TX Refunding Bonds, Series 2016Negotiated02/23/16 03/15/16 $72,665,000 City of Missouri City (TX) TX General Obligation Refunding Bonds, Series 2016Negotiated02/23/16 03/15/16 $90,470,000 Snohomish School District No. 201 (WA) WA Unlimited Tax General Obligation Improvement and Refunding Bonds, 2016 Competitive02/23/16 03/03/16 $8,250,000 Town of Bedford (MA) MA General Obligation Refunding BondsCompetitive02/24/16 02/15/16 $5,415,000 City of North Richland Hills TX Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2016 Negotiated02/24/16 02/15/16 $3,130,000 City of North Richland Hills TX General Obligation Refunding Bonds, Series 2016Negotiated02/24/16 02/15/16 $49,510,000 Northwest Independent School District TX Refunding Bonds, Series 2016Negotiated02/24/16 02/15/16 $103,410,000 Plano Independent School District (TX) TX Refunding Bonds, Series 2016BNegotiated02/24/16 02/15/16 $199,950,000 Plano Independent School District (TX) TX Refunding Bonds, Series 2016ANegotiated02/24/16 03/01/16 $3,515,000 Fort Bend County Municipal Utility District No. 143 TX Refunding Bonds, Series 2015Negotiated02/24/16 03/01/16 $2,745,000 Harris County Municipal Utility District No. 341 TX Refunding Bonds, Series 2016Negotiated02/24/16 03/01/16 $18,370,000 Cinco Southwest Municipal Utility District No. 1 TX Contract Revenue Refunding Bonds, Series 2016Negotiated02/24/16 03/02/16 $20,000,000 City of East Providence RI General Obligation Tax Anticipation NotesNegotiated02/24/16 03/01/16 $2,200,000 Harris County Municipal Utility District No. 415 (TX) TX Unlimited Tax Bonds, Series 2016Competitive02/24/16 03/03/16 $13,035,000 Town of Wellesley MA General Obligation Refunding BondsCompetitive02/25/16 02/15/16 $146,530,000 Allen Independent School District TXRefunding Bonds, Series 2016Negotiated02/25/16 03/01/16 $71,090,000 Willis Independent School District TXSchool Building and Refunding Bonds, Series 2016Negotiated02/25/16 03/01/16 $704,314 Lake Worth Independent School District TX Refunding Capital Appreciation Bonds, Series 2016 (Maturity Value) Negotiated02/25/16 03/01/16 $7,830,000 Lake Worth Independent School District TX Refunding Bonds, Series 2016Negotiated02/25/16 03/09/16 $6,165,000 Town of Danvers MA General Obligation Refunding BondsCompetitive03/01/16 03/15/16 $13,515,000 City of Rowlett TX Special Assessment Revenue Bonds, Series 2016Negotiated03/01/16 03/30/16 $43,630,000 Alcorn State University Educational Building Corporation MS Revenue Refunding Bonds, Series 2016 (Facilities Refinancing Project) Negotiated03/01/16 04/01/16 $7,070,000 Harris County Municipal Utility District No. 157 TX Refunding Bonds, Series 2016Negotiated03/01/16 04/01/16 $17,865,000 Harris County Municipal Utility District No. 167 TX Refunding Bonds, Series 2016Negotiated03/01/16 03/11/16 $3,551,000 Town of East Bridgewater MA General Obligation Bond Anticipation Notes Unlimited Tax (renewals) Competitive32 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience03/02/16 02/15/16 $4,480,000 Greenwood Independent School DistrictTX Refunding Bonds, Series 2016Negotiated03/02/16 04/01/16 $4,135,000 Cinco Southwest Municipal Utility District No. 2 TX Road Refunding Bonds, Series 2016Negotiated03/02/16 04/01/16 $1,535,000 Willow Creek Farms Municipal Utility District TX Road Refunding Bonds, Series 2016Negotiated03/02/16 04/01/16 $2,825,000 Willow Creek Farms Municipal Utility District TX Refunding Bonds, Series 2016Negotiated03/02/16 03/17/16 $32,610,000 City of Greeley (CO) CO Water Revenue Refunding Bonds, Series 2016Competitive03/02/16 03/17/16 $30,000,000 Town of Carver MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive03/03/16 04/01/16 $9,255,000 Fort Bend County Municipal Utility District No. 123 TX Refunding Bonds, Series 2016Negotiated03/03/16 04/01/16 $5,330,000 Harris County Municipal Utility District No. 397 TX Refunding Bonds, Series 2016Negotiated03/03/16 03/18/16 $450,000 Town of Middleton (MA) MA General Obligation Bond Anticipation Notes (renewal)Competitive03/07/16 03/01/16 $14,290,000 City of PharrTX Combination Tax and Revenue Certificates of Obligation, Series 2016 Negotiated03/07/16 04/01/16 $3,680,000 Westlake Municipal Utility District No.1 TX Refunding Bonds, Series 2016Negotiated03/07/16 04/05/16 $1,725,000 City of Denison (TX) TX Combination Tax and Surplus Revenue Certificates of Obligation, Series 2016A Competitive03/08/16 04/01/16 $3,160,000 Grand Lakes Water Control and Improvement District TX Refunding Bonds, Series 2016Negotiated03/08/16 03/24/16 $140,000,000 City of Boston (MA) MA General Obligation Bonds, 2016 Series ACompetitive03/08/16 03/24/16 $8,100,000 City of Boston (MA) MA General Obligation Refunding Bonds, 2016 Series BCompetitive03/09/16 03/01/16 $85,575,000 Northside Independent School District TX Refunding Bonds, Series 2016Negotiated03/09/16 03/15/16 $38,235,000 Trinity River Authority of Texas TX Refunding Revenue Bonds, Series 2016Negotiated03/09/16 04/05/16 $12,620,000 City of Buckeye (AZ) AZ Exercise Tax Revenue Refunding Obligations, Series 2016 Negotiated03/10/16 04/01/16 $5,355,000 Harris County Water Control and Improvement District No. 96 TX Refunding Bonds, Series 2016Negotiated03/11/16 03/01/16 $36,485,000 North East Independent School District TX Refunding Bonds, Series 2016Negotiated03/14/16 04/01/16 $9,820,000 North Belt Utility District TX Unlimited Tax Bonds, Series 2016Competitive03/15/16 04/01/16 $2,565,000 Harris County Municipal Utility District No. 281 TX Refunding Bonds, Series 2016Negotiated03/15/16 04/01/16 $6,395,000 Trinity River Authority of Texas TX Denton Creek Regional Wastewater Treatment System Revenue Bonds, Series 2016 Negotiated03/15/16 04/01/16 $3,530,000 Newport Municipal Utility District TX Waterworks and Sewer System Combination Tax and Revenue Refunding Bonds, Series 2016 Negotiated03/15/16 04/20/16 $5,000 Newport Municipal Utility District TX Waterworks and Sewer System Combination Tax and Revenue Refunding Premium CABs, Series 2016 Negotiated03/15/16 03/24/16 $2,780,000 City of Newburyport MA General Obligation Refunding BondsCompetitive03/15/16 03/24/16 $3,709,000 County of Norfolk MA Bond Anticipation Notes (renewal)Competitive03/15/16 03/24/16 $15,800,000 City of Peabody (MA) MA General Obligation Bond Anticipation Notes (New Money and Renewal) Competitive03/15/16 03/29/16 $500,000 Town of Brookline MA General Obligation Bond Anticipation Notes (new money) Competitive03/15/16 03/29/16 $24,810,000 Town of Brookline MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive03/15/16 04/05/16 $2,820,000 Town of Cohasset MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive03/15/16 03/30/16 $3,805,000 Town of Scituate (MA) MA General Obligation Refunding BondsCompetitive03/15/16 04/14/16 $25,000,000 State of Hawaii (HI) HI Taxable General Obligation Bonds of 2016, Series FC (Bid Group A) Competitive03/15/16 03/23/16 $17,725,000 City of Peabody (MA) MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive03/15/16 04/14/16 $500,000,000 State of Hawaii (HI) HI General Obligation Bonds of 2016, Series FB (Bid Group B) Competitive03/16/16 04/01/16 $31,710,000 City of Sugar Land TX Waterworks and Sewer System Revenue and Refunding Bonds, Series 2016 Negotiated03/16/16 04/01/16 $4,000,000 Lower Kirby Pearland Management District (TX) TX Unlimited Tax Bonds, Series 2016Competitive03/16/16 03/24/16 $1,050,000 Town of Salisbury (MA) MA General Obligation Taxable Bond Anticipation Notes Series A (renewal) Competitive03/16/16 03/24/16 $7,056,344 Town of Salisbury (MA) MA General Obligation Bond Anticipation Notes Series B (renewal) Competitive03/16/16 04/01/16 $29,255,000 City of League City (TX) TX General Obligation Refunding Bonds, Series 2016Competitive03/17/16 03/29/16 $9,465,000 Atlanta Downtown Development Authority GA Revenue Bonds, Series 2016 (City Plaza Redevelopment Project) Negotiated03/17/16 04/01/16 $250,000 Harris County Municipal Utility District No. 26 TX Refunding Capital Appreciation Bonds, Series 2016A (Maturity Value) Negotiated03/17/16 04/01/16 $4,350,000 Harris County Municipal Utility District No. 26 TX Refunding Bonds, Series 2016ANegotiated03/17/16 04/01/16 $2,000,000 Trinity River Authority of Texas TX Mountain Creek Regional Wastewater System Revenue Bonds, Series 2016 Negotiated03/17/16 04/01/16 $22,970,000 City of Sugar Land TX General Obligation Refunding Bonds, Series 2016Negotiated03/17/16 03/01/16 $3,985,000 Combined Consumers Special Utility District (TX) TX Revenue Refunding and Improvement Bonds, Series 2016 Competitive03/17/16 03/24/16 $3,400,540 City of Methuen MA General Obligation Bond Anticipation Notes (new money) Competitive03/18/16 03/24/16 $23,000,000 City of Roseville (CA) CA Special Tax Bonds, Series 2016 (HP Campus Oaks Community Facilities District No. 1 (Public Facilities)) Negotiated03/21/16 03/01/16 $30,715,000 Cleveland Independent School District TX School Building Bonds, Series 2016Negotiated03/21/16 03/15/16 $40,565,000 City of Mesquite (TX) TX General Obligation Refunding and Improvement Bonds, Series 2016 Negotiated03/21/16 03/15/16 $15,785,000 City of Mesquite (TX) TX Waterworks and Sewer System Revenue Refunding and Improvement Bonds, Series 2016 Negotiated03/21/16 03/15/16 $11,815,000 City of Mesquite (TX) TX Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2016 Negotiated03/21/16 04/01/16 $3,705,000 Williamson County Municipal Utility District No. 10 TX Refunding Bonds, Series 2016Negotiated03/21/16 04/13/16 $14,010,000 Rockwall County TX Unlimited Tax Road Bonds, Series 2016Competitive03/21/16 05/01/16 $7,500,000 Independent School District No. 1 of Tulsa County (Tulsa) OK Building Bonds, Series 2016ACompetitive03/22/16 04/01/16 $7,580,000 Williamson County Municipal Utility District No. 11 TX Refunding Bonds, Series 2016Negotiated03/22/16 04/06/16 $20,475,000 City of MesaAZ General Obligation Refunding Bonds, Series 2016ANegotiated03/22/16 04/06/16 $138,035,000 City of MesaAZ Utility Systems Revenue Refunding Bonds, Series 2016 Negotiated03/22/16 04/12/16 $91,520,000 Board of Regents of the Texas A & M University System (TX) TX Revenue Financing System Bonds, Series 2016ANegotiated03/22/16 04/12/16 $325,575,000 Board of Regents of the Texas A & M University System (TX) TX Revenue Financing System Bonds, Series 2016BNegotiated03/22/16 04/12/16 $17,950,000 Beaufort County (SC) SC General Obligation Advanced Refunding Bonds, Series 2016A Competitive03/23/16 03/15/16 $1,509,971 Princeton Independent School DistrictTX Refunding Capital Appreciation Bonds, Series 2016 (Maturity Value) Negotiated03/23/16 03/15/16 $22,320,000 Princeton Independent School District TX Refunding Bonds, Series 2016Negotiated03/23/16 04/01/16 $3,595,000 Fort Bend County Levee Improvement District No. 10 TX Refunding Bonds, Series 2016Negotiated03/23/16 04/01/16 $5,380,000 Harris County Municipal Utility District No. 154 TX Refunding Bonds, Series 2016Negotiated03/23/16 04/06/16 $154,810,000 City and County of Denver CO Dedicated Tax Revenue Refunding and Improvement Bonds, Series 2016B Negotiated03/23/16 04/06/16 $242,500,000 City and County of Denver CO Dedicated Tax Revenue Refunding and Improvement Bonds, Series 2016A Negotiated03/23/16 04/13/16 $557,615,000 City of Houston (TX) TX Public Improvement Refunding Bonds, Series 2016ANegotiated03/23/16 04/15/16 $3,845,000 City of Marshall (TX) TX General Obligation Refunding Bonds, Series 2016Negotiated03/23/16 04/01/16 $27,170,153 City of Pittsfield MA General Obligation Bond Anticipation Notes (renewal)Competitive03/24/16 03/15/16 $5,385,000 Southside Independent School DistrictTX Refunding Bonds, Series 2016ANegotiated03/24/16 04/19/16 $45,735,000 Texas Water Development Board TX General Obligation Bonds, Series 2016A (Economically Distressed Areas Program) Negotiated03/24/16 03/15/16 $10,745,000 North Texas Municipal Water DistrictTX Lower East Fork Wastewater Interceptor System Contract Revenue Refunding Bondfs, Series 2016 Competitive03/24/16 03/15/16 $5,645,000 North Texas Municipal Water District TX Muddy Creek Regional Wastewater System Contract Revenue Refunding Bonds, Series 2016 Competitive03/24/16 04/05/16 $90,000,000 Municipality of Anchorage (AK) AK 2016 General Obligation Tax Anticiption NotesCompetitive33 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience03/29/16 04/01/16 $6,425,000 City of Celina (TX) TX Special Assessment Revenue Bonds, Series 2016Negotiated03/29/16 04/01/16 $3,235,000 City of Celina (TX) TX Special Assessment Revenue Bonds, Series 2016Negotiated03/29/16 04/01/16 $757,195,000 Houston Independent School DistrictTX Limited Tax Schoolhouse and Refunding Bonds, Series 2016A Negotiated03/29/16 04/12/16 $14,835,000 Manchester Essex Regional School District MA General Obligation Refunding BondsCompetitive03/30/16 04/15/16 $120,845,000 Denton County TX Permanent Improvement Refunding Bonds, Series 2016 Negotiated03/30/16 05/01/16 $4,300,000 Harris County Municipal Utility District No. 120 TX Refunding Bonds, Series 2016Negotiated03/30/16 05/03/16 $33,245,000 University of Mississippi Educational Building Corporation MS Revenue Refunding Bonds, Series 2016A (Facilities Refinancing Project) Negotiated03/30/16 04/15/16 $1,706,800 Town of Watertown (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive03/30/16 04/15/16 $5,660,000 Town of Watertown (MA) MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive03/31/16 04/15/16 $1,109,645 Town of Clinton (MA) MA General Obligation Bond Anticipation Notes (renewals) Competitive04/04/16 05/01/16 $4,615,000 Northwest Harris County Municipal Utility District No. 32 (TX) TX Refunding Bonds, Series 2016Negotiated04/05/16 04/01/16 $34,250,000 City of WylieTX General Obligation Refunding Bonds, Series 2016Negotiated04/05/16 04/01/16 $50,145,000 Denver City Independent School District TX School Building Bonds, Series 2016Negotiated04/05/16 04/01/16 $4,705,000 City of Richland Hills TX Combination Tax and Waterworks and Sewer System Revenue Certificates of Obligation, Series 2016 Negotiated04/05/16 04/01/16 $34,635,000 McKinney Independent School DistrictTX Refunding Bonds, Series 2016Negotiated04/05/16 04/01/16 $15,465,000 Denver City Independent School District TX Refunding Bonds, Series 2016Negotiated04/05/16 04/15/16 $53,350,000 Parker County TX Refunding Bonds, Series 2016Negotiated04/05/16 05/01/16 $6,725,000 Cinco Southwest Municipal Utility District No. 4 TX Refunding Bonds, Series 2016Negotiated04/05/16 04/15/16 $23,680,000 Texas State Technical College SystemTX Constitutional Appropriation Bonds, Series 2016Competitive04/05/16 04/15/16 $19,843,118 City of Revere MA General Obligation Bond Anticipation Notes (new and renewal) Competitive04/06/16 04/15/16 $2,325,000 Town of Killingly CT General Obligation Bonds, Issue of 2016, Series BNegotiated04/06/16 04/15/16 $8,635,000 Town of Killingly CT General Obligation Bonds, Issue of 2016, Series ANegotiated04/06/16 04/15/16 $20,225,000 Town of Flower Mound TX General Obligation Refunding Bonds, Series 2016Negotiated04/06/16 04/28/16 $18,305,000 New Hampshire Health and Education Facilities Authority (NH) NH Revenue Bonds, Kendal at Hanover Issue, Series 2016 Negotiated04/06/16 04/20/16 $19,250,000 City of Revere MA General Obligation State Qualified Refunding BondsCompetitive04/07/16 03/15/16 $19,790,000 City of El Paso (TX) TX Municipal Drainage Utility System Revenue Bonds, Series 2016 Negotiated04/07/16 04/01/16 $61,910,000 Tarrant Regional Water District TX Water Revenue Refunding Bonds, Series 2016ANegotiated04/07/16 04/21/16 $80,425,000 University of Connecticut CT General Obligation Refunding Bonds, 2016 Series ANegotiated04/07/16 04/21/16 $261,510,000 University of Connecticut CT General Obligation Bonds, 2016 Series ANegotiated04/07/16 04/21/16 $25,650,000 City of Kansas City (MO) MO Special Obligation Refunding Bonds, Series 2016C (Kansas City, Missouri Projects) Negotiated04/07/16 04/21/16 $31,125,000 City of Kansas City (MO) MO Special Obligation Bonds (Kansas City, Missouri Project), Series 2016B Negotiated04/07/16 04/21/16 $33,520,000 City of Kansas City (MO) MO Special Obligation Improvement and Refunding Bonds, Series 2016E (Downtown Arena Project) Negotiated04/07/16 04/21/16 $60,590,000 City of Kansas City (MO) MO Special Obligation Bonds (Kansas City, Missouri Project), Series 2016A Negotiated04/07/16 04/21/16 $182,910,000 City of Kansas City (MO) MO Special Obligation Refunding Bonds, Series 2016D (East Village Projects) Negotiated04/07/16 05/04/16 $22,935,000 City of MesaAZ General Obligation Refunding Bonds, Series 2016BNegotiated04/07/16 05/10/16 $1,545,000 Upper San Juan Health Service District CO Health Care Services Enterprise Improvement and Refunding Revenue Bonds, Series 2016B Negotiated04/07/16 05/10/16 $9,590,000 Upper San Juan Health Service District CO Health Care Services Enterprise Improvement and Refunding Revenue Bonds, Series 2016A Negotiated04/07/16 04/22/16 $640,000 Triton Regional School District MA General Obligation Taxable Bond Anticipation Notes, Series A (New money) Competitive04/07/16 04/22/16 $2,560,000 Triton Regional School District MA General Obligation Bond Anticipation Notes Series B (New money) Competitive04/07/16 04/22/16 $11,400,000 Greater Lowell Regional Vocational Technical School District (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive04/07/16 05/01/16 $1,550,000 Galveston County Municipal Utility District No. 30 TX Unlimited Tax Bonds, Series 2016Competitive04/11/16 04/01/16 $15,835,000 Northwest Dallas County Flood Control District (TX) TX Refunding Bonds, Series 2016Negotiated04/11/16 04/01/16 $8,510,000 City of Corsicana TX General Obligation Refunding and Improvement Bonds, Series 2016 Competitive04/11/16 04/01/16 $3,400,000 City of Woodway TX General Obligation Refunding Bonds, Series 2016Competitive04/11/16 04/01/16 $3,670,000 City of Woodway TX Combination Tax and Revenue Certificates of Obligation, Series 2016 Competitive04/12/16 04/01/16 $24,735,000 Clint Independent School District TX Refunding Bonds, Series 2016Negotiated04/12/16 04/22/16 $22,403,000 City of Beverly (MA) MA General Obligation Bond Anticipation Notes (new money and renewal) Competitive04/12/16 04/28/16 $10,375,000 City of Taunton MA General Obligation State Qualified Refunding BondsCompetitive04/12/16 04/28/16 $48,035,000 The Metropolitan District, Hartford County CT General Obligation Refunding Bonds, Issue of 2016, Series B Competitive04/13/16 04/01/16 $56,915,000 Texas State Technical College SystemTX Revenue Financing System Improvement and Refunding Bonds, Series 2016 Negotiated04/13/16 04/01/16 $33,585,000 Upper Trinity Regional Water District (TX) TX Regional Treated Water Supply System Revenue Refunding Bonds, Series 2016 Negotiated04/13/16 04/15/16 $56,020,000 Keller Independent School District TXRefunding Bonds, Series 2016BNegotiated04/13/16 04/15/16 $70,915,000 Keller Independent School District TXRefunding Bonds, Series 2016ANegotiated04/13/16 05/01/16 $4,700,000 Fort Bend County Municipal Utility District No. 133 TX Unlimited Tax Road Bonds, Series 2016Competitive04/13/16 04/21/16 $4,750,000 Town of Natick MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive04/13/16 04/29/16 $3,020,000 Town of Natick MA General Obligation Bond Anticipation Notes (new and renewal) Competitive04/14/16 04/01/16 $28,770,000 Pampa Independent School District TX Refunding Bonds, Series 2016Negotiated04/14/16 05/26/16 $60,300,000 Board of Regents for the Oklahoma Agricultural and Mechanical Colleges OK General Revenue Bonds, Series 2016A (Oklahoma State University) Negotiated04/18/16 04/15/16 $4,650,000 City of Burkburnett TX Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2016 Competitive04/19/16 04/15/16 $4,900,000 City of AubreyTX Combination Tax and Waterworks and Sewer System Revenue Certificates of Obligation, Series 2016 Negotiated04/19/16 05/01/16 $1,080,000 Galveston County Municipal Utility District No. 68 TX Unlimited Tax Bonds, Series 2016Competitive04/19/16 05/01/16 $1,970,000 City of Leon Valley (TX) TX Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2016 Competitive04/19/16 05/04/16 $158,930,000 City of Fort Lauderdale (FL) FL Water and Sewer Revenue and Revenue Refunding Bonds, Series 2016 Competitive04/20/16 04/15/16 $69,030,000 Northside Independent School District TX School Building Bonds, Series 2016Negotiated04/20/16 04/15/16 $73,545,000 Northside Independent School District TX Variable Rate School Building Bonds, Series 2016 (Mandatory Put Date : 06/01/2021) Negotiated04/20/16 05/01/16 $5,530,000 Harris County Municipal Utility District No. 358 TX Refunding Bonds, Series 2016Negotiated04/20/16 05/15/16 $204,201 Brock Independent School District TX Refunding Premium Capital Appreciation Bonds, Series 2016 Negotiated04/20/16 05/15/16 $12,915,000 Brock Independent School District TX Refunding Bonds, Series 2016Negotiated04/20/16 04/15/16 $2,165,000 City of CueroTX General Obligation Refunding Bonds, Series 2016Competitive04/20/16 05/03/16 $33,818,882 City of New Bedford MA General Obligation Bond Anticipation Notes (new money and renewals) Competitive04/20/16 05/05/16 $6,055,000 Shawsheen Valley Regional Vocational Technical School District MA General Obligation Athletic Field Bonds of 2016Competitive04/21/16 04/15/16 $1,510,000 City of Corinth (TX) TX General Obligation Refunding Bonds, Series 2016Negotiated04/21/16 04/15/16 $13,275,000 City of Corinth (TX) TX Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2016 Negotiated04/21/16 05/15/16 $84,215,000 Lewisville Independent School District TX Refunding Bonds, Series 2016BNegotiated04/21/16 05/15/16 $250,350,000 Lewisville Independent School District TX Refunding Bonds, Series 2016ANegotiated34 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience04/21/16 05/18/16 $24,145,000 City of Jacksonville (NC) NC Enterprise Systems Revenue Refunding Bonds, Series 2016 Negotiated04/21/16 05/04/16 $48,802,000 Town of Plymouth (MA) MA General Obligation Bond Anticipation Notes (new and renewal) Competitive04/25/16 04/15/16 $23,000,000 City of Richardson TX General Obligation Refunding and Improvement Bonds, Series 2016A Negotiated04/25/16 04/15/16 $6,945,000 City of Richardson TX Combination Tax and Revenue Certificates of Obligation, Series 2016 Negotiated04/25/16 04/15/16 $5,470,000 City of Richardson TX General Obligation Bonds, Series 2016BNegotiated04/25/16 05/01/16 $55,405,000 Arlington Higher Education Finance Corporation (TX) TX Education Revenue Bonds (Harmony Public Schools), Series 2016A Negotiated04/26/16 04/15/16 $67,195,000 City of Plano (TX) TX General Obligation Refunding and Improvement Bonds, Series 2016 Negotiated04/26/16 04/15/16 $24,775,000 City of Plano (TX) TX Waterworks and Sewer System Revenue Bonds, Series 2016 Negotiated04/26/16 05/01/16 $4,550,000 Fort Bend County Municipal Utility District No. 146 TX Refunding Bonds, Series 2016Negotiated04/26/16 06/02/16 $49,060,000 Rhode Island Infrastructure Bank RI Water Pollution Control Refunding Revenue Bonds, Series 2016 A Negotiated04/26/16 05/01/16 $1,300,000 Grand Oaks Municipal Utility DistrictTX Unlimited Tax Bonds, Series 2016Competitive04/26/16 05/01/16 $13,350,000 Montgomery County Municipal Utility District No. 112 TX Unlimited Tax Bonds, Series 2016Competitive04/26/16 05/06/16 $1,886,000 Town of Belmont MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive04/26/16 05/06/16 $27,600,000 Town of Belmont MA General Obligation Taxable Bond Anticipation Notes (new and renewal) Competitive04/26/16 05/01/16 $5,000,000 Pecan Grove Municipal Utility District TX Unlimited Tax Bonds, Series 2016Competitive04/27/16 04/15/16 $7,645,000 Denton County Fresh Water Supply District No. 6 TX Utility System Refunding Bonds, Series 2016Negotiated04/27/16 05/01/16 $3,165,000 Roscoe Collegiate Independent School District (TX) TX Refunding Bonds, Series 2016Negotiated04/27/16 05/15/16 $8,750,000 Joaquin Independent School District TXRefunding Bonds, Series 2016Negotiated04/27/16 05/12/16 $3,575,000 City of Atlanta (GA) GA Various Purpose General Obligation Bonds, Series 2016 Competitive04/28/16 04/15/16 $11,200,000 Pecos-Barstow-Toyah Independent School District TX Refunding Bonds, Series 2016Negotiated04/28/16 05/06/16 $238,200 Town of Wareham MA General Obligation Bond Anticipation Notes (renewal)Competitive04/29/16 05/10/16 $12,960,000 Okaloosa County FL Sales Tax Revenue Bonds, Series 2016Negotiated05/02/16 06/01/16 $3,425,000 Chelford City Municipal Utility District TX Waterworks and Sewer System Combination Unlimited Tax and Revenue Bonds, Series 2016 Competitive05/03/16 05/01/16 $13,230,000 Greenville Independent School District TX Refunding Bonds, Series 2016Negotiated05/03/16 05/01/16 $25,140,000 Socorro Independent School District TX Refunding Bonds, Series 2016Negotiated05/03/16 06/01/16 $4,425,000 Fort Bend County Municipal Utility District No. 134C TX Road Refunding Bonds, Series 2016Negotiated05/03/16 05/01/16 $20,210,000 City of Garland TX Combination Tax and Revenue Certificates of Obligation, Series 2016 Competitive05/03/16 05/01/16 $9,080,000 City of LufkinTX General Obligation Refunding Bonds, Series 2016Competitive05/03/16 06/02/16 $2,545,000 City of Farmers Branch TX Combination Tax and Revenue Certificates of Obligation, Series 2016 Competitive05/03/16 05/01/16 $122,415,000 Dallas County Community College District TX General Obligation Refunding Bonds, Series 2016Competitive05/03/16 05/20/16 $4,302,743 Town of Wakefield MA General Obligation Bond Anticipation Notes (renewal)Competitive05/03/16 05/20/16 $227,000 Southeastern Regional Vocational Technical School District MA General Obligation Bond Anticipation Notes (renewal)Competitive05/03/16 05/15/16 $20,810,000 City of Sugar Land TX Combination Tax and Revenue Certificates of Obligation, Series 2016 Competitive05/04/16 05/01/16 $4,910,000 City of EarlyTX General Obligation Refunding Bonds, Series 2016Negotiated05/04/16 06/01/16 $987,790,000 North Texas Tollway Authority TX System First Tier Revenue Refunding Bonds, Series 2016A Negotiated05/04/16 05/01/16 $7,215,000 Denton County Fresh Water Supply District No. 8-C TX Unlimited Tax Road Bonds, Series 2016Competitive05/04/16 05/25/16 $37,700,000 City of MesaAZ General Obligation Bonds, Series 2016Competitive05/04/16 05/25/16 $90,500,000 City of MesaAZ Utility Systems Revenue Bonds, Series 2016Competitive05/05/16 05/18/16 $16,670,000 Town of ErieCO Wastewater Enterprise Revenue Refunding Bonds, Series 2016 Negotiated05/05/16 06/01/16 $3,545,000 Emerald Forest Utility District TX Refunding Bonds, Series 2016Negotiated05/05/16 06/01/16 $4,060,000 Montgomery County Municipal Utility District No. 89 TX Unlimited Tax Bonds, Series 2016Competitive05/05/16 05/20/16 $741,000 Town of Hamilton MA General Obligation Grant Aid Anticipation Notes (new money) Competitive05/05/16 05/20/16 $13,550,000 Town of Franklin (MA) MA General Obligation Bond Anticipation Notes (renewal and new money) Competitive05/09/16 05/15/16 $24,500,000 City of McAllen TX Combination Tax and Assessment Revenue Certificates of Obligation, Series 2016 Negotiated05/10/16 05/01/16 $8,635,000 Decatur Independent School District TXRefunding Bonds, Series 2016Negotiated05/10/16 05/25/16 $18,535,000 Goodyear Community Facilities Utilities District No. 1 AZ General Obligation Refunding Bonds, Series 2016Negotiated05/10/16 06/01/16 $75,340,000 Fort Bend County TX Road and Refunding Bonds, Series 2016ANegotiated05/10/16 06/01/16 $94,420,000 Fort Bend County TX Limited Tax and Refunding Bonds, Series 2016BNegotiated05/10/16 05/24/16 $67,820,000 Public Utilities Commission of the City and County of San Francisco (CA) CA Wastewater Revenue Bonds, 2016 Series BCompetitive05/10/16 05/24/16 $240,580,000 Public Utilities Commission of the City and County of San Francisco (CA) CA Wastewater Revenue Bonds, 2016 Series A (Green Bonds) Competitive05/11/16 05/15/16 $40,560,000 Garland Independent School District TX Refunding Bonds, Series 2016Negotiated05/11/16 05/19/16 $30,555,000 City of Atlanta (GA) GA Tax Allocation Refunding Bonds, Series 2016 (Eastside Project) Negotiated05/11/16 05/25/16 $42,830,000 City of Westminster (CO) CO Water and Wastewater Utility Enterprise Water and Wastewater Revenue Bonds, Series 2016 Negotiated05/11/16 06/01/16 $4,270,000 Montgomery County Municipal Utility District No. 112 TX Refunding Bonds, Series 2016Negotiated05/11/16 06/14/16 $36,665,000 City of Santa Fe (NM) NM Water Utility System Refunding Revenue Bonds, Series 2016 Negotiated05/11/16 06/01/16 $6,000,000 Travis County Municipal Utility District No. 21 (TX) TX Unlimited Tax Bonds, Series 2016Competitive05/11/16 05/19/16 $9,955,000 Town of Concord (MA) MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive05/11/16 05/24/16 $3,455,000 Town of Eastham MA General Obligation Refunding Bonds Unlimited TaxCompetitive05/11/16 05/26/16 $2,758,000 City of Haverhill MA General Obligation State Qualified Municipal Purpose Loan of 2016 Bonds Competitive05/11/16 05/26/16 $6,887,977 Town of Tyngsborough MA General Obligation Bond Anticipation Notes (new and renewal) Competitive05/11/16 06/01/16 $1,500,000 City of Haverhill MA General Obligation State Aid Anticipation Notes new and renewal) Competitive05/11/16 06/01/16 $13,674,768 City of Haverhill MA General Obligation Bond Anticipation Notes new and renewal) Competitive05/11/16 06/02/16 $1,775,000 Town of Saugus MA General Obligation Bond Anticipation Notes (new money) Competitive05/12/16 05/01/16 $2,115,000 White Settlement Independent School District TX Refunding Bonds, Series 2016Negotiated05/12/16 05/25/16 $6,300,000 Town of Ledyard CT General Obligation Bond Anticipation NotesNegotiated05/12/16 05/25/16 $6,605,000 Town of Ledyard CT General Obligation Bonds, Issue of 2016, Series ANegotiated05/12/16 05/25/16 $9,315,000 Town of Ledyard CT General Obligation Refunding Bonds, Issue of 2016, Series B Negotiated05/12/16 05/27/16 $118,545,000 Southwest Higher Education Authority, Inc. TX Higher Education Revenue Bonds, Series 2016A (Southern Methodist University Project) Negotiated05/12/16 06/01/16 $4,650,000 Harris County Utility District No. 15 (TX) TX Refunding Bonds, Series 2016Negotiated05/12/16 06/01/16 $10,000,000 Higher Education Student Assistance Authority NJ Subordinate Student Loan Revenue Bonds, Series 2016-1B Negotiated05/12/16 06/01/16 $180,000,000 Higher Education Student Assistance Authority NJ Senior Student Loan Revenue Bonds, Series 2016-1ANegotiated05/12/16 06/01/16 $358,030,000 Central Texas Regional Mobility Authority TX Senior Lien Revenue Refunding Bonds, Series 2016Negotiated05/12/16 06/01/16 $2,000,000 Paseo Del Este Municipal Utility District No. 5 (TX) TX Unlimited Tax Bonds, Series 2016Competitive05/12/16 06/02/16 $10,850,000 Kentucky State Property and Buildings Commission (KY) KY Agency Fund Revenue Refunding Bonds, Project No. 113 Competitive05/12/16 05/27/16 $650,000 City of Medford (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive35 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience05/13/16 05/01/16 $23,560,000 Town of Addison TX General Obligation Refunding Bonds, Series 2016Negotiated05/13/16 06/02/16 $18,790,000 Rhode Island Infrastructure Bank RI Water Pollution Control Revolving Fund Revenue Bonds, Series 2016 B (Green Bonds) (Pooled Loan Issue) Negotiated05/16/16 06/01/16 $6,935,000 Harris County Municipal Utility District No. 96 TX Refunding Bonds, Series 2016Negotiated05/16/16 06/01/16 $4,025,000 City of Missouri City (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2016A Competitive05/17/16 05/15/16 $1,130,000 Upper Trinity Regional Water District (TX) TX Peninsula Water Reclamation Plant Revenue Bonds, Series 2016 Competitive05/17/16 05/27/16 $775,000 Town of West Boylston MA General Obligation Bond Anticipation Notes (new) (Unlimited Tax) Competitive05/17/16 06/02/16 $820,000 Town of Wellesley MA General Obligation Bond Anticipation Notes (new money) Competitive05/17/16 06/03/16 $3,200,000 City of Methuen MA General Obligation Taxable Bond Anticipation Notes (renewal) Competitive05/18/16 05/15/16 $121,260,000 City of El Paso (TX) TX General Obligation Refunding Bonds, Series 2016Negotiated05/18/16 06/01/16 $17,405,000 City of Pasadena (TX) TX General Obligation Refunding Bonds, Series 2016ANegotiated05/18/16 06/01/16 $343,975,000 Metropolitan Government of Nashville and Davidson County (TN) TN General Obligation Refunding Bonds, Series 2016Negotiated05/18/16 06/07/16 $11,540,000 City of Goodyear AZ Subordinate Lien Water and Sewer Revenue and Refunding Obligations, Series 2016 Negotiated05/18/16 05/27/16 $3,463,902 City of Newburyport MA General Obligation Bond Anticipation Notes Series B (new money) Competitive05/18/16 05/27/16 $400,000 City of Newburyport MA General Obligation Taxable Bond Anticipation Notes Series A (new money) Competitive05/18/16 06/02/16 $24,255,000 City of Nashua NH General Obligation Refunding BondsCompetitive05/18/16 06/09/16 $9,990,000 Upper Blackstone Water Pollution Abatement District MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive05/19/16 05/15/16 $70,550,000 Fort Bend Independent School District TX Refunding Bonds, Series 2016 ANegotiated05/19/16 06/01/16 $4,960,000 Gary Independent School District TX Refunding Bonds, Series 2016Negotiated05/19/16 06/01/16 $3,607,450 City of Lawrence (MA) MA State Qualified General Obligation Deficit Financing Bond Anticipation Notes Competitive05/20/16 05/15/16 $59,000 Millsap Independent School District TX Refunding Premium Capital Appreciation Bonds, Series 2016 Negotiated05/20/16 05/15/16 $2,290,000 Millsap Independent School District TXRefunding Bonds, Series 2016Negotiated05/23/16 05/15/16 $1,455,000 City of Kaufman TX General Obligation Refunding Bonds, Series 2016Competitive05/23/16 05/15/16 $3,990,000 City of Kaufman TX Combination Tax and Surplus Revenue Certificates of Obligation, Series 2016A Competitive05/23/16 05/15/16 $2,130,000 City of Kaufman TX Combination Tax and Surplus Revenue Certificates of Obligation, Taxable Series 2016B Competitive05/24/16 05/15/16 $21,565,000 Crowley Independent School District TX Refunding Bonds, Series 2016ANegotiated05/24/16 05/15/16 $77,685,000 Crowley Independent School District TX Refunding Bonds, Series 2016BNegotiated05/24/16 06/01/16 $56,615,000 North East Texas Regional Mobility Authority (TX) TX Subordinate Lien Revenue Bonds, Series 2016BNegotiated05/24/16 06/01/16 $124,735,000 North East Texas Regional Mobility Authority (TX) TX Senior Lien Revenue Bonds, Series 2016ANegotiated05/24/16 06/01/16 $28,930,000 City of Denton (TX) TX General Obligation Refunding and Improvement Bonds, Series 2016 Competitive05/24/16 06/01/16 $83,305,000 City of Denton (TX) TX Certificates of Obligation, Series 2016Competitive05/24/16 06/02/16 $6,511,000 Town of Braintree MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive05/24/16 06/07/16 $1,176,167 City of Melrose (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive05/24/16 06/15/16 $7,310,000 Town of Franklin (MA) MA General Obligation Refunding BondsCompetitive05/25/16 05/15/16 $72,065,000 Alamo Community College District TX Limited Tax Refunding Bonds, Series 2016Negotiated05/25/16 06/01/16 $5,200,000 Harris County Municipal Utility District No. 11 TX Warerworks and Sewer System Combination Tax Revenue Refunding Bonds, Series 2016 Negotiated05/25/16 05/15/16 $164,945,000 City of Fort Worth (TX) TX General Purpose Refunding and Improvement Bonds, Series 2016 Competitive05/25/16 05/15/16 $17,505,000 City of Fort Worth (TX) TX Drainage Utiilty System Revenue Refunding Bonds, Series 2016 Competitive05/25/16 05/15/16 $75,890,000 City of Fort Worth (TX) TX Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2016 Competitive05/25/16 06/01/16 $2,975,000 City of Alamo Heights TX General Obligation Refunding Bonds, Series 2016Competitive05/25/16 06/03/16 $60,000 Town of Norwood MA General Obligation Bond Anticipation Notes (new money) Competitive05/25/16 06/07/16 $4,825,000 City of Northampton MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive05/25/16 06/16/16 $8,683,000 Town of North Reading MA General Obligation Bond Anticipation Notes (new money) Competitive05/25/16 06/24/16 $60,000 Town of Rowley MA General Obligation Bond Anticipation Notes (renewal)Competitive05/26/16 06/14/16 $62,685,000 City of Greenville (NC) NC Greenville Utilities Commission Combined Enterprise System Revenue Bonds, Series 2016 Negotiated05/26/16 06/08/16 $1,000,000 Town of Ipswich MA General Obligation Recreation Bonds, Series A (Subject Federal and Massachuetts Income Taxation) Competitive05/26/16 06/08/16 $3,395,000 Town of Ipswich MA General Obligation Municipal Purpose Loan of 2016 Bonds, Series B Competitive05/26/16 06/08/16 $300,000 Town of Ipswich MA General Obligation Bond Anticipation Notes, Series A (new money) Competitive05/26/16 06/09/16 $5,320,000 Town of Wellesley MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive05/26/16 06/16/16 $115,000 Town of Walpole MA General Obligation Bond Anticipation Notes (new money) Competitive05/26/16 06/17/16 $225,000 Town of Plainville (MA) MA General Obligation Bond Anticipation Notes (renewal)Competitive05/26/16 06/17/16 $3,648,307 Essex North Shore Agricultural and Technical School District MA General Obligation Bond Anticipation Notes (renewal)Competitive05/31/16 06/10/16 $1,129,401 Town of Bolton (MA) MA General Obligation Bond Anticipation Notes (new and renewal) Competitive05/31/16 06/16/16 $1,153,860 Town of Needham MA General Obligation Taxable Bond Anticipation Notes Series A (new money) Competitive05/31/16 06/16/16 $6,645,000 Town of Needham MA General Obligation Refunding Bonds (Unlimited Tax)Competitive05/31/16 06/16/16 $9,285,000 Town of Needham MA General Obligation Bond Anticipation Notes Series B (new money) Competitive05/31/16 06/17/16 $5,720,000 Town of Scituate (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive05/31/16 06/24/16 $17,109,200 City of Waltham (MA) MA General Obligation Bond Anticipation Notes (new money and renewal) Competitive05/31/16 06/24/16 $1,843,682 Hamilton-Wenham Regional School District MA General Obligation Bond Anticipation Notes (new money and renewal) Competitive06/01/16 06/01/16 $8,580,000 Frenship Independent School District TX Refunding Bonds, Series 2016Negotiated06/01/16 06/01/16 $6,780,000 Bushland Independent School District TX Refunding Bonds, Series 2016Negotiated06/01/16 06/09/16 $3,400,000 Town of Warren (RI) RI General Obligation Bonds, 2016 Series ANegotiated06/01/16 06/29/16 $17,665,000 City of El Paso Downtown Development Corporation (TX) TX Special Revenue Refunding Bonds, Series 2016 (Downtown Ballpark Venue Project) Negotiated06/01/16 07/01/16 $2,670,000 Harris County Municipal Utility District No. 282 TX Unlimited Tax Bonds, Series 2016Competitive06/01/16 06/16/16 $17,090,000 Town of Holden MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive06/01/16 06/16/16 $25,124,000 City of Marlborough MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive06/01/16 06/17/16 $18,654,000 City of Marlborough MA General Obligation Bond Anticipation Notes (new money and renewal) Competitive06/01/16 06/17/16 $7,000,000 Town of Holden MA General Obligation Bond Anticipation Notes (renewals) Competitive06/01/16 06/10/16 $18,168,551 City of Somerville MA General Obligation Bond Anticipation Notes Series A (renewal) Competitive06/01/16 06/10/16 $26,831,449 City of Somerville MA General Obligation Bond Anticipation Notes Series B (new money and renewal) Competitive06/01/16 06/15/16 $2,250,000 Regional School District No. 6 of the State of Connecticut CT Bond Anticipation NotesCompetitive06/01/16 06/10/16 $5,164,587 City of Springfield (MA) MA Series B General Obligation Bond Anticipation NotesCompetitive06/01/16 06/10/16 $20,935,992 City of Springfield (MA) MA Series A General Obligation Bond Anticipation Notes (renewal and new money) Competitive06/01/16 06/10/16 $1,591,332 City of Springfield (MA) MA General Obligation State Aid Anticipation Notes (Subject to Federal and Massachusetts Income Taxation Competitive06/01/16 06/10/16 $615,762 City of Springfield (MA) MA General Obligation Federal Aid Anticipation Notes, (renewal and new money) Competitive06/02/16 05/15/16 $14,625,000 Midland County TX General Obligation Refunding Bonds, Series 2016Negotiated36 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience06/02/16 06/01/16 $5,070,000 Weatherford Independent School District TX Maintenance Tax Notes, Series 2016Negotiated06/02/16 06/01/16 $84,205,000 City of El Paso (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2016 Negotiated06/02/16 06/01/16 $175,305,000 City of El Paso (TX) TX General Obligation Bonds, Series 2016Negotiated06/02/16 06/15/16 $80,120,000 Spring Independent School District (TX) TX Refunding Bonds, Series 2016Negotiated06/02/16 06/15/16 $3,895,000 City of HasletTX General Obligation Refunding Bonds, Series 2016Negotiated06/02/16 06/16/16 $32,160,000 Georgia Municipal Association, Inc. (GA) GA Installment Sale Program Certificates of Participation (City of Court of Atlanta Project), Refunding Series 2016 Negotiated06/02/16 06/10/16 $2,825,000 Town of Hamilton MA General Obligation Refunding BondsCompetitive06/02/16 06/10/16 $13,406,017 Town of Lexington (MA) MA General Obligation Bond Anticipation Notes (new money & renewal) Competitive06/02/16 06/15/16 $1,790,000 Town of Clinton (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive06/02/16 06/16/16 $6,000,000 Town of Arlington (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive06/02/16 06/23/16 $4,423,000 Town of Harvard MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive06/02/16 06/24/16 $1,517,600 Town of Harvard MA General Obligation Bond Anticipation NotesCompetitive06/03/16 06/30/16 $15,000,000 Connecticut Higher Education Supplemental Loan Authority CT State Supported Revenue Bonds, 2016 Series A (Chesla Loan Program) Negotiated06/03/16 07/13/16 $8,850,000 Murrieta Finance Authority CA Local Agency Refunding Bonds, Series 2016BNegotiated06/06/16 06/01/16 $10,880,000 City of Lewisville TX Waterworks and Sewer System Revenue Refunding and Improvement Bonds, Series 2016 Negotiated06/06/16 06/01/16 $15,300,000 City of Lewisville TX General Obligation Refunding and Improvement Bonds, Series 2016 Negotiated06/06/16 06/01/16 $29,570,000 City of Burleson TX General Obligation Refunding and Improvement Bonds, Series 2016 Negotiated06/06/16 06/01/16 $9,605,000 City of Burleson TX Combination Tax and Revenue Certificates of Obligation, Series 2016 Negotiated06/06/16 06/01/16 $8,670,000 City of Lewisville TX Tax Notes, Series 2016Negotiated06/06/16 07/01/16 $388,359 Denton County Fresh Water Supply District No. 10 TX Road Refunding Capital Apppreciation Bonds, Series 2016 Negotiated06/06/16 07/01/16 $3,590,000 Denton County Fresh Water Supply District No. 10 TX Road Refunding Bonds, Series 2016Negotiated06/06/16 07/01/16 $6,415,000 Denton County Fresh Water Supply District No. 10 TX Refunding Bonds, Series 2016Negotiated06/07/16 06/22/16 $16,125,000 City and County of San Francisco (CA) CA Certificates of Participation, Series 2016ANegotiated06/07/16 06/22/16 $59,675,000 State of Maine (ME) ME General Obligation Bonds, 2016 Series BCompetitive06/07/16 06/22/16 $38,030,000 State of Maine (ME) ME General Obligation Bonds, 2016 Series A (Federally Taxable) Competitive06/07/16 06/15/16 $19,485,000 City of Weslaco TX Limited Tax Refunding Bonds, Series 2016Competitive06/07/16 06/17/16 $2,410,000 Town of Groveland (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive06/07/16 06/17/16 $90,000 Town of Salisbury (MA) MA General Obligation Taxable Bond Anticipation Notes Series A (new money) Competitive06/07/16 06/17/16 $1,400,000 Town of Salisbury (MA) MA General Obligation Bond Anticipation Notes Series B (new money) Competitive06/07/16 06/17/16 $100,000 Town of Salisbury (MA) MA General Obligation Grant Aid Anticipation NotesCompetitive06/07/16 06/21/16 $1,917,209 Town of Barnstable MA General Obligation Bond Anticipation Notes (new money) Competitive06/07/16 06/21/16 $5,245,000 Town of Barnstable MA General Obligation Refunding BondsCompetitive06/07/16 07/07/16 $35,750,000 City of Deltona FL Capital Improvement Revenue Refunding Bonds Series 2016 Competitive06/07/16 06/17/16 $5,468,000 Town of Andover (MA) MA General Obligation Bond Anticipation Notes (new and renewal) Competitive06/07/16 06/24/16 $11,801,459 Town of Framingham MA General Obligation Bond Anticipation Notes (new money) Competitive06/08/16 07/01/16 $7,645,000 Fort Bend County Municipal Utility District No. 117 TX Refunding Bonds, Series 2016Negotiated06/08/16 07/01/16 $4,720,000 City of Bridgeport (TX) TX General Obligation Refunding Bonds, Series 2016Negotiated06/08/16 06/17/16 $2,227,971 Town of Lynnfield MA General Obligation Bond Anticipation Notes (renewals) Competitive06/08/16 06/17/16 $3,430,000 Town of Northborough MA General Obligation Bond Anticipation Notes (new money and renewal) Competitive06/08/16 06/23/16 $2,890,000 Town of Westwood MA General Obligation Bond Anticipation Notes (new money) Competitive06/08/16 06/24/16 $650,000 Town of Princeton MA General Obligation Bond Anticipation Notes (new money) Competitive06/08/16 07/14/16 $46,420,000 New Hampshire Municipal Bond Bank NH 2016 Series B BondsCompetitive06/09/16 06/15/16 $23,110,000 City of McAllen TX Waterworks and Sewer System Revenue Refunding Bonds, Series 2016 Negotiated06/09/16 06/23/16 $6,300,000 Town of Middletown (RI) RI General Obligation Refunding Bonds, 2016 Series ANegotiated06/09/16 07/01/16 $25,720,000 City of College Station TX Certificates of Obligation, Series 2016Competitive06/09/16 07/01/16 $40,890,000 City of College Station TX General Obligation Improvement and Refunding Bonds, Series 2016 Competitive06/09/16 06/21/16 $4,062,627 City of Lowell (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive06/09/16 06/24/16 $3,443,000 Town of Harwich MA General Obligation Bond Anticipation Notes (new money and renewal) Competitive06/09/16 06/22/16 $620,000 Town of Wareham MA State House Serial Loan NotesCompetitive06/09/16 06/23/16 $35,501,726 Town of Nantucket MA General Obligation Bond Anticipation Notes (new and renewal) Competitive06/09/16 06/17/16 $7,421,383 City of Quincy (MA) MA General Obligation State Aid Anticipation Notes (new money) Competitive06/09/16 06/17/16 $34,039,830 City of Quincy (MA) MA General Obligation Bond Anticipation Notes (renewal and new money) Competitive06/10/16 07/12/16 $530,105,000 Harris County (TX) TX Toll Road Senior Lien Revenue Refunding Bonds, Series 2016A Negotiated06/13/16 06/01/16 $8,480,000 Forsan Independent School District TX Refunding Bonds, Series 2016Negotiated06/13/16 06/28/16 $23,360,000 Town of Foxborough MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive06/14/16 06/15/16 $7,980,000 Stamford Independent School District TX Refunding Bonds, Series 2016Negotiated06/14/16 06/30/16 $69,885,000 City of Memphis (TN) TN General Improvement Bonds, Series 2016Competitive06/14/16 06/23/16 $9,395,000 City of Fitchburg (MA) MA General Obligation State Qualified Municipal Purpose Loan of 2016 Bonds Competitive06/14/16 06/23/16 $7,000,000 City of Portsmouth (NH) NH General Obligation Bond Anticipation Notes (Federally Taxable) Competitive06/14/16 06/24/16 $2,500,000 City of Fitchburg (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive06/14/16 06/24/16 $2,515,000 Town of Bellingham MA General Obligation Bond Anticipation Notes (new money and renewal) Competitive06/14/16 06/24/16 $1,850,000 Town of Sandwich MA General Obligation Bond Anticipation NotesCompetitive06/14/16 06/28/16 $25,395,000 Town of Winchester (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive06/14/16 06/29/16 $450,000 Town of Shrewsbury MA General Obligation Bond Anticipation Notes (new money) Competitive06/14/16 06/23/16 $8,630,000 City of Portsmouth (NH) NH General Obligation Refunding Bonds, Series ACompetitive06/14/16 06/23/16 $24,080,000 City of Portsmouth (NH) NH General Obligation Capital Improvement Loan of 2016 Bonds, Series B Competitive06/15/16 06/29/16 $500,955,000 New York State Environmental Facilities Corporation NY State Clean Water and Drinking Water Revolving Funds Revenue Bonds, Series 2016A Negotiated06/15/16 07/01/16 $7,890,000 Elysian Fields Independent School District TX Refunding Bonds, Series 2016Negotiated06/15/16 07/01/16 $7,145,000 Montgomery County Municipal Utility District No. 94 TX Refunding Bonds, Series 2016Negotiated06/15/16 07/14/16 $18,555,000 Roseville Finance Authority CA Special Tax Revenue Refunding Bonds, Series 2016Negotiated06/15/16 06/24/16 $2,500,000 Town of Manchester By-The-Sea MA General Obligation Bond Anticipation Notes (new money) Competitive06/15/16 06/28/16 $2,600,000 Town of West Springfield MA General Obligation Bond Anticipation Notes (new money) Competitive06/15/16 06/30/16 $866,383 Town of Eastham MA General Obligation State Aid Anticipation NotesCompetitive06/15/16 06/30/16 $5,053,000 City of Holyoke MA General Obligation Bond Anticipation Notes (new and renewal) Competitive06/15/16 06/30/16 $5,700,000 Town of Eastham MA General Obligation Bond Anticipation NotesCompetitive37 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience06/15/16 06/28/16 $2,267,000 City of Salem (MA) MA General Obligation State Aid Anticipation NotesCompetitive06/15/16 06/28/16 $8,635,650 City of Salem (MA) MA General Obligation Bond Anticipation NotesCompetitive06/16/16 07/01/16 $2,250,000 Fort Bend County Municipal Utility District No. 167 TX Refunding Bonds, Series 2016ANegotiated06/16/16 07/01/16 $4,435,000 Fort Bend County Municipal Utility District No. 167 TX Road Refunding Bonds, Series 2016Negotiated06/16/16 06/15/16 $2,540,000 City of Sansom Park (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2016 Competitive06/16/16 06/29/16 $550,000,000 State of Illinois (IL) IL General Obligation Bonds, Series of June 2016Competitive06/16/16 06/29/16 $1,181,000 Town of East Longmeadow MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive06/16/16 06/29/16 $1,989,000 Town of Stoughton MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive06/16/16 06/30/16 $6,449,000 Town of Stoughton MA General Obligation Bond Anticipation Notes (new money & renewal) Competitive06/16/16 07/01/16 $2,285,000 Cape Ann Transportation Authority MA General Obligation Revenue Anticipation NotesCompetitive06/16/16 06/27/16 $1,905,000 Town of Brookfield (CT) CT General Obligation Bond Anticipation Notes Series (Federally Taxable) Competitive06/16/16 06/24/16 $14,675,000 Town of Hanover (MA) MA General Obligation Refunding BondsCompetitive06/16/16 06/24/16 $1,388,159 Town of Hanover (MA) MA General Obligation Bond Anticipation Notes (new money and renewals) Competitive06/17/16 06/24/16 $677,975 Town of Webster (MA) MA General Obligation Bond Anticipation Notes (renewals) Competitive06/20/16 06/15/16 $38,290,000 City of Waxahachie TX General Obligation Refunding Bonds, Series 2016BNegotiated06/20/16 06/15/16 $20,625,000 City of Waxahachie TX Combination Tax and Revenue Certificates of Obligation, Series 2016 Negotiated06/20/16 06/15/16 $27,205,000 City of Waxahachie TX General Obligation Refunding Bonds, Series 2016ANegotiated06/20/16 06/15/16 $5,785,000 City of Canyon TX General Obligation Bonds, Series 2016Competitive06/20/16 06/29/16 $2,975,000 City of Chicopee MA General Obligation Bond Anticipation Notes (new money) Competitive06/21/16 07/20/16 $41,680,000 Yakima School District No. 7 (WA) WA Unlimited Tax General Obligation Refunding Bonds, 2016 Competitive06/21/16 07/01/16 $17,635,000 City of Baytown TX Combination Tax and Revenue Certificates of Obligation, Series 2016 Competitive06/21/16 07/01/16 $35,530,000 City of Baytown TX General Obligation Refunding Bonds, Series 2016Competitive06/21/16 06/15/16 $12,385,000 Denton County Fresh Water Supply District No. 7 TX Unlimited Tax Road and Refunding Bonds Series 2016 Competitive06/21/16 06/28/16 $8,680,000 Town of Reading MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive06/21/16 06/29/16 $761,000 City of Newton (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive06/21/16 06/30/16 $9,811,754 City of Woburn MA General Obligation Bond Anticipation Notes (new and renewal) Competitive06/21/16 06/30/16 $7,000,000 Merrimack Valley Regional Transit Authority MA General Obligation Revenue Anticipation NotesCompetitive06/22/16 06/15/16 $120,615,000 City of FriscoTX General Obligation Refunding and Improvement Bonds, Series 2016 Negotiated06/22/16 06/15/16 $17,065,000 City of FriscoTX Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2016A Negotiated06/22/16 06/15/16 $76,625,000 Richardson Independent School District TX School Building Bonds, Series 2016Negotiated06/22/16 06/15/16 $20,500,000 City of FriscoTX Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2016B Negotiated06/22/16 07/01/16 $18,375,000 Northwest Harris County Municipal Utility District No. 5 TX Refunding Bonds, Series 2016Negotiated06/22/16 07/07/16 $230,000,000 City of Houston (TX) TX Tax and Revenue Anticipation Notes, Series 2016Competitive06/22/16 06/30/16 $6,600,000 City of Brockton MA General Obligation Bond Anticipation Notes (new money) Competitive06/22/16 06/30/16 $1,200,000 City of Taunton MA General Obligation Bond Anticipation Notes (new money) Competitive06/22/16 06/30/16 $4,427,091 City of Pittsfield MA General Obligation Bond Anticipation Notes (new money) Competitive06/22/16 06/30/16 $600,000 City of Gardner (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive06/22/16 06/30/16 $7,520,000 City of Gloucester MA General Obligation Bond Anticipation Notes (new money) Competitive06/22/16 07/01/16 $4,205,000 Harris County Municipal Utility District No. 434 (TX) TX Unlimited Tax Bonds, Series 2016Competitive06/22/16 07/01/16 $23,915,000 City of Harlingen TX General Obligation Refunding Bonds, Series 2016Competitive06/22/16 07/14/16 $44,485,000 Citrus County (FL) FL Water and Wastewater System Revenue and Revenue Refunding Bonds, Series 2016 Competitive06/23/16 07/01/16 $46,475,000 Arlington Independent School District TX Refunding Bonds, Series 2016BNegotiated06/23/16 07/01/16 $109,420,000 Arlington Independent School District TX School Building Bonds, Series 2016ANegotiated06/23/16 07/01/16 $5,182,076 Arlington Independent School DistrictTX Refunding Capital Appreciation Bonds, Series 2016CNegotiated06/23/16 07/01/16 $16,575,000 Arlington Independent School District TX Refunding Bonds, Series 2016CNegotiated06/23/16 07/01/16 $17,260,000 Wall Independent School District TX School Building Bonds, Series 2016Negotiated06/23/16 07/07/16 $170,245,000 City of Dallas (TX) TX Waterworks and Sewer System Revenue Refunding Bonds, Series 2016B Negotiated06/23/16 07/07/16 $370,100,000 City of Dallas (TX) TX Waterworks and Sewer System Revenue Refunding Bonds, Series 2016A Negotiated06/23/16 07/13/16 $5,410,000 Festival Ranch Community Facilities District (City of Buckeye) (AZ) AZ General Obligation Bonds, Series 2016Negotiated06/23/16 07/15/16 $8,385,000 Ore City Independent School District TX Refunding Bonds, Series 2016Negotiated06/23/16 06/30/16 $10,000,000 Worcester Regional Transit AuthorityMA Revenue Anticipation NotesCompetitive06/27/16 07/01/16 $32,180,000 Godley Independent School District TXSchool Building Bonds, Series 2016Negotiated06/27/16 07/01/16 $7,000,000 Harris County Municipal Utility District No. 529 (TX) TX Unlimited Tax Bonds, Series 2016Competitive06/27/16 06/01/16 $6,795,000 City of Balch Springs TX Combination Tax and Surplus Revenue Refunding Bonds, Series 2016 Competitive06/27/16 07/15/16 $12,200,000 City of Mont Belvieu TX Tax and Revenue Certificates of Obligation, Series 2016 Competitive06/28/16 06/15/16 $4,935,000 Poteet Independent School District TX Refunding Bonds, Series 2016Negotiated06/28/16 07/01/16 $6,420,000 Galveston County Municipal Utility District No. 46 TX Refunding Bonds, Series 2016Negotiated06/28/16 07/01/16 $544,260,000 City of San Antonio TX Electric and Gas Systems Revenue Refunding Bonds, New Series 2016 Negotiated06/28/16 07/14/16 $1,310,000 State of Texas (TX) TX General Obligation Water Financial Assistance and Refunding Bonds, Series 2016C-2 Negotiated06/28/16 07/14/16 $11,550,000 State of Texas (TX) TX General Obligation Water Financial Assistance and Refunding Bonds, Series 2016D Negotiated06/28/16 07/14/16 $18,950,000 State of Texas (TX) TX General Obligation Water Financial Assistance and Refunding Bonds, Series 2016B-3 Negotiated06/28/16 07/14/16 $28,815,000 State of Texas (TX) TX General Obligation Water Financial Assistance and Refunding Bonds, Series 2016C-1 Negotiated06/28/16 07/14/16 $58,555,000 State of Texas (TX) TX General Obligation Water Financial Assistance and Refunding Bonds, Series 2016B-1 Negotiated06/28/16 07/15/16 $52,845,000 City of Pflugerville TX Limited Tax and Refunding Bonds, Series 2016Negotiated06/28/16 07/15/16 $1,565,000 City of Pflugerville TX Combination Tax and Limited Revenue Certificates of Obligation, Series 2016C Negotiated06/28/16 07/15/16 $5,940,000 City of Pflugerville TX Combination Tax and Limited Revenue Certificates of Obligation, Series 2016B Negotiated06/28/16 07/15/16 $8,630,000 City of Pflugerville TX Combination Tax and Limited Revenue Certificates of Obligation, Series 2016A Negotiated06/28/16 07/20/16 $176,860,000 Board of Regents of the Texas A & M University System (TX) TX Revenue Financing System Bonds, Series 2016DNegotiated06/28/16 07/20/16 $207,445,000 Board of Regents of the Texas A & M University System (TX) TX Revenue Financing System Bonds, Series 2016CNegotiated06/28/16 07/28/16 $15,105,000 Delta State University Educational Building Corporation MS Revenue Refunding Bonds, Series 2016 (Facilities Refinancing Project) Negotiated06/28/16 07/21/16 $9,840,000 New Hampshire Municipal Bond Bank NH 2016 Series C BondsCompetitive06/28/16 06/30/16 $4,210,000 City of Quincy (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive06/28/16 06/30/16 $858,810 Town of AyerMA General Obligation Taxable Bond Anticipation Notes (new) Competitive06/29/16 06/15/16 $8,585,000 Warren Independent School District TX Refunding Bonds, Series 2016Negotiated06/29/16 06/15/16 $16,890,000 Mesquite Independent School DistrictTX Refunding Bonds, Series 2016ANegotiated38 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience06/29/16 06/15/16 $22,270,000 Mesquite Independent School DistrictTX Refunding Bonds, Series 2016BNegotiated06/29/16 06/15/16 $40,660,000 Terrell Independent School District TX School Building Bonds, Series 2016Negotiated06/29/16 07/01/16 $7,355,000 Robert Lee Independent School District TX Refunding Bonds, Series 2016Negotiated06/29/16 07/01/16 $108,975,000 Cleburne Independent School District TX School Building Bonds, Series 2016Negotiated06/29/16 07/15/16 $3,215,000 Venus Independent School District TX Refunding Bonds, Series 2016Negotiated06/29/16 07/19/16 $21,520,000 Successor Agency to the Roseville Redevelopment Agency (CA) CA Tax Allocation Refunding Bonds, Series 2016-T (Roseville Redevelopment Project) Negotiated06/29/16 07/21/16 $11,405,000 City of Roseville (CA) CA Special Tax Refunding Bonds, Series 2016 Negotiated06/29/16 08/01/16 $2,045,000 Fort Bend County Municipal Utility District No. 121 TX Refunding Bonds, Series 2016Negotiated06/29/16 07/15/16 $2,998,834 Town of Nahant MA General Obligation Bond Anticipation Notes (new money and renewal) Competitive06/29/16 07/15/16 $1,000,000 Town of Nahant MA Revenue Anticipation Notes (new money)Competitive06/30/16 07/01/16 $24,580,000 East Aldine Management District TX Sales Tax Revenue and Refunding Bonds, Series 2016 Negotiated07/06/16 07/20/16 $7,405,000 Town of Castle Rock CO Sales and Use Tax Revenue Refunding Bonds, Series 2016 Negotiated07/06/16 08/01/16 $34,770,000 Independent School District No. 1 of Tulsa County (Tulsa) OK Combined Purpose Bonds, Series 2016BCompetitive07/06/16 08/01/16 $4,050,000 Fountainhead Municipal Utility District TX Unlimited Tax Bonds, Series 2016Competitive07/07/16 07/15/16 $23,770,000 Coppell Independent School District TX Refunding Bonds, Series 2016DNegotiated07/07/16 07/15/16 $6,835,000 Coppell Independent School District TXSchool Building Bonds, Series 2016ANegotiated07/07/16 07/15/16 $83,035,000 Coppell Independent School District TX School Building Bonds, Series 2016BNegotiated07/07/16 07/26/16 $50,635,000 Town of Castle Rock CO Water and Sewer Enterprise Revenue Refunding Bonds, Series 2016 Negotiated07/07/16 08/01/16 $5,890,000 City of Granbury TX General Obligation Refunding Bonds, Series 2016Negotiated07/07/16 08/15/16 $196,215,000 University of Texas System Board of Regents TX Revenue Financing System Bonds, Series 2016 ENegotiated07/07/16 08/01/16 $4,565,000 Fort Bend County Municipal Utility District No. 194 (TX) TX Unlimited Tax Road Bonds, Series 2016Competitive07/07/16 07/15/16 $4,000,000 City of Quincy (MA) MA General Obligation Bond Anticipation Notes (renewal)Competitive07/08/16 07/01/16 $3,795,000 City of Vernon (TX) TX General Obligation Refunding Bonds, Series 2016Negotiated07/08/16 07/21/16 $38,260,000 City of Port St Lucie Community Redevelopment Agency FL Redevelopment Trust Fund Refunding Revenue Bonds, Series 2016 Negotiated07/11/16 06/15/16 $4,445,000 City of Pilot Point TX Combination Tax and Revenue Cerficates of Obligation, Series 2016 Negotiated07/11/16 07/01/16 $5,120,000 Development Corporation of McAllen, Inc. (TX) TX Sales Tax Revenue Bonds, Series 2016Negotiated07/12/16 07/01/16 $7,505,000 Town of Prosper TX General Obligation Refunding and Improvement Bonds, Series 2016 Negotiated07/12/16 07/01/16 $11,905,000 Richardson Independent School District TX Refunding Bonds, Series 2016Negotiated07/12/16 07/01/16 $8,470,000 Town of Prosper TX Combination Tax and Surplus Revenue Certificates of Obligation, Series 2016 Negotiated07/12/16 08/01/16 $3,550,000 City of Celina (TX) TX Special Assessment Revenue Bonds, Series 2016Negotiated07/12/16 08/01/16 $66,710,000 Montgomery Independent School District TX School Building and Refunding Bonds, Series 2016Negotiated07/12/16 08/01/16 $11,000,000 Fort Bend County Municipal Utility District No. 169 TX Contract Revenue Bonds (Water, Sewer and Drainage Facilities), Series 2016 Competitive07/12/16 08/01/16 $5,000,000 Fort Bend County Municipal Utility District No. 144 TX Unlimited Tax Bonds, Series 2016Competitive07/12/16 08/01/16 $14,280,000 West Park Municipal Utility DistrictTX Unlimited Tax Bonds, Series 2016Competitive07/12/16 07/18/16 $800,000 Berlin-Boylston Regional School District MA General Obligation Bond Anticipation Notes (new)Competitive07/12/16 07/22/16 $13,100,000 Pioneer Valley Transit Authority MA Revenue Anticipation NotesCompetitive07/12/16 08/01/16 $9,320,000 Timpson Independent School District (TX) TX Unlimited Tax School Building Bonds, Series 2016Competitive07/12/16 08/01/16 $12,615,000 City of League City (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2016 Competitive07/12/16 07/25/16 $3,960,000 Town of Burlington (CT) CT General Obligation Bond Anticipation NotesCompetitive07/13/16 08/01/16 $25,570,000 Harris-Montgomery Counties Municipal Utility District No. 386 TX Refunding Bonds, Series 2016Negotiated07/13/16 07/22/16 $730,000 Town of Burlington (MA) MA General Obligation Taxable Bond Anticipation Notes Series A (new money) Competitive07/13/16 07/22/16 $4,400,000 Town of Burlington (MA) MA General Obligation Bond Anticipation Notes Series B (new money and renewal)Competitive07/13/16 07/27/16 $860,000 Alaska Housing Finance Corporation AK Collateralized Bonds (Veterans Mortgage Program) 2016 First Series, Subseries A-1 (Non-AMT) Competitive07/13/16 07/27/16 $31,290,000 Alaska Housing Finance Corporation AKCollateralized Bonds (Veterans Mortgage Program) 2016 First Series, Subseirs A-2 (AMT) Competitive07/13/16 07/27/16 $17,850,000 Alaska Housing Finance Corporation AKCollateralized Bonds (Veterans Mortgage Program) 2016 Second Series (Non-AMT) Competitive07/13/16 08/04/16 $1,230,000 Town of Rockport (MA) MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive07/13/16 08/05/16 $60,000 Town of Rockport (MA) MA General Obligation Bond Anticipation Notes Series A (new money) Competitive07/13/16 08/05/16 $3,819,000 Town of Rockport (MA) MA General Obligation Bond Anticipation Notes Series B (new money and renewal) Competitive07/14/16 07/20/16 $139,350,000 Board of Regents of the Texas A & M University System (TX) TX Revenue Financing System Bonds, Series 2016ENegotiated07/14/16 08/01/16 $5,105,000 Harris County Municipal Utility District No. 200 TX Refunding Bonds, Series 2016Negotiated07/14/16 07/20/16 $4,218,871 City of Chicopee MA General Obligation Bond Anticipation Notes (renewal)Competitive07/14/16 08/01/16 $29,710,000 Venus Independent School District TX Unlimited Tax School Building Bonds, Series 2016Competitive07/18/16 07/15/16 $1,200,000 City of Sachse TX Limited Tax Notes, Series 2016Competitive07/18/16 07/15/16 $20,645,000 City of Sachse TX General Obligation Refunding Bonds, Series 2016Competitive07/18/16 07/15/16 $6,600,000 Clyde Consolidated Independent School District TX Unlimited Tax School Building Bonds, Series 2016Competitive07/19/16 07/15/16 $12,310,000 City of HurstTX General Obligation Refunding Bonds, Series 2016Negotiated07/19/16 07/15/16 $68,670,000 City of El Paso (TX) TX Water and Sewer Revenue Improvement and Refunding Bonds, Series 2016 Negotiated07/19/16 07/15/16 $4,905,000 City of HurstTX Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2016 Negotiated07/19/16 08/01/16 $74,690,000 Central Texas Regional Mobility Authority TX Subordinate Lien Revenue Refunding Bonds, Series 2016 Negotiated07/19/16 08/10/16 $62,815,000 Harris County Hospital District TX Combination Tax and Revenue Certificates of Obligation, Series 2016 Negotiated07/19/16 08/15/16 $8,530,000 Pilot Point Independent School District TX Refunding Bonds, Series 2016Negotiated07/19/16 07/26/16 $600,000,000 State of Colorado (CO) CO General Fund Tax and Revenue Anticipation Notes Series 2016A Competitive07/19/16 07/01/16 $9,735,000 City of Celina (TX) TX Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2016 Competitive07/19/16 07/15/16 $4,105,000 City of Rowlett TX General Obligation Bonds, Series 2016Competitive07/19/16 07/15/16 $6,225,000 City of Colleyville TX General Obligation Refunding Bonds, Series 2016Competitive07/19/16 08/01/16 $6,850,000 Harris County Municipal Utility District No. 406 TX Unlimited Tax Bonds, Series 2016Competitive07/19/16 08/01/16 $5,000,000 Woodridge Municipal Utility District (TX) TX Unlimited Tax Bonds, Series 2016Competitive07/19/16 07/28/16 $43,120,000 Town of Norwood MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive07/19/16 08/04/16 $7,767,000 Town of Marblehead MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive07/19/16 08/05/16 $5,900,000 Brockton Area Transit Authority MA General Obligation Revenue Anticipation NotesCompetitive07/19/16 08/03/16 $4,580,000 Town of Stafford (CT) CT General Obligation Bond Anticipation NotesCompetitive07/20/16 07/28/16 $65,775,000 City of Newton (MA) MA General Obligation Refunding BondsCompetitive07/20/16 07/29/16 $6,250,000 City of Peabody (MA) MA General Obligation Bond Anticipation Notes (new money and renewal) Competitive07/20/16 08/05/16 $10,379,952 Town of Marblehead MA General Obligation Bond Anticipation Notes (new money and renewals) Competitive07/20/16 07/28/16 $9,745,000 Town of Shrewsbury MA General Obligation Library BondsCompetitive39 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience07/20/16 08/03/16 $14,400,000 Town of Nantucket MA General Obligation Refunding BondsCompetitive07/21/16 08/18/16 $43,195,000 City of IrvingTX General Obligation Refunding and Improvement Bonds, Series 2016 Competitive07/21/16 08/18/16 $30,265,000 City of IrvingTX Waterworks and Sewer System New Lien Revenue Refunding and Improvement Bonds, Series 2016 Competitive07/21/16 08/01/16 $1,240,000 Town of Glastonbury CT General Obligation Bond Anticipation NotesCompetitive07/21/16 07/29/16 $7,555,000 Town of Shrewsbury MA General Obligation Bond Anticipation Notes (new money and renewals) Competitive07/25/16 07/15/16 $64,870,000 Northwest Independent School District TX Refunding Bonds, Series 2016ANegotiated07/25/16 08/01/16 $2,000,000 Brooks Development Authority (TX) TX Revenue and Improvement Refunding Bonds, Series 2016 D-1 Negotiated07/25/16 08/01/16 $5,500,000 Brooks Development Authority (TX) TX Revenue and Improvement Refunding Bonds, Series 2016 C-1 Negotiated07/25/16 08/10/16 $1,745,000 Town of Wareham MA General Obligation Refunding BondsCompetitive07/25/16 08/11/16 $1,500,000 Town of Medfield MA General Obligation Athletic Facility Reconstruction Bonds Competitive07/26/16 07/15/16 $4,405,000 City of Coppell TX General Obligation Refunding Bonds, Series 2016Competitive07/26/16 07/15/16 $10,680,000 City of Coppell TX Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2016 Competitive07/26/16 08/25/16 $19,990,000 City of Cedar Hill TX General Obligation Refunding and Improvement Bonds, Series 2016 Competitive07/26/16 08/05/16 $19,000,000 Montachusett Regional Transit Authority MA General Obligation Revenue Anticipation NotesCompetitive07/26/16 08/05/16 $2,915,000 City of Methuen MA General Obligation Bond Anticipation Notes (renewal)Competitive07/26/16 08/11/16 $3,385,000 City of Concord (NH) NH General Obligation Refunding BondsCompetitive07/26/16 08/12/16 $5,750,000 City of Gloucester MA General Obligation Bond Anticipation Notes (renewal)Competitive07/26/16 08/10/16 $14,430,000 City of New Bedford MA General Obligation State Qualified Refunding BondsCompetitive07/26/16 08/10/16 $2,945,000 Town of Brooklyn (CT) CT General Obligation Bond Anticipation NotesCompetitive07/26/16 08/04/16 $1,653,000 City of Methuen MA General Obligation State Qualified Recreational Facility Bonds, Series A Competitive07/26/16 08/04/16 $10,243,000 City of Methuen MA General Obligation State Qualified Municipal Purpose Loan of 2016 Bonds, Series B Competitive07/26/16 08/11/16 $11,220,000 Town of Uxbridge MA General Obligation Municipal Purpose Loan of 2016 Bonds, Series A Competitive07/26/16 08/11/16 $3,440,000 Town of Uxbridge MA General Obligation Refunding Bonds, Series BCompetitive07/26/16 08/11/16 $13,250,000 City of Gloucester MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive07/27/16 08/01/16 $2,465,000 Valley Ranch Municipal Utility District No. 1 TX Unlimited Tax Bonds, Series 2016Competitive07/27/16 08/15/16 $18,200,000 Sealy Independent School District TX Unlimited Tax School Building Bonds, Series 2016Competitive07/27/16 08/19/16 $433,000 Town of Uxbridge MA General Obligation Bond Anticipation Notes (renewal)Competitive07/28/16 08/01/16 $4,045,000 Collin CountyTX Limited Tax Refunding and Improvement Bonds, Series 2016 Negotiated07/28/16 08/01/16 $10,275,000 Kaufman County Fresh Water Supply District No. 1-C TX Road Refunding Bonds, Series 2016Negotiated07/28/16 08/01/16 $51,825,000 Collin CountyTX Road and Refunding Bonds, Series 2016Negotiated07/28/16 08/01/16 $27,880,000 Culberson County-Allamoore Independent School District TX School Building Bonds, Series 2016Negotiated07/28/16 08/11/16 $19,855,000 Michigan Finance Authority (MI) MI Local Government Loan Program Revenue Bonds, Series 2016C-4 Negotiated07/28/16 08/11/16 $123,175,000 Michigan Finance Authority (MI) MI Local Government Loan Program Revenue Bonds, Series 2016C-2 Negotiated07/28/16 08/11/16 $222,185,000 Michigan Finance Authority (MI) MI Local Government Loan Program Revenue Bonds, Series 2016C-3 Negotiated07/28/16 08/11/16 $240,965,000 Michigan Finance Authority (MI) MI Local Government Loan Program Revenue Bonds, Series 2016C-1 Negotiated07/28/16 08/12/16 $541,000 Town of Eastham MA General Obligation Bond Anticipation Notes (renewals) Competitive07/28/16 08/12/16 $573,000 City of Holyoke MA General Obligation Bond Anticipation Notes (new money) Competitive07/28/16 08/10/16 $47,000,000 Town of Enfield (CT) CT General Obligation Bond Anticipation NotesCompetitive08/01/16 08/01/16 $13,075,000 The Woodlands Road Utility District No. 1 (TX) TX Unlimited Tax Road Refunding Bonds, Series 2016Competitive08/01/16 08/01/16 $26,650,000 Fort Bend County Municipal Utility District No. 128 TX Unlimited Tax Bonds, Series 2016Competitive08/02/16 08/01/16 $24,830,000 City of San Antonio TX Combination Tax and Revenue Certificates of Obligation, Series 2016 Negotiated08/02/16 08/01/16 $27,410,000 City of San Antonio TX Tax Notes, Series 2016Negotiated08/02/16 08/01/16 $84,855,000 City of San Antonio TX Combination Tax and Revenue Certificates of Obligation, Series 2016 Negotiated08/02/16 08/01/16 $194,175,000 City of San Antonio TX General Improvement and Refunding Bonds, Series 2016 Negotiated08/02/16 08/01/16 $8,520,000 City of KyleTX General Obligation Refunding Bonds, Series 2016Negotiated08/02/16 08/15/16 $2,055,000 Blum Independent School District TX Refunding Bonds, Series 2016Negotiated08/02/16 08/15/16 $86,120,000 Humble Independent School District TXRefunding Bonds, Series 2016CNegotiated08/02/16 08/15/16 $43,450,000 Humble Independent School District TXSchool Building Bonds, Series 2016ANegotiated08/02/16 08/15/16 $142,175,000 Humble Independent School District TX Refunding Bonds, Series 2016BNegotiated08/02/16 09/01/16 $5,840,000 Town of Fairview TX Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2016 Negotiated08/02/16 09/01/16 $2,845,000 Town of Fairview TX General Obligation Refunding Bonds, Series 2016Negotiated08/02/16 08/18/16 $18,795,000 City of Fort Collins, Wastewater Utility Enterprise CO Wastewater Revenue Refunding Bonds, Series 2016A Competitive08/02/16 08/01/16 $24,450,000 Southlake Community Enhancement and Development Corporation (TX) TX Sales Tax Revenue Bonds, Series 2016Competitive08/02/16 08/01/16 $8,220,000 City of ForneyTX General Obligation Refunding Bonds, Series 2016Competitive08/02/16 08/01/16 $2,500,000 City of ForneyTX Tax and Waterworks and Sewer System (Limited Pledge) Certificates of Obligation, Series 2016 Competitive08/02/16 08/01/16 $257,210,000 Plano Independent School District (TX) TX Unlimited Tax School Building Bonds, Series 2016Competitive08/02/16 08/19/16 $458,080 Nashoba Valley Technical School District (MA) MA General Obligation Bond anticipation Notes (renewal)Competitive08/03/16 08/23/16 $23,400,000 Tempe Union High School District No. 213 AZ Refunding Bonds, Series 2016Negotiated08/03/16 08/01/16 $17,720,000 Amarillo Junior College District TX Limited Tax Refunding Bonds, Series 2016Competitive08/03/16 08/12/16 $723,000 City of Lowell (MA) MA Taxable State Aid Anticipation Notes (renewal money)Competitive08/03/16 08/18/16 $2,789,000 County of Norfolk MA General Obligation School Bonds, Series 2016Competitive08/03/16 08/19/16 $15,950,000 Town of Danvers MA General Obligation Bond Anticipation Notes (new and renewal) Competitive08/03/16 08/01/16 $3,510,000 Oak Point Water Control and Improvement District No. 1 of Denton County TX Unlimited Tax Utility Bonds, Series 2016Competitive08/04/16 08/17/16 $2,865,000 Rhode Island Health and Educational Building Corporation (RI) RI Public Schools Revenue Bond Financing Program Revenue Bonds, Series 2016C (City of Newport Issue) Negotiated08/04/16 08/17/16 $4,755,000 Rhode Island Health and Educational Building Corporation (RI) RI Public Schools Revenue Bond Financing Program Revenue Bonds, Series 2016B (City of Warwick Issue) Negotiated08/04/16 08/24/16 $100,000,000 Alaska Housing Finance Corporation AK General Mortgage Revenue Bonds II, 2016 Series ANegotiated08/04/16 08/25/16 $315,730,000 Miami-Dade County (FL) FL Aviation Revenue Refunding Bonds, Series 2016ANegotiated08/04/16 08/25/16 $428,645,000 Miami-Dade County (FL) FL Aviation Revenue Refunding Bonds, Series 2016BNegotiated08/04/16 08/31/16 $43,620,000 Austin Independent School District TXRefunding Bonds, Series 2016CNegotiated08/04/16 08/31/16 $100,230,000 Austin Independent School District TX Refunding Bonds, Series 2016ANegotiated08/04/16 08/31/16 $180,395,000 Austin Independent School District TX Refunding Bonds, Series 2016BNegotiated08/04/16 10/05/16 $124,315,000 Oklahoma Municipal Power Authority OK Power Supply System Revenue Refunding Bonds, Series 2016A Negotiated08/04/16 08/01/16 $77,950,000 McKinney Independent School DistrictTX Unlimited Tax School Building Bonds, Series 2016ACompetitive08/04/16 08/11/16 $6,640,000 Town of Saugus MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive08/04/16 08/12/16 $2,540,779 Town of Saugus MA General Obligation Bond Anticipation Notes (new and renewal) Competitive40 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience08/04/16 08/18/16 $1,520,000 Town of Easton (MA) MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive08/04/16 08/19/16 $10,280,000 Town of Easton (MA) MA General Obligation Bond Anticipation Notes (new money and renewal) Competitive08/08/16 09/01/16 $7,500,000 Harris County Municipal Utility District No. 530 (TX) TX Unlimited Tax Bonds, Series 2016Competitive08/08/16 09/01/16 $4,090,000 Harris County Municipal Utility District No. 104 TX Waterworks and Sewer System Combination Unlimited Tax and Revenue Bonds, Series 2016A Competitive08/09/16 08/01/16 $382,025,000 Fort Worth Independent School District TX Refunding and School Building Bonds, Series 2016Negotiated08/09/16 08/15/16 $14,505,000 Coppell Independent School District TX Refunding Bonds, Series 2016CNegotiated08/09/16 08/15/16 $199,240,000 Bexar County Hospital District TX Limited Tax Refunding Bonds, Series 2016Negotiated08/09/16 09/01/16 $4,470,000 Grand Lakes Municipal Utility District No. 4 (TX) TX Refunding Bonds, Series 2016Negotiated08/09/16 08/30/16 $8,530,000 City of Longmont (CO) CO Storm Drainage Revenue Refunding Bonds, Series 2016 Competitive08/10/16 09/01/16 $2,930,000 Harris County Municipal Utility District No. 383 TX Refunding Bonds, Series 2016Negotiated08/10/16 09/08/16 $101,090,000 State of Hawaii (HI) HI Highway Revenue Bonds, Series 2016BNegotiated08/10/16 09/08/16 $103,395,000 State of Hawaii (HI) HI Highway Revenue Bonds, Series 2016ANegotiated08/10/16 08/19/16 $300,000 Town of Wareham MA State House Serial Loan NotesCompetitive08/10/16 09/01/16 $16,645,000 Town of Westwood MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive08/11/16 08/30/16 $206,970,000 City of Port St Lucie (FL) FL Utility System Refunding Revenue Bonds, Series 2016Negotiated08/11/16 09/01/16 $6,970,000 Fort Bend County Municipal Utility District No. 129 TX Refunding Bonds, Series 2016Negotiated08/11/16 08/01/16 $6,800,000 Willow Creek Farms Municipal Utility District TX Unlimited Tax Bonds, Series 2016ACompetitive08/11/16 08/26/16 $1,030,000 Town of Southborough MA General Obligation Bond Anticipation Notes (new money) Competitive08/11/16 09/01/16 $12,000,000 City of Lawrence (MA) MA State Qualified General Obligation Deficit Financing Bond Anticipation Notes, Series A Competitive08/11/16 09/01/16 $3,500,000 City of Lawrence (MA) MA General Obligation Bond Anticipation Notes, Series B (renewals) Competitive08/11/16 09/01/16 $5,499,000 City of Lawrence (MA) MA General Obligation State Qualified Municipal Purpose Loan of 2016 Bonds Competitive08/15/16 09/01/16 $9,635,000 Montgomery County Municipal Utility District No. 115 TX Unlimited Tax Bonds, Series 2016Competitive08/16/16 08/15/16 $6,330,000 City of Willow Park TX General Obligation Bonds, Series 2016Negotiated08/16/16 09/01/16 $4,250,000 Fort Bend County Levee Improvement District No. 15 TX Road Refunding Bonds, Series 2016Negotiated08/16/16 09/01/16 $12,315,000 Town of Flower Mound TX Certificates of Obligation, Series 2016Negotiated08/16/16 09/01/16 $9,700,000 Encanto Real Utility District TX Unlimited Tax Bonds, Series 2016Competitive08/17/16 08/15/16 $14,315,000 Splendora Independent School District TX Refunding Bonds, Series 2016ANegotiated08/18/16 08/15/16 $7,725,000 Silverton Independent School District (TX) TX School Building Bonds, Series 2016Negotiated08/18/16 09/01/16 $663,000 Spencer-East Brookfield Regional School District MA State Qualified General Obligation Deficit Financing Bond Anticipation Notes Competitive08/19/16 09/01/16 $99,025,000 Clifton Higher Education Finance Corporation TX Education Revenue and Refunding Bonds, Series 2016A (Idea Public Schools) Negotiated08/22/16 09/01/16 $600,000 Leicester Water Supply District MA General Obligation Bond Anticipation Notes (new money) Competitive08/23/16 08/15/16 $379,995 Snyder Consolidated Independent School District (TX) TX Refunding Premium Capital Appreciation Bonds, Series 2016 Negotiated08/23/16 08/15/16 $8,660,000 Snyder Consolidated Independent School District (TX) TX Refunding Bonds, Series 2016Negotiated08/23/16 09/01/16 $23,645,000 Kaufman County TX Road Bonds, Series 2016Negotiated08/23/16 09/08/16 $5,055,000 Town of East Greenwich RI General Obligation Refunding Bonds, 2016 Series ANegotiated08/23/16 09/15/16 $55,490,000 Texas Public Finance Authority TX Revenue Financing System Bonds, Series 2016 (Texas Southern University) Negotiated08/23/16 08/15/16 $6,455,000 Denton County Fresh Water Supply District No. 8-C TX Unlimited Tax Utility Bonds, Series 2016Competitive08/23/16 08/15/16 $13,820,000 City of Glenn Heights (TX) TX General Obligation Bonds, Series 2016Competitive08/23/16 09/01/16 $7,390,000 Town of Chatham MA General Obligation Refunding BondsCompetitive08/23/16 09/01/16 $7,000,000 City of Haverhill MA State Qualified General Obligation Deficit Financing Bond Anticipation Notes Competitive08/24/16 09/15/16 $27,150,000 Atlanta Public Safety and Judicial Districts Facilities Authority GA Revenue Refunding Bonds, Series 2016 (Public Safety Facility Project) Negotiated08/24/16 09/15/16 $7,115,000 Rusk County (TX) TX General Obligation Refunding Bonds, Series 2016Negotiated08/24/16 09/01/16 $625,000 Town of Sandwich MA General Obligation Bond Anticipation NotesCompetitive08/24/16 09/01/16 $7,000,000 Lazy Nine Municipal Utility District No. 1B (TX) TX Unlimited Tax Bonds, Series 2016Competitive08/25/16 09/01/16 $2,000,000 City of Abilene (TX) TX Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2016 Negotiated08/25/16 09/01/16 $41,550,000 City of Abilene (TX) TX General Obligation Refunding and Improvement Bonds, Series 2016 Negotiated08/25/16 09/15/16 $14,875,000 City of Longview (TX) TX General Obligation Improvement and Refunding Bonds, Series 2016 Negotiated08/25/16 09/15/16 $72,250,000 Texas Public Finance Authority TX Revenue Financing System Revenue and Refunding Bonds, Series 2016A (Midwestern State University) Negotiated08/25/16 09/15/16 $11,790,000 Texas Public Finance Authority TX Revenue Refunding Bonds, Series 2016B (Midwestern State University) Negotiated08/25/16 09/20/16 $54,460,000 City of Commerce City CO Sales and Use Tax Revenue Bonds, Series 2016Negotiated08/25/16 09/01/16 $5,500,000 Newport Municipal Utility District TX Unlimited Tax Bonds, Series 2016ACompetitive08/25/16 09/01/16 $14,000,000 Williamson County Municipal Utility District No. 15 (TX) TX Unlimited Tax Bonds, Series 2016Competitive08/25/16 08/15/16 $95,075,000 North Texas Municipal Water DistrictTX Regional Wastewater System Revenue Refunding and Improvement Bonds, Series 2016 Competitive08/25/16 08/15/16 $39,470,000 North Texas Municipal Water DistrictTX Upper East Fork Wastewater Interceptor System Contract Revenue Ref and Imp Bonds, Series 2016 Competitive08/25/16 08/15/16 $3,045,000 North Texas Municipal Water District TX Parker Creek Parallel Wastewater Interceptor System Contract Revenue Bonds, Series 2016 Competitive08/25/16 09/15/16 $14,990,000 City of League City (TX) TX General Obligation Refunding Bonds, Series 2016ACompetitive08/26/16 09/15/16 $9,025,000 City of Longview (TX) TX Waterworks and Sewer System Revenue Refunding Bonds, Series 2016 Negotiated08/29/16 08/15/16 $12,780,000 Howard County Junior College District TX General Obligation Refunding Bonds, Series 2016Negotiated08/30/16 09/16/16 $95,820,000 Miami-Dade County Expressway Authority FL Toll System Refunding Revenue Bonds, Series 2016ANegotiated08/30/16 09/20/16 $25,545,000 City of Greeley (CO) CO Certificates of Participation, Series 2016Negotiated08/31/16 09/01/16 $87,390,000 Trinity River Authority of Texas TX Regional Wastewater System Revenue Refunding Bonds, Series 2016 Negotiated08/31/16 09/01/16 $67,340,000 Trinity River Authority of Texas TX Revenue Improvement and Refunding Bonds, Series 2016 Negotiated08/31/16 09/01/16 $19,555,000 Trinity River Authority of Texas TX Red Oak Creek System Revenue Improvement and Refunding Bonds, Series 2016 Negotiated08/31/16 09/22/16 $29,260,000 New York State Environmental Facilities Corporation NY State Revolving Funds Revenue Bonds (2010 Master Financing Program) (Green Bonds) Series 2016C Negotiated08/31/16 09/22/16 $104,415,000 New York State Environmental Facilities Corporation NY State Revolving Funds Revenue Bonds (2010 Master Financing Program) (Green Bonds) Series 2016B Negotiated08/31/16 08/15/16 $38,425,000 City of Denton (TX) TX General Obligation Refunding Bonds, Series 2016Competitive08/31/16 09/15/16 $5,900,000 Denton County TX Tax Notes, Series 2016Competitive09/06/16 09/01/16 $1,990,000 City of DeSoto (TX) TX General Obligation Refunding Bonds, Taxable Series 2016 Competitive09/06/16 09/01/16 $7,075,000 City of DeSoto (TX) TX General Obligation Refunding and Improvement Bonds, Series 2016 Competitive09/06/16 09/01/16 $985,000 City of DeSoto (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2016 Competitive09/06/16 10/01/16 $9,825,000 City of Rosenberg TX Combination Tax and Revenue Certificates of Obligation, Series 2016 Competitive09/07/16 09/01/16 $61,205,000 Board of Regents of Stephen F. Austin State University (TX) TX Revenue Refunding and Improvement Bonds, Series 2016 (Revenue Financing System) Negotiated09/07/16 09/15/16 $13,150,000 Seminole Hospital District of Gains County (TX) TX General Obligation Refunding Bonds, Series 2016Negotiated09/07/16 09/20/16 $14,995,000 City of Westminster (CO) CO Refunding Certificates of Participation, Series 2016Negotiated09/07/16 10/11/16 $51,895,000 California Infrastructure and Economic Development Bank CA Refunding Revenue Bonds, Series 2016 (The Salvation Army Western Territory) Negotiated41 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience09/07/16 09/15/16 $12,630,000 Town of Salisbury (MA) MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive09/08/16 09/01/16 $6,990,000 Town of Northlake (TX) TX Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2016 Competitive09/08/16 09/01/16 $1,390,000 Town of Northlake (TX) TX General Obligation Refunding Bonds, Series 2016Competitive09/08/16 10/01/16 $6,700,000 Montgomery County Municipal Utility District No. 105 (TX) TX Unlimited Tax Road Bonds, Series 2016Competitive09/08/16 09/15/16 $15,484,200 Town of Salisbury (MA) MA General Obligation Bond Anticipation Notes (new and renewal) Competitive09/08/16 09/16/16 $1,312,078 Town of Middleton (MA) MA General Obligation Bond Anticipation Notes (renewal)Competitive09/09/16 09/22/16 $126,895,000 City of Port St Lucie (FL) FL Special Assessment Refunding Bonds, Series 2016 Negotiated09/09/16 10/01/16 $18,190,000 Clifton Higher Education Finance Corporation TX Education Revenue Bonds, Series 2016B (Idea Public Schools) Negotiated09/12/16 09/01/16 $1,000,000 Roscoe Collegiate Independent School District (TX) TX Time Warrants, Series 2016Competitive09/12/16 10/01/16 $8,000,000 Harris County Municipal Utility District No. 531 (TX) TX Unlimited Tax Bonds, Series 2016Competitive09/12/16 10/01/16 $1,650,000 Lakeside Water Control & Improvement District No. 2-B (TX) TX Unlimited Tax Bonds, Series 2016Competitive09/12/16 10/01/16 $12,135,000 Imperial Redevelopment District (TX)TX Unlimited Tax Road Bonds, Series 2016Competitive09/13/16 09/01/16 $62,230,000 Newark Higher Education Finance Corporation (TX) TX Revenue Improvement and Refunding Bonds (Abilene Christian University Project), Series 2016A Negotiated09/13/16 09/15/16 $27,245,000 City of Midland (TX) TX Tax and Limited Pledge Revenue Certificates of Obligation, Series 2016 Negotiated09/13/16 10/01/16 $3,760,000 Valley Ranch Municipal Utility District No. 1 TX Refunding Bonds, Series 2016ANegotiated09/13/16 09/15/16 $6,070,000 Collin County Water Control and Improvement District No. 3 TX Unlimited Tax Road Bonds, Series 2016Competitive09/14/16 09/21/16 $228,900,000 Dallas Area Rapid Transit TX Senior Lien Sales Tax Revenue Refunding Bonds, Series 2016B Negotiated09/14/16 10/12/16 $148,565,000 County of Mecklenburg (NC) NC General Obligation Refunding Bonds, Series 2016ANegotiated09/14/16 10/01/16 $6,485,000 Chambers County Improvement District No. 2 (TX) TX Unlimited Tax Bonds, Series 2016Competitive09/14/16 09/23/16 $1,200,000 Town of Princeton MA General Obligation Bond Anticipation Notes (renewals) Competitive09/14/16 09/23/16 $8,000,000 Metrowest Regional Transit Authority MA General Obligation Revenue Anticipation NotesCompetitive09/15/16 09/01/16 $19,470,000 Weslaco Independent School District TX Refunding Bonds, Series 2016Negotiated09/15/16 09/29/16 $31,355,000 City of Fall River MA General Obligation State Qualified Refunding BondsCompetitive09/15/16 09/30/16 $836,000 Town of Rowley MA General Obligation Bond Anticipation Notes (new money) Competitive09/20/16 10/13/16 $600,065,000 Texas Water Development Board TX State Water Implementation Revenue Fund for Texas Revenue Bonds, Series 2016 (Master Trust) Negotiated09/20/16 10/20/16 $9,390,000 City of AzleTX Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2016 Competitive09/20/16 09/29/16 $4,009,000 City of Newburyport MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive09/20/16 09/30/16 $2,173,718 City of Newburyport MA General Obligation Bond Anticipation Notes (renewals) Competitive09/21/16 10/11/16 $3,955,000 Montecito Estates Public Improvement District (NM) NM Special Levy Refunding Revenue Bonds, Series 2016Negotiated09/21/16 10/01/16 $1,995,000 Fort Bend County Municipal Utility District No. 158 TX Unlimited Tax Bonds, Series 2016Competitive09/21/16 10/01/16 $1,330,000 Fort Bend County Municipal Utility District No. 158 TX Unlimited Tax Park Bonds, Series 2016ACompetitive09/22/16 09/15/16 $88,335,000 Northside Independent School District TX Refunding Bonds, Series 2016ANegotiated09/22/16 09/15/16 $11,120,000 North Texas Municipal Water DistrictTX Sabine Creek Regional Wastewater System Revenue Bonds, Series 2016 Competitive09/22/16 09/29/16 $1,398,000 Town of East Bridgewater MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive09/22/16 09/30/16 $13,135,000 City of Quincy (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive09/26/16 10/01/16 $11,000,000 Fort Bend County Municipal Utility District No. 134C TX Unlimited Tax Bonds, Series 2016Competitive09/27/16 09/15/16 $6,450,000 Cleburne Type A Economic Development Corporation (TX) TX Sales Tax Revenue Bonds, Series 2016Negotiated09/27/16 10/01/16 $2,380,000 Fort Bend County Municipal Utility District No. 94 TX Refunding Bonds, Series 2016Negotiated09/27/16 10/01/16 $53,995,000 Newark Cultural Education Facilities Finance Corporation TX Revenue Refunding Bonds, Series 2016 (Kimbell Art Foundation Project) Negotiated09/27/16 10/03/16 $9,725,000 Midcities Metropolitan District No. 2CO Subordinate Special Revenue Refunding Bonds, Series 2016B Negotiated09/27/16 10/15/16 $1,965,000 City of Lacy Lakeview (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2016 Competitive09/27/16 10/05/16 $14,125,000 City of Groton (CT) CT General Obligation Bond Anticipation NotesCompetitive09/28/16 10/12/16 $14,645,000 University of Alaska AK General Revenue Refunding Bonds, 2016 Series V-2Negotiated09/28/16 10/12/16 $32,845,000 University of Alaska AK General Revenue Bonds, 2016 Series V-1Negotiated09/28/16 10/18/16 $2,290,000 Rhode Island Health and Educational Building Corporation (RI) RI Higher Education Facs Rev Bonds Auxiliary Enterprise Rev Issue Ref, Series 2016 C Negotiated09/28/16 10/18/16 $35,155,000 Rhode Island Health and Educational Building Corporation (RI) RI Higher Education Facs Rev Bonds University of Rhode Island Educ and General Rev Issue, Series 2016 A Negotiated09/28/16 10/18/16 $53,355,000 Rhode Island Health and Educational Building Corporation (RI) RI Higher Education Facs Rev Bonds University of Rhode Island Auxiliary Enterprise Rev Issue Ref, Series 2016 B Negotiated09/28/16 10/25/16 $54,975,000 City of Goodyear AZ General Obligation Refunding Bonds, Series 2016Negotiated09/28/16 10/26/16 $6,435,000 Palm Valley Community Facilities District No. 3 AZ District General Obligation Refunding Bonds, Series 2016 Negotiated09/28/16 10/27/16 $22,030,000 Savannah Economic Development Authority GA Refunding Revenue Bonds, Series 2016 (ASU Student Union, LLC Project) Negotiated09/28/16 10/27/16 $160,220,000 Harris County Hospital District TX Senior Lien Refunding Revenue Bonds, Series 2016Negotiated09/28/16 11/03/16 $101,175,000 New Hampshire Municipal Bond Bank NH2016 Series D Refunding BondsNegotiated09/28/16 10/01/16 $4,300,000 Bay Colony West Municipal Utility District TX Unlimited Tax Bonds, Series 2016Competitive09/28/16 10/06/16 $22,272,000 City of Chicopee MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive09/28/16 10/07/16 $1,250,000 Town of Boxford MA General Obligation Bond Anticipation Notes (new money) Competitive09/28/16 10/07/16 $1,000,000 City of Chicopee MA General Obligation Bond Anticipation Notes (new money) Competitive09/29/16 09/15/16 $7,005,000 City of AliceTX General Obligation Refunding Bonds, Series 2016BNegotiated09/29/16 09/15/16 $9,035,000 City of AliceTX General Obligation Refunding Bonds, Series 2016ANegotiated09/29/16 10/01/16 $8,615,000 West Park Municipal Utility District TX Refunding Bonds, Series 2016ANegotiated09/29/16 10/13/16 $2,710,000 State of Hawaii (HI) HI General Obligation Refunding Bonds of 2016, Series FI Negotiated09/29/16 10/13/16 $25,000,000 State of Hawaii (HI) HI General Obligation Bonds of 2016, Series FJNegotiated09/29/16 10/13/16 $375,000,000 State of Hawaii (HI) HI General Obligation Bonds of 2016, Series FGNegotiated09/29/16 10/13/16 $379,295,000 State of Hawaii (HI) HI General Obligation Refunding Bonds of 2016, Series FH Negotiated09/29/16 10/25/16 $31,165,000 City of Goodyear Public Improvement Corporation AZ Municipal Facilities Revenue Refunding Bonds, Series 2016B Negotiated09/29/16 10/25/16 $40,530,000 City of Goodyear Public Improvement Corporation AZ Municipal Facilities Revenue Refunding Bonds, Series 2016A Negotiated09/29/16 10/01/16 $4,980,000 Imperial Redevelopment District (TX) TX Tax Increment Contract Revenue Bonds, Series 2016Competitive09/29/16 10/18/16 $200,000,000 County of Mecklenburg (NC) NC General Obligation Public Improvement Bonds Series 2016B Competitive10/03/16 11/01/16 $11,110,000 Montgomery County Municipal Utility District No. 119 (TX) TX Unlimited Tax Bonds Series 2016Competitive10/04/16 10/01/16 $8,295,000 Mansfield Park Facilities Development Corporation TX Sales Tax Revenue Bonds, New Series 2016ANegotiated10/04/16 10/01/16 $14,125,000 Mansfield Economic Development Corporation TX Sales Tax Reveue Bonds, New Series 2016Negotiated10/04/16 10/01/16 $2,960,000 City of Mansfield (TX) TX Combination Tax and Revenue Certificates of Participation, Series 2016A Negotiated10/04/16 10/01/16 $96,105,000 Round Rock Independent School District TX School Building and Refunding Bonds, Series 2016Negotiated10/04/16 10/15/16 $27,720,000 Dickinson Independent School District TX Refunding Bonds, Series 2016BNegotiated10/04/16 10/15/16 $64,475,000 Dickinson Independent School District TX Schoohouse Bonds, Series 2016ANegotiated10/04/16 11/01/16 $8,690,000 Galveston County Municipal Utility District No. 46 TX Unlimited Tax Bonds, Series 2016ACompetitive42 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience10/05/16 10/15/16 $150,250,000 Garland Independent School DistrictTX School Building Bonds, Series 2016Negotiated10/05/16 10/19/16 $90,000,000 Oklahoma Water Resources Board OK Revolving Fund Revenue Bonds (Drinking Water Program), Series 2016 (Master Trust) Negotiated10/05/16 10/26/16 $188,625,000 Massachusetts School Building Authority (MA) MA Senior Dedicated Sales Tax Refunding Bonds, 2016 Series C Negotiated10/05/16 10/26/16 $405,000,000 Massachusetts School Building Authority (MA) MA Senior Dedicated Sales Tax Bonds, 2016 Series BNegotiated10/05/16 11/10/16 $31,690,000 Matanuska-Susitna Borough AK General Obligation School Refunding Bonds, 2016 Series A Negotiated10/05/16 10/13/16 $17,771,000 City of Somerville MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive10/05/16 10/19/16 $600,000 Town of Wareham MA General Obligation Bond Anticipation NotesCompetitive10/06/16 10/20/16 $4,250,000 Lexington-Fayette Urban County Airport Board KY General Airport Revenue Refunding Bonds, 2016 Series E Negotiated10/06/16 10/20/16 $4,840,000 Lexington-Fayette Urban County Airport Board KY General Airport Revenue Bonds, 2016 Series ANegotiated10/06/16 10/20/16 $4,880,000 Lexington-Fayette Urban County Airport Board KY General Airport Revenue Bonds, 2016 Series BNegotiated10/06/16 10/20/16 $5,345,000 Lexington-Fayette Urban County Airport Board KY General Airport Revenue Bonds, 2016 Series DNegotiated10/06/16 10/20/16 $39,095,000 Lexington-Fayette Urban County Airport Board KY General Airport Revenue and Revenue Refunding Bonds, 2016 Series C Negotiated10/06/16 10/20/16 $27,010,000 South Feather Water and Power AgencyCA 2016 Certificates of Participation (Miners Ranch Water Treatment Plant Improvement Project) Negotiated10/06/16 11/03/16 $41,080,000 New Hampshire Municipal Bond Bank NH 2016 Series E Refunding BondsNegotiated10/06/16 10/14/16 $1,405,903 Town of Lynnfield MA General Obligation Tabxable Bond Anticipation Notes, Series A (renewals) Competitive10/06/16 10/14/16 $1,182,068 Town of Lynnfield MA General Obligation Bond Anticipation Notes Series B (new money and renewals) Competitive10/06/16 10/19/16 $1,531,000 Hamilton-Wenham Regional School District MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive10/06/16 11/01/16 $4,300,000 Montgomery County Municipal Utility District No. 98 TX Unlimited Tax Bonds, Series 2016Competitive10/11/16 10/01/16 $14,220,000 City of Melissa TX General Obligation Refunding and Improvement Bonds, Series 2016 Negotiated10/11/16 10/01/16 $10,020,000 City of Melissa TX Combination Tax and Surplus Revenue Certificates of Obligation, Series 2016 Negotiated10/11/16 10/01/16 $27,640,000 Grayson County Junior College District TX General Obligation Refunding Bonds, Series 2016Competitive10/11/16 11/01/16 $7,600,000 Lakeside Water Control & Improvement District No. 2-C TX Unlimited Tax Bonds, Series 2016ACompetitive10/11/16 10/20/16 $4,590,000 Town of Wolcott (CT) CT General Obligation Bonds, Issue of 2016Competitive10/11/16 10/20/16 $11,710,000 Town of Wolcott (CT) CT General Obligation Bond Anticipation NotesCompetitive10/11/16 10/21/16 $1,500,000 Monomoy Regional School District (MA)MA General Obligation Bond Anticipation Notes (renewal)Competitive10/12/16 10/01/16 $48,420,000 Carrollton-Farmers Branch Independent School District TX Refunding Bonds, Series 2016Negotiated10/12/16 10/01/16 $46,500,000 Mission Consolidated Independent School District TX Refunding Bonds, Series 2016Negotiated10/12/16 10/19/16 $31,853,000 City of Beverly (MA) MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive10/12/16 10/21/16 $5,642,977 Town of Tyngsborough MA General Obligation Bond Anticipation Notes (renewal)Competitive10/12/16 10/21/16 $3,200,000 Triton Regional School District MA General Obligation BondsCompetitive10/12/16 10/28/16 $1,136,500 Town of Somerset MA General Obligation Bond Anticipation Notes (new money) Competitive10/13/16 10/15/16 $17,735,000 Princeton Independent School District TX Refunding Bonds, Series 2016ANegotiated10/13/16 11/01/16 $446,170,000 Cypress-Fairbanks Independent School District TX School Building and Refunding Bonds, Series 2016Negotiated10/13/16 11/01/16 $129,175,000 Victoria Independent School District TX Refunding Bonds, Series 2016Negotiated10/13/16 11/01/16 $28,720,000 County of Titus TX Refunding Bonds, Series 2016Negotiated10/13/16 11/01/16 $32,225,000 Splendora Independent School District TX School Building and Refunding Bonds, Series 2016BNegotiated10/13/16 11/01/16 $3,060,000 Montgomery County Municipal Utility District No. 126 (TX) TX Unlimited Tax Road Bonds, Series 2016Competitive10/13/16 11/01/16 $2,665,000 Fort Bend County Municipal Utility District No. 48 TX Unlimited Tax Bonds, Series 2016Competitive10/13/16 11/01/16 $5,000,000 Harris County Water Control and Improvement District No. 157 TX Unlimited Tax Bonds, Series 2016ACompetitive10/13/16 11/01/16 $3,025,000 Northwest Harris County Municipal Utility District No. 32 (TX) TX Unlimited Tax Bonds, Series 2016ACompetitive10/14/16 10/01/16 $8,360,000 La Feria Independent School District TX Refunding Bonds, Series 2016Negotiated10/17/16 11/01/16 $4,675,000 Harris County Water Control and Improvement District No. 161 (TX) TX Unlimited Tax Bonds, Series 2016Competitive10/17/16 11/01/16 $8,675,000 Harris County Municipal Utility District No. 287 TX Unlimited Tax Bonds, Series 2016Competitive10/18/16 10/27/16 $20,030,000 City of Sacramento CA Special Tax Bonds, Series 2016 (Natomas Central Community Facilities District No. 2006-02) Negotiated10/18/16 11/01/16 $2,750,000 Montgomery County Municipal Utility District No. 127 (TX) TX Unlimited Tax Bonds, Series 2016Competitive10/18/16 11/01/16 $18,000,000 Harris County Municipal Utility District No. 419 (TX) TX Unlimited Tax Bonds, Series 2016ACompetitive10/18/16 10/15/16 $7,110,000 Benbrook Water Authority TX Waterworks and Sewer System Revenue Bonds Series 2016 Competitive10/18/16 10/27/16 $20,000,000 Town of Winchester (MA) MA General Obligation School Project Loan, Chapter 70B Bonds Competitive10/18/16 10/28/16 $400,000 Town of Winchester (MA) MA General Obligation Taxable Bond Anticipation NotesCompetitive10/18/16 10/28/16 $7,528,000 Town of Winchester (MA) MA Unlimited Tax General Obligation Bond Anticipation Notes Competitive10/18/16 11/01/16 $7,570,000 City of Sugar Land TX General Obligation Bonds, Series 2016Competitive10/18/16 11/10/16 $21,025,000 Maryland Water Quality Financing Administration MD Revolving Loan Fund Revenue Refunding Bonds Series 2016 Competitive10/18/16 11/01/16 $3,410,000 Brazoria County Municipal Utility District No. 16 TX Unlimited Tax Bonds, Series 2016Competitive10/18/16 11/01/16 $4,850,000 Fort Bend County Municipal Utility District No. 187 (TX) TX Unlimited Tax Bonds, Series 2016Competitive10/19/16 10/15/16 $26,000,000 Midland Independent School District TX Refunding Bonds, Series 2016Negotiated10/19/16 11/01/16 $30,875,000 City of Port St Lucie (FL) FL Public Service Tax Refunding Revenue Bonds, Series 2016 Negotiated10/19/16 11/17/16 $155,885,000 Dallas County Utility and Reclamation District TX Refunding Bonds, Series 2016Negotiated10/19/16 11/01/16 $3,955,000 NorthPointe Water Control and Improvement District TX Unlimited Tax Bonds, Series 2016Competitive10/19/16 11/01/16 $6,000,000 Harris County Municipal Utility District No. 401 (TX) TX Unlimited Tax Bonds, Series 2016ACompetitive10/19/16 10/27/16 $19,607,000 City of Pittsfield MA State Qualified General Obligation Municipal Purpose Loan of 2016 Bonds Competitive10/19/16 10/28/16 $195,000 Town of Southborough MA General Obligation Bond Anticipation NotesCompetitive10/19/16 10/28/16 $6,095,097 City of Pittsfield MA General Obligation Bond Anticipation Notes (renewal)Competitive10/19/16 11/04/16 $310,000 Town of Truro MA General Obligation Bond Anticipation NotesCompetitive10/19/16 11/09/16 $37,423,000 Town of Nantucket MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive10/19/16 11/10/16 $1,625,269 Town of Walpole MA General Obligation Bond Anticipation Notes (new and renewal) Competitive10/19/16 11/10/16 $11,347,962 Town of Nantucket MA General Obligation Bond Anticipation Notes (new and renewal) Competitive10/19/16 11/01/16 $1,490,000 Harris County Municipal Utility District No. 24 TX Waterworks and Sewer System Combination Unlimited Tax and Revenue Bonds, Series 2016 Competitive10/20/16 10/27/16 $10,450,000 State Board of Regents of the State of Utah UT Variable Rate Student Loan Backed Notes, Series 2016-1 (Libor Indexed Notes) Subordinate Series B Negotiated10/20/16 10/27/16 $441,800,000 State Board of Regents of the State of Utah UT Variable Rate Student Loan Backed Notes, Series 2016-1 (Libor Indexed Notes) Senior Series A Negotiated10/20/16 11/01/16 $2,750,000 Travis County Municipal Utility District No. 15 TX Unlimited Tax Bonds, Series 2016Competitive10/20/16 11/01/16 $5,855,000 Fort Bend County Municipal Utility District No. 134B (TX) TX Unlimited Tax Bonds, Series 2016Competitive10/20/16 11/03/16 $3,850,000 Town of Sandwich MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive10/24/16 10/15/16 $6,575,000 City of Lancaster (TX) TX General Obligation Refunding Bonds, Series 2016Negotiated10/24/16 11/22/16 $8,465,000 City of Princeton (TX) TX Combination Tax and Surplus Revenue Certificates of Obligation, Series 2016 Competitive10/24/16 11/01/16 $4,800,000 Fort Bend County Municipal Utility District No. 173 (TX) TX Unlimited Tax Bonds, Series 2016Competitive43 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience10/24/16 11/01/16 $5,735,000 Fort Bend County Municipal Utility District No. 134C TX Unlimited Tax Road Bonds, Series 2016Competitive10/25/16 10/15/16 $11,500,000 Lake View Management and Development District (TX) TX Utility System Bonds, Series 2016Negotiated10/25/16 11/01/16 $5,690,000 Montgomery County Municipal Utility District No. 115 TX Refunding Bonds, Series 2016ANegotiated10/25/16 11/01/16 $5,245,000 Montgomery County Municipal Utility District No. 89 TX Refunding Bonds, Series 2016ANegotiated10/25/16 11/15/16 $105,140,000 El Paso County Community College District TX Combined Fee Revenue Improvement Bonds, Series 2016 Negotiated10/25/16 10/15/16 $37,600,000 Ellis County (TX) TX General Obligation Refunding Bonds, Series 2016Competitive10/25/16 11/10/16 $115,000,000 City and County of Denver CO Wastewater Enterprise Revenue Bonds, Series 2016Competitive10/25/16 10/15/16 $9,090,000 City of Texarkana (TX) TX General Obligation Refunding Bonds, Series 2016Competitive10/25/16 11/01/16 $5,000,000 Harris County Municipal Utility District No. 416 (TX) TX Unlimited Tax Bonds, Series 2016Competitive10/25/16 10/15/16 $10,915,000 Mount Pleasant Independent School District TX Maintenance Tax Notes, Series 2016Competitive10/26/16 11/01/16 $7,500 Whitehouse Independent School District TX Refunding Capital Appreciation Bonds, Series 2016 (Maturity Value) Negotiated10/26/16 11/01/16 $25,250,000 Whitehouse Independent School District TX Refunding Bonds, Series 2016Negotiated10/26/16 11/01/16 $3,710,000 McGregor Independent School District TX Refunding Bonds, Series 2016Negotiated10/26/16 11/10/16 $17,445,000 New Hampshire Health and Education Facilities Authority (NH) NH Revenue Bonds, Series 2016 (Saint Anselm College)Negotiated10/26/16 11/15/16 $2,175,000 Graford Independent School District TXRefunding Bonds, Series 2016Negotiated10/26/16 11/01/16 $4,200,000 Fulshear Municipal Utility District No. 1 of Fort Bend County (TX) TX Unlimited Tax Bonds, Series 2016Competitive10/26/16 11/09/16 $25,660,000 Town of Arlington (MA) MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive10/26/16 11/17/16 $17,227,000 City of Salem (MA) MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive10/26/16 11/01/16 $5,280,000 West Harris County Municipal Utility District No. 7 TX Waterworks and Sewer System Combination Unlimited Tax and Revenue Bonds, Series 2016 Competitive10/27/16 10/15/16 $32,760,000 Mansfield Independent School District TX Refunding Bonds, Series 2016Negotiated10/27/16 11/09/16 $59,345,000 New Hampshire Health and Education Facilities Authority (NH) NH Revenue Bonds, Series 2016 (Southern New Hampshire Medical Center Issue) Negotiated10/27/16 11/15/16 $8,510,000 Central Heights Independent School District TX Refunding Bonds, Series 2016Negotiated10/27/16 11/15/16 $147,020,000 New Hampshire Health and Education Facilities Authority (NH) NH Revenue Bonds, Elliot Hospitals Issue,Series 2016Negotiated10/27/16 11/17/16 $194,965,000 Regional Transportation District CO Sales Tax Revenue Bonds (FasTracks Project), Series 2016A Negotiated10/27/16 11/17/16 $293,115,000 Michigan Finance Authority (MI) MI Clean Water Revolving Fund Revenue and Revenue Refunding Bonds, Series 2016B Negotiated10/27/16 10/15/16 $330,560,000 North Texas Municipal Water District TX Water System Revenue Refunding and Improvement Bonds, Series 2016 Competitive10/27/16 11/01/16 $5,000,000 Canyon Falls Water Control and Improvement District #2 of Denton Co TX Unlimited Tax Road Bonds, Series 2016Competitive10/27/16 11/15/16 $10,660,000 Town of Plymouth (MA) MA General Obligation Refunding BondsCompetitive10/31/16 11/01/16 $1,960,000 Harris County Municipal Utility District No. 106 TX Unlimited Tax Bonds, Series 2016Competitive11/01/16 10/15/16 $5,035,000 Llano Independent School District TX Refunding Bonds, Series 2016Negotiated11/01/16 11/01/16 $33,705,000 City of Grand Prairie TX Combination Tax and Revenue Certification of Obligation, Series 2016 Negotiated11/01/16 11/01/16 $37,125,000 City of Grand Prairie TX General Obligation Refunding Bonds, Series 2016Negotiated11/01/16 11/01/16 $6,730,000 City of Grand Prairie TX Sales Tax Revenue Bonds, Series 2016Negotiated11/01/16 11/15/16 $8,380,000 Tatum Independent School District TX Refunding Bonds, Series 2016Negotiated11/01/16 11/10/16 $8,130,000 City of Melrose (MA) MA General Obligation Bond Anticipation Notes (renewals) Competitive11/01/16 11/15/16 $23,450,000 City of Lawrence (MA) MA General Obligation State Qualified Refunding BondsCompetitive11/02/16 11/01/16 $17,625,000 City of Grand Prairie TX Water and Wastewater System Revenue Refunding and Improvement Bonds, New Series 2016 Negotiated11/02/16 11/01/16 $3,925,000 Quinlan Independent School District TXRefunding Bonds, Series 2016Negotiated11/02/16 11/01/16 $26,670,000 Allen Independent School District TX Refunding Bonds, Series 2016ANegotiated11/02/16 11/17/16 $4,935,000 Town of Dennis MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive11/02/16 11/17/16 $29,000,000 Town of Rocky Hill CT General Obligation Bond Anticipation NotesCompetitive11/03/16 11/01/16 $91,375,000 Mesquite Independent School DistrictTX School Building Bonds, Series 2016CNegotiated11/03/16 11/30/16 $5,895,000 Westpark Community Facilities District AZ District General Obligation Refunding Bonds, Series 2016 Negotiated11/03/16 12/01/16 $4,100,000 Fort Bend County Municipal Utility District No. 194 (TX) TX Unlimited Tax Bonds, Series 2016Competitive11/03/16 11/17/16 $16,655,000 Town of Brookfield (CT) CT General Obligation Bond Anticipation Notes Series BCompetitive11/03/16 11/17/16 $4,700,000 Town of Brookfield (CT) CT General Obligation Bond Anticipation Notes Series C (Federally Taxable) Competitive11/04/16 11/01/16 $16,965,000 City of Leander TX Combination Tax and Revenue Certificates of Obligation, Series 2016 Negotiated11/04/16 11/01/16 $19,365,000 City of Leander TX General Obligation and Refunding Bonds, Series 2016Negotiated11/04/16 11/17/16 $24,625,000 Martin County (FL) FL Utilities System Refunding Revenue Bonds, Series 2016B Negotiated11/04/16 11/17/16 $47,760,000 Martin County (FL) FL Utilities System Refunding Revenue Bonds, Series 2016A Negotiated11/04/16 11/23/16 $1,915,000 Woodloch Health Facilities Development Corporation (TX) TX Senior Housing Revenue Bonds, Series 2016A-3 (Inspired Living at Lewisville Project) Negotiated11/04/16 11/23/16 $2,555,000 Woodloch Health Facilities Development Corporation (TX) TX Senior Housing Revenue Bonds, Series 2016A-2 (Inspired Living at Lewisville Project) Negotiated11/04/16 11/23/16 $4,990,000 Woodloch Health Facilities Development Corporation (TX) TX Subordinate Senior Housing Revenue Bonds, Series 2016B (Inspired Living at Lewisville Project) Negotiated11/04/16 11/23/16 $35,925,000 Woodloch Health Facilities Development Corporation (TX) TX Senior Housing Revenue Bonds, Series 2016A-1 (Inspired Living at Lewisville Project) Negotiated11/07/16 12/01/16 $2,965,000 City of Lake Jackson TX Limited Tax Bonds, Series 2016Competitive11/07/16 12/01/16 $3,855,000 City of Lake Jackson TX Certificates of Obligation, Series 2016Competitive11/07/16 12/01/16 $3,885,000 City of Lake Jackson TX Waterworks and Sewer System Revenue and Refunding Bonds, Series 2016 Competitive11/08/16 11/01/16 $8,145,000 City of White Settlement TX General Obligation Refunding Bonds, Series 2016Negotiated11/09/16 11/17/16 $8,265,000 City of Lafayette (CO) CO General Obligation Refunding and Improvement Bonds, Series 2016 Negotiated11/09/16 11/18/16 $2,128,161 Town of AyerMA General Obligation Bond Anticipation Notes (renewal)Competitive11/09/16 11/18/16 $4,612,000 Berlin-Boylston Regional School District MA General Obligation Bond Anticipation Notes (renewals) Competitive11/09/16 11/18/16 $5,671,000 Town of West Boylston MA General Obligation Bond Anticipation Notes (new and renewal) (Unlimited Tax) Competitive11/09/16 11/22/16 $4,393,783 Town of Orleans (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive11/09/16 11/30/16 $325,000 Cotuit Fire District MA General Obligation Bond Anticipation Notes (renewal)Competitive11/09/16 11/30/16 $2,000,000 Cotuit Fire District MA General Obligation Bond Anticipation Notes (renewal)Competitive11/10/16 12/01/16 $7,830,000 Fort Bend County Municipal Utility District No. 165 TX Unlimited Tax Bonds, Series 2016Competitive11/10/16 12/01/16 $7,760,000 West Harris County Municipal Utility District No. 5 TX Unlimited Tax Bonds, Series 2016Competitive11/10/16 12/01/16 $6,250,000 Timber Lane Utility District TX Unlimited Tax Bonds, Series 2016Competitive11/14/16 12/01/16 $2,650,000 Harris County Municipal Utility District No. 419 (TX) TX Unlimited Tax Road Bonds, Series 2016Competitive11/14/16 12/01/16 $4,900,000 Fort Bend County Municipal Utility District No. 172 (TX) TX Unlimited Tax Park Bonds, Series 2016Competitive11/14/16 11/17/16 $13,445,000 Town of Winthrop (MA) MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive11/15/16 11/15/16 $4,055,000 Presidio Independent School District TX Refunding Bonds, Series 2016Negotiated11/15/16 11/15/16 $36,875,000 City of Garland TX Electric Utility System Revenue Refunding Bonds, New Series 2016B Negotiated11/15/16 11/15/16 $42,040,000 City of Garland TX General Obligation Refunding Bonds, Series 2016Negotiated11/15/16 11/15/16 $16,715,000 City of Garland TX Water and Sewer System Revenue Refunding Bonds, New Series 2016 Negotiated44 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience11/15/16 11/15/16 $12,055,000 City of Garland TX Electric Utility System Revenue Refunding Bonds, New Series 2016A Negotiated11/15/16 12/01/16 $1,280,000 Conroe Municipal Utility District No. 1 (TX) TX Unlimited Tax Bonds, Series 2016Competitive11/15/16 11/15/16 $17,700,000 City of The Colony TX Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2016 Competitive11/15/16 12/01/16 $1,825,000 Fort Bend County Municipal Utility District No. 140 TX Unlimited Tax Park Bonds, Series 2016ACompetitive11/15/16 12/01/16 $5,700,000 Fort Bend County Municipal Utility District No. 140 TX Unlimited Tax Bonds, Series 2016Competitive11/15/16 12/01/16 $9,425,000 City of Roanoke (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2016 Competitive11/15/16 12/15/16 $8,995,000 Nantucket Islands Land Bank MA2016 Series A Refunding Bonds (Full Faith and Credit Issue) Competitive11/16/16 12/07/16 $20,270,000 Municipality of Anchorage (AK) AK 2016 General Obligation Bonds, Series B (Schools)Negotiated11/16/16 12/07/16 $24,870,000 Municipality of Anchorage (AK) AK 2016 General Obligation Bonds, Series A (General Purpose) Negotiated11/16/16 12/07/16 $41,960,000 Municipality of Anchorage (AK) AK 2016 General Obligation Refunding Bonds, Series C (Schools) Negotiated11/16/16 11/15/16 $14,500,000 Collin County Municipal Utility District No. 1 (TX) TX Unlimited Tax Road Bonds, Series 2016Competitive11/16/16 12/01/16 $1,910,000 Spring Creek Forest Public Utility District (TX) TX Unlimited Tax Bonds, Series 2016Competitive11/16/16 12/01/16 $4,200,000 Lazy Nine Municipal Utility District No. 1B (TX) TX Unlimited Tax Road Bonds, Series 2016ACompetitive11/16/16 12/01/16 $4,240,000 Northwest Park Municipal Utility District (TX) TX Unlimited Tax Bonds, Series 2016ACompetitive11/17/16 12/01/16 $21,800,000 OcoeeFL Water and Sewer System Revenue and Revenue Refunding Bonds, Series 2016 Negotiated11/17/16 12/07/16 $25,420,000 Texas Public Finance Authority TX General Obligation Refunding Bonds, Series 2016 (Texas Military Value Revolving Loan Program) Negotiated11/17/16 12/01/16 $2,545,000 Travis County Municipal Utility District No. 18 (TX) TX Unlimited Tax Bonds, Series 2016Competitive11/17/16 11/15/16 $19,050,000 North Texas Municipal Water DistrictTX Regional Solid Waste Disposal System Revenue and Refunding Bonds, Series 2016 Competitive11/17/16 12/01/16 $4,050,000 Woodcreek Municipal Utility District TX Waterworks and Sewer System Combination Unlimited Tax and Revenue Bonds, Series 2016 Competitive11/17/16 12/01/16 $4,555,000 City of Angleton TX General Obligation Refunding Bonds, Series 2016Competitive11/17/16 12/01/16 $9,440,000 Fort Bend County Municipal Utility District No. 134B (TX) TX Unlimited Tax Road Bonds, Series 2016Competitive11/17/16 12/01/16 $4,612,500 City of Haverhill MA General Obligation State Qualified Deficit Financing Bond Anticpation Notes Competitive11/17/16 12/01/16 $15,240,000 Denton County Fresh Water Supply District No. 10 TX Unlimited Tax Bonds, Series 2016ACompetitive11/18/16 11/30/16 $2,060,000 Erie County (NY) NY General Obligation Bonds Sewer District Bonds, Series 2016B Negotiated11/18/16 11/30/16 $30,705,000 Erie County (NY) NY General Obligation Public Improvement Bonds, Bonds, Series 2016A Negotiated11/21/16 12/01/16 $3,555,000 Addicks Utility District TX Waterworks and Sewer System Combination Unlimited Tax and Revenue Bonds, Series 2016 Competitive11/21/16 12/15/16 $20,240,000 City of Tomball TX Combination Tax and Revenue Certificates of Obligation, Series 2016 Competitive11/22/16 12/01/16 $2,910,000 Montgomery County Municipal Utility District No. 99 TX Unlimited Tax Bonds, Series 2016Competitive11/22/16 12/08/16 $550,000 Town of Southborough MA General Obligation Bond Anticipation NotesCompetitive11/22/16 12/08/16 $2,105,000 Town of Maynard MA General Obligation Refunding BondsCompetitive11/23/16 12/01/16 $108,315,000 The Metropolitan District, Hartford County CT General Obligation Bonds, Issue of 2016, Series CNegotiated11/28/16 12/15/16 $4,435,000 City of Manvel TX Combination Tax and Revenue Certificates of Obligation, Series 2016 Competitive11/29/16 12/01/16 $8,175,000 Borger Independent School District TX Refunding Bonds, Series 2016Negotiated11/29/16 12/01/16 $32,515,000 West Harris County Regional Water Authority TX Water System Revenue Bonds, Series 2016ANegotiated11/29/16 12/01/16 $9,050,000 Gregory-Portland Independent School District TX School Building Bonds, Series 2016Negotiated11/29/16 12/01/16 $2,185,000 Galveston County Municipal Utility District No. 66 (TX) TX Unlimited Tax Bonds, Series 2016Competitive11/29/16 12/07/16 $90,000,000 Erie County (NY) NY Revenue Anticipation Notes, 2016Competitive11/30/16 12/15/16 $2,405,000 Matanuska-Susitna Borough AK Certification of Participation, Series 2016C (Animal Care Facility Lease Refunding) Negotiated11/30/16 12/15/16 $5,000,000 Matanuska-Susitna Borough AK Certification of Participation, Series 2016B (Fire Station Lease) Negotiated11/30/16 12/15/16 $5,700,000 Matanuska-Susitna Borough AK Certification of Participation, Series 2016A (Fire Station Lease) Negotiated11/30/16 12/01/16 $4,500,000 Travis County Municipal Utility District No. 21 (TX) TX Unlimited Tax Bonds, Series 2016ACompetitive11/30/16 12/01/16 $1,555,000 Travis County Municipal Utility District No. 21 (TX) TX Unlimited Tax Road Bonds, Series 2016BCompetitive11/30/16 12/01/16 $4,200,000 Fort Bend County Municipal Utility District No. 170 (TX) TX Unlimited Tax Bonds, Series 2016Competitive11/30/16 12/08/16 $28,705,000 Town of Framingham MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive11/30/16 12/09/16 $3,019,766 Town of Framingham MA General Obligation Bond Anticipation Notes (renewals) Competitive11/30/16 12/15/16 $13,380,000 Town of Falmouth (MA) MA General Obligation Municipal Purpose Loan of 2016Competitive12/01/16 12/13/16 $5,115,000 Park CountyCO Certificates of Pariticpation, Series 2016Negotiated12/01/16 12/15/16 $8,980,000 Rains Independent School District TX Refunding Bonds, Series 2016Negotiated12/01/16 12/01/16 $158,065,000 State of Texas (TX) TX College Student Loan Bonds, Series 2016 (General Obligation Bonds) Competitive12/01/16 12/16/16 $185,000 Town of Falmouth (MA) MA General Obligation Bond Anticipation Notes (new and renewal) Competitive12/02/16 12/08/16 $2,960,000 Town of Natick MA General Obligation Bond Anticipation NotesCompetitive12/05/16 12/15/16 $9,575,000 Cibolo Canyons Special Improvement District TX Limited Ad Valorem Tax Road Bonds, Series 2016Negotiated12/05/16 12/15/16 $5,000,000 Harris County Water Control and Improvement District No. 21 TX Unlimited Tax Bonds, Series 2016Competitive12/06/16 12/01/16 $9,315,000 City of Elgin (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2016 Negotiated12/06/16 12/15/16 $6,390,000 City of AliceTX General Obligation Refunding Bonds, Series 2017Negotiated12/06/16 12/22/16 $81,500,000 State of Mississippi MS General Obligation Bonds, Series 2016CNegotiated12/06/16 12/22/16 $188,850,000 State of Mississippi MS General Obligation Bonds, Series 2016BNegotiated12/06/16 12/15/16 $6,425,000 Town of Andover (MA) MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive12/06/16 12/15/16 $8,000,000 City of Greenville (NC) NC General Obligation Street and Pedestrian Transportation Bonds, Series 2016 Competitive12/06/16 12/16/16 $2,800,000 City of Revere MA General Obligation Bond Anticipation NotesCompetitive12/07/16 12/15/16 $12,885,000 City of Harlingen TX Combination Tax and Revenue Certificates of Obligation, Series 2016 Negotiated12/07/16 12/15/16 $1,750,000 Town of Weymouth MA General Obligation Municipal Purpose Loan of 2016 Bonds Competitive12/07/16 12/16/16 $1,844,000 Town of Andover (MA) MA General Obligation Bond Anticipation Notes (new and renewal) Competitive12/07/16 12/20/16 $5,505,000 City of Lowell (MA) MA General Obligation State Qualified Refunding BondsCompetitive12/08/16 12/20/16 $35,360,000 Solid Waste Authority of Central Ohio OH General Obligation (Limited Tax) Solid Waste Facilities Refunding Bonds, Series 2016 Negotiated12/08/16 01/18/17 $116,850,000 Love Field Airport Modernization Corporation TX General Airport Revenue Bonds, Series 2017Negotiated12/08/16 12/01/16 $1,700,000 Harris County Municipal Utility District No. 391 TX Unlimited Tax Park Bonds Series 2016ACompetitive12/08/16 12/16/16 $200,000 Town of Tyngsborough MA General Obligation Bond Anticipation NotesCompetitive12/08/16 12/20/16 $2,500,000 City of Chicopee MA General Obligation Bond Anticipation Notes (renewal)Competitive12/12/16 12/15/16 $7,975,000 City of Port Arthur TX General Obligation Refunding Bonds, Series 2016 (Limited Tax) Negotiated12/12/16 12/15/16 $2,370,000 City of LorenaTX Combination Tax and Revenue Certificates of Obligation, Series 2017 Negotiated12/12/16 12/15/16 $690,000 City of LorenaTX Combination Tax and Revenue Certificates of Obligation, Series 2017A Negotiated12/12/16 01/01/17 $65,980,000 Canyon Independent School District TXSchool Building and Refunding Bonds, Series 2017Negotiated12/12/16 12/01/16 $18,975,000 City of Mansfield (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2017 Competitive12/12/16 01/01/17 $2,635,000 City of McGregor (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2017 Competitive45 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience12/12/16 01/11/17 $11,755,000 City of Athens (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2017 Competitive12/13/16 12/01/16 $7,185,000 City of San Juan TX General Obligation Refunding Bonds, Series 2016Negotiated12/13/16 12/22/16 $37,075,000 City of Port St Lucie (FL) FL General Obligation Refunding Bonds, Series 2016Competitive12/13/16 12/22/16 $5,550,000 Town of Dover (MA) MA General Obligation Taxable Bond Anticipation Notes (renewal money) Competitive12/13/16 01/05/17 $195,000 Town of Dennis MA General Obligation Bond Anticipation NotesCompetitive12/14/16 12/01/16 $2,335,000 Kaufman County Fresh Water Supply District No. 1-C TX Utility System Refunding Bonds, Series 2016Negotiated12/14/16 12/29/16 $6,290,000 City of Atlanta (GA) GA Tax Allocation Refunding Bonds, Series 2016C (Beltline Project) Negotiated12/14/16 12/29/16 $21,600,000 City of Atlanta (GA) GA Tax Allocation Refunding Bonds, Series 2016A (Beltline Project) Negotiated12/14/16 12/29/16 $38,325,000 City of Atlanta (GA) GA Tax Allocation Bonds, Series 2016E (Beltline Project)Negotiated12/14/16 12/29/16 $39,035,000 City of Atlanta (GA) GA Tax Allocation Refunding Bonds, Series 2016B (Beltline Project) Negotiated12/14/16 12/29/16 $39,605,000 City of Atlanta (GA) GA Tax Allocation Bonds, Series 2016D (Beltline Project)Negotiated12/14/16 12/21/16 $4,000,000 Town of Arlington (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive12/15/16 12/15/16 $1,850,000 Anna Community Development Corporation (TX) TX Sales Tax Revenue Bonds, Series 2016Negotiated12/15/16 12/21/16 $2,470,000 City of Steamboat Springs CO Certificates of Participation, Series 2016BNegotiated12/15/16 12/21/16 $3,750,000 City of Steamboat Springs CO Certificates of Participation, Series 2016ANegotiated12/15/16 01/01/17 $4,475,000 Cinco Southwest Municipal Utility District No. 4 TX Road Refunding Bonds, Series 2017Negotiated12/15/16 12/22/16 $3,000,000 City of Quincy (MA) MA General Obligation Bond Anticipation Notes (renewal)Competitive12/15/16 01/06/17 $245,504 Town of Orleans (MA) MA State House Serial Loan NotesCompetitive01/04/17 01/12/17 $500,000 Town of Paxton MA Revenue Anticipation NotesCompetitive01/04/17 01/13/17 $166,667 Town of Princeton MA General Obligation Bond Anticipation NotesCompetitive01/05/17 01/01/17 $181,835,000 El Paso Independent School DistrictTX School Building, Series 2017Negotiated01/05/17 01/15/17 $6,185,000 City of Mabank TX General Obligation Refunding Bonds, Series 2017Negotiated01/05/17 01/19/17 $150,000,000 Cherry Creek School District No. 5 CO General Obligation Bonds, Series 2017Competitive01/05/17 01/13/17 $3,184,946 Town of Webster (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive01/05/17 01/17/17 $10,945,000 Town of Needham MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive01/05/17 01/18/17 $2,000,000 Cotuit Fire District MA General Obligation Bond Anticipation NotesCompetitive01/06/17 01/01/17 $30,980,000 Board of Regents, Texas State University System TX Revenue Financing System Revenue Bonds, Series 2017B Negotiated01/06/17 01/01/17 $164,305,000 University of North Texas Board of Regents TX Revenue Financing System Refunding and Improvement Bonds, Series 2017B Negotiated01/06/17 01/01/17 $168,350,000 Ysleta Independent School District TX School Building Bonds, Series 2017Negotiated01/06/17 01/01/17 $196,165,000 Board of Regents of the University of North Texas System TX Revenue Financing System Refunding and Improvement Bonds, Series 2017A Negotiated01/06/17 01/01/17 $425,545,000 Board of Regents, Texas State University System TX Revenue Financing System Revenue and Refunding Bonds, Series 2017A Negotiated01/09/17 02/01/17 $249,761 Addicks Utility District TX Waterworks and Sewer System Combination and Revenue Refunding Capital Appreciation Bonds, Series 2017 Negotiated01/09/17 02/01/17 $8,190,000 Addicks Utility District TX Waterworks and Sewer System Combination and Revenue Refunding Bonds, Series 2017 Negotiated01/09/17 02/01/17 $2,380,000 Blue Ridge West Municipal Utility District (TX) TX Waterworks and Sewer System Combination Unlimited Tax and Revenue Bonds, Series 2017 Competitive01/10/17 01/01/17 $17,540,000 City of Heath (TX) TX Combination Tax and Surplus Revenue Certificates of Obligation, Series 2017 Negotiated01/10/17 01/01/17 $4,360,000 City of Heath (TX) TX General Obligation Refunding Bonds, Series 2017Negotiated01/10/17 01/31/17 $388,705,000 Board of Regents of the Texas A & M University System (TX) TX Revenue Financing System Bonds, Series 2017ANegotiated01/10/17 02/01/17 $2,600,000 Fort Bend County Municipal Utility District No. 187 (TX) TX Unlimited Tax Road Bonds, Series 2017Competitive01/10/17 01/20/17 $3,960,000 Town of Burlington (CT) CT General Obligation Bond Anticipation NotesCompetitive01/11/17 01/01/17 $39,310,000 Midtown Redevelopment Authority TX Tax Increment Contract Revenue and Refunding Bonds, Series 2017 Negotiated01/11/17 02/01/17 $4,230,000 Harris County Municipal Utility District No. 419 (TX) TX Road Refunding Bonds, Series 2017Negotiated01/11/17 01/25/17 $14,135,000 City of Concord (NH) NH General Obligation Capital Improvement BondsCompetitive01/11/17 01/20/17 $27,000,000 City of Quincy (MA) MA General Obligation Bond Anticipation NotesCompetitive01/11/17 01/25/17 $1,710,000 City of Concord (NH) NH General Obligation Bond Anticipation NotesCompetitive01/11/17 02/09/17 $9,168,000 Town of Orleans (MA) MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive01/11/17 01/19/17 $15,185,000 City of Quincy (MA) MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive01/12/17 01/15/17 $4,975,000 Cleveland Independent School DistrictTX Refunding Bonds, Series 2017Negotiated01/12/17 01/19/17 $33,950,000 University of Connecticut CT General Obligation Bonds, Series 2017 Refunding Series A Negotiated01/12/17 01/19/17 $311,200,000 University of Connecticut CT General Obligation Bonds, Series 2017 Series ANegotiated01/12/17 02/01/17 $565,000 Harris County Municipal Utility District No. 82 TX Refunding Capital Appreciation Bonds, Series 2017Negotiated01/12/17 02/01/17 $2,835,000 Harris County Municipal Utility District No. 82 TX Refunding Bonds, Series 2017Negotiated01/12/17 01/26/17 $26,500,000 City of Oakland (CA) CA General Obligation Bonds (Series 2017C, Measure DD) Competitive01/12/17 02/01/17 $4,080,000 Travis County Municipal Utility District No. 18 (TX) TX Unlimited Tax Road Bonds, Series 2017Competitive01/17/17 01/01/17 $4,465,000 City of Celina (TX) TX Special Assessment Revenue Bonds, Series 2017Negotiated01/17/17 01/01/17 $1,765,000 City of Celina (TX) TX Special Assessment Revenue Bonds, Series 2017 Negotiated01/17/17 02/01/17 $4,535,000 Fort Bend County Municipal Utility District No. 134C TX Refunding Bonds, Series 2017Negotiated01/17/17 02/08/17 $6,265,000 Roseville Finance Authority CA Electric System Revenue Refunding Bonds, Series 2017B Negotiated01/17/17 02/08/17 $56,210,000 Roseville Finance Authority CA Electric System Revenue Refunding Bonds, Series 2017A Negotiated01/17/17 01/15/17 $1,365,000 City of Grapevine TX General Obligation Refunding Bonds, Series 2017Competitive01/17/17 01/15/17 $9,535,000 City of Grapevine TX Combination Tax and Revenue Certificates of Obligation, Series 2017 Competitive01/18/17 01/01/17 $10,670,000 City of McAllen Local Government Finance Corporation (TX) TX Contract Revenue Bonds, Series 2017 (Texas A&M University Building Project) Negotiated01/18/17 01/15/17 $15,690,000 Alamo Community College District TX Variable Rate Revenue Financing System Senior Lien Revenue Bonds, Series 2017 Negotiated01/18/17 02/15/17 $26,315,000 Sealy Independent School District TX School Building and Refunding Bonds, Series 2017Negotiated01/18/17 02/03/17 $12,018,000 Town of Scituate (MA) MA General Obligation Bond Anticipation Notes (new and renewal) Competitive01/19/17 01/01/17 $214,890,000 City of Denton (TX) TX Utility System Revenue Bonds, Series 2017Negotiated01/19/17 01/15/17 $22,680,000 Pecos-Barstow-Toyah Independent School District TX School Building Bonds, Series 2017Negotiated01/19/17 01/15/17 $34,880,000 Alamo Community College District TX Revenue Financing System Senior Lien Revenue Bonds, Series 2017 Negotiated01/19/17 01/26/17 $2,025,000 Woodloch Health Facilities Development Corporation (TX) TX Senior Housing Revenue Bonds, Series 2017A-3 (Inspired Living at Missouri City Project) Negotiated01/19/17 01/26/17 $2,580,000 Woodloch Health Facilities Development Corporation (TX) TX Senior Housing Revenue Bonds, Series 2017A-2 (Inspired Living at Missouri City Project) Negotiated01/19/17 01/26/17 $9,750,000 Woodloch Health Facilities Development Corporation (TX) TX Subordinate Housing Revenue Bonds, Series 2016B (Inspired Living at Missouri City Project) Negotiated01/19/17 01/26/17 $30,320,000 Woodloch Health Facilities Development Corporation (TX) TX Senior Housing Revenue Bonds, Series 2017A-1 (Inspired Living at Missouri City Project) Negotiated01/19/17 02/01/17 $11,635,000 Board of Regents of the University of Houston System TX Consolidated Revenue and Refunding Bonds, Series 2017B (Taxable) Competitive01/19/17 02/01/17 $379,450,000 Board of Regents of the University of Houston System TX Consolidated Revenue and Refunding Bonds, Series 2017A Competitive01/19/17 01/27/17 $2,915,000 City of Methuen MA General Obligation Bond Anticipation Notes (renewal)Competitive01/19/17 02/01/17 $2,110,000 Fort Bend County Municipal Utility District No. 25 TX Unlimited Tax Park Bonds, Series 2017ACompetitive46 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience01/19/17 02/01/17 $6,190,000 Fort Bend County Municipal Utility District No. 25 TX Unlimited Tax Bonds, Series 2017Competitive01/20/17 01/15/17 $12,765,000 Ysleta Independent School District TXQualified School Construction Maintenance Tax Notes, Series 2017 (Direct Subsidy) Negotiated01/20/17 01/31/17 $19,510,000 University of Massachusetts Building Authority MA Project Revenue Bonds, Senior Series 2017-2Negotiated01/20/17 01/31/17 $165,130,000 University of Massachusetts Building Authority MA Project Revenue Bonds, Senior Series 2017-1Negotiated01/20/17 01/31/17 $187,680,000 University of Massachusetts Building Authority MA Refunding Revenue Bonds, Senior Series 2017-3Negotiated01/23/17 01/15/17 $11,025,000 City of Lewisville TX Waterworks and Sewer System Revenue Refunding and Improvement Bonds, Series 2017 Competitive01/23/17 01/15/17 $14,335,000 City of Lewisville TX General Obligation Bonds, Series 2017Competitive01/23/17 02/01/17 $17,770,000 Fort Bend County Levee Improvement District No. 15 TX Unlimited Tax Levee Improvement Bonds, Series 2017 Competitive01/24/17 02/01/17 $13,125,000 Fort Bend County Levee Improvement District No. 17 TX Refunding Bonds, Series 2017Negotiated01/24/17 02/01/17 $36,325,000 Parker County TX Road Bonds, Series 2017Negotiated01/24/17 02/01/17 $48,320,000 Taylor County (TX) TX Limited Tax General Obligation Bonds, Series 2017Negotiated01/24/17 02/08/17 $6,000,000 Town of Cumberland (RI) RI General Obligation Tax Anticipation NotesNegotiated01/24/17 02/15/17 $198,715,000 Spring Independent School District (TX) TX School Building Bonds, Series 2017Negotiated01/24/17 02/02/17 $455,540,000 Metropolitan Government of Nashville and Davidson County (TN) TN General Obligation Improvement Bonds, Series 2017Competitive01/24/17 02/02/17 $10,000,000 City of Pittsfield MA State Qualified General Obligation School BondsCompetitive01/24/17 02/03/17 $1,649,510 City of Pittsfield MA General Obligation Bond Anticipation Notes (renewal)Competitive01/24/17 02/03/17 $15,000,000 City of Pittsfield MA General Obligation Bond Anticipation Notes (new money) Competitive01/25/17 02/16/17 $2,738,000 Festival Ranch Community Facilities District (City of Buckeye) (AZ) AZ Special Assessment Revenue Bonds, Series 2017Negotiated01/25/17 02/02/17 $38,161,000 City of Newton (MA) MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive01/26/17 02/01/17 $3,905,000 Fulshear Municipal Utility District No. 1 of Fort Bend County (TX) TX Refunding Bonds, Series 2017Negotiated01/26/17 02/02/17 $8,850,000 City of Gloucester MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive01/26/17 02/03/17 $17,193,000 City of Gloucester MA General Obligation Bond Anticipation NotesCompetitive01/26/17 02/15/17 $18,000,000 Brock Independent School District TX Unlimited Tax School Building Bonds, Series 2017Competitive01/26/17 02/22/17 $1,900,000 Greater Lowell Regional Vocational Technical School District (MA) MA General Obligation Bond Anticipation Notes (renewal)Competitive01/27/17 02/03/17 $82,895,000 Regional Transportation District CO Sales Tax Revenue Bonds (FasTracks Project), Series 2017A Negotiated01/30/17 02/10/17 $14,979,840 Town of Orleans (MA) MA General Obligation Bond Anticipation Notes (new and renewal) Competitive01/31/17 01/01/17 $81,995,000 Via Metropolitan Transit Authority (TX) TX Contractual Obligations, Series 2017 (Sales Tax Revenue Obligations) Negotiated01/31/17 02/08/17 $23,930,000 Oklahoma Turnpike Authority OK Refunding Second Senior Revenue Bonds, Series 2017B Negotiated01/31/17 02/08/17 $456,070,000 Oklahoma Turnpike Authority OK Second Senior Revenue Bonds, Series 2017ANegotiated01/31/17 02/22/17 $295,700,000 Texas Tech University System Board of Regents TX Revenue Financing System Refunding and Improvement Bonds, Nineteenth Series (2017B) Negotiated01/31/17 02/22/17 $79,035,000 Texas Tech University System Board of Regents TX Revenue Financing System Refunding and Improvement Bonds, Series 2017A Negotiated01/31/17 02/10/17 $14,018,925 City of Fall River MA General Obligiation Bond Anticipation NotesCompetitive02/01/17 02/15/17 $101,050,000 Aldine Independent School District TX Refunding Bonds, Series 2017Negotiated02/02/17 02/09/17 $17,800,000 State Board of Regents of the State of Utah UT Student Loan Backed Notes, Series 2017-1 Subordinate Series B (Libor-Indexed Notes) Negotiated02/02/17 02/09/17 $402,200,000 State Board of Regents of the State of Utah UT Student Loan Backed Notes, Series 2017-1 Senior Series A (Libor-Indexed Notes) Negotiated02/06/17 03/01/17 $35,000,000 Independent School District No. 1 of Tulsa County (Tulsa) OK Combined Purpose Bonds, Series 2017ACompetitive02/07/17 02/01/17 $8,035,000 City of Plano (TX) TX Municipal Drainage Utility System Revenue Refunding and Improvement Bonds, Series 2017 Negotiated02/07/17 02/16/17 $13,387,096 Town of Lexington (MA) MA General Obligation Bond Anticipation Notes (new money & renewal) Competitive02/07/17 02/16/17 $45,475,000 Town of Lexington (MA) MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive02/07/17 02/23/17 $6,633,000 Town of Bedford (MA) MA General Obligation Muncipal Purpose Loan of 2017 Bonds Competitive02/07/17 02/16/17 $1,410,000 Town of Stafford (CT) CT General Obligation Bond Anticipation NotesCompetitive02/08/17 02/24/17 $78,130,000 City of Kansas City (MO) MO Water Revenue Bonds, Series 2017ACompetitive02/08/17 02/17/17 $1,550,000 Town of Plainville (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive02/09/17 03/09/17 $2,500,000 City of VanTX Combination Tax and Revenue Certificates of Obligation, Series 2017 Competitive02/14/17 02/15/17 $6,450,000 Anderson County (TX) TX Road Bonds, Series 2017Negotiated02/14/17 02/15/17 $12,985,000 Cleburne 4B Economic Development Corporation TX Sales Tax Revenue Refunding Bonds, Series 2017Negotiated02/14/17 02/15/17 $1,125,000 City of EarlyTX Combination Tax and Revenue Certificates of Obligation, Series 2017 Negotiated02/14/17 02/28/17 $23,785,000 Rhode Island Infrastructure Bank RI Safe Drinking Water Subordinated Refunding Revenue Bonds, Series 2017 A Negotiated02/14/17 03/01/17 $93,000,000 Lamar Consolidated Independent School District TX Schoolhouse Bonds, Series 2017Negotiated02/14/17 03/15/17 $28,335,000 City of Commerce City CO Refunding Certificates of Participation, Series 2017Negotiated02/14/17 02/01/17 $41,290,000 City of Plano (TX) TX General Obligation Bonds, Series 2017Competitive02/14/17 02/01/17 $13,450,000 City of Plano (TX) TX Tax Notes, Series 2017Competitive02/14/17 02/23/17 $44,305,000 City of Springfield (MA) MA General Obligation State Qualified Municipal Purpose Loan of 2017 Bonds Competitive02/14/17 02/24/17 $744,000 Town of Barnstable MA General Obligation Bond Anticipation Notes (renewals) Competitive02/14/17 02/24/17 $2,362,054 City of Springfield (MA) MA General Obligation Bond Anticipation NotesCompetitive02/14/17 02/21/17 $9,190,000 Greater Lowell Regional Vocational Technical School District (MA) MA General Obligation State Qualified School BondsCompetitive02/14/17 02/23/17 $10,690,000 Town of Barnstable MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive02/15/17 03/01/17 $95,000,000 The Metropolitan District, Hartford County CT General Obligation Bond Anticipation NotesNegotiated02/15/17 03/01/17 $6,955,000 Harris County Municipal Utility District No. 390 TX Unlimited Tax Bonds, Series 2017Competitive02/15/17 02/28/17 $12,518,000 City of Everett (MA) MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive02/15/17 03/01/17 $2,930,000 City of Lawrence (MA) MA State Qualified General Obligation Bond Bond Anticipation Notes, Series B Competitive02/15/17 03/01/17 $8,352,450 City of Lawrence (MA) MA State Qualified General Obligation Deficit Financing Bond Anticipation Notes, Series A Competitive02/15/17 03/03/17 $480,000 Upper Cape Cod Regional Technical School (MA) MA General Obligation Bond Anticipation NotesCompetitive02/16/17 03/02/17 $5,035,000 City of Holyoke MA General Obligation State Qualified Refunding BondsCompetitive02/21/17 03/01/17 $4,000,000 Harris County Municipal Utility District No. 499 (TX) TX Unlimited Tax Bonds, Series 2017Competitive02/22/17 03/15/17 $1,715,000 Kaufman County Fresh Water Supply District No. 1-C TX Unlimited Tax Road Bonds, Series 2017Competitive02/23/17 03/08/17 $8,920,000 Murrieta Community Facilities District No. 2005-5 (CA) CA 2017 Special Tax Bonds (Golden City) (Improvement Area A) Negotiated02/23/17 03/08/17 $2,000,000 City of Cambridge (MA) MA General Obligation Bonds, 2017 Series A (Minibond Program) Negotiated02/23/17 03/30/17 $502,000 Eastmark Community Facilities District No. 1 (AZ) AZ Special Assesment Revenue Bonds, Series 2017 (Assesment District No. 6) Negotiated02/23/17 03/15/17 $7,390,000 City of Rosenberg TX General Obligation Refunding Bonds, Series 2017Competitive02/23/17 03/15/17 $9,640,000 Town of Flower Mound TX Certificates of Obligation, Series 2017Competitive02/27/17 02/15/17 $10,185,000 City of McAllen TX International Toll Bridge System Revenue Refunding Bonds, Series 2017 B Negotiated02/27/17 02/15/17 $18,455,000 City of McAllen TX International Toll Bridge System Revenue Refunding Bonds, Series 2017 A Negotiated02/27/17 03/01/17 $11,030,000 Trinity Independent School District TX School Building Bonds, Series 2017Negotiated02/27/17 03/01/17 $9,240,000 Smithville Independent School District TX School Building Bonds, Series 2017Negotiated47 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience02/27/17 03/01/17 $3,915,000 Harris County Municipal Utility District No. 82 TX Unlimited Tax Bonds, Series 2017ACompetitive02/28/17 03/23/17 $14,050,000 Estrella Mountain Ranch Community Facilities District AZ District General Obligation Refunding Bonds, Series 2017 Negotiated03/01/17 04/05/17 $47,450,000 City of MesaAZ General Obligation Refunding Bonds, Series 2017Negotiated03/01/17 04/05/17 $75,435,000 City of MesaAZ Utility Systems Revenue Refunding Bonds, Series 2017 Negotiated03/01/17 03/08/17 $56,545,000 City of Cambridge (MA) MA General Obligation Municipal Purpose Loan of 2017, Series B Competitive03/01/17 03/09/17 $520,000 Town of East Bridgewater MA General Obligation Bond Anticipation Notes (new money) Competitive03/01/17 03/14/17 $11,360,000 Concord School District (NH) NH General Obligation School BondsCompetitive03/02/17 03/15/17 $21,200,000 Matanuska-Susitna Borough AK General Obligation Parks and Recreation Bonds, 2017 Series A Negotiated03/02/17 03/28/17 $40,900,000 Regents of The University of New Mexico NM Subordinate Lien System Improvement Revenue Bonds, Series 2017 Negotiated03/02/17 04/04/17 $19,285,000 City of IrvingTX Waterworks and Sewer System New Lien Revenue Refunding Bonds, Series 2017B Competitive03/02/17 04/04/17 $19,910,000 City of IrvingTX Waterworks and Sewer System New Lien Revenue Improvement Bonds, Series 2017A Competitive03/02/17 04/04/17 $30,080,000 City of IrvingTX General Obligation Bonds, Series 2017ACompetitive03/02/17 04/04/17 $30,405,000 City of IrvingTX General Obligation Refunding Bonds, Series 2017BCompetitive03/02/17 03/30/17 $25,040,000 City of IrvingTX Combination Tax and Revenue Certificates of Obligation, Taxable Series 2017B Competitive03/02/17 03/30/17 $13,025,000 City of IrvingTX Combination Tax and Revenue Certificates of Obligation, Taxable Series 2017A Competitive03/02/17 03/15/17 $4,695,000 Regional School District No. 6 of the State of Connecticut CT Bond Anticipation NotesCompetitive03/06/17 03/15/17 $85,800,000 Whitehouse Independent School District TX School Building Bonds, Series 2017Negotiated03/07/17 04/01/17 $3,680,000 Fort Bend County Municipal Utility District No. 151 TX Refunding Bonds, Series 2017Negotiated03/07/17 04/04/17 $150,000,000 City of Boston (MA) MA General Obligation Bonds, 2017 Series ACompetitive03/07/17 03/14/17 $9,700,000 Town of Weymouth MA General Obligation Bond Anticipation Notes (new money) Competitive03/07/17 03/14/17 $4,915,000 Town of Weymouth MA General Obligation Refunding BondsCompetitive03/07/17 03/16/17 $1,312,000 Town of Middleton (MA) MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive03/07/17 03/15/17 $27,080,000 City of Springfield (MA) MA General Obligation State Qualified Municipal Purpose Loan of 2017 Bonds Competitive03/08/17 02/15/17 $145,000 Varner Creek Utility District TX Capital Appreciation Refunding Bonds, Series 2017Negotiated03/08/17 02/15/17 $6,665,000 Varner Creek Utility District TX Refunding Bonds, Series 2017Negotiated03/08/17 03/15/17 $10,165,000 Development Corporation of McAllen, Inc. (TX) TX Sales Tax Revenue Bonds, Series 2017Negotiated03/08/17 03/23/17 $16,185,000 City of Kansas City (MO) MO Special Obligation Refunding Bonds (Midtown Redevelopment Project), Series 2017D Negotiated03/08/17 03/23/17 $19,185,000 City of Kansas City (MO) MO Special Obligation Bonds (Kansas City, Missouri Projects), Series 2017B Negotiated03/08/17 03/23/17 $31,610,000 City of Kansas City (MO) MO Special Obligation Bonds (Kansas City, Missouri Projects), Series 2017A Negotiated03/08/17 03/23/17 $89,410,000 City of Kansas City (MO) MO Special Obligation Refunding Bonds (Kansas City Downtown Redevelopment District), Series 2017C Negotiated03/08/17 03/17/17 $1,000,000 Town of Princeton MA General Obligation Bonds (Subject to Federal and Massachusetts Income Taxation) Competitive03/08/17 03/30/17 $625,431 Town of Dennis MA General Obligation Bond Anticipation NotesCompetitive03/09/17 03/01/17 $9,615,000 Mission Consolidated Independent School District TX Limited Maintenance Tax Notes, Series 2017Negotiated03/09/17 03/21/17 $58,965,000 Rhode Island Health and Educational Building Corporation (RI) RI Public School Revenue Bond Financing Program Revenue Refunding Bonds, Series 2017A Negotiated03/09/17 04/01/17 $2,950,000 Paseo Del Este Municipal Utility District No. 8 (TX) TX Unlimited Tax Bonds, Series 2017Competitive03/09/17 04/01/17 $3,070,000 Willow Point Municipal Utility District (TX) TX Unlimited Tax Bonds, Series 2017Competitive03/09/17 03/23/17 $10,000,000 City of Peabody (MA) MA General Obligation School Project Loan, Chapter 70B Bonds Competitive03/09/17 03/24/17 $10,800,000 City of Peabody (MA) MA General Obligation Bond Anticipation Notes (new and renewal) Competitive03/13/17 03/15/17 $5,670,000 Harris County Municipal Utility District No. 530 (TX) TX Unlimited Tax Bonds, Series 2017Competitive03/14/17 04/01/17 $3,900,000 Wood Trace Municipal Utility District No. 1 of Montgomery County (TX) TX Unlimited Tax Bonds, Series 2017Competitive03/15/17 03/29/17 $46,415,000 Rhode Island Health and Educational Building Corporation (RI) RI Higher Education Facility Revenue Bonds, Series 2017 (Providence College Issue) Negotiated03/15/17 03/28/17 $36,925,000 Town of Brookline MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive03/16/17 03/29/17 $20,000,000 City of East Providence RI General Obligation Tax Anticipation NotesNegotiated03/16/17 05/18/17 $31,735,000 New Hampshire Municipal Bond Bank NH 2017 Series A Refunding BondsNegotiated03/16/17 04/04/17 $190,000,000 Boulder Valley School District No. RE-2 CO General Obligation Bonds, Series 2017ACompetitive03/16/17 04/01/17 $34,620,000 City of WacoTX Combination Tax and Revenue Certificates of Obligation, Series 2017 Competitive03/16/17 04/04/17 $93,740,000 Boulder Valley School District No. RE-2 CO General Obligation Refunding Bonds, Series 2017BCompetitive03/16/17 03/23/17 $3,715,000 City of Nashua NH General Obligation Bonds, Series A (Subject to Federal Income Taxation) Competitive03/16/17 03/23/17 $9,575,000 City of Nashua NH General Obligation Bonds, Series BCompetitive03/16/17 03/29/17 $7,860,000 City of Woburn MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive03/16/17 03/30/17 $1,500,000 City of Woburn MA General Obligation Bond Anticipation NotesCompetitive03/16/17 03/24/17 $1,250,000 Town of Hamilton MA General Obligation Bond Anticipation NotesCompetitive03/20/17 04/01/17 $8,325,000 Spring Creek Utility District (TX) TX Unlimited Tax Bonds, Series 2017Competitive03/21/17 05/02/17 $30,595,000 Wheat RidgeCO Sales and Use Tax Revenue Bonds, Series 2017ANegotiated03/21/17 04/15/17 $19,780,000 City of Sugar Land TX Waterworks and Sewer System Revenue Bonds, Series 2017 Competitive03/22/17 03/01/17 $80,505,000 Brushy Creek Regional Utility Authority, Inc. (TX) TX Contract Revenue Refunding Bonds, Series 2017Negotiated03/22/17 04/13/17 $588,745,000 New York State Environmental Facilities Corporation NY State Clean Water and Drinking Water Revolving Funds Revenue Bonds, Series 2017 A Sub SRF Bonds Negotiated03/22/17 04/13/17 $34,700,000 Camino Real Regional Mobility Authority TX Subordinate Lien Vehicle Registration Fee Revenue Bonds, Series 2017 Negotiated03/22/17 03/30/17 $1,200,000 City of Taunton MA General Obligation Bond Anticipation Notes (renewal)Competitive03/23/17 04/15/17 $8,535,000 Pine Tree Independent School DistrictTX Refunding Bonds, Series 2017Negotiated03/23/17 03/15/17 $74,940,000 North Texas Municipal Water DistrictTX Regional Wastewater System Revenue Bonds, Series 2017 Competitive03/23/17 03/15/17 $37,315,000 North Texas Municipal Water DistrictTX Upper East Fork Wastewater Interceptor System Contract Revenue Bonds, Series 2017 Competitive03/27/17 03/15/17 $14,160,000 City of Texarkana (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2017 Competitive03/27/17 04/01/17 $4,000,000 Harris County Municipal Utility District No. 529 (TX) TX Unlimited Tax Bonds, Series 2017Competitive03/28/17 04/13/17 $28,130,000 Rhode Island Infrastructure Bank RI Water Pollution Control Revolving Fund Revenue Bonds, Series 2017 A (Green Bonds) (Pooled Loan Issue) Negotiated03/28/17 04/01/17 $3,500,000 Italy Independent School District TX Unlimited Tax School Building Bonds, Series 2017Competitive03/28/17 04/04/17 $98,000,000 Municipality of Anchorage (AK) AK 2017 General Obligation Tax Anticipation NotesCompetitive03/29/17 04/11/17 $600,000,000 New Jersey Turnpike Authority NJ Turnpike Revenue Bonds, Series 2017 ANegotiated03/29/17 04/20/17 $106,790,000 El Paso County Hospital District TX General Obligation Refunding Bonds, Series 2017Negotiated03/29/17 04/07/17 $346,000 Cotuit Fire District MA General Obligation Bond Anticipation NotesCompetitive03/30/17 04/07/17 $1,000,000 Town of Rowley MA General Obligation Bond Anticipation Notes (new money) Competitive03/30/17 04/12/17 $741,000 Town of Hamilton MA General Obligation Grant Aid Anticipation Notes (renewal) Competitive03/30/17 04/13/17 $2,884,645 Town of Clinton (MA) MA General Obligation Bond Anticipation NotesCompetitive03/31/17 03/15/17 $6,390,000 Lockney Independent School District (TX) TX School Building Bonds, Series 2017Negotiated03/31/17 04/11/17 $39,415,000 OcoeeFL Capital Improvement Revenue and Refunding Bonds, Series 2017 Negotiated48 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience04/03/17 05/04/17 $19,725,000 City of Richardson TX General Obligation Bonds, Series 2017Competitive04/03/17 05/01/17 $13,500,000 Fort Bend County Municipal Utility District No. 143 TX Unlimited Tax Bonds, Series 2017Competitive04/03/17 05/01/17 $4,650,000 Montgomery County Municipal Utility District No. 119 (TX) TX Unlimited Tax Road Bonds, Series 2017Competitive04/03/17 05/04/17 $26,245,000 City of Richardson TX Combination Tax and Revenue Certificates of Obligation, Series 2017 Competitive04/04/17 04/15/17 $39,885,000 Willis Independent School District TXSchool Building and Refunding Bonds, Series 2017Negotiated04/04/17 04/13/17 $1,405,903 Town of Lynnfield MA General Obligation Taxable Bond Anticipation Notes, Series A (renewals) Competitive04/04/17 04/13/17 $1,671,000 Town of Lynnfield MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive04/05/17 04/27/17 $308,005,000 City of San Antonio TX Electric and Gas Systems Revenue and Refunding Bonds, New Series 2017 Negotiated04/05/17 05/01/17 $15,000 Spring Creek Utility District (TX) TX Refunding Capital Appreciation Bonds, Series 2017ANegotiated04/05/17 05/01/17 $5,385,000 Spring Creek Utility District (TX) TX Refunding Bonds Series 2017ANegotiated04/05/17 05/03/17 $25,950,000 Southwest Houston Redevelopment Authority TX Tax Increment Contract Revenue and Refunding Bonds, Series 2017B Negotiated04/05/17 04/13/17 $3,706,627 City of Revere MA General Obligation Bond Anticipation NotesCompetitive04/05/17 04/13/17 $18,451,000 City of Revere MA General Obligation State Qualified Municipal Purpose Loan of 2017 Bonds Competitive04/05/17 04/20/17 $200,000 Town of Walpole MA General Obligation Bond Anticipation Notes (new money) Competitive04/05/17 04/20/17 $19,627,000 Town of Walpole MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive04/06/17 04/13/17 $336,335,000 New York State Environmental Facilities Corporation NY State Clean Water and Drinking Water Revolving Funds Revenue Bonds, Series 2017B Negotiated04/06/17 04/21/17 $3,648,307 Essex North Shore Agricultural and Technical School District MA General Obligation Bond Anticipation Notes (renewal)Competitive04/07/17 04/26/17 $22,345,000 City of Port St Lucie (FL) FL Special Obligation Refunding Revenue Bonds, Series 2017 Negotiated04/10/17 04/01/17 $4,045,000 Town of Sunnyvale TX Combination Tax and Revenue Certificates of Obligation, Series 2017 Negotiated04/10/17 04/01/17 $2,775,000 Shallowater Independent School District TX Refunding Bonds, Series 2017Negotiated04/10/17 04/01/17 $3,335,000 City of Red Oak (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2017 Negotiated04/10/17 04/01/17 $4,285,000 City of Red Oak (TX) TX General Obligation Refunding Bonds, Series 2017Negotiated04/10/17 05/01/17 $2,085,000 Fort Bend County Municipal Utility District No. 137 TX Unlimited Tax Bonds, Series 2017Competitive04/10/17 05/01/17 $2,500,000 Fort Bend County Levee Improvement District No. 10 TX Unlimited Tax Levee Improvement Bonds, Series 2017 Competitive04/11/17 05/23/17 $27,215,000 City of Louisville (CO) CO Limited Tax General Obligation Bonds, Series 2017Negotiated04/11/17 04/01/17 $3,655,000 Lyford Consolidated Independent School District TX Unlimited Tax Refunding Bonds, Series 2017Competitive04/11/17 04/20/17 $7,350,000 City of Newburyport MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive04/11/17 04/21/17 $2,130,300 City of Newburyport MA General Obligation Bond Anticipation Notes (new money and renewals) Competitive04/12/17 04/01/17 $36,825,000 Fort Bend Independent School District TX Refunding Bonds, Series 2017BNegotiated04/12/17 04/01/17 $47,505,000 Fort Bend Independent School District TX Refunding Bonds, Series 2017A (Green Bonds)Negotiated04/12/17 05/01/17 $8,860,000 Montgomery County Municipal Utility District No. 115 TX Unlimited Tax Bonds, Series 2017Competitive04/12/17 04/19/17 $600,000 Town of Wareham MA General Obligation Bond Anticipation Notes (renewal)Competitive04/12/17 04/27/17 $1,260,000 Town of Danvers MA General Obligation Bond Anticipation Notes (new money) Competitive04/12/17 04/27/17 $13,353,000 Town of Natick MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive04/12/17 05/05/17 $125,000 Town of Rockport (MA) MA General Obligation Bond Anticipation NotesCompetitive04/12/17 05/01/17 $1,900,000 Fort Bend County Municipal Utility District No. 146 TX Unlimited Tax Park Bonds, Series 2017Competitive04/13/17 04/27/17 $100,815,000 Metropolitan Atlanta Rapid Transit Authority (GA) GA Sales Tax Revenue Bonds (Third Indenture Series) Series 2017A Competitive04/17/17 05/17/17 $6,870,000 City of Denison (TX) TX Combination Tax and Surplus Revenue Certificates of Obligation, Series 2017A Competitive04/17/17 05/01/17 $14,445,000 City of Missouri City (TX) TX General Obligation Bonds, Series 2017Competitive04/18/17 04/15/17 $20,505,000 Denton County Fresh Water Supply District No. 6 TX Road and Refunding Bonds, Series 2017Negotiated04/18/17 04/15/17 $261,640,000 Katy Independent School District TX School Building Bonds, Series 2017Negotiated04/18/17 05/15/17 $68,850,000 Lewisville Independent School District TX Refunding Bonds, Series 2017Negotiated04/18/17 05/01/17 $8,890,000 Harris County Municipal Utility District No. 406 TX Unlimited Tax Bonds, Series 2017Competitive04/18/17 05/01/17 $3,310,000 Woodridge Municipal Utility District (TX) TX Unlimited Tax Bonds, Series 2017Competitive04/18/17 05/01/17 $2,595,000 Harris County Municipal Utility District No. 200 TX Unlimited Tax Bonds, Series 2017Competitive04/18/17 05/01/17 $21,115,000 City of Sugar Land TX Combination Tax and Revenue Certificates of Obligation, Series 2017 Competitive04/18/17 05/01/17 $9,000,000 Encanto Real Utility District TX Unlimited Tax Bonds, Series 2017Competitive04/19/17 05/01/17 $33,440,000 Magnolia Independent School DistrictTX Refunding Bonds, Series 2017Negotiated04/19/17 05/02/17 $4,955,000 City of New Bedford MA General Obligation State Qualified Municipal Purpose Loan of 2017 Bonds Competitive04/19/17 05/03/17 $35,696,514 City of New Bedford MA General Obligation Bond Anticipation NotesCompetitive04/19/17 05/05/17 $158,800 Town of Wareham MA General Obligation Bond Anticipation Notes (renewal)Competitive04/19/17 05/01/17 $1,650,000 Town of Glastonbury CT General Obligation Bond Anticipation NotesCompetitive04/20/17 04/20/17 $18,610,000 Gainesville Hospital District TX Adjustable Rate Limited Tax Refunding Bonds, Series 2017 Negotiated04/20/17 05/03/17 $15,605,000 Atlanta Urban Residential Finance Authority GA Revenue Refunding Bonds, Series 2017 (Downtown Parking Deck Project) Negotiated04/20/17 04/27/17 $4,550,000 Town of Plainville (MA) MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive04/21/17 05/01/17 $288,080,000 City of Houston (TX) TX Combined Utility System First Lien Revenue Refunding Bonds, Series 2017B Negotiated04/21/17 05/03/17 $63,685,000 Atlanta Urban Residential Finance Authority GA Revenue Bonds (Housing Opportunity Program), Series 2017A Negotiated04/21/17 05/15/17 $6,675,000 Joshua Independent School District TX Refunding Bonds, Series 2017Negotiated04/25/17 04/01/17 $4,680,000 City of San Juan TX Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2017Negotiated04/25/17 05/09/17 $6,725,000 Regional School District No. 8 of the State of Connecticut CT General Obligation Refunding Bonds, Issue of 2017Negotiated04/25/17 05/10/17 $11,350,000 Rhode Island Infrastructure Bank RI Safe Drinking Water Revolving Fund Revenue Bonds, Series 2017 B (Green Bonds) (Pooled Loan Issue) Negotiated04/25/17 05/01/17 $3,800,000 Valley Ranch Municipal Utility District No. 1 TX Unlimited Tax Bonds, Series 2017Competitive04/25/17 05/04/17 $77,770,000 Town of Plymouth (MA) MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive04/26/17 05/01/17 $2,565,656 Lake Worth Independent School District TX Capital Appreciation Refunding Bonds, Series 2017BNegotiated04/26/17 05/01/17 $2,725,000 Lake Worth Independent School District TX Refunding Bonds, Series 2017BNegotiated04/26/17 05/01/17 $6,930,000 Lake Worth Independent School District TX Refunding Bonds, Series 2017ANegotiated04/26/17 05/04/17 $226,175,000 City of Atlanta (GA) GA Water and Wastewater Revenue Refunding Bonds, Series 2017A Negotiated04/26/17 04/15/17 $7,160,000 Kaufman County Fresh Water Supply District No. 1-C TX Unlimited Tax Utility System Bonds, Series 2017Competitive04/26/17 05/10/17 $3,344,000 Town of Hamilton MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive04/27/17 04/15/17 $255,000 City of Springtown TX Tax Notes, Series 2017Negotiated04/27/17 04/15/17 $2,905,000 City of Springtown TX General Oblilgation Refunding Bonds, Series 2017Negotiated04/27/17 05/01/17 $69,555,000 Rockwall Independent School DistrictTX School Building Bonds, Series 2017Negotiated04/27/17 05/16/17 $9,750,000 Rhode Island Health and Educational Building Corporation (RI) RI Public Schools Revenue Bond Financing Program Revenue Bonds, Series 2017D (Middletown Issue) Negotiated04/27/17 05/01/17 $1,400,000 Fort Bend County Municipal Utility District No. 176 TX Unlimited Tax Bonds, Series 2017Competitive04/27/17 05/11/17 $4,810,000 Town of AyerMA General Obligation Refunding BondsCompetitive49 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience04/27/17 05/11/17 $2,524,000 Town of AyerMA General Obligation Bond Anticipation NotesCompetitive04/27/17 05/12/17 $685,960 Town of West Boylston MA General Obligation Bond Anticipation Notes Unlimited Tax Competitive05/01/17 05/01/17 $12,555,000 City of Mesquite (TX) TX Waterworks and Sewer System Revenue Refunding and Improvement Bonds, Series 2017 Negotiated05/01/17 05/01/17 $7,600,000 City of Mesquite (TX) TX General Obligation Refunding Bonds, Series 2017Negotiated05/01/17 05/01/17 $8,285,000 City of Mesquite (TX) TX Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2017 Negotiated05/02/17 05/01/17 $198,735,000 Richardson Independent School District TX School Building Bonds, Series 2017Negotiated05/02/17 05/15/17 $35,735,000 Trinity River Authority of Texas TX Denton Creek Regional Wastewater Treatment System Revenue Refunding Bonds, Series 2017 Negotiated05/02/17 05/17/17 $3,696,000 Town of Sharon (MA) MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive05/03/17 05/01/17 $9,125,000 Mount Pleasant Independent School District TX Refunding Bonds, Series 2017Negotiated05/03/17 05/01/17 $285,375,000 Trinity River Authority of Texas TX Regional Wastewater System Revenue Improvement and Refunding Bonds, Series 2017 Negotiated05/03/17 05/24/17 $47,180,000 City of MesaAZ General Obligation Bonds, Series 2017Competitive05/03/17 05/24/17 $123,875,000 City of MesaAZ Utility Systems Revenue Bonds, Series 2017Competitive05/03/17 05/19/17 $4,899,743 Town of Wakefield MA General Obligation Bond Anticipation Notes (new and renewal) Competitive05/04/17 05/16/17 $27,880,000 Connecticut Higher Education Supplemental Loan Authority CT State Supported Revenue Bonds, 2017 Series A (Chesla Loan Program) Negotiated05/04/17 05/17/17 $63,270,000 Mississippi State University Educational Building Corporation (MS) MS Revenue Bonds, Series 2017 (New Facilities and Refinancing Project) Negotiated05/04/17 08/17/17 $9,155,000 Connecticut Higher Education Supplemental Loan Authority CT State Supported Revenue Bonds (Chesla Loan Program), 2017 Series B Negotiated05/04/17 05/19/17 $4,660,000 Town of Franklin (MA) MA General Obligation Bond Anticipation Notes, Unlimited Tax - Series A (renewal & new money) Competitive05/04/17 05/19/17 $12,200,000 Town of Franklin (MA) MA General Obligation Bond Anticipation Notes - Series BCompetitive05/09/17 05/01/17 $3,705,000 La Feria Independent School District TX Refunding Bonds, Series 2017Negotiated05/09/17 05/01/17 $15,020,000 Weslaco Independent School District TX Limited Maintenance Tax Notes, Series 2017Negotiated05/09/17 05/01/17 $40,540,000 Arlington Higher Education Finance Corporation (TX) TX Education Revenue and Refunding Bonds, Series 2017A (Harmony Public Schools) Negotiated05/09/17 06/01/17 $2,900,000 Harris County Municipal Utility District No. 173 TX Unlimited Tax Bonds, Series 2017Competitive05/09/17 05/01/17 $90,800,000 City of Denton (TX) TX Certificates of Obligation, Series 2017Competitive05/09/17 06/01/17 $1,700,000 Harris County Municipal Utility District No. 173 TX Unlimited Tax Park Bonds, Series 2017ACompetitive05/09/17 05/01/17 $29,105,000 City of Denton (TX) TX General Obligation Refunding and Improvement Bonds, Series 2017 Competitive05/09/17 05/01/17 $7,175,000 City of WylieTX Combination Tax And Revenue Certificates of Obligation, Series 2017 Competitive05/09/17 05/19/17 $2,240,000 Town of Southborough MA General Obligation Bond Anticipation Notes (new money and renewals) Competitive05/10/17 05/23/17 $848,740,000 Houston Independent School DistrictTX Limited Tax Schoolhouse and Refunding Bonds, Series 2017 Negotiated05/10/17 05/26/17 $3,000,000 Town of Carver MA General Obligation Bond Anticipation NotesCompetitive05/11/17 05/15/17 $8,895,000 Decatur Independent School District TXRefunding Bonds, Series 2017Negotiated05/11/17 05/26/17 $4,040,551 Town of Webster (MA) MA General Obligation Bond Anticipation Notes, Series A Competitive05/11/17 05/26/17 $5,193,883 Town of Webster (MA) MA General Obligation Bond Anticipation Notes, Series B (new money) Competitive05/16/17 05/15/17 $21,430,000 City of Garland TX Water and Sewer System Revenue Refunding Bonds, New Series 2017 Negotiated05/16/17 05/15/17 $41,140,000 City of Garland TX General Obligation Refunding Bonds, Series 2017Negotiated05/16/17 06/01/17 $1,695,000 Grand Oaks Municipal Utility DistrictTX Refunding Bonds, Series 2017Negotiated05/16/17 06/01/17 $22,000,000 Higher Education Student Assistance Authority NJ Subordinate Student Loan Revenue Bonds, Series 2017-1C Negotiated05/16/17 06/01/17 $86,900,000 Higher Education Student Assistance Authority NJ Senior Student Loan Revenue Refunding Bonds, Series 2017-1B Negotiated05/16/17 06/01/17 $141,100,000 Higher Education Student Assistance Authority NJ Senior Student Loan Revenue Bonds, Series 2017-1ANegotiated05/16/17 06/13/17 $18,140,000 City of Garland TX Combination Tax and Revenue Certificates of Obligation, Series 2017 Negotiated05/16/17 06/21/17 $52,850,000 Board of Regents for the Oklahoma Agricultural and Mechanical Colleges OK General Revenue Refunding Bonds, Series 2017A (Oklahoma State University) Negotiated05/16/17 06/01/17 $9,170,000 Harris County Municipal Utility District No. 321 TX Unlimited Tax Bonds, Series 2017Competitive05/17/17 05/25/17 $8,083,000 Town of Braintree MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive05/17/17 06/01/17 $2,685,000 Lazy Nine Municipal Utility District No. 1B (TX) TX Unlimited Tax Road Bonds, Series 2017Competitive05/17/17 06/01/17 $21,439,768 City of Haverhill MA General Obligation Bond Anticipation Notes (new and renewal) Competitive05/17/17 06/01/17 $2,000,000 City of Haverhill MA General Obligation State Aid Anticipation Notes (new and renewal) Competitive05/17/17 05/24/17 $16,300,000 Town of Ledyard CT General Obligation Bonds, Issue of 2017Competitive05/17/17 06/01/17 $2,558,000 City of Haverhill MA General Obligation State Qualified Municipal Purpose Loan of 2017 Bonds Competitive05/18/17 06/01/17 $7,535,000 Montgomery County Drainage District No. 10 TX Refunding Bonds, Series 2017Negotiated05/18/17 05/26/17 $5,000,000 City of Medford (MA) MA General Obligation Bond Anticipation Notes (new and renewal) Competitive05/18/17 06/01/17 $6,015,000 Town of Sandwich MA General Obligation Bond Anticipation Notes, (Unlimited Tax) (new money) Competitive05/22/17 06/01/17 $23,435,000 Ector CountyTX Certificates of Obligation, Series 2017Competitive05/22/17 06/15/17 $13,515,000 City of Mont Belvieu TX Tax and Revenue Certificates of Obligation Series 2017 Competitive05/22/17 06/15/17 $7,180,000 City of Mont Belvieu TX Tax and Revenue Certificates of Obligation Series 2017A Competitive05/23/17 06/01/17 $2,615,000 Harris County Municipal Utility District No. 406 TX Road Refunding Bonds, Series 2017Negotiated05/23/17 06/08/17 $2,800,000 Tarrant County Cultural Education Facilities Finance Corporation TX Retirement Facility Revenue Bonds, Series 2017CNegotiated05/23/17 06/08/17 $22,250,000 Tarrant County Cultural Education Facilities Finance Corporation TX Retirement Facility Revenue Bonds, Series 2017B-1Negotiated05/23/17 06/08/17 $22,250,000 Tarrant County Cultural Education Facilities Finance Corporation TX Retirement Facility Revenue Bonds, Series 2017B-2Negotiated05/23/17 06/08/17 $38,000,000 Tarrant County Cultural Education Facilities Finance Corporation TX Retirement Facility Revenue Bonds, Series 2017B-3Negotiated05/23/17 06/08/17 $147,045,000 Tarrant County Cultural Education Facilities Finance Corporation TX Retirement Facility Revenue Bonds, Series 2017ANegotiated05/23/17 06/15/17 $2,055,000 Martins Mill Independent School District TX Refunding Bonds, Series 2017Negotiated05/23/17 05/15/17 $111,600,000 City of Fort Worth (TX) TX Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2017A Competitive05/23/17 06/09/17 $1,223,855 Town of Bolton (MA) MA General Obligation Bond Anticipation NotesCompetitive05/23/17 06/30/17 $11,660,000 City of Taunton MA General Obligation Bond Anticipation NotesCompetitive05/24/17 05/15/17 $86,650,000 Northside Independent School District TX School Building and Refunding Bonds, Series 2017Negotiated05/24/17 05/15/17 $100,000,000 Northside Independent School District TX Variable Rate School Building Bonds, Series 2017 (Mandatory Tender Date : 06/01/2020) Negotiated05/24/17 05/15/17 $90,520,000 Northwest Independent School District TX School Building Bonds, Series 2017Negotiated05/24/17 06/01/17 $3,735,000 Montgomery County Municipal Utility District No. 99 TX Refunding Bonds, Series 2017Negotiated05/24/17 06/20/17 $13,520,000 State of Texas (TX) TX General Obligation Water Financial Assistance and Refunding Bonds, Series 2017B Negotiated05/24/17 06/20/17 $21,535,000 State of Texas (TX) TX General Obligation Water Financial Assistance and Refunding Bonds, Series 2017C Negotiated05/24/17 06/20/17 $53,815,000 State of Texas (TX) TX General Obligation Water Financial Assistance and Refunding Bonds, Series 2017A Negotiated05/24/17 06/02/17 $5,000,000 Town of Templeton MA General Obligation Bond Anticipation NotesCompetitive05/24/17 06/02/17 $2,575,090 Town of Nantucket MA General Obligation Taxable Bond Anticipation Notes, Series A Competitive05/24/17 06/02/17 $24,068,123 Town of Nantucket MA General Obligation Bond Anticipation Notes, Series BCompetitive05/24/17 06/02/17 $8,762,000 Town of Nantucket MA General Obligation Bond Anticipation Notes, Series CCompetitive05/24/17 06/06/17 $3,365,000 City of Northampton MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive50 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience05/24/17 06/15/17 $1,953,156 Ayer Shirley Regional School DistrictMA General Obligation Bond Anticipation Notes (new money) Competitive05/24/17 06/01/17 $470,000 Town of Needham MA General Obligation Bond Anticipation Notes (new money) Competitive05/25/17 06/01/17 $5,655,000 Harris County Municipal Utility District No. 63 TX Refunding Bonds, Series 2017Negotiated05/25/17 06/14/17 $45,845,000 City of Roseville (CA) CA Fiddyment Ranch Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2017 Negotiated05/25/17 06/14/17 $23,845,000 City of Roseville (CA) CA Special Tax Bonds, Series 2017 (Fiddyment Ranch Community Facilities District No. 5) (Public Facilities) Negotiated05/25/17 06/08/17 $450,000 Town of Ipswich MA General Obligation Taxable Bond Anticipation Notes (new money) Competitive05/25/17 06/08/17 $4,089,757 Town of Ipswich MA General Obligation Bond Anticipation Notes Series B (renewal and new money) Competitive05/25/17 06/15/17 $5,533,000 Town of Eastham MA General Obligation Municipal Purpose Loan of 2017 Bonds (Unlimited Tax) Competitive05/31/17 06/01/17 $15,130,000 Red River Authority of Texas TX Utility System Revenue Bonds, Series 2017Negotiated05/31/17 06/01/17 $1,064,706 Cedar Hill Independent School District TX Refunding Premium Capital Appreciation Bonds, Series 2017 Negotiated05/31/17 06/01/17 $9,730,000 Cedar Hill Independent School District TX Refunding Bonds, Series 2017Negotiated05/31/17 06/13/17 $2,940,000 Festival Ranch Community Facilities District (City of Buckeye) (AZ) AZ General Obligation Refunding Bonds, Series 2017Negotiated05/31/17 06/13/17 $3,665,000 Festival Ranch Community Facilities District (City of Buckeye) (AZ) AZ General Obligation Bonds, Series 2017Negotiated05/31/17 06/12/17 $18,805,000 City of Cambridge (MA) MA General Obligation Refunding Bonds, 2017 Series CCompetitive05/31/17 06/15/17 $3,735,000 City of Piney Point Village TX General Obligation Bonds, Series 2017Competitive05/31/17 06/12/17 $58,370,000 City of Boston (MA) MA General Obligation Refunding Bonds, 2017 Series BCompetitive05/31/17 06/15/17 $3,990,000 City of Malden MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive05/31/17 06/16/17 $100,000 Town of Salisbury (MA) MA State Aid Anticipation Notes (new money)Competitive05/31/17 06/16/17 $2,876,000 Town of Northborough MA General Obligation Bond Anticipation Notes (new and renewal) Competitive05/31/17 06/16/17 $10,107,000 Town of North Reading MA General Obligation Bond Anticipation Notes (new and renewal) Competitive05/31/17 06/15/17 $13,654,000 City of Marlborough MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive05/31/17 06/16/17 $20,900,000 City of Marlborough MA General Obligation Bond Anticipation Notes (new money and renewal) Competitive06/01/17 06/13/17 $23,615,000 Rhode Island Health and Educational Building Corporation (RI) RI Public Schools Revenue Bond Financing Program Revenue Refunding Bonds, Series 2017 E Negotiated06/01/17 06/14/17 $161,795,000 Colorado High Performance Transportation Enterprise (CO) CO C-470 Express Lanes Senior Revenue Bonds, Series 2017 Negotiated06/01/17 06/21/17 $218,960,000 Austin Independent School District TX School Building and Refunding Bonds, Series 2017Negotiated06/01/17 06/15/17 $57,725,000 City of College Station TX Certificates of Obligation, Series 2017Competitive06/01/17 06/01/17 $18,050,000 Upper Trinity Regional Water District (TX) TX Regional Treated Water Supply System Revenue Refunding Bonds, Series 2017 Competitive06/01/17 06/15/17 $1,185,000 Town of Lincoln (MA) MA General Obligation Land Acquisition BondsCompetitive06/01/17 06/15/17 $29,800,000 City of College Station TX General Obligation Improvement and Refunding Bonds, Series 2017 Competitive06/01/17 06/15/17 $5,860,000 Town of Holden MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive06/01/17 06/15/17 $7,200,000 Town of Winchester (MA) MA General Obligation Bond Anticipation Notes Unlimited Tax (new money) Competitive06/01/17 06/16/17 $875,000 Town of Holden MA General Obligation Bond Anticipation Notes (renewals) Competitive06/01/17 06/28/17 $1,340,000 Town of Scituate (MA) MA General Obligation Bond Anticipation Notes (new)Competitive06/01/17 07/01/17 $11,110,000 Harris County Municipal Utility District No. 49 TX Waterworks and Sewer System Combination Unlimited Tax and Revenue Bonds, Series 2017 Competitive06/01/17 06/08/17 $12,335,000 City of Somerville MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive06/01/17 06/09/17 $48,043,332 City of Somerville MA General Obligation Bond Anticipation Notes (new money and renewal) Competitive06/01/17 06/15/17 $5,315,000 Town of Plymouth (MA) MA General Obligation Bond Anticipation Notes Series B (new money) Competitive06/01/17 06/15/17 $985,000 Town of Plymouth (MA) MA General Obligation Bond Anticipation Notes Series A Taxable (new money) Competitive06/02/17 05/15/17 $888,008 Mesquite Independent School District TX Refunding Capital Appreciation Bonds, Series 2017ANegotiated06/02/17 05/15/17 $11,915,000 Mesquite Independent School DistrictTX Refunding Bonds, Series 2017ANegotiated06/02/17 05/15/17 $83,350,000 Mesquite Independent School DistrictTX School Building Bonds, Series 2017BNegotiated06/02/17 06/01/17 $85,925,000 Allen Independent School District TX School Building Bonds, Series 2017Negotiated06/02/17 06/15/17 $105,125,000 State of Connecticut (CT) CT State Revolving Fund Refunding General Revenue Bonds (2017 Series B) Negotiated06/02/17 06/15/17 $250,000,000 State of Connecticut (CT) CT State Revolving Fund General Revenue Bonds (Green Bonds, 2017 Series A) Negotiated06/05/17 05/15/17 $8,915,000 Reagan County Independent School District TX Refunding Bonds, Series 2017Negotiated06/05/17 07/01/17 $15,320,000 Fort Bend County Municipal Utility District No. 169 TX Contract Revenue Bonds (Water, Sewer and Drainage Facilities), Series 2017 Competitive06/05/17 07/06/17 $18,595,000 Waxahachie Community Development Corporation TX Sales Tax Revenue Refunding Bonds, Series 2017Competitive06/05/17 07/06/17 $5,525,000 City of Waxahachie TX Combination Tax and Revenue Certificates of Obligation, Series 2017 Competitive06/05/17 06/15/17 $2,365,000 Town of Groveland (MA) MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive06/05/17 06/16/17 $94,000 Town of Shrewsbury MA General Obligation Bond Anticipation Notes (new money) Competitive06/05/17 07/06/17 $26,420,000 City of Waxahachie TX General Obligation Refunding Bonds, Series 2017Competitive06/05/17 06/22/17 $597,400 Town of Cohasset MA General Obligation Bond Anticipation NotesCompetitive06/05/17 06/22/17 $10,310,000 Town of Cohasset MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive06/05/17 06/22/17 $5,860,000 Town of Wellesley MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive06/05/17 06/22/17 $2,650,000 Town of Concord (MA) MA General Obligation Bond Anticipation Notes (New Money) Competitive06/05/17 06/22/17 $10,035,000 Town of Concord (MA) MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive06/05/17 06/23/17 $2,614,000 City of Fitchburg (MA) MA General Obligation Bond Anticipation Notes (new money and renewal) Competitive06/05/17 07/01/17 $3,640,000 Fort Bend County Levee Improvement District No. 11 TX Unlimited Tax Levee Improvement Bonds, Series 2017 Competitive06/06/17 06/01/17 $17,500,000 City of DeSoto (TX) TX General Obligation Refunding and Improvement Bonds, Series 2017 Negotiated06/06/17 06/01/17 $4,785,000 City of DeSoto (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2017 Negotiated06/06/17 06/21/17 $97,425,000 Board of Regents of the Texas A & M University System (TX) TX Revenue Financing System Bonds, Series 2017CNegotiated06/06/17 06/21/17 $398,670,000 Board of Regents of the Texas A & M University System (TX) TX Revenue Financing System Bonds, Series 2017BNegotiated06/06/17 06/22/17 $78,060,000 Escambia County (FL) FL Sales Tax Revenue Bonds, Series 2017Negotiated06/06/17 06/28/17 $41,120,000 Rhode Island Infrastructure Bank RI Water Pollution Control Refunding Revenue Bonds, Series 2017B Negotiated06/06/17 08/03/17 $119,465,000 Regional Transportation District CO Sales Tax Revenue Bonds, Series 2017B (Frastracks Project) Negotiated06/06/17 06/01/17 $9,945,000 Southlake Community Enhancement and Development Corporation (TX) TX Sales Tax Revenue Bonds, Series 2017Competitive06/06/17 06/01/17 $7,910,000 City of Southlake TX General Obligation Refunding Bonds, Series 2017Competitive06/06/17 06/15/17 $24,612,000 City of Quincy (MA) MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive06/06/17 06/16/17 $6,854,417 City of Quincy (MA) MA General Obligation Bond Anticipation Notes (renewals) Competitive06/06/17 07/06/17 $60,665,000 Dallas County Community College District TX General Obligation Refunding Bonds, Series 2017Competitive06/06/17 06/01/17 $5,400,000 City of Southlake TX Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2017 Competitive06/06/17 06/15/17 $1,650,000 City of Melrose (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive06/06/17 07/13/17 $120,120,000 New Hampshire Municipal Bond Bank NH2017 Series B BondsCompetitive06/06/17 06/22/17 $28,950,000 Town of Rocky Hill CT General Obligation Bonds, Issue of 2017Competitive06/06/17 06/15/17 $3,130,000 Town of Andover (MA) MA General Obligation Bond Anticipation Notes (new and renewal) Competitive51 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience06/07/17 06/01/17 $444,999 La Vega Independent School District TX Refunding Premium Capital Appreciation Bonds, Series 2017 Negotiated06/07/17 06/01/17 $8,305,000 La Vega Independent School District TXRefunding Bonds, Series 2017Negotiated06/07/17 07/01/17 $3,695,000 Harris County Municipal Utility District No. 96 TX Unlimited Tax Bonds, Series 2017Competitive06/07/17 06/21/17 $15,020,000 State of Maine (ME) ME General Obligation Bonds, 2017 Series A (Federally Taxable) Competitive06/07/17 06/21/17 $83,040,000 State of Maine (ME) ME General Obligation Bonds, 2017 Series BCompetitive06/07/17 06/22/17 $7,279,387 Town of Harwich MA General Obligation Bond Anticipation NotesCompetitive06/08/17 06/15/17 $79,345,000 Arlington Independent School District TX School Building Bonds, Series 2017Negotiated06/08/17 06/22/17 $52,610,000 City of Sacramento CA Water Revenue Bonds, Series 2017Negotiated06/08/17 06/20/17 $23,200,000 City of Waltham (MA) MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive06/08/17 06/21/17 $12,204,691 City of Lowell (MA) MA General Obligation Bond Anticipation NotesCompetitive06/08/17 06/23/17 $2,100,000 Town of Manchester By-The-Sea MA General Obligation Bond Anticipation Notes (renewal)Competitive06/08/17 06/16/17 $470,903 Town of Lynnfield MA General Obligation Taxable Bond Anticipation Notes (new money) Competitive06/12/17 06/01/17 $7,545,000 City of North Richland Hills TX Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligations, Series 2017 Competitive06/12/17 06/01/17 $3,950,000 Wylie Independent School District (Taylor County) TX Maintenance Tax Notes, Series 2017Competitive06/12/17 06/01/17 $1,000,000 Wylie Independent School District (Taylor County) TX Time Warrants, Series 2017Competitive06/12/17 06/01/17 $5,795,000 Hunt CountyTX Limited Tax Permanent Improvement Bonds, Series 2017 Competitive06/12/17 06/01/17 $1,500,000 Fort Bend County Municipal Utility District No. 192 (TX) TX Unlimited Tax Road Bonds, Series 2017Competitive06/13/17 06/27/17 $34,435,000 City of Fillmore CA Wastewater Refunding Revenue Bonds, Series 2017Negotiated06/13/17 07/01/17 $8,825,000 Cinco Southwest Municipal Utility District No. 1 TX Contract Revenue Refunding Bonds, Series 2017Negotiated06/13/17 06/01/17 $3,950,000 City of Melissa TX General Obligation Bonds, Series 2017Competitive06/13/17 06/01/17 $5,705,000 City of Melissa TX Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2017Competitive06/13/17 06/23/17 $22,000,000 City of Portsmouth (NH) NH General Obligation Bond Anticipation NotesCompetitive06/13/17 06/23/17 $18,510,000 City of Portsmouth (NH) NH General Obligation Capital Improvement Loan BondsCompetitive06/13/17 06/23/17 $1,081,600 Town of Chatham MA General Obligation Bond Anticipation NotesCompetitive06/13/17 07/01/17 $16,635,000 City of League City (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2017 Competitive06/13/17 06/22/17 $20,547,185 Town of Framingham MA General Obligation Bond Anticipation NotesCompetitive06/13/17 07/01/17 $4,100,000 Fort Bend County Municipal Utility District No. 162 TX Unlimited Tax Bonds, Series 2017Competitive06/13/17 07/01/17 $1,325,000 Fort Bend County Municipal Utility District No. 162 TX Unlimited Tax Park Bonds, Series 2017ACompetitive06/14/17 06/22/17 $29,837,000 Town of Lexington (MA) MA General Obligation Bond Anticipation NotesCompetitive06/14/17 07/01/17 $2,180,000 Langham Creek Utility District TX Unlimited Tax Bonds, Series 2017Competitive06/14/17 06/22/17 $1,513,000 Town of Stoneham MA General Obligation Municipal Purpose Loan of 2017 Bonds, Series B Competitive06/14/17 06/22/17 $1,429,000 Town of Harvard MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive06/14/17 06/23/17 $633,833 Town of Harvard MA General Obligation Bond Anticipation Notes (new and renewal) Competitive06/14/17 06/29/17 $1,232,000 Town of Saugus MA General Obligation Bond Anticipation Notes (new money) Competitive06/14/17 06/23/17 $14,525,185 Town of Hanover (MA) MA General Obligation Bond Anticipation Notes (new and renewals) Competitive06/14/17 06/30/17 $11,748,000 City of Brockton MA General Obligation Bond Anticipation NotesCompetitive06/15/17 06/01/17 $2,712,339 Socorro Independent School District TXRefunding Capital Appreciation Bonds, Series 2017B (Maturity Value) Negotiated06/15/17 06/01/17 $125,945,000 Socorro Independent School DistrictTX Refunding Bonds, Series 2017BNegotiated06/15/17 06/01/17 $35,735,000 Socorro Independent School District TX Refunding Bonds, Series 2017ANegotiated06/15/17 06/28/17 $442,775,000 State of Mississippi MS General Obligation Refunding Bonds, Series 2017ANegotiated06/15/17 07/01/17 $6,010,000 Meridian Independent School District TX Refunding Bonds, Series 2017Negotiated06/15/17 06/01/17 $45,510,000 City of FriscoTX General Obligation Bonds, Series 2017Competitive06/15/17 07/01/17 $12,970,000 Denton County TX Tax Notes, Series 2017Competitive06/15/17 06/01/17 $14,455,000 City of FriscoTX Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2017 Competitive06/15/17 06/29/17 $3,650,000 Town of Clinton (MA) MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive06/15/17 07/01/17 $58,615,000 Denton County TX Permanent Improvement Bonds, Series 2017Competitive06/15/17 06/28/17 $3,063,930 City of Salem (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive06/15/17 06/28/17 $948,500 City of Salem (MA) MA General Obligation State Aid Anticipation Notes (renewal and new money) Competitive06/15/17 06/30/17 $18,698,252 Town of Stoughton MA General Obligation Bond Anticipation Notes (new money & renewal) Competitive06/16/17 06/15/17 $21,550,000 Houston Independent School District Public Facility Corporation TX Lease Revenue Refunding Bonds, Series 2017Negotiated06/16/17 06/30/17 $1,000,000 Town of Nahant MA General Obligation Bond Anticipation Notes, Series A (new money) Competitive06/16/17 07/14/17 $800,000 Town of Nahant MA Revenue Anticipation Notes (new money)Competitive06/16/17 07/14/17 $2,908,534 Town of Nahant MA General Obligation Bond Anticipation Notes, Series B (new and renewal) Competitive06/16/17 06/23/17 $541,701 Town of Bellingham MA General Obligation Taxable Bond Anticipation Notes Series A Competitive06/16/17 06/23/17 $3,621,123 Town of Bellingham MA General Obligation Bond Anticipation Notes Series B (renewal and new money) Competitive06/19/17 06/15/17 $12,670,000 City of Sachse TX Combination Tax and Surplus Revenue Certificates of Obligation, Series 2017 Competitive06/19/17 06/30/17 $771,000 Town of Nantucket MA General Obligation Bond Anticipation Notes (new money) Competitive06/20/17 07/01/17 $2,885,000 Fort Bend County Municipal Utility District No. 138 TX Refunding Bonds, Series 2017Negotiated06/20/17 07/01/17 $86,170,000 City of Fort Worth (TX) TX Special Tax Revenue Bonds, Series 2017ANegotiated06/20/17 07/01/17 $140,710,000 City of Fort Worth (TX) TX Special Tax Revenue Bonds, Series 2017BNegotiated06/20/17 06/15/17 $3,620,000 Denton County Fresh Water Supply District No. 6 TX Unlimited Tax Utility System Bonds, Series 2017Competitive06/20/17 06/30/17 $675,000 Town of Provincetown MA General Obligation Bond Anticipation Notes Series A (Taxable) (new money) Competitive06/20/17 06/30/17 $1,540,340 Town of Provincetown MA General Obligation Bond Anticipation Notes Series B (new money) Competitive06/20/17 06/29/17 $6,456,000 City of Pittsfield MA State Qualified General Obligation Municipal Purpose Loan of 2017 Bonds Competitive06/20/17 06/30/17 $8,100,000 Merrimack Valley Regional Transit Authority MA General Obligation Revenue Anticipation NotesCompetitive06/20/17 06/30/17 $9,600,000 Worcester Regional Transit Authority MA Revenue Anticipation NotesCompetitive06/20/17 06/30/17 $6,814,244 City of Pittsfield MA General Obligation Bond Anticipation Notes (renewal and new money) Competitive06/21/17 06/15/17 $3,750,000 Brooks Development Authority (TX) TX Senior Lien Revenue Refunding Bonds, Series 2017A-1 Private Placement06/21/17 07/01/17 $2,455,000 Fort Bend County Municipal Utility District No. 169 TX Contract Revenue Refunding Bonds, Series 2017A (Water, Sewer and Drainage Facilities) Negotiated06/21/17 06/30/17 $4,929,120 Town of Needham MA General Obligation Bond Anticipation NotesCompetitive06/21/17 07/19/17 $141,125,000 Rhode Island Health and Educational Building Corporation (RI) RI Higher Education Facilities Revenue Bonds (Brown University Issue-Series 2017 A) Competitive06/21/17 06/30/17 $1,490,000 Town of Reading MA General Obligation Bond Anticipation Notes (new money) Competitive06/21/17 06/30/17 $6,645,000 Town of Reading MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive06/21/17 07/01/17 $3,830,000 Lower Kirby Pearland Management District (TX) TX Unlimited Tax Road Bonds, Series 2017Competitive06/21/17 06/28/17 $2,600,000 Town of West Springfield MA General Obligation Bond Anticipation Notes Competitive52 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience06/22/17 06/29/17 $14,585,000 Town of Waterford (CT) CT General Obligation Refunding Bonds, Issue of 2017Negotiated06/22/17 07/01/17 $18,570,000 City of Abilene (TX) TX Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2017 Negotiated06/22/17 07/01/17 $19,630,000 Trinity River Authority of Texas TX Improvement Revenue Bonds, Series 2017Negotiated06/22/17 07/01/17 $13,660,000 City of Abilene (TX) TX General Obligation Bonds, Series 2017Negotiated06/22/17 07/12/17 $30,820,000 Roseville Finance Authority CA Special Tax Reveneu Refunding Bonds, Series 2017ANegotiated06/22/17 07/20/17 $38,995,000 University of Mississippi Educational Building Corporation MS Revenue Refunding Bonds, Series 2017 (Facilities Refinancing Project) Negotiated06/22/17 06/30/17 $300,000 Town of Easton (MA) MA General Obligation Bond Anticipation NotesCompetitive06/22/17 06/29/17 $30,250,000 Beaufort County (SC) SC General Obligation Bond Anticipation Notes, Taxable Series 2017 Competitive06/22/17 06/30/17 $2,175,000 City of Holyoke MA General Obligation Taxable Bond Anticipation Notes Series A Competitive06/22/17 06/30/17 $8,224,557 City of Holyoke MA General Obligation Bond Anticipation Notes, Series B (renewal and new money) Competitive06/22/17 07/07/17 $2,100,000 Cape Ann Transportation Authority MA Revenue Anticipation NotesCompetitive06/22/17 06/30/17 $5,301,000 City of Gloucester MA General Obligation Bond Anticipation Notes Series B (new money) Competitive06/22/17 06/30/17 $1,000,000 City of Gloucester MA General Obligation Taxable Bond Anticipation Notes Series A Competitive06/22/17 06/30/17 $1,000,000 City of Quincy (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive06/22/17 06/30/17 $2,273,303 City of Quincy (MA) MA General Obligation State Aid Anticipation Notes (new money) Competitive06/23/17 06/23/17 $664,600 Town of Webster (MA) MA General Obligation Bond Anticipation Notes (renewals) Competitive06/26/17 07/01/17 $5,680,000 Harris-Fort Bend Counties Municipal Utility District No. 3 TX Unlimited Tax Bonds, Series 2017Competitive06/26/17 06/30/17 $6,910,000 City of Woburn MA General Obligation Bond Anticipation Notes (new money) Competitive06/26/17 07/01/17 $11,750,000 Fort Bend County Levee Improvement District No. 15 TX Unlimited Tax Park Bonds, Series 2017Competitive06/27/17 06/15/17 $11,565,000 Town of Prosper TX Combination Tax and Surplus Revenue Certificates of Obligation, Series 2017 Negotiated06/27/17 06/27/17 $180,800,000 Metropolitan Atlanta Rapid Transit Authority (GA) GA Variable Rate Sales Tax Revenue Refunding Bond, Series 2017B Private Placement06/27/17 07/01/17 $39,890,000 Sunnyvale Independent School District TX School Building Bonds, Series 2017Negotiated06/27/17 07/01/17 $42,330,000 Princeton Independent School District TX School Building Bonds, Series 2017Negotiated06/27/17 07/01/17 $5,845,000 El Paso Independent School District TXMaintenance Tax Notes, Series 2017Negotiated06/27/17 07/20/17 $7,265,000 City of Longmont (CO) CO Electric and Broadband Utility Enterprise Revenue Bonds, Series 2017 Competitive06/27/17 07/14/17 $4,000,000 City of Quincy (MA) MA General Obligation Bond Anticipation Notes (renewal)Competitive06/28/17 07/11/17 $200,000,000 City of Houston (TX) TX Tax and Revenue Anticipation Notes, Series 2016Competitive06/28/17 07/01/17 $2,600,000 Harris County Municipal Utility District No. 451 (TX) TX Unlimited Tax Bonds, Series 2017Competitive06/28/17 07/14/17 $3,955,000 Town of Tyngsborough MA General Obligation Bond Anticipation Notes (renewal)Competitive06/28/17 07/21/17 $730,000 Town of Burlington (MA) MA General Obligation Taxable Bond Anticipation Notes, Series A (renewal) Competitive06/28/17 07/21/17 $13,750,000 Town of Burlington (MA) MA General Obligation Bond Anticipation Notes, Series BCompetitive06/28/17 06/30/17 $400,000 Town of Rowley MA General Obligation Bond Anticipation Notes (new money) Competitive06/29/17 07/01/17 $15,000,000 Fort Bend County Municipal Utility District No. 133 TX Unlimited Tax Bonds, Series 2017Competitive07/06/17 07/01/17 $3,040,000 Verandah Municipal Utility District of Hunt County TX Road Refunding Bonds, Series 2017Negotiated07/06/17 08/01/17 $76,530,000 Denton County TX Permanent Improvement Refunding Bonds, Series 2017 Negotiated07/06/17 08/01/17 $5,085,000 Fort Bend County Municipal Utility District No. 167 TX Unlimited Tax Bonds, Series 2017Competitive07/06/17 08/03/17 $14,240,000 City of Corinth (TX) TX General Obligation Refunding Bonds, Series 2017Competitive07/06/17 08/03/17 $4,855,000 City of Corinth (TX) TX Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2017 Competitive07/06/17 07/19/17 $465,000 Town of Shrewsbury MA General Obligation Bond Anticipation Notes, Series B (Unlimited Tax-renewal) Competitive07/06/17 07/19/17 $3,765,000 Town of Shrewsbury MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive07/06/17 07/19/17 $2,100,000 Town of Shrewsbury MA General Obligation Bond Anticipation Notes, Series A (new money and renewal) Competitive07/11/17 07/01/17 $5,160,000 Olney Independent School District TX School Building Bonds, Series 2017Negotiated07/11/17 07/01/17 $3,190,000 City of Dalworthington Gardens (TX) TXGeneral Obligation Refunding and Improvement Bonds, Series 2017 Negotiated07/11/17 07/15/17 $381,750,000 Aldine Independent School District TX School Building and Refunding Bonds, Series 2017ANegotiated07/11/17 08/01/17 $8,455,000 City of Lake Worth (TX) TX General Obligation Refunding Bonds, Series 2017Negotiated07/11/17 08/18/17 $46,900,000 Board of Regents of the University of Oklahoma OK General Revenue Refunding Bonds, Series 2017A (The University of Oklahoma Health Sciences Center) Negotiated07/11/17 08/01/17 $3,085,000 Harris County Municipal Utility District No. 481 (TX) TX Unlimited Tax Bonds, Series 2017Competitive07/11/17 08/01/17 $2,800,000 Fort Bend County Municipal Utility District No. 116 TX Unlimited Tax Bonds, Series 2017Competitive07/11/17 08/01/17 $193,950,000 Lewisville Independent School District TX Unlimited Tax School Building Bonds, Series 2017Competitive07/11/17 07/18/17 $6,085,000 Town of Burlington (CT) CT General Obligation Bonds, Issue of 2017Competitive07/12/17 07/15/17 $53,615,000 Spring Independent School District (TX) TX Refunding Bonds, Series 2017ANegotiated07/12/17 08/17/17 $171,540,000 City of Dallas (TX) TX Waterworks and Sewer System Revenue Refunding Bonds, Series 2017 Negotiated07/12/17 08/01/17 $4,775,000 Montgomery County Municipal Utility District No. 139 (TX) TX Unlimited Tax Road Bonds, Series 2017Competitive07/12/17 07/21/17 $13,100,000 Pioneer Valley Transit Authority MA Revenue Anticipation NotesCompetitive07/12/17 07/27/17 $169,670,000 Maryland Transportation Authority (MD) MD Transportation Facilities Projects Revenue Refunding Bonds, Series 2017 (Tax-Exempt) Competitive07/12/17 07/28/17 $2,500,000 City of Peabody (MA) MA General Obligation Bond Anticipation Notes, Series A (renewal) Competitive07/12/17 07/28/17 $3,750,000 City of Peabody (MA) MA General Obligation Bond Anticipation Notes, Series B (renewal) Competitive07/13/17 07/01/17 $38,020,000 Borger Independent School District TXSchool Building Bonds, Series 2017Negotiated07/13/17 07/20/17 $12,295,000 City of Sacramento CA Special Tax Bonds, Series 2017Negotiated07/13/17 07/25/17 $425,000 Town of Spencer MA General Obligation Bond Anticipation NotesCompetitive07/13/17 07/27/17 $300,000 West Barnstable Fire District (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive07/14/17 07/01/17 $53,885,000 Southside Independent School District TX School Building Bonds, Series 2017Negotiated07/14/17 07/27/17 $10,420,000 Roseville Finance Authority CA Special Tax Revenue Refunding Bonds, Series 2017BNegotiated07/17/17 08/16/17 $2,155,000 City of Burleson TX General Obligation Bonds, Series 2017Competitive07/17/17 08/16/17 $10,210,000 City of Burleson TX Combination Tax and Revenue Certificates of Obligation, Series 2017 Competitive07/17/17 08/01/17 $44,000,000 Independent School District No. 1 of Tulsa County (Tulsa) OK Combined Purpose Bonds, Series 2017BCompetitive07/18/17 08/01/17 $3,985,000 Harris County Water Control and Improvement District No. 109 TX Refunding Bonds, Series 2017Negotiated07/18/17 08/01/17 $47,550,000 Fort Bend County TX Combination Tax and Revenue Certificates of Obligation, Series 2017A Negotiated07/18/17 08/03/17 $646,765,000 New Jersey Turnpike Authority NJ Turnpike Revenue Bonds, Series 2017 BNegotiated07/18/17 08/17/17 $10,930,000 City of Rowlett TX General Obligation Bonds, Series 2017Competitive07/18/17 08/01/17 $3,920,000 City of Cleveland (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2017 Competitive07/18/17 08/01/17 $240,000 Town of Truro MA General Obligation Bond Anticipation NotesCompetitive07/19/17 07/15/17 $4,015,000 Cleveland Independent School DistrictTX School Building Bonds, Series 2017Negotiated07/19/17 07/15/17 $7,350,000 City of KellerTX General Obligation Refunding Bonds, Series 2017Negotiated07/19/17 08/01/17 $19,630,000 County of Titus TX Refunding Bonds, Series 2017Negotiated53 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience07/19/17 08/07/17 $504,975 City of Hackberry TX Combination Special Assessment and Contract Revenue Road Refunding Premium CABs, Series 2017 Negotiated07/19/17 08/07/17 $6,380,000 City of Hackberry TX Combination Special Assessment and Contract Revenue Road Refunding Bonds, Series 2017 Negotiated07/19/17 08/07/17 $733,811 City of Hackberry TX Combination Special Assessment and Contract Revenue Utility Refunding PCABs, Series 2017 Negotiated07/19/17 08/07/17 $9,175,000 City of Hackberry TX Combination Special Assessment and Contract Revenue Utility Refunding Bonds, Series 2017 Negotiated07/19/17 08/15/17 $6,395,000 Town of Flower Mound TX General Obligation Refunding Bonds, Series 2017Negotiated07/19/17 08/15/17 $21,555,000 Town of Flower Mound TX Certificates of Obligation, Series 2017ANegotiated07/19/17 08/17/17 $9,250,000 City of KellerTX Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2017 Negotiated07/19/17 07/27/17 $8,600,000 Town of Natick MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive07/19/17 07/28/17 $198,000 Town of Rowley MA State House Serial Loan Notes (new money)Competitive07/19/17 08/03/17 $2,825,000 Town of Rockport (MA) MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive07/19/17 08/02/17 $5,518,000 Town of Stafford (CT) CT General Obligation Bond Anticipation NotesCompetitive07/20/17 08/03/17 $120,000,000 The Metropolitan District, Hartford County CT General Obligation Bond Anticipation Notes, Series BNegotiated07/20/17 09/06/17 $143,955,000 Alaska Housing Finance Corporation AK State Capital Project Bonds II, 2017 Series ANegotiated07/20/17 08/01/17 $8,080,000 Fort Bend County Municipal Utility District No. 134B (TX) TX Unlimited Tax Bonds, Series 2017Competitive07/20/17 08/03/17 $618,415,000 State of North Carolina (NC) NC Limited Obligation Refunding Bonds, Series 2017BCompetitive07/20/17 08/03/17 $7,780,000 Town of Marblehead MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive07/20/17 08/04/17 $1,867,952 Town of Marblehead MA General Obligation Bond Anticipation Notes (new money and renewals) Competitive07/20/17 08/04/17 $6,200,000 Brockton Area Transit Authority MA General Obligation Revenue Anticipation NotesCompetitive07/20/17 08/18/17 $51,000,000 Beaufort County (SC) SC General Obligation Bonds, Series 2017ACompetitive07/20/17 07/27/17 $6,350,000 City of Melrose (MA) MA General Obligation Bond Anticipation NotesCompetitive07/20/17 08/01/17 $24,690,000 Northwest Harris County Municipal Utility District No. 5 TX Unlimited Tax Bonds, Series 2017Competitive07/25/17 07/15/17 $1,000,000 New Home Independent School District TX Time Warrants, Series 2017Competitive07/26/17 07/01/17 $13,350,000 City of Lewisville TX Combination Contract Revenue and Special Assessment Refunding Bonds, Series 2017 Negotiated07/26/17 08/01/17 $3,715,000 Fort Bend County Levee Improvement District No. 15 TX Refunding Bonds, Series 2017Negotiated07/26/17 08/22/17 $3,870,000 Fort Bend County Municipal Utility District No. 146 TX Refunding Bonds, Series 2017ANegotiated07/26/17 08/04/17 $40,893,925 City of Quincy (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive07/26/17 08/04/17 $19,000,000 Montachusett Regional Transit Authority MA General Obligation Revenue Anticipation NotesCompetitive07/27/17 08/01/17 $4,600,000 Fort Bend County Municipal Utility District No. 123 TX Refunding Bonds, Series 2017Negotiated07/27/17 08/01/17 $9,000,000 Williamson County Municipal Utility District No. 15 (TX) TX Unlimited Tax Bonds, Series 2017Competitive07/27/17 08/01/17 $2,460,000 Fort Bend County Municipal Utility District No. 145 TX Unlimited Tax Bonds, Series 2017Competitive07/27/17 08/10/17 $2,750,000 Town of Saugus MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive07/27/17 08/11/17 $290,886 Town of Saugus MA General Obligation Bond Anticipation Notes (renewal)Competitive07/27/17 08/09/17 $30,000,000 Town of Enfield (CT) CT General Obligation Bonds, Issue of 2017Competitive07/27/17 08/09/17 $36,000,000 Town of Enfield (CT) CT General Obligation Bond Anticipation NotesCompetitive07/28/17 08/01/17 $3,210,000 Fort Bend County Municipal Utility District No. 140 TX Refunding Bonds, Series 2017Negotiated07/31/17 08/01/17 $7,860,000 Valley Mills Independent School District TX School Building Bonds, Series 2017Negotiated08/01/17 09/01/17 $6,200,000 Fort Bend County Municipal Utility District No. 144 TX Unlimited Tax Bonds, Series 2017Competitive08/02/17 08/01/17 $18,725,000 City of San Antonio TX Tax Notes, Series 2017Negotiated08/02/17 08/01/17 $73,360,000 City of San Antonio TX Combination Tax and Revenue Certificates of Obligation, Series 2017 Negotiated08/02/17 08/01/17 $88,070,000 City of San Antonio TX General Improvement Bonds, Series 2017Negotiated08/02/17 08/01/17 $78,545,000 McKinney Independent School DistrictTX School Building Bonds, Series 2017Negotiated08/02/17 09/01/17 $5,915,000 Harris County Municipal Utility District No. 290 TX Refunding Bonds, Series 2017Negotiated08/02/17 08/11/17 $200,000 Town of Eastham MA General Obligation Bond Anticipation Notes (Renewal)Competitive08/02/17 08/17/17 $3,550,000 Town of Easton (MA) MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive08/02/17 08/18/17 $8,076,000 Town of Easton (MA) MA General Obligation Bond Anticipation Notes (New Money and Renewal) Competitive08/02/17 09/01/17 $2,700,000 Fountainhead Municipal Utility District TX Unlimited Tax Bonds, Series 2017Competitive08/03/17 08/01/17 $9,125,000 City of Aledo (TX) TX General Obligation Refunding Bonds, Series 2017Negotiated08/03/17 08/16/17 $224,640,000 State of North Carolina (NC) NC Grant Anticipation Revenue Vehicle Refunding Bonds, Series 2017 Negotiated08/03/17 08/17/17 $263,545,000 Metropolitan Atlanta Rapid Transit Authority (GA) GA Sales Tax Revenue Bonds, Refunding Series 2017CCompetitive08/03/17 08/01/17 $108,020,000 Plano Independent School District (TX) TX Unlimited Tax School Building Bonds, Series 2017Competitive08/03/17 08/11/17 $214,000 City of Lowell (MA) MA Taxable State Aid Anticipation NotesCompetitive08/03/17 08/18/17 $1,100,000 Town of West Boylston MA General Obligation Bond Anticipation NotesCompetitive08/03/17 08/18/17 $308,053 Nashoba Valley Technical School District (MA) MA General Obligation Bond anticipation Notes (renewal)Competitive08/07/17 07/15/17 $4,140,000 Hidalgo Independent School District TXRefunding Bonds, Series 2017Negotiated08/08/17 08/01/17 $9,500,000 City of Celina (TX) TX Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2017 Competitive08/08/17 08/22/17 $6,110,000 Beaufort County (SC) SC General Obligation Refunding Bonds, Series 2017BCompetitive08/08/17 09/01/17 $12,000,000 City of Lawrence (MA) MA General Obligation State Qualified Deficit Financing Bond Anticipation Notes, Series A Competitive08/08/17 09/01/17 $3,500,000 City of Lawrence (MA) MA General Obligation Bond Anticipation Notes, Series BCompetitive08/08/17 09/01/17 $1,730,000 City of Lawrence (MA) MA General Obligation Bond Anticipation Notes, Series CCompetitive08/09/17 08/01/17 $194,980,000 City of San Antonio TX Electric and Gas Systems Revenue Refunding Bonds, New Series 2017 Negotiated08/09/17 08/29/17 $22,460,000 Newark Higher Education Finance Corporation (TX) TX Education Revenue Bonds, Series 2017A (Austin Achieve Public Schools, Inc.) Negotiated08/10/17 09/01/17 $1,800,000 Paseo Del Este Municipal Utility District No. 2 TX Unlimited Tax Bonds, Series 2017Competitive08/10/17 08/17/17 $12,790,000 Town of Danvers MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive08/10/17 08/18/17 $1,100,000 Town of Danvers MA General Obligation Bond Anticipation Notes (Renewal)Competitive08/10/17 08/23/17 $2,300,000 Town of Templeton MA General Obligation Bond Anticipation NotesCompetitive08/10/17 09/01/17 $490,000 Spencer-East Brookfield Regional School District MA State Qualified General Obligation Deficit Financing Bond Antcipation Notes Competitive08/11/17 08/29/17 $314,565,000 Miami-Dade County (FL) FL Aviation Revenue Refunding Bonds, Series 2017DNegotiated08/11/17 08/29/17 $378,870,000 Miami-Dade County (FL) FL Aviation Revenue Refunding Bonds, Series 2017BNegotiated08/14/17 08/01/17 $7,830,000 Eastland Independent School District (TX) TX School Building Bonds, Series 2017Negotiated08/15/17 08/01/17 $2,055,000 City of ForneyTX Tax Notes, Series 2017Negotiated08/15/17 08/01/17 $11,465,000 City of ForneyTX Subordinate Lien Pass-Through Toll Revenue and Limited Tax Refunding Bonds, Series 2017 Negotiated08/15/17 08/01/17 $52,765,000 Tarrant Regional Water District TX Water Revenue Refunding Bonds, Series 2017Negotiated08/15/17 08/15/17 $4,140,000 Town of Hickory Creek TX Special Assessment Revenue Bonds, Series 2017 (Hickory Creek Public Improvement District No. 1) Negotiated08/15/17 08/15/17 $12,685,000 City of Fort Worth (TX) TX Special Assessment Revenue Bonds, Series 2017Negotiated08/15/17 09/01/17 $2,915,000 Harris County Municipal Utility District No. 406 TX Unlimited Tax Road Bonds, Series 2017ACompetitive54 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience08/15/17 09/01/17 $6,695,000 Harris County Municipal Utility District No. 157 TX Unlimited Tax Bonds, Series 2017Competitive08/15/17 09/12/17 $225,000,000 County of Mecklenburg (NC) NC General Obligation Public Improvement Bonds, Series 2017A Competitive08/15/17 08/01/17 $1,790,000 Pecan Grove Municipal Utility District TX Unlimited Tax Bonds, Series 2017Competitive08/16/17 08/01/17 $19,545,000 City of Weslaco TX Limited Tax Refunding Bonds, Series 2017Negotiated08/16/17 08/15/17 $43,985,000 Mansfield Independent School District TX School Building Bonds, Series 2017Negotiated08/16/17 08/30/17 $61,260,000 State of Mississippi MS General Obligation Bonds, Series 2017B (LIBOR Term Rate) (Mandatory Put Date: 09/01/2020) Negotiated08/16/17 09/06/17 $54,180,000 Trustees of the Tulsa Airports Improvement Trust (OK) OK General Airport Revenue Refunding Bonds, Series 2017 Negotiated08/16/17 09/01/17 $8,400,000 West Harris County Municipal Utility District No. 21 TX Unlimited Tax Bonds, Series 2017Competitive08/17/17 08/01/17 $27,805,000 City of Plano (TX) TX General Obligation Refunding Bonds, Series 2017ANegotiated08/17/17 08/01/17 $176,585,000 Clifton Higher Education Finance Corporation TX Education Revenue and Refunding Bonds, Series 2017 (Idea Public Schools) Negotiated08/17/17 08/30/17 $101,145,000 State of Mississippi MS General Obligation Bonds, Series 2017C (LIBOR Term Rate) (Mandatory Tender Date: 11/01/2020) Negotiated08/17/17 09/01/17 $9,000,000 Travis County Municipal Utility District No. 15 TX Unlimited Tax Bonds, Series 2017Competitive08/17/17 09/01/17 $400,000 Leicester Water Supply District MA General Obligation Bond Anticipation NotesCompetitive08/17/17 09/01/17 $7,000,000 City of Haverhill MA General Obligation State Qualified Deficit Financing Bond Anticipation Notes Competitive08/21/17 09/01/17 $6,585,000 Harris County Water Control and Improvement District No. 161 (TX) TX Unlimited Tax Bonds, Series 2017Competitive08/22/17 08/15/17 $88,090,000 Crowley Independent School District TX School Building Bonds, Series 2017Negotiated08/22/17 09/14/17 $119,135,000 Mecklenburg County Public Facilities Corporation (NC) NC Refunding Limited Obligation Bonds, Series 2017Negotiated08/22/17 09/01/17 $6,040,000 Montgomery County Municipal Utility District No. 138 (TX) TX Unlimited Tax Road Bonds, Series 2017Competitive08/23/17 08/15/17 $8,995,000 Forsan Independent School District TX Refunding Bonds, Series 2017Negotiated08/23/17 09/06/17 $9,325,000 Regional School District No. 18 of the State of Connecticut CT General Obligation Refunding Bonds, Issue of 2017Negotiated08/23/17 09/07/17 $157,780,000 Tampa-Hillsborough County Expressway Authority (FL) FL Revenue Bonds, Series 2017Negotiated08/23/17 09/21/17 $5,765,000 Town of Argyle (TX) TX Special Assessment Revenue Bonds, Series 2017Negotiated08/23/17 09/01/17 $7,370,000 Harris County Municipal Utility District No. 257 TX Unlimited Tax Bonds, Series 2017Competitive08/23/17 09/01/17 $4,430,000 Harris County Municipal Utility District No. 434 (TX) TX Unlimited Tax Bonds, Series 2017Competitive08/28/17 08/15/17 $8,685,000 Miami Independent School District (TX) TX Refunding Bonds, Series 2017Negotiated08/28/17 09/15/17 $3,430,000 City of Mineola TX General Obligation Refunding Bonds, Series 2017Negotiated08/28/17 09/15/17 $5,660,000 City of Mineola TX Combination Tax and Revenue Certificates of Obligation, Series 2017 Negotiated09/06/17 09/01/17 $87,575,000 Hurst-Euless-Bedford Independent School District TX Refunding Bonds, Series 2017ANegotiated09/06/17 09/14/17 $88,000,000 School District 27J Adams and Weld Co and the City and Co of Bloomfield CO General Obligation Bonds, Series 2017 (Colorado State Intercept Program) Negotiated09/06/17 09/28/17 $74,780,000 South Placer Waste Water Authority CAWastewater Revenue Bonds, Series 2017Negotiated09/06/17 09/19/17 $6,000,000 Town of Essex (CT) CT General Obligation Bonds, Issue of 2017Competitive09/07/17 09/01/17 $9,355,000 City of LufkinTX General Obligation Refunding Bonds, Series 2017Competitive09/07/17 09/15/17 $5,453,000 Town of Salisbury (MA) MA General Obligation Bond Anticipation Notes (new and renewal) Competitive09/07/17 09/15/17 $9,800,000 Town of Salisbury (MA) MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive09/11/17 09/01/17 $74,875,000 Hurst-Euless-Bedford Independent School District TX Refunding Bonds, Series 2017BNegotiated09/11/17 09/15/17 $3,545,000 Town of Ponder TX Special Assessment Revenue Bonds, Series 2017 (Ponder Public Improvement District No. 1) Negotiated09/12/17 10/05/17 $87,256 City of Hackberry TX Special Assessment Revenue Refunding and Improvement Capital Appreciation Bonds, Series 2017 Negotiated09/12/17 10/05/17 $8,435,000 City of Hackberry TX Special Assessment Revenue Refunding and Improvement Bonds, Series 2017 Negotiated09/12/17 09/15/17 $4,700,000 Collin County Water Control and Improvement District No. 3 TX Unlimited Tax Utility Bonds, Series 2017Competitive09/12/17 09/22/17 $8,600,000 Metrowest Regional Transit Authority MA General Obligation Revenue Anticipation NotesCompetitive09/13/17 09/28/17 $4,085,000 Texas Public Finance Authority TX Lease Revenue Refunding Bonds, Series 2017 (Texas Historical Commission Project) Negotiated09/13/17 10/03/17 $21,070,000 Texas Public Finance Authority TX General Obligation Refunding Bonds, Series 2017BNegotiated09/13/17 10/01/17 $7,800,000 Chambers County Improvement District No. 2 (TX) TX Unlimited Tax Road Bonds, Series 2017Competitive09/13/17 10/01/17 $5,500,000 Fort Bend County Municipal Utility District No. 134C TX Unlimited Tax Park Bonds, Series 2017ACompetitive09/13/17 10/01/17 $2,200,000 Fort Bend County Municipal Utility District No. 134C TX Unlimited Tax Bonds, Series 2017Competitive09/13/17 09/21/17 $1,360,000 City of Malden MA General Obligation Bond Anticipation Notes (new money) Competitive09/13/17 09/28/17 $9,710,000 Town of Rowley MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive09/13/17 09/29/17 $13,135,000 City of Quincy (MA) MA General Obligation Bond Anticipation Notes (renewal)Competitive09/14/17 09/01/17 $45,000,000 Fort Bend Independent School District TX Variable Rate Refunding Bonds, Series 2017C (Green Bonds) (Mandatory Put Date: 08/01/2020) Negotiated09/14/17 09/01/17 $50,000,000 Fort Bend Independent School District TX Variable Rate Refunding Bonds, Series 2017D (Mandatory Put Date: 08/01/2021) Negotiated09/14/17 10/12/17 $76,380,000 University of North Carolina at Chapel Hill NC General Revenue Bonds, Series 2017 (The Board of Governors of the University of North Carolina) Negotiated09/14/17 10/01/17 $2,035,000 Fort Bend County Levee Improvement District No. 17 TX Unlimited Tax Park Bonds, Series 2017Competitive09/14/17 09/28/17 $1,700,000 Town of West Newbury MA General Obligation Water Bonds of 2017Competitive09/14/17 09/28/17 $11,990,000 City of Woburn MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive09/14/17 09/29/17 $14,700,000 City of Woburn MA General Obligation Bond Anticipation NotesCompetitive09/18/17 09/15/17 $10,590,000 City of Sachse TX Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2017A Competitive09/19/17 10/05/17 $13,915,000 Municipality of Anchorage (AK) AK Water Revenue Refunding Bonds, 2017 Series CNegotiated09/19/17 10/05/17 $64,895,000 Municipality of Anchorage (AK) AK Wastewater Revenue Refunding Bonds, 2017 Series B Negotiated09/19/17 10/05/17 $88,660,000 Municipality of Anchorage (AK) AK Water Revenue Refunding Bonds, 2017 Series BNegotiated09/19/17 10/01/17 $2,800,000 Montgomery County Municipal Utility District No. 127 (TX) TX Unlimited Tax Bonds, Series 2017Competitive09/19/17 10/01/17 $35,480,000 City of Pasadena (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2017 Competitive09/19/17 10/19/17 $107,610,000 City of IrvingTX Combination Tax and Hotel Occupancy Tax Revenue Refunding Bonds, Series 2017 Competitive09/19/17 09/28/17 $1,755,000 City of Holyoke MA General Obligation State Qualified Bonds, Series A (Subject to Federal and Massachusetts Income Taxation) Competitive09/19/17 09/28/17 $112,000,000 Erie County (NY) NY Revenue Anticipation Notes, 2017Competitive09/19/17 09/28/17 $7,415,000 City of Holyoke MA General Obligation State Qualified Municipal Purpose Loan of 2017 Bonds, Series B Competitive09/19/17 09/29/17 $4,200,000 Town of Avon (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive09/19/17 09/29/17 $969,000 City of Holyoke MA General Obligation Bond Anticipation NotesCompetitive09/20/17 09/28/17 $15,005,000 City of Taunton MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive09/20/17 09/29/17 $4,988,753 City of Methuen MA General Obligation Bond Anticipation Notes (new money) Competitive09/21/17 10/01/17 $83,880,000 City of El Paso (TX) TX Water and Sewer Revenue Improvement and Refunding Bonds, Series 2017 Negotiated09/21/17 10/05/17 $25,700,000 The Atlanta Development Authority (GA) GA Revenue Bonds, Series 2017 (Homeless Opportunity Project) Negotiated09/21/17 10/04/17 $75,510,000 Cherry Creek School District No. 5 COGeneral Obligation Refunding Bonds, Series 2017BCompetitive09/21/17 10/04/17 $100,000,000 Cherry Creek School District No. 5 CO General Obligation Bonds, Series 2017CCompetitive09/21/17 10/05/17 $10,102,042 Town of Wakefield MA General Obligation Bond Anticipation Notes (new and renewal) Competitive09/21/17 10/01/17 $34,500,000 Denton County Fresh Water Supply District No. 10 TX Unlimited Tax Road Bonds, Series 2017Competitive55 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience09/25/17 09/15/17 $1,825,000 City of Pilot Point TX Combination Tax and Revenue Certificates of Obligation, Series 2017 Competitive09/25/17 10/01/17 $3,490,000 Harris County Municipal Utility District No. 290 TX Unlimited Tax Bonds, Series 2017ACompetitive09/26/17 09/15/17 $5,480,000 Highland Park Independent School District (Potter County) TX Refunding Bonds, Series 2017Negotiated09/26/17 09/15/17 $258,940,000 Alamo Community College District TX Limited Tax and Refunding Bonds, Series 2017Negotiated09/26/17 10/12/17 $18,935,000 Texas Water Development Board TX State Water Implementation Revenue Fund For Texas Revenue Bonds, Series 2017B (Master Trust) Negotiated09/26/17 10/12/17 $1,046,970,000 Texas Water Development Board TX State Water Implementation Revenue Fund For Texas Revenue Bonds, Series 2017A (Master Trust) Negotiated09/26/17 10/26/17 $16,075,000 New Jersey Turnpike Authority NJ Variable Rate Turnpike Revenue Bonds, Series 2017 D-2 Negotiated09/26/17 10/26/17 $16,675,000 New Jersey Turnpike Authority NJ Variable Rate Turnpike Revenue Bonds, Series 2017 D-3 Negotiated09/26/17 10/26/17 $17,250,000 New Jersey Turnpike Authority NJ Variable Rate Turnpike Revenue Bonds, Series 2017 D-4 Negotiated09/26/17 10/26/17 $31,050,000 New Jersey Turnpike Authority NJ Variable Rate Turnpike Revenue Bonds, Series 2017 C-1 Negotiated09/26/17 10/26/17 $32,775,000 New Jersey Turnpike Authority NJ Variable Rate Turnpike Revenue Bonds, Series 2017 C-2 Negotiated09/26/17 10/26/17 $34,575,000 New Jersey Turnpike Authority NJ Variable Rate Turnpike Revenue Bonds, Series 2017 C-3 Negotiated09/26/17 10/26/17 $36,475,000 New Jersey Turnpike Authority NJ Variable Rate Turnpike Revenue Bonds, Series 2017 C-4 Negotiated09/26/17 10/26/17 $115,125,000 New Jersey Turnpike Authority NJ Variable Rate Turnpike Revenue Bonds, Series 2017 C-6 (Mandatory Tender Date: 01/01/2023) Negotiated09/26/17 10/26/17 $129,375,000 New Jersey Turnpike Authority NJ Variable Rate Turnpike Revenue Bonds, Series 2017 D-1 Negotiated09/26/17 10/26/17 $150,000,000 New Jersey Turnpike Authority NJ Variable Rate Turnpike Revenue Bonds, Series 2017 C-5 (Mandatory Tender Date: 01/01/2021) Negotiated09/26/17 10/04/17 $21,965,000 City of Groton (CT) CT General Obligation Bonds, Issue of 2017Competitive09/26/17 10/01/17 $2,375,000 Harris County Municipal Utility District No. 61 TX Unlimited Tax Park Bonds, Series 2017Competitive09/27/17 10/06/17 $2,500,000 Town of Boxford MA General Obligation Bond Anticipation Notes (new and renewal) Competitive09/27/17 10/06/17 $5,050,000 City of Chicopee MA General Obligation Bond Anticipation Notes (new and renewal) Competitive09/28/17 09/15/17 $85,105,000 Richardson Independent School District TX Refunding Bonds, Series 2017Negotiated09/28/17 10/11/17 $76,895,000 Rhode Island Health and Educational Building Corporation (RI) RI Higher Education Facility Revenue Bonds, Series 2017A Negotiated09/28/17 10/11/17 $3,570,000 City of Sacramento CA Special Tax Bonds, Series 2017 (Creamery Community Facilities District No. 2015-02) Negotiated09/28/17 10/12/17 $8,160,000 Eastmark Community Facilities District No. 1 (AZ) AZ General Obligation Bonds, Series 2017Negotiated09/28/17 10/17/17 $4,235,000 Rhode Island Health and Educational Building Corporation (RI) RI Higher Education Facility Revenue Bonds, Series 2017C Negotiated09/28/17 10/17/17 $6,525,000 Rhode Island Health and Educational Building Corporation (RI) RI Higher Education Facility Revenue Bonds, Series 2017D Negotiated09/28/17 10/17/17 $35,560,000 Rhode Island Health and Educational Building Corporation (RI) RI Higher Education Facility Revenue Bonds, Series 2017B Negotiated09/28/17 10/13/17 $1,220,000 Town of Dennis MA General Obligation Taxable Bond Anticipation Notes (new money) Competitive09/28/17 10/13/17 $4,040,551 Town of Webster (MA) MA General Obligation Bond Anticipation Notes, Series ACompetitive09/28/17 10/13/17 $8,378,829 Town of Webster (MA) MA General Obligation Bond Anticipation Notes, Series B (renewals) Competitive10/02/17 11/01/17 $8,440,000 Fort Bend County Municipal Utility District No. 169 TX Contract Revenue Bonds (Road Facilities) Series 2017B Competitive10/02/17 10/01/17 $10,000,000 Harris County Municipal Utility District No. 287 TX Unlimited Tax Road Bonds, Series 2017Competitive10/03/17 10/01/17 $3,565,000 City of FateTX General Obligation Refunding Bonds, Series 2017Negotiated10/04/17 10/01/17 $18,010,000 City of Baytown TX Combination Tax And Revenue Certificates of Obligation, Series 2017 Competitive10/04/17 10/01/17 $11,465,000 Canadian River Municipal Water Authority TX Subordinate Lien Contract Revenue Refunding Bonds, Series 2017 Competitive10/04/17 10/19/17 $4,660,000 Town of Franklin (MA) MA General Obligation Bond Anticipation Notes, Unlimited Tax (renewal) Competitive10/04/17 10/20/17 $900,000 Town of Wareham MA General Obligation Bond Anticipation NotesCompetitive10/04/17 10/20/17 $1,500,000 Monomoy Regional School District (MA)MA General Obligation Bond Anticipation Notes (renewal)Competitive10/06/17 10/18/17 $14,480,000 Successor Agency to the Murrieta Redevelopment Agency (CA) CA Tax Allocation Refunding Bonds, Series 2017ANegotiated10/06/17 10/18/17 $25,230,000 Successor Agency to the Murrieta Redevelopment Agency (CA) CA Tax Allocation Refunding Bonds, Series 2017BNegotiated10/10/17 11/01/17 $3,460,000 Wood Trace Municipal Utility District No. 1 of Montgomery County (TX) TX Unlimited Tax Bonds, Series 2017ACompetitive10/10/17 10/15/17 $4,695,000 Collin County Water Control and Improvement District No. 3 TX Unlimited Tax Road Bonds, Series 2017Competitive10/10/17 11/01/17 $17,450,000 Fort Bend County Municipal Utility District No. 128 TX Unlimited Tax Bonds, Series 2017Competitive10/11/17 10/01/17 $11,310,000 Yoakum Independent School District TXRefunding Bonds, Series 2017Negotiated10/11/17 10/01/17 $6,200,000 Montgomery County Municipal Utility District No. 105 (TX) TX Unlimited Tax Bonds, Series 2017Competitive10/11/17 11/01/17 $6,465,000 Harris County Municipal Utility District No. 450 TX Unlimited Tax Bonds, Series 2017Competitive10/11/17 10/01/17 $90,365,000 Board of Regents of the Texas A & M University System (TX) TX Permanent University Fund Bonds, Series 2017ACompetitive10/11/17 10/01/17 $310,515,000 Board of Regents of the Texas A & M University System (TX) TX Permanent University Fund Bonds, Taxable Series 2017B Competitive10/11/17 10/24/17 $23,875,000 City of Beverly (MA) MA General Obligation School BondsCompetitive10/11/17 10/27/17 $18,067,000 Town of Winchester (MA) MA General Obligation Bond Anticipation Notes (New Money and Renewal) (Unlimited Tax) Competitive10/11/17 10/19/17 $27,515,000 Town of Plainville (MA) MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive10/11/17 10/24/17 $3,825,000 Town of Canton (CT) CT General Obligation Bonds, Issue of 2017Competitive10/11/17 11/01/17 $18,915,000 Chambers County Improvement District No. 1 TX Unlimited Tax Bonds, Series 2017Competitive10/12/17 10/01/17 $91,110,000 Fort Bend Independent School District TX Refunding Bonds, Series 2017ENegotiated10/12/17 11/01/17 $15,520,000 Harris-Montgomery Counties Municipal Utility District No. 386 TX Refunding Bonds, Series 2017Negotiated10/12/17 10/01/17 $4,100,000 Paseo Del Este Municipal Utility District No. 3 TX Unlimited Tax Bonds, Series 2017Competitive10/12/17 10/01/17 $6,670,000 Paseo Del Este Municipal Utility District No. 5 (TX) TX Unlimited Tax Bonds, Series 2017Competitive10/12/17 10/01/17 $5,730,000 Canyon Falls Water Control and Improvement District #2 of Denton Co TX Unlimited Tax Road Bonds, Series 2017Competitive10/12/17 11/01/17 $5,500,000 Montgomery County Municipal Utility District No. 88 (TX) TX Unlimited Tax Bonds, Series 2017Competitive10/12/17 10/19/17 $2,900,000 Town of Tyngsborough MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive10/12/17 10/19/17 $77,330,000 Town of Stoughton MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive10/13/17 11/01/17 $765,995,000 North Texas Tollway Authority TX System Revenue and Refunding Bonds, Series 2017 Second Tier Bonds, Series 2017B Negotiated10/13/17 11/01/17 $1,743,320,000 North Texas Tollway Authority TX System Revenue and Refunding Bonds, Series 2017 First Tier Bonds, Series 2017A Negotiated10/16/17 10/15/17 $9,200,000 City of Woodway TX Combination Tax and Revenue Certificates of Obligation, Series 2017 Competitive10/16/17 11/01/17 $3,935,000 City of Lake Jackson TX Limited Tax Bonds, Series 2017Competitive10/16/17 11/01/17 $6,805,000 Fort Bend County Municipal Utility District No. 134C TX Unlimited Tax Road Bonds, Series 2017Competitive10/16/17 11/01/17 $4,950,000 City of Lake Jackson TX Waterworks and Sewer System Revenue Bonds, Series 2017 Competitive10/16/17 11/01/17 $8,200,000 Harris County Municipal Utility District No. 401 (TX) TX Unlimited Tax Bonds, Series 2017Competitive10/17/17 10/15/17 $37,300,000 Rockwall Independent School DistrictTX Refunding Bonds, Series 2017Negotiated10/17/17 10/15/17 $36,515,000 City of Grand Prairie TX Combination Tax and Revenue Certificates of Obligation, Series 2017 Negotiated10/17/17 10/01/17 $5,000,000 Paseo Del Este Municipal Utility District No. 8 (TX) TX Unlimited Tax Bonds, Series 2017ACompetitive10/17/17 11/01/17 $3,330,000 Harris County Municipal Utility District No. 321 TX Unlimited Tax Road Bonds, Series 2017Competitive10/17/17 10/01/17 $3,940,000 Montgomery County Municipal Utility District No. 137 (TX) TX Unlimited Tax Road Bonds, Series 2017Competitive10/17/17 10/15/17 $13,820,000 Denton County Fresh Water Supply District No. 7 TX Unlimited Tax Road Bonds, Series 2017Competitive10/17/17 10/27/17 $5,547,548 City of Pittsfield MA General Obligation Bond Anticipation Notes (renewal)Competitive56 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience10/17/17 11/01/17 $3,425,000 Town of Needham MA General Obligation Bond Anticipation Notes (renewal)Competitive10/18/17 10/15/17 $2,755,000 City of Grand Prairie TX Water and Wastewater System Revenue Bonds, New Series 2017A Negotiated10/18/17 11/17/17 $29,745,000 Jackson State University Educational Building Corporation MS Revenue Refunding Bonds, Series 2017ANegotiated10/18/17 11/01/17 $3,500,000 Lazy Nine Municipal Utility District No. 1B (TX) TX Unlimited Tax Bonds, Series 2017ACompetitive10/19/17 11/01/17 $8,650,000 City of Leander TX Special Assessment Revenue Bonds, Series 2017Negotiated10/19/17 11/01/17 $2,535,000 City of Leander TX Special Assessment Revenue Bonds, Series 2017Negotiated10/19/17 11/09/17 $66,445,000 New York State Environmental Facilities Corporation NY State Revolving Funds Revenue Bonds, Series 2017D (2010 Master Financing Program) Negotiated10/19/17 11/09/17 $91,580,000 New York State Environmental Facilities Corporation NY State Revolving Funds Revenue Bonds, Series 2017C (2010 Master Financing Program) (Green Bonds) Negotiated10/19/17 11/01/17 $2,500,000 Imperial Redevelopment District (TX) TX Unlimited Tax Bonds, Series 2017Competitive10/19/17 11/02/17 $3,606,000 Greater Lawrence Sanitary District MA General Obligation Grant Anticipation NotesCompetitive10/19/17 11/01/17 $1,650,000 Town of Glastonbury CT General Obligation Bond Anticipation Notes, Series BCompetitive10/23/17 11/01/17 $5,000,000 Fort Bend County Levee Improvement District No. 6 (TX) TX Unlimited Tax Levee Improvement Bonds, Series 2017 Competitive10/24/17 10/01/17 $8,000,000 City of AubreyTX Special Assessment Revenue Bonds, Series 2017 (Winn Ridge South Public Improvement District Project) Negotiated10/24/17 11/01/17 $4,800,000 Galveston County Municipal Utility District No. 56 (TX) TX Unlimited Tax Road Bonds, Series 2017Competitive10/24/17 11/03/17 $425,000 Town of Truro MA General Obligation Bond Anticipation NotesCompetitive10/25/17 11/01/17 $5,350,000 Fulshear Municipal Utility District No. 1 of Fort Bend County (TX) TX Unlimited Tax Bonds, Series 2017Competitive10/25/17 11/09/17 $8,040,000 City of Melrose (MA) MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive10/26/17 10/15/17 $48,940,000 City of El Paso (TX) TX Municipal Drainage Utility System Revenue Improvement and Refunding Bonds, Series 2017 Negotiated10/26/17 11/01/17 $569,997 Royse City Independent School District TX Premium Capital Appreciation Refunding Bonds, Series 2017 Negotiated10/26/17 11/01/17 $8,130,000 Royse City Independent School District TX Refunding Bonds, Series 2017Negotiated10/26/17 11/02/17 $89,420,000 Metropolitan Government of Nashville and Davidson County (TN) TN Water and Sewer Revenue Bonds, Series 2017A (Green Bonds) Negotiated10/26/17 11/02/17 $155,210,000 Metropolitan Government of Nashville and Davidson County (TN) TN Water and Sewer Revenue Bonds, Series 2017BNegotiated10/26/17 11/14/17 $25,015,000 City of Goodyear AZ General Obligation Bonds, Series 2017Negotiated10/26/17 11/15/17 $2,885,000 City of Alvarado TX General Obligation Refunding Bonds, Series 2017Negotiated10/26/17 11/10/17 $5,161,000 Town of Walpole MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive10/26/17 11/10/17 $2,366,461 Town of Walpole MA General Obligation Bond Anticipation Notes (new and renewal) Competitive10/30/17 11/01/17 $2,580,000 Harris County Municipal Utility District No 171 (TX) TX Road Contract Revenue Bonds Series 2017Competitive10/31/17 11/01/17 $5,150,000 Lake View Management and Development District (TX) TX Utility System Bonds, Series 2017Negotiated10/31/17 11/01/17 $3,750,000 Harris County Municipal Utility District No. 457 (TX) TX Unlimited Tax Road Bonds, Series 2017Competitive10/31/17 11/10/17 $700,000 Town of Eastham MA General Obligation Bond Anticipation Notes, Unlimited Tax Competitive10/31/17 11/16/17 $5,540,000 Town of West Boylston MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive11/01/17 11/01/17 $2,750,000 Harris County Municipal Utility District No. 282 TX Unlimited Tax Park Bonds, Series 2017Competitive11/01/17 11/16/17 $26,570,000 Town of Orleans (MA) MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive11/01/17 11/17/17 $3,420,000 Town of AyerMA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive11/01/17 11/17/17 $1,245,351 Town of AyerMA General Obligation Bond Anticipation NotesCompetitive11/01/17 11/17/17 $4,515,000 Berlin-Boylston Regional School District MA General Obligation Bond Anticipation Notes, Unlimited Tax Competitive11/02/17 11/01/17 $8,830,000 Quinlan Independent School District TXRefunding Bonds, Series 2017Negotiated11/02/17 11/16/17 $4,460,000 Rhode Island Health and Educational Building Corporation (RI) RI Public Schools Revenue Bond Financing Program Revenue Bonds, Series 2017 I (City of Warwick Issue) Negotiated11/02/17 11/16/17 $4,975,000 Rhode Island Health and Educational Building Corporation (RI) RI Public Schools Revenue Bond Financing Program Revenue Bonds, Series 2017 J-1 Negotiated11/02/17 11/16/17 $6,345,000 Rhode Island Health and Educational Building Corporation (RI) RI Public Schools Revenue Bond Financing Program Revenue Bonds, Series 2017 J-2 Negotiated11/02/17 11/01/17 $4,975,000 Fort Bend County Municipal Utility District No. 194 (TX) TX Unlimited Tax Road Bonds, Series 2017Competitive11/02/17 11/09/17 $25,000,000 Town of Ledyard CT General Obligation Bond Anticipation NotesCompetitive11/02/17 11/15/17 $3,700,000 Crosby Municipal Utility District TX Unlimited Tax Bonds, Series 2017Competitive11/03/17 10/01/17 $60,510,000 Cypress-Fairbanks Independent School District TX Variable Rate School Building Bonds, Series 2017A-3 (Mandatory Tender Date: 08/17/2020) Negotiated11/03/17 10/01/17 $61,715,000 Cypress-Fairbanks Independent School District TX Variable Rate School Building Bonds, Series 2017A-2 (Mandatory Tender Date: 08/15/2019) Negotiated11/03/17 10/01/17 $62,500,000 Cypress-Fairbanks Independent School District TX Variable Rate School Building Bonds, Series 2017A-1 (Mandatory Tender Date: 08/15/2018) Negotiated11/06/17 12/01/17 $1,335,000 Fort Bend County Municipal Utility District No. 170 (TX) TX Unlimited Tax Park Bonds, Series 2017Competitive11/06/17 12/01/17 $13,650,000 Montgomery County Municipal Utility District No. 119 (TX) TX Unlimited Tax Bonds, Series 2017Competitive11/07/17 12/01/17 $9,320,000 City of Rosenberg TX Combination Tax and Revenue Certificates of Obligation, Series 2017 Competitive11/07/17 12/01/17 $5,200,000 Montgomery County Municipal Utility District No. 112 TX Unlimited Tax Bonds, Series 2017Competitive11/07/17 11/17/17 $3,063,930 City of Salem (MA) MA General Obligation Bond Anticipation NotesCompetitive11/07/17 11/15/17 $2,045,000 Regional School District No. 6 of the State of Connecticut CT General Obligation Bonds, Issue of 2017Competitive11/08/17 11/28/17 $83,435,000 Round Rock Independent School District TX Refunding Bonds, Series 2017Negotiated11/08/17 11/29/17 $2,555,000 Oklahoma University Board of Regents OK General Revenue and Refunding Bonds, Series 2017B Negotiated11/08/17 11/29/17 $14,360,000 Oklahoma University Board of RegentsOK General Revenue and Refunding Bonds, Series 2017A Negotiated11/08/17 11/29/17 $28,465,000 Oklahoma University Board of RegentsOK General Revenue and Refunding Bonds, Series 2017C Negotiated11/08/17 12/07/17 $35,680,000 Harris County (TX) TX Road Refunding Bonds, Series 2017ANegotiated11/08/17 12/07/17 $137,945,000 Harris County (TX) TX Permanent Improvement Refunding Bonds, Series 2017A Negotiated11/08/17 12/07/17 $168,100,000 Harris County Flood Control District TX Contract Tax Refunding Bonds, Series 2017ANegotiated11/08/17 11/16/17 $18,890,000 Town of Brookfield (CT) CT General Obligation Bond Anticipation Notes Series ACompetitive11/08/17 11/16/17 $4,720,000 Town of Brookfield (CT) CT General Obligation Bond Anticipation Notes Series B-Federally Taxable) Competitive11/09/17 12/01/17 $1,495,000 Fort Bend County Municipal Utility District No. 165 TX Unlimited Tax Bonds, Series 2017Competitive11/09/17 12/01/17 $2,865,000 Fort Bend County Municipal Utility District No. 165 TX Unlimited Tax Park Bonds, Series 2017ACompetitive11/09/17 12/01/17 $7,400,000 Harris County Water Control and Improvement District No. 157 TX Unlimited Tax Bonds, Series 2017Competitive11/09/17 12/01/17 $4,600,000 Harris County Water Control and Improvement District No. 157 TX Unlimited Tax Park Bonds, Series 2017ACompetitive11/09/17 11/30/17 $2,575,090 Town of Nantucket MA General Obligation Taxable Bond Anticipation Notes, Series A Competitive11/09/17 11/30/17 $11,884,458 Town of Nantucket MA General Obligation Bond Anticipation Notes, Series BCompetitive11/09/17 12/01/17 $1,500,000 Town of Hamilton MA General Obligation Bond Anticipation NotesCompetitive11/09/17 12/01/17 $2,985,000 Greater Lawrence Regional Vocational Technical High School District MA General Obligation State Qualified Recreational Facilities Bonds of 2017 Competitive11/09/17 12/01/17 $4,645,000 Montgomery County Municipal Utility District No. 98 TX Unlimited Tax Bonds, Series 2017Competitive11/09/17 11/29/17 $1,355,000 Town of Nantucket MA General Obligation Landfill Bonds, Series ACompetitive11/09/17 11/29/17 $11,935,000 Town of Nantucket MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive11/13/17 12/01/17 $5,000,000 Harris County Municipal Utility District No. 391 TX Unlimited Tax Bonds, Series 2017Competitive11/13/17 12/01/17 $4,120,000 Harris County Municipal Utility District No. 531 (TX) TX Unlimited Tax Road Bonds, Series 2017Competitive11/13/17 12/01/17 $2,880,000 Harris County Municipal Utility District No. 530 (TX) TX Unlimited Tax Road Bonds, Series 2017Competitive57 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience11/13/17 12/01/17 $5,955,000 City of Richmond (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2017A Competitive11/13/17 12/01/17 $3,405,000 City of Richmond (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2017B Competitive11/13/17 12/01/17 $1,940,000 Northwest Harris County Municipal Utility District No. 6 TX Unlimited Tax Bonds, Series 2017Competitive11/14/17 11/01/17 $85,240,000 Irving Hospital Authority TX Hospital Revenue Bonds, Series 2017A (Baylor Scott and White Medical Center-Irving) Negotiated11/14/17 11/15/17 $5,970,000 City of Roanoke (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2017 Negotiated11/14/17 11/15/17 $7,630,000 City of AnnaTX Combination Tax and Revenue Refunding Bonds, Series 2017 Negotiated11/14/17 12/01/17 $2,060,000 City of Pflugerville TX Combination Tax and Limited Revenue Certificates of Obligation, Series 2017B Negotiated11/14/17 12/01/17 $16,950,000 City of Pflugerville TX Combination Tax and Limited Revenue Certificates of Obligation, Series 2017A Negotiated11/14/17 12/01/17 $14,130,000 City of Pflugerville TX Limited Tax Refunding Bonds, Series 2017Negotiated11/14/17 12/01/17 $17,355,000 City of Pflugerville TX Limited Tax Bonds, Series 2017Negotiated11/14/17 12/01/17 $5,800,000 Fort Bend County Municipal Utility District No. 187 (TX) TX Unlimited Tax Bonds, Series 2017Competitive11/15/17 11/01/17 $49,675,000 Northside Independent School District TX Refunding Bonds, Series 2017Negotiated11/15/17 11/01/17 $96,915,000 Colorado River Municipal Water District TX Water System Revenue Refunding Bonds, Series 2017 Negotiated11/15/17 11/15/17 $3,915,000 Idalou Independent School District (TX) TX Refunding Bonds, Series 2017Negotiated11/15/17 11/15/17 $794,999 Allen Independent School District TX Refunding Premium Capital Appreciation Bonds, Series 2017A Negotiated11/15/17 11/15/17 $37,980,000 Allen Independent School District TX Refunding Bonds, Series 2017ANegotiated11/15/17 12/01/17 $4,745,000 Harris County Water Control and Improvement District No. 157 TX Refunding Bonds, Series 2017BNegotiated11/15/17 12/06/17 $300,000,000 Illinois Toll Highway Authority IL Toll Highway Senior Revenue Bonds, 2017 Series ANegotiated11/15/17 12/14/17 $15,640,000 Pioneers Memorial Healthcare District CA Revenue Bonds, Series 2017Negotiated11/15/17 11/15/17 $14,915,000 Collin County Municipal Utility District No. 1 (TX) TX Unlimited Tax Road Bonds, Series 2017Competitive11/15/17 12/01/17 $5,680,000 Harris County Municipal Utility District No. 390 TX Contract Revenue Road Bonds, Series 2017ACompetitive11/15/17 12/07/17 $1,400,000 Town of Arlington (MA) MA General Obligation Bond Anticipation NotesCompetitive11/15/17 12/07/17 $30,955,000 Town of Arlington (MA) MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive11/16/17 11/15/17 $26,915,000 Lubbock Independent School District TX Refunding Bonds, Series 2017Negotiated11/16/17 11/20/17 $3,830,000 Gainesville Hospital District TX Limited Tax Refunding Bonds, Series 2017ANegotiated11/16/17 12/07/17 $1,326,500 Eastmark Community Facilities District No. 1 (AZ) AZ Special Assessment Revenue Bonds, Series 2017Negotiated11/16/17 12/07/17 $34,535,000 Providence Public Buildings Authority RI Revenue Bonds, 2017 Series A (Capital Improvement Program Projects) Negotiated11/16/17 12/01/17 $12,400,000 Harris County Municipal Utility District No. 419 (TX) TX Unlimited Tax Bonds, Series 2017Competitive11/16/17 12/01/17 $5,400,000 Harris County Municipal Utility District No. 419 (TX) TX Unlimited Tax Park Bonds, Series 2017ACompetitive11/16/17 11/15/17 $20,230,000 North Texas Municipal Water DistrictTX Regional Solid Waste Disposal System Revenue Bonds, Series 2017 Competitive11/16/17 12/01/17 $2,500,000 Willow Point Municipal Utility District (TX) TX Unlimited Tax Road Bonds, Series 2017Competitive11/16/17 12/01/17 $2,792,500 City of Haverhill MA General Obligation State Qualified Deficit Financing Bond Anticipation Notes Competitive11/16/17 12/01/17 $7,600,000 Town of Templeton MA General Obligation Bond Anticipation NotesCompetitive11/16/17 12/01/17 $3,800,000 Willow Creek Farms Municipal Utility District TX Unlimited Tax Bonds, Series 2017Competitive11/16/17 12/01/17 $9,000,000 Fort Bend County Municipal Utility District No. 134B (TX) TX Unlimited Tax Road Bonds, Series 2017Competitive11/16/17 12/05/17 $53,700,000 Tulsa County Industrial Authority OK Capital Improvement Revenue Bonds, Series 2017Competitive11/16/17 12/07/17 $36,186,000 Town of Framingham MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive11/16/17 12/08/17 $2,549,901 Town of Framingham MA General Obligation Bond Anticipation Notes (renewal)Competitive11/16/17 12/08/17 $2,960,000 Town of Natick MA General Obligation Bond Anticipation NotesCompetitive11/16/17 12/01/17 $1,426,000 Galveston County Water Control and Improvement District No. 8 TX Unlimited Tax Bonds, Series 2017Competitive11/17/17 12/01/17 $8,650,000 Grandview Independent School DistrictTX Refunding Bonds, Series 2017Negotiated11/20/17 12/01/17 $5,905,000 City of Lewisville TX Combination Contract Revenue and Special Assessment Road System Bonds, Series 2017 Private Placement11/20/17 12/01/17 $11,395,000 City of Lewisville TX Combination Contract Revenue and Special Assessment Utility System Bonds, Series 2017 Private Placement11/20/17 12/01/17 $4,950,000 Harris County Municipal Utility District No. 416 (TX) TX Unlimited Tax Bonds, Series 2017Competitive11/20/17 12/01/17 $2,700,000 Fort Bend County Municipal Utility District No. 172 (TX) TX Unlimited Tax Bonds, Series 2017Competitive11/20/17 12/01/17 $7,000,000 Fort Bend County Municipal Utility District No. 173 (TX) TX Unlimited Tax Bonds, Series 2017Competitive11/21/17 12/07/17 $115,790,000 Colorado Building of Excellence Schools Today CO Refunding Certificates of Participation, Series 2017KNegotiated11/21/17 12/07/17 $156,305,000 Colorado Building of Excellence Schools Today CO Certificates of Participation, Series 2017JNegotiated11/27/17 12/28/17 $7,620,000 Rockwall County TX Unlimited Tax Refunding Bonds, Series 2017Competitive11/28/17 12/01/17 $11,615,000 Harris County Municipal Utility District No. 419 (TX) TX Refunding Bonds, Series 2017BNegotiated11/28/17 12/01/17 $32,715,000 City of Abilene (TX) TX General Obligation Refunding Bonds, Series 2017Negotiated11/28/17 12/13/17 $15,465,000 Cherry Creek School District No. 5 COCertificates of Participation, Series 2017Negotiated11/28/17 12/15/17 $61,165,000 Lewisville Independent School District TX Refunding Bonds, Series 2017ANegotiated11/29/17 11/01/17 $20,000,000 Irving Hospital Authority TX Variable Rate Hospital Revenue Bonds, Series 2017BNegotiated11/29/17 11/15/17 $11,500,000 Edgewood Independent School DistrictTX Limited Maintenance Tax Qualified Energy Conservation Notes, Series 2017 (Direct- Pay Subsidy Notes) Negotiated11/29/17 12/01/17 $425,996 Midland Independent School District TX Refunding Capital Appreciation Bonds, Series 2017Negotiated11/29/17 12/01/17 $53,910,000 Midland Independent School District TX Refunding Bonds, Series 2017Negotiated11/29/17 12/20/17 $341,995,000 Board of Regents of the Texas A & M University System (TX) TX Revenue Financing System Bonds, Series 2017ENegotiated11/29/17 12/20/17 $158,680,000 Board of Regents of the Texas A & M University System (TX) TX Revenue Financing System Bonds, Series 2017DNegotiated11/29/17 12/22/17 $44,005,000 S.M. Educational Building Corporation (MS) MS Revenue Refunding Bonds, Series 2017 (Facilities Refinancing Project) Negotiated11/29/17 12/01/17 $6,650,000 Travis County Municipal Utility District No. 21 (TX) TX Unlimited Tax Bonds, Series 2017Competitive11/29/17 12/15/17 $4,945,000 City of Rosenberg TX General Obligation Refunding Bonds Series 2017ACompetitive11/29/17 12/07/17 $9,465,000 City of Somerville MA General Obligation Refunding BondsCompetitive11/29/17 12/15/17 $1,437,310 Ayer Shirley Regional School DistrictMA General Obligation Bond Anticipation Notes Series A (Renewal)Competitive11/29/17 12/15/17 $515,846 Ayer Shirley Regional School District MAGeneral Obligation Bond Anticipation Notes Series B (renewal) Competitive11/29/17 12/15/17 $15,200,000 Town of Andover (MA) MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive11/30/17 12/01/17 $18,500,000 Texas Affordable Housing CorporationTX Variable Rate Multifamily Housing Revenue Bonds, Series 2017 Negotiated11/30/17 12/01/17 $465,000 Northwest Independent School District TX Refunding Premium Capital Appreciation Bonds, Series 2017 Negotiated11/30/17 12/01/17 $29,825,000 Northwest Independent School District TX Refunding Bonds, Series 2017Negotiated11/30/17 12/01/17 $3,430,000 Fort Bend County Municipal Utility District No. 143 TX Refunding Bonds, Series 2017ANegotiated11/30/17 12/14/17 $337,955,000 New York State Environmental Facilities Corporation NY State Clean Water and Drinking Water Revolving Funds Revenue Bonds, Series 2017E Negotiated11/30/17 12/14/17 $167,845,000 New Jersey Turnpike Authority NJ Turnpike Revenue Bonds, Series 2017FNegotiated11/30/17 12/14/17 $359,680,000 New Jersey Turnpike Authority NJ Turnpike Revenue Bonds, Series 2017ENegotiated11/30/17 12/20/17 $95,735,000 Southwest Higher Education Authority, Inc. TX Higher Education Revenue Refunding Bonds, Series 2017 (Southern Methodist University Project) Negotiated11/30/17 12/20/17 $92,075,000 Mississippi State University MS Revenue Refunding Bonds, Series 2017A (Mississippi State University Facilities Refinancing) Negotiated58 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience11/30/17 12/01/17 $7,060,000 Lakeside Water Control & Improvement District No. 2-D TX Unlimited Tax Bonds, Series 2017Competitive11/30/17 12/14/17 $4,215,000 Town of North Reading MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive11/30/17 12/14/17 $10,785,000 City of Haverhill MA General Obligation State Qualified Municipal Purpose Loan of 2017 Bonds Competitive11/30/17 12/15/17 $4,089,768 City of Haverhill MA General Obligation Bond Anticipation Notes, Series B (new and renewal) Competitive11/30/17 12/15/17 $5,672,477 City of Haverhill MA General Obligation Bond Anticipation Notes, Series A (renewal) Competitive11/30/17 12/15/17 $7,751,500 Town of North Reading MA General Obligation Bond Anticipation Notes (new and renewal) Competitive11/30/17 12/13/17 $12,280,000 Town of Putnam (CT) CT General Obligation Bonds, Issue of 2017Competitive12/01/17 11/15/17 $44,955,000 North East Independent School District TX Variable Rate Refunding Bonds, Series 2017 (Mandatory Tender Date: 08/01/2022) (Coupon Steps to 7.00%) Negotiated12/01/17 11/15/17 $41,640,000 North East Independent School District TX Refunding Bonds, Series 2017Negotiated12/01/17 12/13/17 $537,270,000 City of Houston (TX) TX Public Improvement Refunding Bonds, Series 2017ANegotiated12/01/17 12/14/17 $43,285,000 City of Atlanta and Fulton County Recreation Authority GA Revenue Improvement Bonds, Second Lien Series 2017 (Downtown Arena Project) Negotiated12/01/17 12/14/17 $106,505,000 City of Atlanta and Fulton County Recreation Authority GA Revenue Refunding and Improvement Bonds, Senior Lien Series 2017A (Downtown Arena Project) Negotiated12/04/17 12/21/17 $43,855,000 Alaska Housing Finance Corporation AKState Capital Project Bonds II, 2017 Series CNegotiated12/04/17 12/15/17 $3,480,000 City of Manvel TX Combination Tax and Revenue Certificates of Obligation, Series 2017 Competitive12/05/17 12/01/17 $8,785,000 Town of Providence Village (TX) TX General Obligation Refunding Bonds, Series 2017Negotiated12/05/17 12/01/17 $36,280,000 City of Odessa (TX) TX General Obligation Refunding Bonds, Series 2017Negotiated12/05/17 12/15/17 $8,440,000 City of Mount Pleasant (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2017 Negotiated12/05/17 12/15/17 $78,195,000 City of Sugar Land TX General Obligation Refunding Bonds, Series 2017Negotiated12/05/17 12/22/17 $9,200,000 City of Hackberry TX Special Assessment Revenue Bonds, Series 2017 Negotiated12/05/17 12/01/17 $14,140,000 City of The Colony TX Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2017 Competitive12/05/17 12/15/17 $10,750,000 Town of Harwich MA General Obligation Bond Anticipation Notes (new money) Competitive12/05/17 01/05/18 $95,000 Town of Dennis MA Bond Anticipation Notes (renewal)Competitive12/06/17 12/01/17 $6,765,000 Fort Bend County Municipal Utility District No. 137 TX Refunding Bonds, Series 2017ANegotiated12/06/17 12/07/17 $150,000,000 Alaska Housing Finance Corporation AK Weekly Variable Rate State Capital Project Bonds II, 2017 Series B Negotiated12/06/17 12/15/17 $17,215,000 City of Kerrville TX General Obligation Refunding Bonds, Series 2017Negotiated12/06/17 12/22/17 $26,140,000 The Board of Governors of the University of North Carolina (NC) NC General Revenue Refunding Bonds, Series 2017B (The University of North Carolina at Charlotte) Negotiated12/06/17 12/22/17 $77,865,000 The Board of Governors of the University of North Carolina (NC) NC General Revenue Refunding Bonds, Series 2017A (The University of North Carolina at Charlotte) Negotiated12/06/17 12/21/17 $53,030,000 State of Mississippi MS General Obligation Bonds, Series 2017D (Tax-Exempt) Competitive12/06/17 12/21/17 $44,765,000 State of Mississippi MS Taxable General Obligation Bonds, Series 2017ECompetitive12/06/17 12/01/17 $155,720,000 State of Texas (TX) TX College Student Loan Bonds, Series 2017 (General Obligation Bonds) Competitive12/06/17 12/15/17 $3,600,000 City of Gloucester MA General Obligation Bond Anticipation NotesCompetitive12/06/17 12/20/17 $500,000 Cotuit Fire District MA General Obligation Bond Anticipation Notes (new money) Competitive12/06/17 12/20/17 $4,000,000 Town of Rocky Hill CT General Obligation Bond Anticipation NotesCompetitive12/07/17 12/01/17 $11,050,000 North Texas Municipal Water DistrictTX Panther Creek Regional Wastewater System Contract Revenue Refunding Bonds, Series 2017 Negotiated12/07/17 12/01/17 $29,525,000 North Texas Municipal Water DistrictTX Upper East Fork Wastewater Interceptor System Contract Revenue Refunding Bonds, Series 2017 Negotiated12/07/17 12/01/17 $19,515,000 North Texas Municipal Water DistrictTX Regional Wastewater System Revenue Refunding Bonds, Series 2017 Negotiated12/07/17 12/20/17 $58,675,000 Municipality of Anchorage (AK) AK Certificates of Participation, 2017 Series ANegotiated12/07/17 12/21/17 $12,505,000 City of Jacksonville (NC) NC Limited Obligation Refunding Bonds, Series 2017 (Jacksonville Public Facilities Corporation) Negotiated12/07/17 12/21/17 $36,190,000 Tampa-Hillsborough County Expressway Authority (FL) FL Revenue Bonds, Series 2017CNegotiated12/07/17 12/21/17 $152,410,000 Tampa-Hillsborough County Expressway Authority (FL) FL Refunding Revenue Bonds Series 2017BNegotiated12/07/17 12/21/17 $95,835,000 Oklahoma Turnpike Authority OK Oklahoma Turnpike System, Refunding Second Senior Revenue Bonds, Series 2017E Negotiated12/07/17 12/21/17 $275,680,000 Oklahoma Turnpike Authority OK Oklahoma Turnpike System, Refunding Second Senior Revenue Bonds, Series 2017D Negotiated12/07/17 12/21/17 $312,840,000 Oklahoma Turnpike Authority OK Oklahoma Turnpike System, Second Senior Revenue Bonds, Series 2017C Negotiated12/07/17 12/14/17 $55,845,000 Metropolitan Atlanta Rapid Transit Authority (GA) GA Sales Tax Revenue Bonds, Refunding Series 2017DCompetitive12/07/17 12/15/17 $1,490,000 Town of Reading MA General Obligation Bond Anticipation Notes (renewal)Competitive12/07/17 12/21/17 $3,031,000 Town of Dover (MA) MA General Obligation Land Acquisition Bonds (Unlimited Tax) Competitive12/07/17 12/22/17 $192,000 Town of Dover (MA) MA General Obligation Bond Anticipation Notes (renewal)Competitive12/08/17 12/01/17 $13,800,000 Carrollton-Farmers Branch Independent School District TX Refunding Bonds, Series 2017Negotiated12/08/17 12/01/17 $11,570,000 Newark Higher Education Finance Corporation (TX) TX Revenue Improvement Bonds, Series 2017 (Abilene Christian University Project) Negotiated12/11/17 12/01/17 $24,510,000 Clifton Higher Education Finance Corporation TX Higher Education Revenue Bonds, Series 2017 (Southwestern University Project) Negotiated12/11/17 12/01/17 $26,445,000 Mansfield Independent School District TX Refunding Bonds, Series 2017Negotiated12/11/17 01/01/18 $30,425,000 Gregory-Portland Independent School District TX School Building Bonds, Series 2018Negotiated12/11/17 01/10/18 $2,180,000 City of Lindsay (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2018 Negotiated12/11/17 12/15/17 $5,000,000 City of Methuen MA General Obligation Bond Anticipation Notes (new money) Competitive12/12/17 12/01/17 $1,505,000 City of LorenaTX Combination Tax and Revenue Certificates of Obligation, Series 2018 Negotiated12/12/17 12/15/17 $15,300,000 El Paso Independent School District TX Qualified School Construction Maintenance Tax Notes, Series 2017 Negotiated12/12/17 12/21/17 $510,000 Town of Stoneham MA General Obligation Taxable Bond Anticipation Notes (Subject to Federal and Massachusetts Income Taxtion) Competitive12/12/17 12/21/17 $1,510,000 Town of Stoneham MA General Obligation BondsCompetitive12/12/17 12/21/17 $38,930,000 City of Newton (MA) MA General Obligation Municipal Purpose Loan of 2017 Bonds Competitive12/12/17 12/22/17 $3,000,000 City of Quincy (MA) MA General Obligation Bond Anticipation Notes (renewal)Competitive12/13/17 12/21/17 $85,380,000 City of Atlanta (GA) GA Tax Allocation Refunding Bonds, Series 2017 (Atlanta Station Project) Negotiated12/13/17 12/15/17 $1,485,000 Galveston County Municipal Utility District No. 46 TX Unlimited Tax Park Bonds, Series 2017ACompetitive12/13/17 12/15/17 $2,545,000 Galveston County Municipal Utility District No. 46 TX Unlimited Tax Bonds, Series 2017Competitive12/13/17 12/15/17 $320,635,000 Board of Regents of the University of Houston System TX Consolidated Revenue and Refunding Bonds, Series 2017C Competitive12/13/17 12/20/17 $3,397,343 City of Revere MA General Obligation Bond Anticipation Notes (new money) Competitive12/13/17 12/21/17 $15,763,400 Town of Norwood MA General Obligation Bond Anticipation Notes (new money) Competitive12/13/17 12/22/17 $7,760,000 Town of Southborough MA General Obligation Bond Anticipation Notes, Unlimited Tax (new money) Competitive12/14/17 12/01/17 $31,200,000 Cleveland Independent School District TX School Building Bonds, Series 2018Negotiated12/14/17 12/21/17 $726,640,000 New Jersey Turnpike Authority NJ Turnpike Revenue Bonds, Series 2017GNegotiated12/14/17 12/28/17 $3,990,000 University of Hawaii Board of RegentsHI University Revenue Bonds, Series 2017ANegotiated12/14/17 12/28/17 $4,110,000 University of Hawaii Board of RegentsHI University Revenue Bonds, Series 2017C (Refunding)Negotiated12/14/17 12/28/17 $4,450,000 University of Hawaii Board of RegentsHI University Revenue Bonds, Series 2017E (Refunding)Negotiated12/14/17 12/28/17 $12,040,000 University of Hawaii Board of Regents HI University Revenue Bonds, Series 2017B (Refunding)Negotiated12/14/17 12/28/17 $13,185,000 University of Hawaii Board of Regents HI University Revenue Bonds, Series 2017D (Refunding)Negotiated12/14/17 12/28/17 $20,745,000 University of Hawaii Board of Regents HI University Revenue Bonds, Series 2017G (Refunding)Negotiated59 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience12/14/17 12/28/17 $52,275,000 University of Hawaii Board of Regents HI University Revenue Bonds, Series 2017F (Refunding)Negotiated12/14/17 12/21/17 $3,359,000 Town of Stoughton MA General Obligation Refunding BondsCompetitive12/15/17 12/21/17 $11,300,000 Connecticut Higher Education Supplemental Loan Authority CT State Supported Reveue Bonds, 2017 Series C (Chesla Loan Program) Negotiated12/18/17 01/01/18 $2,050,000 Galveston County Municipal Utility District No. 14 TX Unlimited Tax Bonds, Series 2018Competitive12/19/17 12/26/17 $33,000,000 Massachusetts Development Finance Agency (MA) MA Revenue Bonds, Series 2017 (Babson College Issue)Negotiated12/20/17 12/22/17 $1,005,145,000 City of Houston (TX) TX Pension Obligation Bonds, Series 2017Negotiated12/20/17 12/28/17 $25,735,000 Massachusetts Development Finance Agency (MA) MA Revenue Bonds, Series 2017B (Foxborough Regional Charter School Issue) Negotiated12/20/17 12/28/17 $12,345,000 Medical Center Educational Building Corporation MS Revenue Bonds, Series 2017B (Refinancing Project)Negotiated12/20/17 12/28/17 $137,635,000 Medical Center Educational Building Corporation MS Revenue Bonds, Series 2017A (New Facilities and Refinancing Project) Negotiated01/03/18 01/12/18 $83,334 Town of Princeton MA General Obligation Bond Anticipation NotesCompetitive01/04/18 01/01/18 $173,030,000 Socorro Independent School DistrictTX School Building Bonds, Series 2018Negotiated01/04/18 01/01/18 $8,005,000 Socorro Independent School District TXRefunding Bonds, Series 2018Negotiated01/08/18 02/01/18 $2,015,000 City of McGregor (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2018 Competitive01/08/18 02/01/18 $3,000,000 Lakeside Water Control & Improvement District No. 2A (TX) TX Unlimited Tax Bonds, Series 2018Competitive01/09/18 01/15/18 $51,555,000 City of Midland (TX) TX General Obligation Improvement and Refunding Bonds, Series 2018A Negotiated01/09/18 01/15/18 $8,865,000 City of Midland (TX) TX General Obligation Refunding Bonds, Series 2018BNegotiated01/09/18 02/01/18 $2,255,000 Harris County Municipal Utility District No. 65 TX Unlimited Tax Bonds, Series 2018Competitive01/09/18 01/18/18 $9,130,000 City of Quincy (MA) MA General Obligation District Improvement BondsCompetitive01/09/18 01/19/18 $42,386,000 City of Quincy (MA) MA General Obligation Bond Anticipation NotesCompetitive01/09/18 02/01/18 $4,000,000 Harris County Municipal Utility District No. 26 TX Unlimited Tax Bonds, Series 2018Competitive01/10/18 01/01/18 $61,280,000 State of Texas (TX) TX General Obligation Bonds, Water Financial Assistance and Refunding Bonds, Series 2018A Negotiated01/10/18 02/08/18 $19,295,000 Bowie CountyTX Unlimited Tax Refunding Bonds, Series 2018Competitive01/10/18 01/24/18 $16,490,000 City of Concord (NH) NH General Obligation Capital Improvement BondsCompetitive01/10/18 02/14/18 $11,880,000 New Hampshire Municipal Bond Bank NH 2018 Series A BondsCompetitive01/11/18 01/19/18 $1,293,000 Town of Lancaster (MA) MA General Obligaton BondsCompetitive01/12/18 01/01/18 $5,115,000 Development Corporation of McAllen, Inc. (TX) TX Sales Tax Revenue Bonds, Series 2018Negotiated01/16/18 01/15/18 $12,770,000 City of Murphy TX General Obligation Bonds, Series 2018Competitive01/16/18 02/15/18 $7,390,000 City of Gainesville (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2018 Competitive01/16/18 03/01/18 $27,000,000 Independent School District No. 1 of Tulsa County (Tulsa) OK Combined Purpose Bonds, Series 2018ACompetitive01/16/18 02/09/18 $10,638,561 Town of Orleans (MA) MA General Obligation Bond Anticipation Notes (new and renewal) Competitive01/17/18 01/31/18 $12,900,000 Steamboat Springs School District No. RE-2 CO General Obligation Bonds, Series 2018 (Colorado State Intercept Program) Negotiated01/17/18 02/01/18 $5,620,000 City of Granbury TX General Obligation Refunding Bonds, Series 2018Negotiated01/17/18 01/01/18 $11,300,000 Clemson University (SC) SC Athletic Facilities Revenue Bonds, Series 2018ACompetitive01/18/18 01/15/18 $929,982 Royse City Independent School District TX Refunding Premium Capital Appreciation Bonds, Series 2018 Negotiated01/18/18 01/15/18 $7,745,000 Royse City Independent School District TX Refunding Bonds, Series 2018Negotiated01/18/18 02/01/18 $10,505,000 Town of Flower Mound TX Certificates of Obligation Series 2018Competitive01/18/18 01/26/18 $1,075,000 Town of Danvers MA General Obligation Bond Anticipation Notes (new money) Competitive01/18/18 01/30/18 $7,885,000 Town of Watertown (MA) MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive01/18/18 01/31/18 $1,663,930 City of Salem (MA) MA General Obligation Bond Anticipation Notes (renewal)Competitive01/18/18 02/02/18 $13,666,500 Town of Weston (MA) MA General Obligation Bond Anticipation Notes (new money and renewal) Competitive01/18/18 02/02/18 $14,939,000 Town of Scituate (MA) MA General Obligation Bond Anticipation NotesCompetitive01/22/18 01/15/18 $6,200,000 Mansfield Economic Development Corporation TX Sales Tax Revenue Bonds, New Series 2018Negotiated01/22/18 01/15/18 $15,960,000 City of Mansfield (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2018 Negotiated01/22/18 01/15/18 $2,325,000 Mansfield Park Facilities Development Corporation TX Sales Tax Revenue Bonds, New Series 2018Negotiated01/22/18 01/15/18 $3,785,000 Mansfield Park Facilities Development Corporation TX Sales Tax Revenue Bonds, New Series 2018Negotiated01/22/18 02/01/18 $5,890,000 City of McAllen TX Combination Tax and Revenue Certificates of Obligation, Series 2018 Competitive01/23/18 01/01/18 $13,955,000 Town of Argyle (TX) TX Special Assessment Revenue Bonds, Series 2018 (Waterbrook of Argyle Public Improvement District Project) Negotiated01/23/18 02/01/18 $58,785,000 Fort Bend County TX Road and Refunding Bonds, Series 2018Negotiated01/23/18 02/15/18 $770,000 Eastmark Community Facilities District No. 1 (AZ) AZ Special Assessment Revenue Bonds, Series 2018 (Assessment District No. 8) Negotiated01/23/18 01/15/18 $6,905,000 City of Highland Village TX General Obligation Bonds, Series 2018Competitive01/23/18 01/15/18 $2,715,000 City of Highland Village TX Combination Tax and Revenue Certificates of Obligation, Series 2018 Competitive01/23/18 02/15/18 $9,640,000 City of Angleton TX Combination Tax and Revenue Certificates of Obligation, Series 2018 Competitive01/24/18 01/01/18 $15,200,000 City of Shenandoah (TX) TX Special Assessment Revenue Bonds, Series 2018 (Metropark Public Improvement District) Negotiated01/24/18 02/15/18 $395,000,000 Massachusetts School Building Authority (MA) MA Subordinated Dedicated Sales Tax Bonds, 2018 Series A Negotiated01/24/18 02/01/18 $13,690,000 City of Gloucester MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive01/24/18 02/01/18 $23,225,000 City of Pittsfield MA State Qualified General Obligation Municipal Purpose Loan of 2018 Bonds Competitive01/24/18 02/02/18 $4,664,752 City of Pittsfield MA General Obligation Bond Anticipation Notes (new and renewal) Competitive01/24/18 02/02/18 $10,269,000 City of Gloucester MA General Obligation Bond Anticipation Notes (new money and renewal) Competitive01/24/18 02/06/18 $834,288 City of Marlborough MA General Obligation Bond Anticipation Notes (new money) Competitive01/25/18 01/31/18 $24,275,000 Massachusetts Development Finance Agency (MA) MA Special Obligation Bonds (Commonwealth Contract Assistance) Series 2018A Competitive01/30/18 02/01/18 $4,100,000 Harris County Municipal Utility District No. 499 (TX) TX Unlimited Tax Bonds, Series 2018Competitive01/30/18 02/14/18 $10,000,000 Blue Hills Regional Vocational School District MA General Obligation Bond Anticipation Notes (new money) Competitive01/30/18 02/15/18 $5,880,000 Town of Sandwich MA General Obligation Municipal Purpose Loan of 2018 Bonds Unlimited Tax Competitive01/30/18 02/08/18 $25,000,000 Town of Ledyard CT General Obligation Bond Anticipation NotesCompetitive01/30/18 02/01/18 $2,895,000 Brazoria County Municipal Utility District No. 16 TX Unlimited Tax Bonds, Series 2018Competitive01/31/18 02/14/18 $165,000,000 City of Kansas City (MO) MO Sanitary Sewer System Improvement Revenue Bonds, Series 2018A Negotiated01/31/18 10/04/18 $42,055,000 City of Kansas City (MO) MO Sanitary Sewer System Refunding Revenue Bonds, Series 2018B Negotiated01/31/18 02/07/18 $5,955,000 City of Fall River MA State Qualified General Obligation Municipal Purpose Loan of 2018 Bonds Competitive01/31/18 02/08/18 $16,716,142 City of Fall River MA General Obligation Bond Anticipation NotesCompetitive02/01/18 02/01/18 $10,385,000 Spring Independent School District (TX) TX Refunding Bonds, Series 2018Negotiated02/06/18 02/01/18 $6,530,000 Trinity River Authority of Texas TX Revenue Bonds, Series 2018 (Walker-Calloway System) Negotiated02/06/18 03/08/18 $10,580,000 City of Mineral Wells TX General Obligation Bonds, Series 2018Competitive02/06/18 02/20/18 $196,035,000 City of Fort Lauderdale (FL) FL Water and Sewer Revenue Bonds, Series 2018Competitive02/07/18 02/20/18 $46,425,000 City of Houston (TX) TX Airport System Special Facilities Revenue Bonds, Series 2018C Negotiated02/07/18 02/20/18 $90,650,000 City of Houston (TX) TX Airport System Special Facilities Revenue Bonds, Series 2018 Negotiated60 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience02/07/18 02/27/18 $10,290,000 City of Santa Fe (NM) NM Gasoline Tax / Subordinate Lien Gross Receipts Tax Improvement Revenue Bonds, Series 2018 Negotiated02/07/18 02/28/18 $559,900,000 Harris County (TX) TX Toll Road Senior Lien Revenue and Refunding Bonds, Series 2018A Negotiated02/07/18 02/22/18 $103,050,000 City and County of Denver CO Wastewater Enterprise Revenue Bonds, Series 2018Competitive02/07/18 02/15/18 $45,725,000 Town of Lexington (MA) MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive02/07/18 02/16/18 $11,790,508 Town of Lexington (MA) MA General Obligation Bond Anticipation NotesCompetitive02/07/18 02/22/18 $1,900,000 Greater Lowell Regional Vocational Technical School District (MA) MA General Obligation Bond Anticipation Notes (renewal)Competitive02/07/18 03/02/18 $380,000 Upper Cape Cod Regional Technical School (MA) MA General Obligation Bond Anticipation NotesCompetitive02/08/18 02/23/18 $7,000,000 Cape Cod Regional Technical High School District (MA) MA General Obligatin Bond Anticipation NotesCompetitive02/08/18 03/01/18 $3,100,000 Timber Lane Utility District TX Unlimited Tax Recreational Facilities Bonds, Series 2018 Competitive02/12/18 02/01/18 $41,520,000 Wylie Independent School District (Collin County) TX School Building Bonds, Series 2018Negotiated02/13/18 02/15/18 $86,905,000 Coppell Independent School District TX School Building and Refunding Bonds, Series 2018Negotiated02/13/18 02/27/18 $2,575,770 Town of Barnstable MA General Obligation Bond Anticipation NotesCompetitive02/13/18 02/27/18 $9,875,000 Town of Barnstable MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive02/14/18 02/22/18 $43,335,000 Georgia Municipal Association, Inc. (GA) GA Certificates of Participation, Series 2018 (City of Atlanta Public Safety Projects) Negotiated02/14/18 03/01/18 $1,730,000 City of Lawrence (MA) MA General Obligation Bond Anticipation Notes, Series B (renewals) Competitive02/14/18 03/01/18 $1,440,000 Town of Norwell MA General Obligation Road and Parking Lot Improvement Bonds Competitive02/14/18 03/01/18 $7,062,450 City of Lawrence (MA) MA State Qualified General Obligation Deficit Financing Bond Anticipation Notes, Series A Competitive02/15/18 02/23/18 $10,000,000 City of Holyoke MA General Obligation Revenue Anticipation NotesCompetitive02/15/18 03/01/18 $65,745,000 Town of Saugus MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive02/15/18 03/01/18 $5,930,000 Fort Bend County Municipal Utility District No. 25 TX Unlimited Tax Bonds, Series 2018Competitive02/21/18 02/01/18 $3,940,000 East Cedar Creek Fresh Water Supply District TX Utility System Revenue Bonds, New Series 2018Competitive02/21/18 03/01/18 $3,705,000 Harris County Water Control and Improvement District No. 161 (TX) TX Unlimited Tax Road Bonds, Series 2018Competitive02/21/18 03/06/18 $8,855,000 Town of Sharon (MA) MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive02/21/18 03/09/18 $2,735,899 Greater Lawrence Sanitary District MA General Obligation Bond Anticipation Notes (new money) Competitive02/22/18 02/15/18 $57,295,000 North Texas Municipal Water DistrictTX Regional Wastewater System Revenue Bonds, Series 2018 Competitive02/22/18 02/15/18 $56,540,000 North Texas Municipal Water DistrictTX Upper East Fork Wastewater Interceptor System Contract Revenue Bonds, Series 2018 Competitive02/22/18 03/08/18 $9,750,000 Town of Sandwich MA General Obligation Bond Anticipation Notes Unlimited Tax (new money) Competitive02/27/18 03/14/18 $83,770,000 City of Kansas City (MO) MO General Obligation Refunding and Improvement Bonds, Series 2018A Negotiated02/27/18 03/15/18 $1,858,000 City of Cambridge (MA) MA General Obligation Bonds, 2018 Series A (Minibond Program) Negotiated02/27/18 03/29/18 $4,135,000 City of Cedar Hill TX General Obligation Bonds, Series 2018Competitive02/27/18 03/29/18 $5,620,000 City of Cedar Hill TX Combination Tax and Revenue Certificates of Obligation, Series 2018 Competitive02/27/18 03/09/18 $420,000 Town of East Bridgewater MA General Obligation Bond Anticipation NotesCompetitive02/28/18 03/13/18 $4,130,000 Town of Weymouth MA General Obligation Park and Field BondsCompetitive02/28/18 03/14/18 $18,790,000 Town of Weymouth MA General Obligation Bond Anticipation NotesCompetitive03/01/18 03/13/18 $285,000 Town of Acushnet MA State House Serial Loan Notes (new money)Competitive03/01/18 03/15/18 $82,465,000 City of Cambridge (MA) MA General Obligation Municipal Purpose Loan of 2018 Bonds, Series B Competitive03/02/18 03/20/18 $130,550,000 City of Houston (TX) TX Airport System Subordinate Lien Revenue and Refunding Bonds, Series 2018A Negotiated03/02/18 03/20/18 $285,220,000 City of Houston (TX) TX Airport System Subordinate Lien Revenue and Refunding Bonds, Series 2018B Negotiated03/06/18 03/22/18 $8,385,000 City of Peabody (MA) MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive03/06/18 03/23/18 $7,800,000 City of Peabody (MA) MA General Obligation Bond Anticipation NotesCompetitive03/07/18 03/01/18 $234,250,000 Collin County Community College District (TX) TX Limited Tax Bonds, Series 2018Competitive03/07/18 03/23/18 $700,839 City of Lowell (MA) MA General Obligation Bond Anticipation NotesCompetitive03/07/18 03/29/18 $18,250,000 Town of Brookline MA General Obligation Bond Anticipation Notes (new money) Competitive03/07/18 03/29/18 $43,325,000 Town of Brookline MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive03/07/18 03/22/18 $20,235,000 City of Lowell (MA) MA State Qualified General Obligation Municipal Purpose Loan of 2018 Bonds Competitive03/08/18 03/29/18 $5,920,000 City of Steamboat Springs CO Certificates of Participation, Series 2018Negotiated03/08/18 04/01/18 $5,195,000 Harris County Municipal Utility District No. 62 TX Unlimited Tax Bonds, Series 2018Competitive03/13/18 03/22/18 $6,000,000 Town of Cumberland (RI) RI General Obligation Tax Anticipation Notes, 2018 Series 1 Negotiated03/13/18 03/22/18 $12,500,000 Town of Cumberland (RI) RI General Obligation Bonds, 2018 Series ANegotiated03/13/18 03/01/18 $9,180,000 City of EulessTX Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2018 Competitive03/14/18 03/22/18 $80,055,000 Oklahoma Water Resources Board OK Revolving Fund Revenue Bonds, Series 2018 (Drinking Water Program) (Master Trust) Negotiated03/14/18 03/29/18 $4,765,000 Muskegon County Building Authority MI Building Authority Community Mental Health Building Refunding Bonds, Series 2018 Negotiated03/14/18 03/29/18 $43,455,000 Muskegon County Building Authority MIBuilding Authority Jail and Juvenile Transition Center Bonds, Series 2018 (Limited Tax General Obligation) Negotiated03/14/18 03/21/18 $90,000,000 Municipality of Anchorage (AK) AK 2018 General Obligation Tax Anticipation NotesCompetitive03/15/18 03/29/18 $141,725,000 University of Connecticut CT Special Obligation Student Fee Revenue Bonds, 2018 Series A Negotiated03/15/18 04/01/18 $66,785,000 City of WacoTX Combination Tax and Revenue Certificates of Obligation, Series 2018 Competitive03/15/18 03/29/18 $5,160,000 Town of Manchester By-The-Sea MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive03/15/18 03/30/18 $471,431 Town of Dennis MA General Obligation Bond Anticipation NotesCompetitive03/19/18 04/18/18 $7,255,000 City of Denison (TX) TX Combination Tax and Surplus Revenue Certificates of Obligation, Series 2018 Competitive03/20/18 03/15/18 $5,525,000 City of Murphy TX Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2018 Competitive03/20/18 03/30/18 $1,245,351 Town of AyerMA Bond Anticipation Notes (renewal)Competitive03/21/18 03/29/18 $8,345,000 City of Woburn MA General Obligation Bond Anticipation NotesCompetitive03/21/18 04/01/18 $2,985,000 Lower Kirby Pearland Management District (TX) TX Unlimited Tax Bonds, Series 2018Competitive03/22/18 04/24/18 $73,495,000 Alameda County Joint Powers Authority CA Lease Revenue Bonds, Series 2018Negotiated03/22/18 04/01/18 $5,080,000 Fort Bend County Municipal Utility District No. 147 (TX) TX Unlimited Tax Bonds, Series 2018Competitive03/23/18 04/01/18 $4,325,000 City of Celina (TX) TX Special Assessment Revenue Bonds, Series 2018Negotiated03/23/18 04/01/18 $3,690,000 City of Celina (TX) TX Special Assessment Revenue Bonds, Series 2018Negotiated03/26/18 04/25/18 $38,525,000 City of Richardson TX General Obligation Bonds, Series 2018Competitive03/26/18 04/25/18 $33,470,000 City of Richardson TX Combination Tax and Revenue Certificates of Obligation, Series 2018 Competitive03/27/18 04/01/18 $33,770,000 Gulf Coast Authority (TX) TX Bayport Area System Revenue Bonds, Series 2018Negotiated03/27/18 04/11/18 $57,220,000 South Adams County Water and Sanitation District CO Water and Wastewater Revenue Bonds, Series 2018Competitive03/27/18 03/15/18 $63,920,000 City of Bedford (TX) TX General Obligation Refunding and Improvement Bonds, Series 2018 Competitive03/27/18 04/01/18 $2,740,000 Harris County Municipal Utility District No. 183 TX Unlimited Tax Bonds, Series 2018Competitive03/27/18 04/06/18 $180,000 Cotuit Fire District MA General Obligation Bond Anticipation NotesCompetitive03/28/18 04/01/18 $2,500,000 Valley Ranch Municipal Utility District No. 1 TX Unlimited Tax Bonds, Series 2018Competitive61 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience03/28/18 04/13/18 $7,103,970 City of Revere MA General Obligation Bond Anticipation Notes (new money and renewal) Competitive03/28/18 04/18/18 $2,960,000 Town of Natick MA General Obligation Bond Anticipation Notes (renewal)Competitive03/28/18 04/19/18 $3,015,000 Berlin-Boylston Regional School District MA General Obligation School Project Loan, Chapter 70B Bonds (Unlimited Tax) Competitive03/29/18 04/01/18 $12,840,000 Fort Bend County Municipal Utility District No. 81 TX Unlimited Tax Bonds, Series 2018Competitive04/02/18 04/01/18 $28,000,000 Travis County Housing Finance Corporation TX Variable Rate Multifamily Housing Revenue Bonds, (McKinney Falls Apartments), Series 2018 Negotiated04/03/18 04/12/18 $20,000,000 Panhandle Regional Housing Finance Corporation TX Variable Rate Multifamily Housing Revenue Bonds, Series 2018 (Canyons at 45 West Apartments) Negotiated04/03/18 05/01/18 $13,540,000 City of Farmers Branch TX General Obligation Bonds, Series 2018Competitive04/03/18 05/01/18 $10,515,000 City of Farmers Branch TX Combination Tax and Revenue Certificates of Obligation, Series 2018 Competitive04/03/18 04/19/18 $5,845,000 City of Newburyport MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive04/03/18 04/20/18 $2,435,372 City of Newburyport MA General Obligation Bond Anticipation NotesCompetitive04/04/18 04/15/18 $283,565,000 Bexar County Hospital District TX Certificates of Obligation, Series 2018Negotiated04/04/18 04/17/18 $5,710,000 Town of Spencer MA General Obligation Road Bonds, (Unlimited Tax)Competitive04/05/18 04/18/18 $35,375,000 City of Kansas City (MO) MO Special Obligation Bonds (Convention Center Hotel Project), Series 2018A Negotiated04/09/18 05/08/18 $6,670,000 City of Corsicana TX General Obligation Refunding and Improvement Bonds, Series 2018 Negotiated04/09/18 05/08/18 $1,810,000 City of Corsicana TX Combination Tax and Revenue Certificates of Obligation, Series 2018 Negotiated04/10/18 04/01/18 $6,470,000 City of Celina (TX) TX Special Assessment Revenue Bonds, Series 2018 (The Columns Public Improvement District Project) Negotiated04/10/18 04/01/18 $30,910,000 City of AnnaTX Combination Tax and Revenue Certificates of Obligation, Series 2018 Negotiated04/10/18 04/25/18 $17,715,000 Rhode Island Infrastructure Bank RI Water Pollution Control Revolving Fund Revenue Bonds, Series 2018 A (Green Bonds) Negotiated04/10/18 04/01/18 $8,500,000 City of WylieTX Combination Tax and Revenue Certificates of Obligation, Series 2018 Competitive04/11/18 04/26/18 $288,395,000 Texas Water Development Board TX State Revolving Fund Revenue Bonds, New Series 2018 Negotiated04/12/18 04/15/18 $31,050,000 Trinity River Authority of Texas TX Red Oak Creek System Revenue Improvement Bonds, Series 2018 Negotiated04/12/18 05/01/18 $3,000,000 Willow Creek Farms Municipal Utility District TX Unlimited Tax Road Bonds, Series 2018Competitive04/12/18 05/02/18 $21,555,000 City of New Bedford MA General Obligation State Qualified Municipal Purpose Loan of 2018 Bonds Competitive04/12/18 05/03/18 $20,388,582 City of New Bedford MA General Obligation Bond Anticipation Notes (new and renewal) Competitive04/13/18 04/01/18 $7,645,000 Mineral Wells Independent School District TX Refunding Bonds, Series 2018Negotiated04/16/18 05/16/18 $21,880,000 City of Burleson TX Combination Tax and Revenue Certificates of Obligation, Series 2018 Competitive04/16/18 05/01/18 $9,500,000 Spring Creek Utility District (TX) TX Unlimited Tax Bonds, Series 2018Competitive04/17/18 04/15/18 $16,930,000 Grapevine 4B Economic Development Corporation (TX) TX Sales Tax Revenue Refunding Bonds, Taxable Series 2018 Competitive04/17/18 05/01/18 $15,570,000 Harris County Municipal Utility District No. 406 TX Unlimited Tax Bonds, Series 2018Competitive04/17/18 04/15/18 $32,310,000 City of Grapevine TX Combination Tax & Revenue Certificates of Obligation, Series 2018 Competitive04/17/18 05/01/18 $2,085,000 Harris-Fort Bend Counties Municipal Utility District No. 1 TX Unlimited Tax Bonds, Series 2018Competitive04/17/18 04/15/18 $10,650,000 Denton County Fresh Water Supply District No. 7 TX Unlimited Tax Utility System Bonds, Series 2018Competitive04/18/18 04/24/18 $9,500,000 City of LynnMA General Obligation State Qualified Deficit Financing Bond Anticipation Notes (new money) Competitive04/18/18 04/26/18 $4,095,000 Town of Arlington (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive04/18/18 05/01/18 $3,410,000 City of Northampton MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive04/18/18 05/03/18 $4,480,000 Town of Belmont MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive04/18/18 05/04/18 $79,400 Town of Wareham MA General Obligation Bond Anticipation Notes (renewal)Competitive04/19/18 05/03/18 $276,075,000 University of Connecticut CT General Obligation Bonds, 2018 Series ANegotiated04/19/18 05/01/18 $6,055,000 Imperial Redevelopment District (TX) TX Unlimited Tax Bonds, Series 2018Competitive04/19/18 04/15/18 $77,915,000 City of Plano (TX) TX General Obligation Bonds, Series 2018Competitive04/19/18 04/15/18 $11,350,000 City of Plano (TX) TX Waterworks and Sewer System Revenue Bonds, Series 2018 Competitive04/19/18 05/17/18 $85,000 Town of Salisbury (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive04/23/18 05/15/18 $3,190,000 City of Princeton (TX) TX Special Assessment Revenue Bonds, Series 2018Negotiated04/24/18 05/09/18 $832,065,000 Texas Water Development Board TX State Water Implementation Revenue Fund For Texas Revenue Bonds, Series 2018A (Master Trust) Negotiated04/24/18 05/03/18 $13,890,000 City of Everett (MA) MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive04/25/18 05/17/18 $10,585,000 Town of Southborough MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive04/25/18 05/17/18 $6,985,000 Town of Franklin (MA) MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive04/25/18 05/18/18 $10,300,000 Town of Franklin (MA) MA General Obligation Bond Anticipation NotesCompetitive05/01/18 05/01/18 $132,625,000 Fort Bend Independent School District TX Refunding Bonds, Series 2018Negotiated05/01/18 05/15/18 $8,905,000 Lewisville Independent School District TX Refunding Bonds, Series 2018Negotiated05/01/18 06/05/18 $45,840,000 City of Huntsville (TX) TX Water and Wastewater System Revenue Bonds, Series 2018 Competitive05/04/18 05/01/18 $5,475,000 City of Leander TX Special Assessment Revenue Bonds, Series 2018 (Crystal Springs Public Improvement District Project) Negotiated05/07/18 05/01/18 $8,920,000 City of Mesquite (TX) TX Waterworks and Sewer System Revenue Refunding and Improvement Bonds, Series 2018 Negotiated05/07/18 05/01/18 $31,475,000 City of Mesquite (TX) TX General Obligation Refunding and Improvement Bonds, Series 2018 Negotiated05/07/18 05/01/18 $16,050,000 City of Mesquite (TX) TX Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2018 Negotiated05/08/18 05/23/18 $142,145,000 City and County of San Francisco (CA) CA Taxable General Obligation Bonds (Affordable Housing, 2015), Series 2018D Competitive05/08/18 05/23/18 $189,735,000 City and County of San Francisco (CA) CA General Obligation Bonds (Earthquake Safety and Emergency Response Bonds, 2014) Series 2018C Competitive05/08/18 05/23/18 $49,955,000 City and County of San Francisco (CA) CA General Obligation Bonds (Public Health and Safety, 2016) Series 2018E Competitive05/08/18 05/18/18 $900,000 Town of Wareham MA General Obligation Bond Anticipation NotesCompetitive05/09/18 05/01/18 $202,315,000 Northside Independent School District TX Refunding Bonds, Series 2018Negotiated05/09/18 05/22/18 $35,570,000 Alaska Housing Finance Corporation AKState Capital Project Bonds II, 2018 Series BNegotiated05/09/18 05/22/18 $90,000,000 Alaska Housing Finance Corporation AKWeekly Variable Rate State Capital Project Bonds II, 2018 Series A Negotiated05/09/18 05/31/18 $17,000,000 New Jersey Higher Education Assistance Authority NJ Subordinate Student Loan Revenue Bonds, Series 2018C Negotiated05/09/18 05/31/18 $91,500,000 New Jersey Higher Education Assistance Authority NJ Senior Student Loan Revenue Bonds, Series 2018ANegotiated05/09/18 05/31/18 $107,350,000 New Jersey Higher Education Assistance Authority NJ Senior Student Loan Revenue Refunding Bonds, Series 2018B Negotiated05/09/18 05/31/18 $14,610,000 Board of Regents for the Oklahoma Agricultural and Mechanical Colleges OK Oklahoma State University General Revenue Bonds, Series 2018B Negotiated05/09/18 05/31/18 $16,065,000 Board of Regents for the Oklahoma Agricultural and Mechanical Colleges OK Oklahoma State University General Revenue Bonds, Series 2018A Negotiated05/09/18 05/24/18 $2,500,000 City of Malden MA General Obligation Bond Anticipation Notes (New Money) Competitive05/09/18 05/24/18 $360,000 Town of Rockport (MA) MA General Obligation Bond Anticipation NotesCompetitive05/09/18 05/24/18 $5,485,000 Town of Bedford (MA) MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive05/09/18 05/25/18 $3,000,000 Town of Carver MA General Obligation Bond Anticipation NotesCompetitive05/10/18 05/24/18 $5,180,000 Colorado Water Resources and Power Development Authority CO Drinking Water Revenue Bonds, 2018 Series ANegotiated05/10/18 05/25/18 $5,419,000 City of Medford (MA) MA General Obligation Bond Anticipation Notes (new and renewal) Competitive05/14/18 05/01/18 $4,400,000 City of Venus (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2018 Negotiated05/15/18 05/15/18 $48,310,000 City of Garland TX Water and Sewer System Revenue Refunding Bonds, New Series 2018 Negotiated62 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience05/15/18 06/05/18 $112,120,000 City of MesaAZ Utility Systems Revenue Bonds, Series 2018Negotiated05/15/18 05/30/18 $150,000,000 City of Boston (MA) MA General Obligation Bonds, 2018 Series ACompetitive05/15/18 05/25/18 $150,000 Town of Dennis MA General Obligation Bond Anticipation Notes (new money) Competitive05/15/18 05/30/18 $5,590,000 Sudbury Water District MA General Obligation Water BondsCompetitive05/16/18 05/15/18 $31,985,000 City of Garland TX Electric Utility System Revenue Refunding Bonds, New Series 2018 Negotiated05/16/18 05/29/18 $1,352,010 City of Goodyear AZ Certificates of Ownership of Supplemental Interest Payments Capital Appreciation Bonds Negotiated05/16/18 05/29/18 $34,870,000 City of Goodyear AZ McDowell Road Commercial Corridor Improvement District Refunding Bonds, Series 2018 Negotiated05/16/18 05/30/18 $61,505,000 Oklahoma Department of Transportation OK Grant Anticipation Notes, Series 2018ANegotiated05/16/18 06/06/18 $9,295,000 City of Lawrence (MA) MA General Obligation State Qualified Municipal Purpose Loan of 2018 Bonds Competitive05/17/18 05/15/18 $10,555,000 City of Leander TX General Obligation Refunding Bonds, Series 2018Negotiated05/17/18 05/30/18 $368,000 Eastmark Community Facilities District No. 1 (AZ) AZ Special Assessment Revenue Bonds, Series 2018 (Assessment District No. 9) Negotiated05/17/18 05/15/18 $12,625,000 Tulia Independent School District (TX) TX Unlimited Tax School Building Bonds, Series 2018Competitive05/17/18 05/25/18 $500,000 Town of Winthrop (MA) MA General Obligation Bond Anticipation NotesCompetitive05/17/18 06/01/18 $245,000 Town of Wenham MA General Obligation Taxable Bond Anticipation NotesCompetitive05/17/18 06/01/18 $13,330,000 Town of Wellesley MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive05/18/18 05/15/18 $16,570,000 El Paso Independent School District TX Refunding Bonds, Series 2018Negotiated05/22/18 06/01/18 $6,635,000 Anderson County (TX) TX Road Bonds, Series 2018Negotiated05/22/18 06/01/18 $186,225,000 Katy Independent School District TX School Building Bonds, Series 2018Negotiated05/22/18 06/01/18 $37,380,000 City of College Station TX Certificates of Obligation, Series 2018Competitive05/22/18 06/13/18 $55,475,000 New Hampshire Municipal Bond Bank NH 2018 Series B BondsCompetitive05/23/18 06/13/18 $18,690,000 Rhode Island Health and Educational Building Corporation (RI) RI Public Schools Revenue Bond Financing Program Revenue Bonds, Series 2018B (City of Pawtucket Issue) Negotiated05/23/18 06/20/18 $5,285,000 City of Buckeye (AZ) AZ Roosevelt Street Improvement District Improvement Bonds, Series 2018 Negotiated05/23/18 06/01/18 $1,883,447 Town of Nantucket MA General Obligation Bond Anticipation Notes, Series A (renewal) Competitive05/23/18 06/01/18 $20,750,169 Town of Nantucket MA General Obligation Bond Anticipation Notes, Series B (new money and renewal) Competitive05/23/18 06/01/18 $292,000 Town of Nantucket MA General Obligation Grant Anticipation Notes, Series C (new money) Competitive05/23/18 06/07/18 $4,715,000 Town of Ipswich MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive05/23/18 06/08/18 $697,757 Town of Ipswich MA General Obligation Bond Anticipation NotesCompetitive05/23/18 06/08/18 $650,000 Town of Southborough MA General Obligation Bond Anticipation NotesCompetitive05/24/18 06/05/18 $16,120,000 City of MesaAZ General Obligation Bonds, Series 2018Negotiated05/24/18 06/01/18 $22,040,000 Baytown Area Water Authority (TX) TX Water Supply Contract Revenue Bonds, Series 2018 (City of Baytown Project) Competitive05/24/18 06/07/18 $3,100,000 Town of Weymouth MA General Obligation Bond Anticipation Notes (new money) Competitive05/25/18 06/07/18 $500,000 City of Somerville MA General Obligation Bonds, 2018 Series A (Minibond Program) Negotiated05/29/18 06/08/18 $1,170,620 Town of Bolton (MA) MA General Obligation Bond Anticipation Notes (new money and renewal) Competitive05/29/18 06/14/18 $8,118,932 Town of North Reading MA General Obligation Bond Anticipation Notes (new money and renewal) Competitive05/29/18 06/01/18 $2,000,000 City of Haverhill MA General Obligation State Aid Anticipation Notes (renewal) Competitive05/30/18 06/01/18 $94,890,000 Northwest Independent School District TX School Building Bonds, Series 2018Negotiated05/30/18 06/14/18 $44,690,000 City of Fort Collins (CO) CO Electric Utility Enterprise Revenue Bonds, Series 2018B Negotiated05/30/18 06/14/18 $84,945,000 City of Fort Collins (CO) CO Electric Utility Enterprise Revenue Bonds, Series 2018A Negotiated05/30/18 05/15/18 $47,475,000 City of Fort Worth (TX) TX Water and Sewer System Revenue Bonds, Series 2018 Competitive05/30/18 06/07/18 $12,431,000 City of Chicopee MA General Obligation Bond Anticipation Notes (new money) Competitive05/30/18 06/12/18 $4,000,000 Town of Rocky Hill CT General Obligation Bond Anticipation NotesCompetitive05/30/18 06/14/18 $2,440,000 Town of Holden MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive05/30/18 06/15/18 $642,523 Town of Plymouth (MA) MA General Obligation Taxable Bond Anticipation Notes Series A Competitive05/30/18 06/15/18 $376,000 Town of Lynnfield MA General Obligation Bond Anticipation Notes, Series A (Taxable) (renewals) Competitive05/30/18 06/15/18 $1,000,000 Town of Lynnfield MA General Obligation Bond Anticipation Notes, Series BCompetitive05/30/18 06/15/18 $875,000 Town of Holden MA General Obligation Bond Anticipation Notes (renewals) Competitive05/30/18 06/15/18 $22,669,000 Town of Plymouth (MA) MA General Obligation Bond Anticipation Notes Series B (renewal and new money) Competitive05/30/18 06/07/18 $7,045,000 City of Haverhill MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive05/30/18 06/13/18 $20,000,000 Town of Ledyard CT General Obligation Bond Anticipation NotesCompetitive05/31/18 06/14/18 $20,265,000 Municipality of Anchorage (AK) AK 2018 General Obligation Refunding Bonds, Series B (General Purpose)Negotiated05/31/18 06/14/18 $35,660,000 Municipality of Anchorage (AK) AK 2018 General Obligation Bonds, Series C (Schools)Negotiated05/31/18 06/14/18 $57,020,000 Municipality of Anchorage (AK) AK 2018 General Obligation Refunding Bonds, Series D (Schools) Negotiated05/31/18 06/14/18 $58,235,000 Municipality of Anchorage (AK) AK 2018 General Obligation Bonds, Series A (General Purpose) Negotiated05/31/18 06/07/18 $10,820,000 City of Somerville MA General Obligation Municipal Purpose Loan of 2018 Bonds, Series B Competitive05/31/18 06/08/18 $119,885,702 City of Somerville MA General Obligation Bond Anticipation Notes (new money and renewals) Competitive05/31/18 06/12/18 $5,525,000 Town of Warren (RI) RI General Obligation Bonds, 2018 Series ACompetitive05/31/18 06/14/18 $2,275,000 Town of Northborough MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive05/31/18 06/15/18 $2,719,000 Town of Northborough MA General Obligation Bond Anticipation Notes (new money and renewal) Competitive05/31/18 06/22/18 $1,250,000 Town of Boxford MA General Obligation Bond Anticipation NotesCompetitive06/01/18 06/15/18 $235,622 Town of Pembroke (MA) MA State Aid Anticipation Notes (new)Competitive06/04/18 06/15/18 $9,880,000 City of Manvel TX Combination Tax and Revenue Certificates of Obligation, Series 2018 Competitive06/05/18 06/01/18 $5,155,000 City of Fort Worth (TX) TX Special Assessment Revenue Bonds, Series 2018 Negotiated06/05/18 06/26/18 $29,955,000 City of Garland TX Combination Tax and Revenue Certificates of Obligations, Series 2018 Negotiated06/05/18 06/28/18 $16,015,000 Arbuckle Memorial Hospital AuthorityOK Sales Tax Revenue Bonds, Series 2018Negotiated06/05/18 06/14/18 $8,900,000 Town of Braintree MA General Obligation Bond Anticipation Notes (new money) Competitive06/05/18 06/14/18 $14,390,000 City of Marlborough MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive06/05/18 06/14/18 $21,200,000 City of Marlborough MA General Obligation Bond Anticipation Notes (new money and renewals) Competitive06/05/18 06/15/18 $280,000 Town of Clinton (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive06/05/18 06/22/18 $897,400 Town of Cohasset MA General Obligation Bond Anticipation Notes (new and renewal) Competitive06/05/18 06/14/18 $28,025,000 Town of Braintree MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive06/06/18 06/01/18 $86,960,000 Houston Independent School District TX Limited Tax Schoolhouse Bonds, Series 2018Negotiated06/06/18 06/01/18 $62,220,000 City of Fort Worth (TX) TX General Purpose Bonds, Series 2018Competitive06/06/18 06/01/18 $12,590,000 City of Fort Worth (TX) TX Tax Notes, Series 2018Competitive06/06/18 06/20/18 $19,650,000 City of Portsmouth (NH) NH General Obligation Capital Improvement Loan BondsCompetitive06/06/18 06/21/18 $6,035,000 Town of Concord (MA) MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive63 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience06/06/18 06/22/18 $523,800 Town of Webster (MA) MA General Obligation Bond Anticipation Notes, Series A (renewals) Competitive06/06/18 06/22/18 $400,000 Town of Concord (MA) MA General Obligation Bond Anticipation Notes (renewal)Competitive06/06/18 06/22/18 $480,000 Town of Webster (MA) MA General Obligation Bond Anticipation Notes, Series B (new money) Competitive06/06/18 06/22/18 $22,000,000 City of Portsmouth (NH) NH General Obligation Bond Anticipation Notes (renewal)Competitive06/06/18 06/21/18 $12,525,000 Town of Harwich MA General Obligation Municipal Purpose Loan of 2018 Bonds, Competitive06/06/18 06/21/18 $7,445,150 Town of Harwich MA General Obligation Bond Anticipation Notes (renewal and new money) Competitive06/06/18 06/18/18 $580,000 Town of Needham MA General Obligation Bond Anticipation Notes, Series A (new money) Competitive06/06/18 06/18/18 $28,560,000 Town of Needham MA General Obligation Bond Anticipation Notes, Series B (new money) Competitive06/06/18 06/22/18 $3,863,200 Town of Chatham MA General Obligation Bond Anticipation Notes (new and renewal) Competitive06/07/18 06/27/18 $174,615,000 Houston Independent School DistrictTX Maintenance Tax Notes, 2018Negotiated06/07/18 07/05/18 $15,305,000 City of IrvingTX Waterworks and Sewer System New Lien Revenue Improvement Bonds, Series 2018 Competitive06/07/18 07/05/18 $40,660,000 City of IrvingTX General Obligation Bonds, Series 2018Competitive06/07/18 06/22/18 $6,187,900 City of Brockton MA General Obligation Bond Anticipation NotesCompetitive06/07/18 06/22/18 $1,600,000 City of Brockton MA General Obligation State Qualifed Bonds, Series A (Subject to Federal and Massachusetts Income Taxation) Competitive06/07/18 06/22/18 $4,885,000 City of Brockton MA General Obligation State Qualifed Municipal Purpose Loan of 2018 Bonds, Series B Competitive06/07/18 07/05/18 $2,860,000 City of IrvingTX Tax Notes, Series 2018ACompetitive06/07/18 06/15/18 $14,217,000 City of Quincy (MA) MA General Obligation Bond Anticipation Notes, Series A (renewal and new money) Competitive06/07/18 06/15/18 $4,079,417 City of Quincy (MA) MA General Obligation Bond Anticipation Notes, Series B (renewal) Competitive06/07/18 06/15/18 $2,100,000 City of Quincy (MA) MA General Obligation State Aid Anticipation Notes (new money) Competitive06/08/18 06/22/18 $562,200 Town of Harvard MA General Obligation Bond Anticipation Notes (renewal)Competitive06/11/18 06/22/18 $5,953,000 Town of AyerMA General Obligation Bond Anticipation Notes (new money) Competitive06/12/18 06/01/18 $123,390,000 Northside Independent School District TX Variable Rate School Building Bonds, Series 2018Negotiated06/12/18 06/01/18 $4,675,000 Decatur Independent School District TXRefunding Bonds, Series 2018Negotiated06/12/18 06/01/18 $6,815,000 City of Henderson (TX) TX Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2018 Competitive06/12/18 06/26/18 $97,435,000 State of Maine (ME) ME General Obligation Bonds, 2018 Series BCompetitive06/12/18 06/21/18 $18,699,661 City of Framingham (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive06/12/18 06/22/18 $7,114,000 City of Fitchburg (MA) MA General Obligation Bond Anticipation NotesCompetitive06/12/18 06/27/18 $19,085,000 Town of Winchester (MA) MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive06/12/18 06/27/18 $4,725,000 Town of Winchester (MA) MA General Obligation Bond Anticipation NotesCompetitive06/12/18 06/28/18 $12,000,000 City of Beverly (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive06/12/18 06/28/18 $10,555,000 Town of Provincetown MA General Obligation Bonds, Unlimited TaxCompetitive06/12/18 06/29/18 $1,015,000 Town of Provincetown MA General Obligation Bond Anticipation Notes (new money and renewals) Competitive06/13/18 06/20/18 $13,965,000 Rhode Island Infrastructure Bank RI Municipal Road and Bridge Revolving Fund Revenue Bonds, Series 2018A Negotiated06/13/18 06/21/18 $51,210,000 City of Atlanta (GA) GA Water and Wastewater Revenue Refunding Bonds, Series 2018A Negotiated06/13/18 06/29/18 $5,000,000 Silver Consolidated School District No. 1 (NM) NM General Obligation School Building Bonds, Series 2018 (New Mexico School District Enhancement Program) Negotiated06/13/18 06/01/18 $14,705,000 City of FriscoTX Combination Tax and Surplus Revenue Certificates of Obligation, Series 2018 Competitive06/13/18 06/15/18 $3,375,000 Verandah Municipal Utility District of Hunt County TX Unlimited Tax Utility Bonds, Series 2018Competitive06/13/18 06/01/18 $53,635,000 City of FriscoTX General Obligation Bonds, Series 2018Competitive06/13/18 06/22/18 $18,525,221 Town of Hanover (MA) MA General Obligation Bond Anticipation Notes (new and renewal) Competitive06/13/18 06/22/18 $8,000,000 Town of Andover (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive06/13/18 06/27/18 $14,900,000 City of Salem (MA) MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive06/13/18 06/28/18 $1,186,900 Town of Plainville (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive06/13/18 06/28/18 $4,350,000 Upper Blackstone Water Pollution Abatement District MA General Obligation Bond Anticipation Notes (new)Competitive06/13/18 06/21/18 $221,559 City of Lowell (MA) MA Taxable State Aid Anticipation NotesCompetitive06/13/18 06/21/18 $17,574,456 City of Lowell (MA) MA General Obligation Bond Anticipation NotesCompetitive06/13/18 07/03/18 $2,200,000 Athol-Royalston Regional School District MA General Obligation Bond Anticipation Notes (new)Competitive06/13/18 06/28/18 $300,000 City of Salem (MA) MA General Obligation State Aid Anticipation NotesCompetitive06/14/18 07/01/18 $1,615,000 City of Abilene (TX) TX Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2018B Negotiated06/14/18 07/01/18 $10,215,000 City of Abilene (TX) TX Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2018A Negotiated06/14/18 07/01/18 $4,880,000 City of Abilene (TX) TX General Obligation Bonds, Series 2018Negotiated06/14/18 06/01/18 $9,555,000 City of Denton (TX) TX Certificates of Obligation, Series 2018Competitive06/14/18 06/27/18 $324,000 Town of Easton (MA) MA General Obligation Bond Anticipation NotesCompetitive06/14/18 06/01/18 $19,235,000 City of Denton (TX) TX General Obligation Bonds, Series 2018Competitive06/14/18 06/21/18 $12,116,855 Town of Lexington (MA) MA General Obligation Bond Anticipation NotesCompetitive06/14/18 06/21/18 $3,500,000 Town of Lancaster (MA) MA General Obligation BondsCompetitive06/14/18 06/29/18 $2,613,000 Town of Nahant MA General Obligation Bond Anticipation Notes, Series A (new and renewal money) Competitive06/14/18 07/13/18 $800,000 Town of Nahant MA Revenue Anticipation Notes (new money)Competitive06/14/18 07/13/18 $7,334,734 Town of Nahant MA General Obligation Bond Anticipation Notes, Series B (new and renewal) Competitive06/14/18 06/28/18 $1,089,500 Town of Barnstable MA General Obligation Bond Anticipation Notes (new money) Competitive06/14/18 06/22/18 $7,976,105 Town of Bellingham MA General Obligation Bond Anticipation Notes (new and renewal) Competitive06/14/18 06/22/18 $750,000 City of Taunton MA General Obligation Bond Anticipation Notes (new money)_ Competitive06/15/18 06/28/18 $325,000 Town of North Reading MA General Obligation Bond Anticipation Notes (new money) Competitive06/18/18 07/15/18 $55,980,000 Gregory-Portland Independent School District TX School Building Bonds, Series 2018ANegotiated06/19/18 07/01/18 $4,220,000 Town of Hickory Creek TX Special Assessment Revenue Bonds, Series 2018 (Hickory Creek Public Improvement District No. 2) Negotiated06/19/18 07/18/18 $176,555,000 Port of Houston Authority of Harris County TX Refunding Bonds, Series 2018ANegotiated06/19/18 06/27/18 $193,000,000 City and County of Denver CO General Obligation Elevate Denver Bonds, Series 2018A Competitive06/19/18 06/27/18 $67,905,000 City and County of Denver CO General Obligation Justice System Facilities Refunding Bonds, Series 2018B Competitive06/19/18 06/15/18 $9,705,000 City of Edinburg TX Combination Tax and Revenue Certificates of Obligation, Series 2018 Competitive06/19/18 06/15/18 $4,205,000 City of Southlake TX Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2018 Competitive06/19/18 06/28/18 $610,000 Town of Hull (MA) MA General Obligation State Aid Anticipation Notes (new money) Competitive06/19/18 06/28/18 $4,400,000 Town of Avon (MA) MA General Obligation Bond Anticipation NotesCompetitive06/19/18 06/29/18 $4,800,000 City of Newton (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive06/19/18 06/29/18 $5,500,000 Town of Nantucket MA General Obligation Bond Anticipation Notes (new money) Competitive06/19/18 06/29/18 $9,000,000 Worcester Regional Transit Authority MA Revenue Anticipation NotesCompetitive06/19/18 06/29/18 $7,314,668 City of Springfield (MA) MA General Obligation Bond Anticipation NotesCompetitive64 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience06/20/18 07/01/18 $78,565,000 Garland Independent School District TX School Building Bonds, Series 2018Negotiated06/20/18 07/11/18 $225,000,000 City of Houston (TX) TX Tax and Revenue Anticipation Notes, Series 2018Competitive06/20/18 06/28/18 $500,000 Town of Rowley MA General Obligation Bond Anticipation NotesCompetitive06/20/18 06/29/18 $4,360,000 City of Gardner (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive06/20/18 06/29/18 $4,487,000 Town of Natick MA General Obligation Bond Anticipation Notes (new money) Competitive06/20/18 07/06/18 $2,300,000 Cape Ann Transportation Authority MA Revenue Anticipation NotesCompetitive06/21/18 06/15/18 $14,780,000 Smithville Independent School District TX School Building Bonds, Series 2018Negotiated06/21/18 06/15/18 $7,675,000 Trinity River Authority of Texas TX Mountain Creek Regional Wastewater System Revenue Bonds, Series 2018 Negotiated06/21/18 06/15/18 $4,215,000 Trinity River Authority of Texas TX Improvement Revenue Bonds, Series 2018 (Tarrant County Water Project) Negotiated06/21/18 07/01/18 $33,630,000 Arlington Independent School District TX School Building Bonds, Series 2018Negotiated06/21/18 07/10/18 $492,000 Town of StowMA General Obligation Bond Anticipation Notes (renewal)Competitive06/21/18 06/29/18 $707,000 Town of East Bridgewater MA General Obligation Bond Anticipation Notes (new money) Competitive06/21/18 06/29/18 $8,200,000 Merrimack Valley Regional Transit Authority MA General Obligation Revenue Anticipation NotesCompetitive06/21/18 06/29/18 $4,132,339 City of Pittsfield MA General Obligation Bond Anticipation Notes (new money) Competitive06/21/18 06/29/18 $4,665,000 City of Pittsfield MA State Qualified General Obligation Municipal Purpose Loan of 2018 Bonds Competitive06/21/18 06/29/18 $4,350,000 City of Gloucester MA General Obligation Bond Anticipation NotesCompetitive06/21/18 06/28/18 $2,550,000 City of Holyoke MA General Obligation Bond Anticipation NotesCompetitive06/21/18 06/28/18 $5,678,479 City of Waltham (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive06/21/18 06/29/18 $100,000 City of Amesbury (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive06/22/18 06/29/18 $1,000,000 Town of Randolph (MA) MA General Obligation Bond Anticipation NotesCompetitive06/25/18 06/29/18 $9,235,814 Town of Stoughton MA General Obligation Bond Anticipation Notes (new money) Competitive06/26/18 07/01/18 $17,945,000 Pleasant Grove Independent School District TX School Building Bonds, Series 2018Negotiated06/26/18 06/15/18 $22,225,000 Town of Prosper TX Combination Tax and Surplus Revenue Certificates of Obligation, Series 2018 Competitive06/26/18 06/15/18 $3,900,000 Town of Prosper TX General Obligation Bonds, Series 2018Competitive06/26/18 07/13/18 $72,135,925 City of Quincy (MA) MA General Obligation Bond Anticipation Notes (new and renewals) Competitive06/27/18 07/01/18 $76,500,000 Hurst-Euless-Bedford Independent School District TX School Building Bonds, Series 2018Negotiated06/27/18 07/19/18 $12,635,000 Town of Burlington (MA) MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive06/27/18 07/20/18 $361,589 Ayer Shirley Regional School District MAGeneral Obligation Bond Anticipation NotesCompetitive06/27/18 07/20/18 $5,970,000 Town of Burlington (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive06/28/18 06/01/18 $1,985,000 City of Springtown TX Combination Tax and Revenue Certificates of Obligation, Series 2018 (Limited Tax) Negotiated06/28/18 07/16/18 $9,000,000 Town of Templeton MA General Obligation Bond Anticipation Notes (new money) Competitive06/28/18 07/19/18 $1,849,983 Town of Shrewsbury MA General Obligation Bond Anticipation Notes (renewal)Competitive06/28/18 07/20/18 $13,100,000 Pioneer Valley Transit Authority MA Revenue Anticipation NotesCompetitive07/02/18 08/01/18 $57,785,000 Independent School District No. 1 of Tulsa County (Tulsa) OK Combined Purpose General Obligation Bonds, Series 2018B Competitive07/02/18 08/01/18 $10,000,000 Independent School District No. 1 of Tulsa County (Tulsa) OK Technology Equipment General Obligation Bonds, Taxable Series 2018C Competitive07/09/18 07/13/18 $1,245,351 Town of AyerMA Bond Anticipation Notes (renewal)Competitive07/10/18 07/01/18 $118,645,000 Mesquite Independent School District TX School Building Bonds, Series 2018Negotiated07/10/18 08/01/18 $117,210,000 Lewisville Independent School District TX School Building Bonds, Series 2018Negotiated07/10/18 07/25/18 $235,000 Town of Spencer MA General Obligation Bond Anticipation NotesCompetitive07/11/18 07/26/18 $289,730,000 City of Atlanta (GA) GA Water and Wastewater Revenue and Revenue Refunding Bonds, Series 2018B Negotiated07/11/18 08/01/18 $249,075,000 City of Houston (TX) TX Variable Rate Combined Utility System First Lien Revenue Refunding Bonds, Series 2018C Negotiated07/11/18 08/02/18 $48,000,000 Texas Water Development Board TX General Obligation Water Financial Assistance Refunding Bonds, Series 2018B-1 (Water Infrastructure Fund) Negotiated07/11/18 08/02/18 $48,000,000 Texas Water Development Board TX General Obligation Water Financial Assistance Refunding Bonds, Series 2018B-2 (Water Infrastructure Fund) Negotiated07/11/18 08/02/18 $142,895,000 Texas Water Development Board TX General Obligation Water Financial Assistance Refunding Bonds, Series 2018B-3 (Water Infrastructure Fund) Negotiated07/11/18 07/19/18 $165,875,000 Metropolitan Atlanta Rapid Transit Authority (GA) GA Sales Tax Revenue Bonds, Refunding Series 2018ACompetitive07/11/18 07/24/18 $22,000,000 Blue Hills Regional Technical High School District (MA) MA General Obligation School Project Loan, Chapter 70B Bonds Competitive07/11/18 07/26/18 $2,792,000 Town of Marshfield MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive07/11/18 07/27/18 $6,350,000 City of Melrose (MA) MA General Obligation Bond Anticipation Notes (renewal)Competitive07/11/18 07/27/18 $10,955,764 Town of Marshfield MA General Obligation Bond Anticipation NotesCompetitive07/12/18 07/01/18 $129,085,000 North East Independent School District TX Refunding Bonds, Series 2018Negotiated07/12/18 07/26/18 $11,615,000 Roseville Westbrook Community Facilities District No. 1 (CA) CA Special Tax Bonds, Series 2018Negotiated07/12/18 07/26/18 $19,285,000 Town of Rowley MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive07/12/18 07/27/18 $300,000 West Barnstable Fire District (MA) MA General Obligation Bond Anticipation Notes (renewal)Competitive07/12/18 07/26/18 $3,455,000 City of Peabody (MA) MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive07/17/18 08/01/18 $6,075,000 City of Parker (TX) TX Combination Tax and Water and Sewer System Limited Pledge Revenue Cert of Obligation, Series 2018 Negotiated07/17/18 08/01/18 $10,040,000 Town of Flower Mound TX Certificates of Obligation, Series 2018ANegotiated07/17/18 08/02/18 $212,820,000 City of Houston (TX) TX Subordinate Lien Revenue Refunding Bonds, Series 2018C (Airport System) Negotiated07/17/18 08/02/18 $356,290,000 City of Houston (TX) TX Subordinate Lien Revenue Refunding Bonds, Series 2018D (Airport System) Negotiated07/17/18 08/16/18 $4,775,000 City of Rowlett TX Waterworks and Sewer System Revenue Bonds, Series 2018 Competitive07/17/18 08/16/18 $19,255,000 City of Rowlett TX General Obligation Bonds, Series 2018Competitive07/17/18 07/31/18 $31,000,000 Town of Needham MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive07/17/18 08/01/18 $1,500,000 Town of Needham MA General Obligation Bond Anticipation Notes (renewals) Competitive07/18/18 07/31/18 $110,770,000 The Metropolitan District, Hartford County CT General Obligation Bonds, Issue of 2018Negotiated07/18/18 08/09/18 $185,950,000 Public Utilities Commission of the City and County of San Francisco (CA) CA Wastewater Revenue Bonds, 2018 Series BNegotiated07/18/18 08/09/18 $229,050,000 Public Utilities Commission of the City and County of San Francisco (CA) CA Wastewater Revenue Bonds, 2018 Series A (Green Bonds) Negotiated07/18/18 08/09/18 $179,145,000 Public Utilities Commission of the City and County of San Francisco (CA) CA Variable Rate Wastewater Revenue Bonds, 2018 Series C (Green Bonds) Negotiated07/18/18 07/25/18 $3,570,000 City of Amesbury (MA) MA General Obligation Refunding BondsCompetitive07/18/18 08/03/18 $9,113,653 Town of Marblehead MA General Obligation Bond Anticipation Notes Unlimited Tax Competitive07/18/18 08/03/18 $6,300,000 Brockton Area Transit Authority MA General Obligation Revenue Anticipation NotesCompetitive07/18/18 08/01/18 $18,000,000 Town of Rocky Hill CT General Obligation Bond Anticipation NotesCompetitive07/19/18 08/28/18 $58,520,000 Alaska Housing Finance Corporation AKGeneral Mortgage Revenue Bonds II, 2018 Series BNegotiated07/19/18 08/28/18 $109,260,000 Alaska Housing Finance Corporation AK General Mortgage Revenue Bonds II, 2018 Series ANegotiated07/19/18 08/02/18 $375,000 Nantucket Regional Transit Authority MA Revenue Anticipation NotesCompetitive07/20/18 08/02/18 $319,715,000 New York State Environmental Facilities Corporation NY State Clean Water and Drinking Water Revolving Funds Revenue Subordinated SRF Bonds, Series 2018 A Negotiated07/23/18 07/15/18 $2,670,000 City of Kaufman TX Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2018Competitive65 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience07/24/18 07/01/18 $1,835,000 City of Oak Point (TX) TX Special Assessment Revenue Bonds, Series 2018Negotiated07/24/18 07/01/18 $7,765,000 City of Oak Point (TX) TX Special Assessment Revenue Bonds, Series 2018Negotiated07/24/18 08/15/18 $4,845,000 Town of Ponder TX Combination Tax and Revenue Certificates of Obligation, Series 2018 Negotiated07/24/18 07/15/18 $42,405,000 City of Coppell TX Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2018 Competitive07/24/18 08/22/18 $4,565,000 City of Weatherford TX Tax and Utility System (Limited Pledge) Revenue Certificates of Obligation, Series 2018 Competitive07/24/18 08/01/18 $4,790,000 Town of Stafford (CT) CT General Obligation Bonds, Issue of 2018Competitive07/24/18 08/01/18 $435,000 Town of Stafford (CT) CT General Obligation Bond Anticipation NotesCompetitive07/25/18 07/31/18 $95,775,000 State of Maine (ME) ME General Obligation Bonds, 2018 Series DNegotiated07/25/18 07/31/18 $15,480,000 State of Maine (ME) ME General Obligation Bonds, 2018 Series CNegotiated07/25/18 08/03/18 $19,000,000 Montachusett Regional Transit Authority MA General Obligation Revenue Anticipation NotesCompetitive07/25/18 08/08/18 $1,900,000 Town of Maynard MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive07/25/18 08/08/18 $10,000,000 Town of Enfield (CT) CT General Obligation Bonds, Issue of 2018Competitive07/25/18 08/08/18 $30,000,000 Town of Enfield (CT) CT General Obligation Bond Anticipation NotesCompetitive07/26/18 08/15/18 $9,000,000 Oklahoma Capitol Improvement Authority OK State Facilities Revenue Bonds, Series 2018A (Oklahoma Tourism and Recreation Department Project) Negotiated07/26/18 08/15/18 $9,465,000 Gilmer Independent School District TX School Building Bonds, Series 2018Negotiated07/30/18 08/01/18 $14,230,000 Highland Park Independent School District (Potter County) TX School Building Bonds, Series 2018Negotiated07/31/18 07/15/18 $60,000,000 Fort Bend Independent School District TX School Building Bonds, Series 2018Negotiated07/31/18 08/01/18 $30,120,000 Princeton Independent School District TX School Building Bonds, Series 2018Negotiated07/31/18 08/30/18 $8,600,000 City of San Antonio TX Combination Tax and Revenue Certificates of Obligation, Series 2018 Negotiated07/31/18 08/30/18 $28,070,000 City of San Antonio TX Tax Notes, Series 2018Negotiated07/31/18 08/30/18 $131,610,000 City of San Antonio TX Combination Tax and Revenue Certificates of Obligation, Series 2018 Negotiated07/31/18 08/30/18 $154,850,000 City of San Antonio TX General Improvement Bonds, Series 2018Negotiated07/31/18 08/16/18 $2,895,000 Town of Easton (MA) MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive07/31/18 08/17/18 $7,287,520 Town of Easton (MA) MA General Obligation Bond Anticipation Notes (renewal and new money) Competitive08/01/18 08/23/18 $3,335,000 Festival Ranch Community Facilities District (City of Buckeye) (AZ) AZ General Obligation Bonds, Series 2018Negotiated08/01/18 08/15/18 $9,870,000 Town of Wakefield MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive08/01/18 08/17/18 $5,700,000 Town of West Boylston MA General Obligation Bond Anticipation NotesCompetitive08/01/18 08/17/18 $4,575,000 Town of Danvers MA General Obligation Bond Anticipation Notes (new and renewal) Competitive08/01/18 08/23/18 $2,300,000 Town of Templeton MA General Obligation Bond Anticipation Notes (renewal)Competitive08/02/18 08/17/18 $154,027 Nashoba Valley Technical School District (MA) MA General Obligation Bond Anticipation NotesCompetitive08/06/18 08/10/18 $3,465,000 Gainesville Hospital District TX Limited Tax Refunding Bonds, Series 2018Negotiated08/06/18 07/15/18 $9,060,000 Farwell Independent School District (TX) TX Unlimited Tax School Building Bonds, Series 2018Competitive08/06/18 08/01/18 $5,810,000 City of Hutchins TX Combination Tax and Revenue Certificates of Obligation, Series 2018 Competitive08/07/18 08/01/18 $40,180,000 McKinney Independent School DistrictTX Unlimited Tax School Building Bonds, Series 2018Competitive08/08/18 08/15/18 $207,255,000 City of Houston (TX) TX Combined Utility System First Lien Revenue Refunding Bonds, Series 2018E Negotiated08/08/18 08/15/18 $321,965,000 City of Houston (TX) TX Combined Utility System First Lien Revenue Refunding Bonds, Series 2018D Negotiated08/08/18 08/16/18 $288,625,000 Michigan Finance Authority (MI) MI Senior Lien Distributable State Aid Revenue Bonds, Series 2018 Negotiated08/08/18 08/21/18 $129,000,000 City and County of Denver CO Certificates of Participation, Series 2018A (Colorado Convention Center Expansion Project) Negotiated08/08/18 08/01/18 $7,460,000 Angelina County Junior College District TX Limited Tax Refunding Bonds, Series 2018Competitive08/09/18 08/15/18 $6,715,000 City of KirbyTX General Obligation Bonds, Series 2018Competitive08/09/18 08/24/18 $5,500,000 Town of Harvard MA General Obligation Bond Anticipation NotesCompetitive08/13/18 08/01/18 $2,090,000 City of McGregor (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2018A Competitive08/13/18 08/15/18 $17,540,000 Andrews County TX Certificates of Obligation, Series 2018Competitive08/14/18 08/01/18 $9,555,000 City of Celina (TX) TX Special Assessment Revenue Bonds, Series 2018Negotiated08/14/18 08/01/18 $13,795,000 City of Celina (TX) TX Special Assessment Revenue Bonds, Series 2018Negotiated08/14/18 08/15/18 $221,930,000 Trinity River Authority of Texas TX Regional Wastewater System Revenue Improvement and Refunding Bonds, Series 2018 Negotiated08/14/18 09/01/18 $6,875,000 City of Celina (TX) TX Special Assessment Revenue Bonds, Series 2018 Negotiated08/14/18 09/01/18 $3,750,000 City of Celina (TX) TX Special Assessment Revenue Bonds, Series 2018Negotiated08/14/18 08/23/18 $8,150,000 City of Longmont (CO) CO Open Space Sales and Use Tax Revenue Bonds, Series 2018 Competitive08/14/18 08/01/18 $50,890,000 City of Celina (TX) TX Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2018 Competitive08/14/18 08/01/18 $5,785,000 City of Celina (TX) TX General Obligation Refunding Bonds, Series 2018Competitive08/15/18 08/30/18 $22,685,000 Board of Regents of the University of North Texas System TX Revenue Financing System Refunding and Improvement Bonds, Series 2018B Negotiated08/15/18 08/30/18 $149,425,000 Board of Regents of the University of North Texas System TX Revenue Financing System Refunding and Improvement Bonds, Series 2018A Negotiated08/15/18 08/15/18 $2,770,000 Denton County Fresh Water Supply District No. 8-C TX Unlimited Tax Utility Bonds, Series 2018Competitive08/15/18 08/24/18 $3,412,255 Town of Tyngsborough MA General Obligation Bond Anticipation NotesCompetitive08/15/18 08/30/18 $5,615,000 City of Malden MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive08/16/18 08/30/18 $4,185,000 Miami-Dade County (FL) FL Aviation Revenue Refunding Bonds, Series 2018BNegotiated08/16/18 08/30/18 $19,745,000 Miami-Dade County (FL) FL Aviation Revenue Refunding Bonds, Series 2018ANegotiated08/16/18 08/30/18 $766,815,000 Miami-Dade County (FL) FL Aviation Revenue Refunding Bonds, Series 2018CNegotiated08/16/18 08/30/18 $300,000 Leicester Water Supply District MA General Obligation Bond Anticipation NotesCompetitive08/16/18 09/04/18 $12,000,000 City of Lawrence (MA) MA General Obligation State Qualified Deficit Financing Bond Anticipation NotesCompetitive08/17/18 08/01/18 $20,000,000 Capital Area Housing Finance Corporation TX Variable Rate Multifamily Housing Revenue Bonds, Series 2018 Negotiated08/20/18 08/20/18 $4,810,000 City of FateTX Special Assessment Revenue Bonds, Series 2018Negotiated08/20/18 08/15/18 $1,710,000 City of Oak Point (TX) TX General Obligation Bonds, Series 2018Competitive08/20/18 09/19/18 $13,770,000 City of Waxahachie TX Combination Tax and Revenue Certificates of Obligation, Series 2018 Competitive08/21/18 08/30/18 $60,000,000 City and County of Denver CO Dedicated Tax Revenue Bonds, Series 2018BNegotiated08/21/18 08/30/18 $88,514,984 City and County of Denver CO Dedicated Tax Revenue Capital Appreciation Bonds, Series 2018A-2 Negotiated08/21/18 08/30/18 $151,485,000 City and County of Denver CO Dedicated Tax Revenue Bonds, Series 2018A-1Negotiated08/21/18 09/20/18 $1,510,000 City of Palmer (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2018 Negotiated08/21/18 09/04/18 $7,000,000 City of Haverhill MA General Obligation State Qualified Deficit Financing Bond Anticipation Notes Competitive08/22/18 09/12/18 $5,655,000 Town of Longboat Key (FL) FL General Obligation Bonds, Series 2018Competitive08/22/18 09/14/18 $5,508,000 Town of Salisbury (MA) MA General Obligation Bond Anticipation NotesCompetitive08/27/18 09/01/18 $4,000,000 City of McAllen TX General Obligation Bonds, Series 2018Competitive08/28/18 08/15/18 $4,225,000 City of Melissa TX General Obligation Bonds, Series 2018Competitive08/28/18 08/15/18 $17,425,000 City of Melissa TX Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2018 Competitive66 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience08/29/18 09/26/18 $152,965,000 City of Dallas (TX) TX Waterworks and Sewer System Revenue Refunding Bonds, Series 2018C Competitive08/29/18 09/14/18 $7,700,000 Town of Southborough MA General Obligation Bond Anticipation Notes, Unlimited Tax Competitive09/04/18 09/01/18 $24,990,000 Royse City Independent School District TX School Building Bonds, Series 2018Negotiated09/04/18 09/01/18 $1,835,000 City of Mesquite (TX) TX Special Assessment Revenue Bonds, Series 2018Negotiated09/04/18 09/01/18 $5,410,000 City of Mesquite (TX) TX Special Assessment Revenue Bonds, Series 2018Negotiated09/05/18 09/01/18 $78,250,000 Crowley Independent School District TX School Building Bonds, Series 2018Negotiated09/06/18 10/03/18 $25,205,000 Oklahoma Capitol Improvement Authority OK State Agency Facilities Revenue Bonds, Series 2018B (American Indian Cultural Center and Museum Project) Negotiated09/06/18 09/15/18 $5,440,000 Jefferson County Water Control and Improvement District No. 10 (TX) TX Unlimited Tax Bonds, Series 2018Competitive09/06/18 09/14/18 $624,672 Town of MillisMA General Obligation Bond Anticipation Notes, Series ACompetitive09/06/18 09/14/18 $439,200 Town of MillisMA General Obligation Bond Anticipation Notes, Series BCompetitive09/10/18 09/01/18 $1,630,000 City of Crandall TX General Obligation Refunding Bonds, Series 2018Negotiated09/10/18 09/01/18 $3,370,000 City of Crandall TX Tax Notes, Series 2018Negotiated09/10/18 09/15/18 $9,485,000 City of Princeton (TX) TX Special Assessment Revenue Bonds, Series 2018Negotiated09/10/18 09/01/18 $47,170,000 City of Lewisville TX General Obligation Refunding and Improvement Bonds, Series 2018 Competitive09/10/18 09/01/18 $7,270,000 City of Lewisville TX Waterworks and Sewer System Revenue Bonds, Series 2018 Competitive09/10/18 09/01/18 $9,050,000 City of Lancaster (TX) TX General Obligation Bonds, Series 2018Competitive09/11/18 09/01/18 $41,475,000 City of El Paso (TX) TX Airport Revenue Bonds, Series 2018 (El Paso International Airport) Negotiated09/11/18 09/15/18 $7,100,000 Collin County Water Control and Improvement District No. 3 TX Unlimited Tax Road Bonds, Series 2018Competitive09/11/18 09/21/18 $9,400,000 Metrowest Regional Transit Authority MA General Obligation Revenue Anticipation NotesCompetitive09/11/18 09/27/18 $32,165,000 Town of Randolph (MA) MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive09/12/18 09/17/18 $10,000,000 Connecticut Higher Education Supplemental Loan Authority CT State Supported Revenue Bonds, 2018 Series A (Chesla Loan Program) Negotiated09/12/18 09/25/18 $3,620,000 Town of Lincoln (RI) RI General Obligation Refunding Bonds, 2018 Series ANegotiated09/12/18 09/25/18 $25,000,000 Town of Lincoln (RI) RI General Obligation Bond Anticipation Notes, 2018 Series 1 Negotiated09/12/18 09/01/18 $29,545,000 City of Denton (TX) TX Certificates of Obligation, Series 2018ACompetitive09/12/18 09/27/18 $14,410,000 City of Nashua NH General Obligation BondsCompetitive09/12/18 09/27/18 $150,000,000 County of Mecklenburg (NC) NC General Obligation Public Improvement Bonds, Series 2018 Competitive09/13/18 10/09/18 $11,395,000 Town of Northlake (TX) TX Combination Tax And Limited Surplus Revenue Certificates of Obligation, Series 2018 Competitive09/13/18 09/27/18 $2,420,000 City of Holyoke MA General Obligation State Qualified Municipal Purpose Loan of 2018 Bonds Competitive09/13/18 09/27/18 $13,135,000 City of Woburn MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive09/13/18 09/28/18 $679,725 City of Holyoke MA General Obligation Bond Anticipation NotesCompetitive09/13/18 09/28/18 $6,100,000 City of Woburn MA General Obligation Bond Anticipation NotesCompetitive09/13/18 09/20/18 $7,360,000 City of Gloucester MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive09/13/18 09/21/18 $500,000 City of Gloucester MA General Obligation Bond Anticipation Notes, Series ACompetitive09/13/18 09/21/18 $10,580,000 City of Gloucester MA General Obligation Bond Anticipation Notes, Series B (new money and renewals) Competitive09/18/18 10/01/18 $33,945,000 City of Pasadena (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2018 Negotiated09/18/18 10/11/18 $35,590,000 Texas Water Development Board TX State Water Implementation Revenue Fund for Texas Revenue Bonds, Series 2018C (Master Trust) Negotiated09/18/18 10/11/18 $1,672,210,000 Texas Water Development Board TX State Water Implementation Revenue Fund for Texas Revenue Bonds, Series 2018B (Master Trust) Negotiated09/18/18 10/11/18 $65,105,000 Oklahoma Capitol Improvement Authority OK State Facilities Revenue Bonds, Series 2018C (Capitol Repair Project) Negotiated09/18/18 10/01/18 $2,995,000 City of White Settlement TX Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2018 Competitive09/18/18 09/15/18 $13,655,000 Plano Independent School District (TX) TX Unlimited Tax School Building Bonds, Series 2018Competitive09/18/18 09/26/18 $80,000,000 Erie County (NY) NY Revenue Anticipation Notes, 2018Competitive09/18/18 09/27/18 $18,000,000 City of Waltham (MA) MA General Obligation Bond Anticipation NotesCompetitive09/18/18 09/28/18 $8,600,000 Town of Avon (MA) MA General Obligation Bond Anticipation Notes (renewal)Competitive09/18/18 09/27/18 $3,375,000 City of Medford (MA) MA General Obligation State Qualified Municipal Purpose Loan of 2018 Bonds Competitive09/18/18 09/27/18 $14,925,000 City of Quincy (MA) MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive09/18/18 09/28/18 $2,000,000 City of Medford (MA) MA General Obligation Bond Anticipation Notes (renewal)Competitive09/18/18 09/28/18 $11,177,000 City of Quincy (MA) MA General Obligation Bond Anticipation NotesCompetitive09/19/18 10/02/18 $11,505,000 Murrieta Community Facilities District No. 2005-5 (CA) CA 2018 Special Tax Bonds (Golden City) (Improvement Area B) Negotiated09/19/18 09/27/18 $5,495,000 Town of East Longmeadow MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive09/19/18 10/05/18 $147,442 Town of Wakefield MA General Obligation Bond Anticipation NotesCompetitive09/20/18 10/02/18 $130,000 Town of Paxton MA State House Serial Loan NotesCompetitive09/20/18 10/04/18 $10,900,000 Town of Carver MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive09/21/18 09/26/18 $500,000,000 State of Colorado (CO) CO Certificates of Participation, Series 2018A (Rural Colorado) Negotiated09/21/18 10/15/18 $5,200,000 Pilot Point Independent School District TX Refunding Bonds, Series 2018Negotiated09/24/18 09/28/18 $9,988,753 City of Methuen MA General Obligation Bond Anticipation Notes (renewal)Competitive09/25/18 09/15/18 $60,935,000 Round Rock Independent School District TX Refunding Bonds, Series 2018Negotiated09/25/18 10/11/18 $134,070,000 Dormitory Authority of the State of New York (NY) NY State University of New York Dormitory Facilities Revenue Bonds, Series 2018A Negotiated09/25/18 10/01/18 $3,940,000 City of Weslaco TX Certificates of Obligation, Series 2018Competitive09/25/18 10/05/18 $17,436,000 City of Chicopee MA General Obligation Bond Anticipation Notes (renewal)Competitive09/26/18 10/15/18 $14,915,000 Collin County Municipal Utility District No. 1 (TX) TX Unlimited Tax Utility System Bonds, Series 2018Competitive09/26/18 10/05/18 $2,275,000 Town of Boxford MA General Obligation Bond Anticipation Notes (renewal)Competitive09/26/18 10/12/18 $2,200,000 Town of Hull (MA) MA General Obligation Bond Anticipation NotesCompetitive09/27/18 10/12/18 $4,040,551 Town of Webster (MA) MA General Obligation Bond Anticipation Notes, Series A (Taxable) Competitive09/27/18 10/12/18 $9,668,829 Town of Webster (MA) MA General Obligation Bond Anticipation Notes, Series BCompetitive10/02/18 10/12/18 $1,896,000 Town of Dennis MA General Obligation Bond Anticipation Notes, Series B (new money and renewals) Competitive10/02/18 10/12/18 $1,073,000 Town of Dennis MA General Obligation Taxable Bond Anticipation Notes, Series A (renewal) Competitive10/03/18 10/19/18 $1,500,000 Monomoy Regional School District (MA)MA General Obligation Bond Anticipation NotesCompetitive10/04/18 10/01/18 $6,125,000 City of Leander TX Combination Tax and Revenue Certificates of Obligation, Series 2018B Negotiated10/04/18 10/01/18 $14,365,000 City of Leander TX Combination Tax and Revenue Certificates of Obligation, Series 2018A Negotiated10/04/18 10/01/18 $25,675,000 City of Leander TX General Obligation Bonds, Series 2018Negotiated10/09/18 10/01/18 $11,165,000 City of League City (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2018 Competitive10/10/18 11/01/18 $3,920,000 Festival Ranch Community Facilities District (City of Buckeye) (AZ) AZ Special Assessment Revenue Bonds, Series 2018 (Assessment District No.13) Negotiated10/10/18 11/08/18 $113,035,000 Oklahoma Capitol Improvement Authority OK State Agency Facilities Revenue Bonds, Series 2018DNegotiated10/10/18 10/25/18 $725,000 Town of Kingston (MA) MA General Obligation Bond Anticipation NotesCompetitive10/11/18 10/01/18 $16,385,000 El Paso ISD Administrative Public Facility Corporation (TX) TX Lease Revenue Bonds, Series 2018Negotiated67 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience10/11/18 11/07/18 $3,140,000 Sundance Community Facilities District AZ General Obligation Refunding Bonds, Series 2018Negotiated10/11/18 11/07/18 $3,265,000 Sundance Community Facilities District AZ General Obligation Bonds, Series 2018Negotiated10/11/18 11/13/18 $356,085,000 North Texas Tollway Authority TX System Second Tier Revenue Refunding Bonds, Series 2018 Negotiated10/11/18 10/25/18 $13,745,000 Town of Stoughton MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive10/11/18 10/26/18 $650,000 Town of Stoughton MA General Obligation Bond Anticipation Notes (renewal)Competitive10/16/18 09/15/18 $4,905,000 Weslaco Independent School District TXLimited Maintenance Tax Notes, Series 2018Negotiated10/16/18 10/15/18 $11,990,000 City of Missouri City (TX) TX General Obligation Bonds, Series 2018Negotiated10/16/18 10/24/18 $2,305,000 Erie County (NY) NY Sewer District Serial Bonds, Series 2018BNegotiated10/16/18 10/24/18 $40,115,000 Erie County (NY) NY Public Improvement Serial Bonds, Series 2018ANegotiated10/16/18 11/01/18 $65,280,000 City of Thornton (CO) CO Certificates of Participation Series 2018Competitive10/16/18 10/25/18 $715,955,000 Metropolitan Government of Nashville and Davidson County (TN) TN General Obligation Improvement Bonds, Series 2018Competitive10/16/18 10/25/18 $10,300,000 City of Pittsfield MA General Obligation State Qualified Municipal Purpose Loan of 2018 Bonds Competitive10/16/18 11/01/18 $11,550,000 Town of Bedford (MA) MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive10/17/18 11/07/18 $152,975,000 State of Mississippi MS General Obligation Bonds, Series 2018BNegotiated10/17/18 11/08/18 $10,830,000 Eastmark Community Facilities District No. 1 (AZ) AZ General Obligation Bonds, Series 2018Negotiated10/17/18 11/02/18 $3,606,000 Greater Lawrence Sanitary District MA General Obligation Grant Anticipation NotesCompetitive10/17/18 11/09/18 $1,480,313 Town of Walpole MA General Obligation Bond Anticipation NotesCompetitive10/18/18 10/31/18 $344,310,000 Oklahoma Turnpike Authority OK Second Senior Revenue Bonds, Series 2018A (Oklahoma Turnpike System) Negotiated10/18/18 11/07/18 $188,860,000 State of Mississippi MS General Obligation Bonds, Series 2018ANegotiated10/18/18 10/15/18 $4,575,000 Canyon Falls Water Control and Improvement District #2 of Denton Co TX Unlimited Tax Road Bonds, Series 2018Competitive10/18/18 11/15/18 $75,000,000 Cape Cod Regional Technical High School District (MA) MA General Obligation School Project Loan, Chapter 70B Bonds Competitive10/23/18 11/01/18 $1,695,000 City of Roanoke (TX) TX Tax Notes, Series 2018Negotiated10/23/18 11/01/18 $8,075,000 City of Roanoke (TX) TX General Obligation Refunding Bonds, Series 2018Negotiated10/23/18 11/01/18 $9,425,000 City of AubreyTX Special Assessment Revenue Bonds, Series 2018Negotiated10/23/18 11/13/18 $41,920,000 City of Greeley (CO) CO Water Revenue Bonds, Series 2018Competitive10/23/18 10/15/18 $1,635,000 Euless Development Corporation TX Sales Tax Revenue Bonds, Series 2018Competitive10/23/18 11/01/18 $11,065,000 City of Greeley (CO) CO First-Lien Sewer Improvement Revenue Bonds, Series 2018 Competitive10/23/18 11/02/18 $240,000 Town of Truro MA General Obligation Bond Anticipation NotesCompetitive10/24/18 10/30/18 $288,900,000 City of Atlanta (GA) GA Water and Wastewater Revenue Refunding Bonds, Series 2018C Negotiated10/24/18 11/01/18 $26,360,000 Town of MillisMA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive10/24/18 11/02/18 $5,742,000 Town of MillisMA General Obligation Bond Anticipation Notes (new money) Competitive10/24/18 11/08/18 $3,105,000 Town of Eastham MA General Obligation Municipal Purpose Loan of 2018 Bonds (Unlimited Tax) Competitive10/25/18 10/15/18 $57,570,000 Northside Independent School District TX Refunding Bonds, Series 2018ANegotiated10/25/18 11/01/18 $6,475,000 Roanoke Economic and Industrial Development Corporation TX Sales Tax Revenue Refunding Bonds, Series 2018Negotiated10/25/18 11/01/18 $20,055,000 Cape Girardeau County MO Certificates of Participation, Series 2018Negotiated10/25/18 11/08/18 $19,825,000 Trustees of the Tulsa Airports Improvement Trust (OK) OK General Airport Revenue Bonds, Series 2018ANegotiated10/25/18 11/15/18 $969,000 Eastmark Community Facilities District No. 1 (AZ) AZ Special Assessment Revenue Bonds, Series 2018Negotiated10/30/18 11/01/18 $44,345,000 Central Texas Regional Mobility Authority TX Senior Lien Revenue Bonds, Series 2018Negotiated10/30/18 11/01/18 $46,020,000 Central Texas Regional Mobility Authority TX Subordinate Lien Revenue Bond Anticipation Notes, Series 2018 Negotiated10/30/18 11/01/18 $5,675,000 Denton County Fresh Water Supply District No. 6 TX Utility System Refunding Bonds, Series 2018Negotiated10/30/18 11/15/18 $20,495,000 Town of Nantucket MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive10/30/18 11/16/18 $5,461,235 Town of Nantucket MA General Obligation Bond Anticipation Notes, Series ACompetitive10/30/18 11/16/18 $7,279,934 Town of Nantucket MA General Obligation Bond Anticipation Notes, Series BCompetitive10/31/18 11/01/18 $42,605,000 Rockwall Independent School DistrictTX School Building Bonds, Series 2018Negotiated10/31/18 11/15/18 $15,425,000 Town of Andover (MA) MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive10/31/18 11/16/18 $160,000 Town of Andover (MA) MA General Obligation Bond Anticipation Notes (New Money) Competitive10/31/18 11/16/18 $7,631,000 City of Melrose (MA) MA General Obligation Bond Anticipation Notes (New Money and Renewal) Competitive11/01/18 11/15/18 $17,815,000 Town of Brookfield (CT) CT General Obligation Bonds, Issue of 2018, Series ACompetitive11/01/18 11/15/18 $4,040,000 Town of Brookfield (CT) CT General Obligation Bonds, Issue of 2018, Series B Federally Taxable Competitive11/01/18 11/15/18 $1,910,000 Town of Brookfield (CT) CT General Obligation Bond Anticipation NotesCompetitive11/05/18 11/15/18 $4,125,000 City of FerrisTX Special Assessment Revenue Bonds, Series 2018 (Ferris Public Improvement District No. 1) Negotiated11/05/18 12/01/18 $8,800,000 City of Lake Jackson TX Limited Tax Bonds, Series 2018Competitive11/06/18 11/01/18 $40,605,000 City of Grand Prairie TX Combination Tax and Revenue Certificates of Obligation, Series 2018 Competitive11/06/18 11/15/18 $2,274,000 Town of Pembroke (MA) MA General Obligation Bond Anticipation Notes (renewal)Competitive11/07/18 11/15/18 $4,095,000 Oak Point Water Control and Improvement District No. 1 of Denton Co TX Unlimited Tax Utility Bonds, Series 2018Competitive11/08/18 11/15/18 $3,890,000 Town of Halifax MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive11/08/18 11/20/18 $4,008,000 Town of Plainville (MA) MA General Obligation Bond Anticipation Notes (new money) Competitive11/08/18 11/30/18 $300,000 Leicester Water Supply District MA General Obligation Bond Anticipation Notes (renewal)Competitive11/08/18 12/06/18 $5,555,000 Town of Arlington (MA) MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive11/08/18 12/07/18 $3,135,558 Town of Arlington (MA) MA General Obligation Bond Anticipation Notes (new and renewal) Competitive11/08/18 11/30/18 $16,600,000 Town of Templeton MA General Obligation Bond Anticipation Notes, Series A (renewal) Competitive11/08/18 11/30/18 $9,000,000 Town of Templeton MA General Obligation Bond Anticipation Notes, Series BCompetitive11/13/18 11/01/18 $26,670,000 City of El Paso (TX) TX Water and Revenue Refunding Bonds, Series 2018Negotiated11/13/18 11/01/18 $1,800,000 City of Celina (TX) TX Special Assessment Revenue Bonds, Series 2018Negotiated11/13/18 11/01/18 $6,945,000 City of Celina (TX) TX Special Assessment Revenue Bonds, Series 2018Negotiated11/13/18 11/15/18 $5,255,000 City of Red Oak (TX) TX Combination Tax and Revenue Certificates of Obligation, Series 2018 Negotiated11/13/18 11/01/18 $3,650,000 City of Pilot Point TX Combination Tax and Revenue Certificates of Obligation, Series 2018 Competitive11/13/18 11/01/18 $13,860,000 City of North Richland Hills TX Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligations, Series 2018 Competitive11/13/18 11/28/18 $7,180,000 City of Malden MA General Obligation Energy Efficiency 2018 BondsCompetitive11/13/18 11/01/18 $7,510,000 City of North Richland Hills TX General Obligation Refunding and Improvement Bonds, Series 2018 Competitive11/14/18 12/11/18 $20,000,000 City of Santa Fe (NM) NM Senior Lien Gross Receipts Tax Improvement Revenue Bonds, Series 2018A Negotiated11/14/18 11/01/18 $1,700,000 Paseo Del Este Municipal Utility District No. 8 (TX) TX Unlimited Tax Bonds, Series 2018Competitive11/14/18 11/15/18 $3,500,000 Varner Creek Utility District TX Unlimited Tax Bonds, Series 2018Competitive11/14/18 11/15/18 $94,915,000 State of Texas (TX) TX College Student Loan Refunding Bonds, Series 2018 (General Obligation Bonds) Competitive11/15/18 11/29/18 $258,340,000 New York State Environmental Facilities Corporation NY State Clean Water and Drinking Water Revolving Funds Revenue Bonds, Series 2018 B Sub SRF Bonds Negotiated68 of 69 Sale Date Date Date Series Size IssuerState Issue DescriptionBid TypeHilltopSecurities' National Financial Advisory Experience11/15/18 11/29/18 $18,310,000 Rhode Island Infrastructure Bank RI Efficient Buildings Fund Revenue Bonds, Series 2018 A (Green Bonds) Negotiated11/15/18 11/30/18 $1,500,000 Town of Hamilton MA General Obligation Bond Anticipation Notes (renewal)Competitive11/15/18 12/06/18 $29,880,000 City of Framingham (MA) MA General Obligation Municipal Purpose Loan of 2018 Bonds Competitive11/15/18 12/07/18 $856,822 City of Framingham (MA) MA General Obligation Bond Anticipation NotesCompetitive11/20/18 12/06/18 $240,425,000 Colorado Building of Excellence Schools Today CO Certificates of Participation, Series 2018NNegotiated11/20/18 12/01/18 $902,500 City of Haverhill MA General Obligation State Qualified Deficit Financing Bond Competitive11/26/18 12/27/18 $17,400,000 Rockwall County TX Llimited Tax Refunding Bonds, Series 2018CompetitiveTotal $188,321,346,164 5,107 FinancingsSource: Ipreo MuniAnalytics (as of November 26, 2018)*Includes only publicly offered financings.69 of 69 © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE EXHIBIT 1: Municipal Advisor Disclosure Statement © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE Municipal Advisor Disclosure Statement This disclosure statement is provided by Hilltop Securities Inc. (“the Firm”) and provides information regarding conflicts of interest and legal or disciplinary events of the Firm that are required to be disclosed to potential clients pursuant to MSRB Rule G-42. PART A - Disclosures of Conflicts of Interest MSRB Rule G-42 requires that municipal advisors provide to their clients disclosures relating to any actual or potential material conflicts of interest, including certain categories of potential conflicts of interest identified in Rule G-42, if applicable. Material Conflicts of Interest - The Firm makes the disclosures set forth below with respect to material conflicts of interest in connection with the provision of municipal advisory services, together with explanations of how the Firm addresses or intends to manage or mitigate each conflict. General Mitigations - As general mitigations of the Firm’s conflicts, with respect to all of the conflicts disclosed below, the Firm mitigates such conflicts through its adherence to its fiduciary duty to clients, which includes a duty of loyalty to clients in performing all municipal advisory activities for clients. This duty of loyalty obligates the Firm to deal honestly and with the utmost good faith with clients and to act in the client’s best interests without regard to the Firm’s financial or other interests. In addition, because the Firm is a broker-dealer with significant capital due to the nature of its overall business, the success and profitability of the Firm is not dependent on maximizing short-term revenue generated from individualized recommendations to its clients but instead is dependent on long-term profitability built on a foundation of integrity, quality of service and strict adherence to its fiduciary duty. Furthermore, the Firm’s municipal advisory supervisory structure, leveraging our long-standing and comprehensive broker-dealer supervisory processes and practices, provides strong safeguards against individual representatives of the Firm potentially departing from their regulatory duties due to personal interests. The disclosures below describe, as applicable, any additional mitigations that may be relevant with respect to any specific conflict disclosed below. I. Affiliate Conflict. The Firm, directly and through affiliated companies, provides or may provide services/advice/products to or on behalf of clients that are related to the Firm’s municipal advisory activities. First Southwest Asset Management (FSAM), a SEC-registered affiliate of the Firm, provides post issuance services including arbitrage rebate and treasury management. FSAM’s arbitrage team verifies rebate and yield restrictions on the investments of bond proceeds on behalf of clients in order to meet IRS restrictions. The treasury management division performs portfolio management/advisor services on behalf of public sector clients. The Firm, through affiliate First Southwest Advisory Services, provides a multi- employer trust tailor-made for public entities which allows them to prefund Other Post-Employment Benefit liabilities. The Firm has a structured products desk that provides advice to help clients mitigate risk though investment management, debt management, and commodity price risk management products. These products consist of but are not limited to swaps (interest rate, currency, commodity), options, repos, escrow structuring and other securities. Continuing disclosure services provided by the Firm assists issuers in meeting disclosure requirements set forth in SEC rule 15c2-12. Services include but are not limited to ongoing maintenance of issuer compliance, automatic tracking of issuer’s annual filings and public notification of material events. The Firm administers two government investment pools for Texas governments; the Short- Term Asset Reserve Fund (TexSTAR) and the Local Government Investment Cooperative (LOGIC). These programs offer Texas governmental entities investment options for their cash management programs based on the entities’ specific needs. The Firm and the aforementioned affiliates’ business with a client could create an incentive for the Firm to recommend to a client a course of action designed to increase the level of a client’s business activities with the affiliates or to recommend against a course of action that would reduce or eliminate a client’s business activities with the affiliates. Furthermore, this potential conflict is mitigated by the fact that the Firm and affiliates are subject to their own comprehensive regulatory regime as members of multiple self-regulatory organizations in which compliance is verified by not only internal tests but annual external examinations. II. Other Municipal Advisor or Underwriting Relationships. The Firm serves a wide variety of clients that may from time to time have interests that could have a direct or indirect impact on the interests of other clients. For example, the Firm serves as municipal advisor to other clients and, in such cases, owes a regulatory duty to such other clients just as it does to all of its municipal advisory clients. These other clients may, from time to time and depending on the specific circumstances, have competing interests, such as accessing the new issue market with the most advantageous timing and with limited competition at the time of the offering. In acting in the interests of its various clients, the Firm could potentially face a conflict of interest arising from these competing client interests. In other cases, as a broker-dealer that engages in underwritings of new issuances of municipal securities by other municipal entities, the interests of the Firm to achieve a © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE successful and profitable underwriting for its municipal entity underwriting clients could potentially constitute a conflict of interest if, as in the example above, the municipal entities that the Firm serves as underwriter or municipal advisor have competing interests in seeking to access the new issue market with the most advantageous timing and with limited competition at the time of the offering. None of these other engagements or relationships would impair the Firm’s ability to fulfill its regulatory duties to any specific client. III. Secondary Market Transactions in Client's Securities. The Firm, in connection with its sales and trading activities, may take a principal position in securities, including securities of its clients, and therefore the Firm could have interests in conflict with a client with respect to the value of the client’s securities while held in inventory and the levels of mark-up or mark- down that may be available in connection with purchases and sales thereof. In particular, the Firm or its affiliates may submit orders for and acquire a municipal advisory client’s securities issued in an issue under a municipal advisory agreement from members of the underwriting syndicate, either for its own account or for the accounts of its customers. This activity may result in a conflict of interest with the client in that it could create the incentive for the Firm to make recommendations to the client that could result in more advantageous pricing of the client’s bond in the marketplace. Any such conflict is mitigated by means of such activities being engaged in on customary terms through units of the Firm that operate independently from the Firm’s municipal advisory business, thereby reducing the likelihood that such investment activities would have an impact on the services provided by the Firm to any client under a municipal advisory agreement. IV. Broker-Dealer and Investment Advisory Business. The Firm is dually registered as a broker-dealer and an investment advisor that engages in a broad range of securities-related activities to service its clients, in addition to serving as a municipal advisor or underwriter. Such securities-related activities, which may include but are not limited to the buying and selling of new issue and outstanding securities and investment advice in connection with such securities, including securities of the Firm’s municipal advisory clients, may be undertaken on behalf of, or as counterparty to, the client, personnel of the client, and current or potential investors in the securities of the client. These other clients may, from time to time and depending on the specific circumstances, have interests in conflict with those of the Firm’s municipal advisory clients, such as when their buying or selling of the municipal advisory client’s securities may have an adverse effect on the market for the municipal advisory client’s securities, and the interests of such other clients could create the incentive for the Firm to make recommendations to the municipal advisory client that could result in more advantageous pricing for the other clients. Furthermore, any potential conflict arising from the Firm effecting or otherwise assisting such other clients in connection with such transactions is mitigated by means of such activities being engaged in on customary terms through units of the Firm that operate independently from the Firm’s municipal advisory business, thereby reducing the likelihood that the interests of such other clients would have an impact on the services provided by the Firm to its municipal advisory client. V. Compensation-Based Conflicts. Fees that are based on the size of the issue are contingent upon the delivery of the issue. While this form of compensation is customary in the municipal securities market, this may present a conflict because it could create an incentive for the Firm to recommend unnecessary financings or financings that are disadvantageous to its clients, or to advise clients to increase the size of the issue. This conflict of interest is mitigated by the general mitigations described above. Fees based on a fixed amount are usually based upon an analysis by the client and the Firm of, among other things, the expected duration and complexity of the transaction and the scope of municipal services to be performed by the Firm. This form of compensation presents a potential conflict of interest because, if the transaction requires more work than originally contemplated, the Firm may suffer a loss. Thus, the Firm may recommend less time-consuming alternatives, or fail to do a thorough analysis of alternatives. This conflict of interest is mitigated by the general mitigations described above. Hourly fees are calculated with, the aggregate amount equaling the number of hours worked by Firm personnel times an agreed-upon hourly billing rate. This form of compensation presents a potential conflict of interest if the client and the Firm do not agree on a reasonable maximum amount at the outset of the engagement, because the Firm does not have a financial incentive to recommend alternatives that would result in fewer hours worked. This conflict of interest is mitigated by the general mitigations described above. PART B - Disclosures of Information Regarding Legal Events and Disciplinary History MSRB Rule G-42 requires that municipal advisors provide to their clients certain disclosures of legal or disciplinary events material to its client’s evaluation of the municipal advisor or the integrity of the municipal advisor’s management or advisory personnel. © 2018 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE Accordingly, the Firm sets out below required disclosures and related information in connection with such disclosures. I. Material Legal or Disciplinary Event. The Firm discloses the following legal or disciplinary events that may be material to a client’s evaluation of the Firm or the integrity of the Firm’s management or advisory personnel:  For related disciplinary actions please refer to the Firm’s BrokerCheck webpage.  The Firm self-reported violations of SEC Rule 15c2-12: Continuing Disclosure. The Firm settled with the SEC on February 2, 2016. The Firm agreed to retain independent consultant and adopt the consultant's finding. Firm paid a fine of $360,000.  The Firm settled with the SEC in matters related to violations of MSRB Rules G-23(c), G-17 and SEC rule 15B(c) (1). The Firm disgorged fees of $120,000 received as financial advisor on the deal, paid prejudgment interest of $22,400.00 and a penalty of $50,000.00.  The Firm entered into a Settlement Agreement with Rhode Island Commerce Corporation. Under the Settlement Agreement, the Firm agreed to pay $16.0 million to settle any and all claims in connection with The Rhode Island Economic Development Corporation Job Creation Guaranty Program Taxable Revenue Bond (38 Studios, LLC Project) Series 2010, including the litigation thereto. The case, filed in 2012, arose out of a failed loan by Rhode Island Economic Development Corporation. The Firm's predecessor company, First Southwest Company, LLC, was one of 14 defendants. FirstSouthwest's engagement was limited to advising on the structure, terms, and rating of the underlying bonds. Hilltop settled with no admission of liability or wrongdoing. II. How to Access Form MA and Form MA-I Filings. The Firm’s most recent Form MA and each most recent Form MA-I filed with the SEC are available on the SEC’s EDGAR system at Forms MA and MA-I. The SEC permits certain items of information required on Form MA or MA-I to be provided by reference to such required information already filed by the Firm in its capacity as a broker-dealer on Form BD or Form U4 or as an investment adviser on Form ADV, as applicable. Information provided by the Firm on Form BD or Form U4 is publicly accessible through reports generated by BrokerCheck at http://brokercheck.finra.org/, and the Firm’s most recent Form ADV is publicly accessible at the Investment Adviser Public Disclosure website at http://www.adviserinfo.sec.gov/. For purposes of accessing such BrokerCheck reports or Form ADV, click previous hyperlinks. PUBLIC RESOURCES ADVISORY GROUP CELEBRATING 31 YEARS OF SERVING CLIENTS City of Clearwater, FL Financial Advisor Services RFP #11-19 December 4, 2018 PUBLIC RESOURCES ADVISORY GROUP TABLE OF CONTENTS TAB PAGE 1 Letter of Transmittal 2 Qualifications, Availability, and Ability to Communicate Effectively 1 3 Experience 10 4 Demonstrated Knowledge 19 5 Fees for Service 30 6 Other Forms and Information 32 APPENDICES A Financial Statements B Certificate of Insurance 150 SECOND AVENUE NORTH, SUITE 400 ST. PETERSBURG, FL 33701 TEL: (727) 822-3339 | FAX: (727) 822-3502 PUBLIC RESOURCES ADVISORY GROUP INDEPENDENT FINANCIAL ADVISORS December 4, 2018 Alyce Benge, CPPO, C.P.M. City of Clearwater Attn: Purchasing 100 South Myrtle Avenue, 3rd Floor Clearwater, FL 33756-5520 Dear Ms. Benge: Public Resources Advisory Group, Inc. (“PRAG”) is pleased to submit this Proposal to serve as financial advisor to the City of Clearwater (the “City”). We were pleased by the positive reception the City provided to PRAG’s proposal last year to serve as financial advisor where we ranked a very close second. We have added substantial resources to our Florida team since our proposal last year and our case to serve the City as your financial advisor is even stronger. Our expanded capability to provide a team of senior advisors, along with our skills in quantitative analysis, experience with rating agencies and our presence in and knowledge of the Tampa Bay area uniquely qualify us for this engagement. PRAG commits senior, experienced personnel with quantitative, credit and market skills to provide you with the knowledge and expertise to address the City’s capital funding needs. Our Florida team offers over a century of public finance experience to the City conveniently located in Pinellas County. With the majority of PRAG’s Florida team living and working in Pinellas County, we bring a deep knowledge base and understanding of the ever-changing regional landscape. Our strengths in the areas described below demonstrate our qualifications to serve as the City’s financial advisor. We understand the scope of work set forth by the City and commit to perform these services within the time period specified. PRAG is a New York Sub-Chapter S corporation registered as a municipal advisor with the Municipal Securities Rulemaking Board (“MSRB”) and the Securities and Exchange Commission (“SEC”). As an independent municipal advisor, our only business is advising state and local governments, their agencies and authorities and non-profits. PRAG does not engage in any form of underwriting, trading, marketing, or investing in any securities, nor does it have any affiliate that engages in these lines of business. Our focus on the advisory business removes the financial risk associated with trading and underwriting and eliminates any potential conflict arising from these activities. To the best of our knowledge, PRAG is not presently in violation of any statutes or regulatory rules that may impact our firm’s operations. CONVENIENT, ACCESSIBLE, FULLY STAFFED TEAM. Our Florida team is led by Marianne Edmonds and Wendell Gaertner, each with 30+ years of Florida public finance experience and both of whom live and work in the Tampa Bay area. We represent the City of Tampa, Pinellas County, Hillsborough County, Manatee County and other issuers in the area, making us exceptionally familiar with the financial, demographic and economic factors that impact the City. Since our proposal to the City last year, PRAG has added three experienced advisors to our Florida office. Natalie Sidor, who has prior experience working directly with the City, and Molly Clark have joined PRAG as Managing Directors and Mickey Johnston joined as Vice President. Natalie and Molly each have approximately 15 years of Florida public finance experience with Raymond James and Wells Fargo, respectively. Mickey has approximately ten years of experience in municipal financial analysis. - 2 - Wendell Gaertner and Natalie Sidor will act as the main contacts for the City, with support provided by our entire Florida team and other members of our firm as needed. SENIOR LEVEL SERVICE. PRAG takes a pro-active approach to all engagements, with senior members of the firm always available to respond to issues raised and to provide high quality advice in a timely manner. In addition to our Florida based staff, all other members of the firm will be available to the City as needed. PRAG’s business model focuses on serving clients with significant capital needs and/or an ongoing need for advisory services. This model allows the firm to assign fewer clients to each professional, allowing greater time and attention to be paid to each client. PRAG will be able to dedicate resources on an ongoing basis, not just when a transaction needs to be executed. Our services include much more than traditional debt financing advice. We assist clients in detailed financial modeling, negotiations with private parties, analysis of public private partnership opportunities, review of development agreements and other non-debt activities that have a direct financial impact on our clients. QUANTITATIVE AND ANALYTICAL EXPERTISE. PRAG is known as a quantitative financial advisory firm. We use data and analytics to inform our advice. By developing financing structures and reviewing alternative plans of finance using sophisticated financial and analytic software, such as linear optimization models, our quantitative skills will ensure that the City has optimal structuring of its new debt issues as well as its refinancings and restructurings, consistent with financial and legal constraints. CREDIT EXPERTISE. One of PRAG's significant strengths is knowledge of credit. The firm has developed an understanding of the rating agency process and methodologies that we do not believe is present at any other advisory firm. PRAG’s credit expertise and experience are unmatched and provide benefit by helping the City pro-actively manage its ratings. As discussed herein, we have begun our initial credit analysis of the expected impact of a near-term water and sewer issue on the City’s ratings. MARKET ACCESS AND INFORMATION. PRAG’s professional staff is aware of and has access to the latest economic data and capital market activity from real-time information sources. As a result of our work with frequent issuers in the market, we are tasked with reviewing the latest financial products and market opportunities. Our market information and advice is timely, accurate and independent, and we will use this information to develop and execute the City’s debt strategy and manage debt issuances. RECORD OF INTEGRITY. PRAG’s exceptional track record of integrity remains intact. Our firm is not currently – nor has it ever been – subject to any pending or completed regulatory or judicial action that would directly affect the services required for this engagement. We hope that you find this proposal demonstrative of our ability to serve the City. We have provided the specific information you have requested, but we have also provided additional information on how PRAG’s structure, experience and resources can add specific value to the City. PRAG would be honored to serve as financial advisor to the City, and we are uniquely qualified to do so. If you have questions, please call me at 727-822-3339. Thank you in advance for your consideration. Sincerely, Marianne F. Edmonds Senior Managing Director Financial Advisory Services for City of Clearwater 1 TAB 2 QUALIFICATION, AVAILABILITY AND ABILITY TO COMMUNICATE EFFECTIVELY 1. Provide a statement of qualifications, abilities, experience and expertise in providing the requested services. a. A description of what qualifies your company, financial and otherwise, to provide the City with these services for the required period of time, provide appropriate staffing, provide necessary resources, and show a history of demonstrated competence. b. A description of resources available to your firm such as access to market information, personnel with specialized knowledge, and legal expertise in the governmental (including tax exempt) field. We hope that as the City reviews our proposal it will be clear that PRAG offers the City of Clearwater the following qualifications, resources and attributes:  Our only business is providing independent financial advice to governments and non-profits, which we have served for three decades - we have no affiliates or other business relationships;  We do not underwrite bonds or manage investments and have no associated conflicts;  We staff our engagements with extremely experienced advisors who serve a limited number of clients;  We have an unblemished record of integrity;  We offer the quantitative expertise and market presence comparable to the top Wall Street firms;  We have significant national, Florida and Tampa Bay area experience; and,  We live and work in the area and understand the financial issues facing the City. QUALIFICATIONS. PRAG was founded in 1985 as one of the first firms in the country dedicated solely to the independent public finance advisory business. Over the past three decades we have remained focused on providing independent and in-depth financial and bond-related investment advice to state and local governments, authorities and agencies. Providing strategic and transactional advice to municipal debt issuers remains our core business. PRAG does not engage in any form of underwriting, trading, marketing, or investing in any securities, nor does it have any affiliate that engages in these lines of business. Our independence and focus on the municipal financial advisory business offers three specific benefits to the City. First, since we do not engage and underwriting and trading, we do not face the financial risks and pressures of firms that do. Our focus provides stability in our client base and our staffing. Second, our focus eliminates any potential conflicts between advising clients in a fiduciary role on certain transactions and negotiating on the firm’s behalf with other clients on similar transactions. We have a fiduciary obligation to all our issuer clients. Finally, as an independent financial advisory we can gather market information directly from multiple underwriting desks since broker dealers do not see us as competitors. Advisors with underwriting desks are generally limited to using their underwriting desk for direct market information. Recognized as a national leader in the municipal advisory industry, a sampling of PRAG’s 2017 national rankings are highlighted in the chart to the right. Financial Advisory Services for City of Clearwater 2 PRAG is a subchapter S corporation wholly-owned and managed by its employees. PRAG has 38 employees, 31 of whom are registered municipal advisors. PRAG’s professionals are drawn from diverse backgrounds, including issuers, advisors, investment bankers, credit analysts and underwriters of tax-exempt debt, allowing us to commit a team to the City with a high degree of credit expertise, unparalleled knowledge of the public capital markets, unmatched quantitative skills and in- depth appreciation of the unique challenges of municipal governments. The table to the right provides a representative list of our Florida and national clients. We are registered as a municipal advisor with the MSRB (MSRB ID K0133) and the SEC (Municipal Advisor Registration Number 867-00146). PRAG is also registered as an investment advisor under the Investment Advisers Act of 1940 in the states of California, Florida, New York, Pennsylvania and the District of Columbia. PRAG has historically ranked among the top three municipal financial advisors nationally, as demonstrated in the table to the right. PRAG’s level of market activity is important to all our clients because of in addition to demonstrating our qualifications, it provides us with a current and detailed understanding of the municipal market including interest rates, credit spreads and investor preferences. PRAG has an unblemished record of integrity. Our firm is not currently – nor has it ever been – subject to any pending or completed regulatory or judicial action. FLORIDA AND TAMPA BAY EXPERIENCE. In addition to our national qualifications, PRAG offers the City strong experience in Florida and particularly in the Tampa Bay area. PRAG’s full service Florida office is conveniently located in downtown St. Petersburg. Our senior advisors in Florida are among the most experienced public finance professionals in the state with over a century of combined public finance experience. Year Total Long Term Municipal Issuance National Rank by Volume Market Share by Volume 1st Half 2018 $18.7 billion 2 13.70% 2017 $52.4 billion 2 15.20% 2016 $33.5 billion 3 9.50% 2015 $30.9 billion 3 9.90% 2014 $27.9 billion 2 10.80% 2013 $30.9 billion 2 10.20% PRAG Financial Advisory Rankings (2013 – 2018Q2) Source: Thomson Reuters US municipal new issue “At7” short term notes, private placements and deals not meeting T+5 policy rule are excluded. Shared credit for co-financial advisors. Municipalities Counties States City of Tampa (FL)Pinellas County (FL)State of Florida City of Safety Harbor (FL)Hillsborough County (FL)State of California City of Belleair Beach (FL)Manatee County (FL)State of Georgia City of Palmetto (FL)Broward County (FL)State of Illinois City of Bradenton (FL)Escambia County (FL)State of Maryland Town of Indialantic (FL)Miami-Dade County (FL)State of Minnesota City of Phoenix (AZ)Los Angeles County (CA)State of New York City of Long Beach (CA)Baltimore County (MD)State of Oregon City of Los Angeles (CA)Montgomery County (MD)State of South Carolina City of New York (NY)Monmouth County (NJ)State of Virginia City of Virginia Beach (VA)Chesterfield County (VA)State of West Virginia 3rd Quarter 2018 New Issue Volume = $22.7 Billion (10.6% Market Share) 2017 New Issue Volume = $52.4 Billion (15.2% Market Share) Public Resources Advisory Group - 31 Registered Municipal Advisors - - Five Offices - - Major Client Relationships: Representative Clients - Financial Advisory Services for City of Clearwater 3 PRAG is especially familiar with the issues facing municipalities in the Tampa Bay region. The list below provides our experience with Tampa Bay issuers and includes the City of Tampa, Pinellas County, Hillsborough County and Manatee County. • City of Belleair Beach • City of Bradenton • Concord Station CDD(Pasco) • Heritage Harbor CDD (Hillsborough) • Hillsborough Area Regional Transit Authority • Hillsborough County • Hillsborough County IDA • Town of Indian Shores • Lexington Oaks CDD (Hillsborough) • Manatee County • City of Palmetto • Pinellas County • Housing Finance Authority of Polk County • City of Safety Harbor • St. Petersburg Housing Authority • City of Tampa • Tampa Sports Authority • Terra Bella CDD (Pasco) Over the past five years, PRAG has served as financial advisor on over $4.5 billion in Florida municipal bond issues. This experience gives us knowledge of the market for and legal structures of Florida securities that would be of direct assistance to the City. Our specific Florida general government experience includes the following: Credits  Covenant to Budget and Appropriate  Transportation  Water and Sewer  Sales Tax  Tax Increment  Community Development Districts  Sports Facilities  Tourist Development Taxes  Economic Development  Solid Waste  Not for Profit Entities  Public-Private Partnerships Structures and Issue Types  Fixed Rate Bonds  Variable Rate Bonds  Bank Loans  Commercial Paper  Tax-Exempt  Taxable  AMT  Pooled Loans  Tax Credits  Escrow Restructurings  Custom Financial Models  P3 Value for Money Analyses We are proud of the service we provide and we believe our long-term relationship demonstrate the quality of our service. The list below is a sample of some of our long-term Florida relationships. Long-Term Florida Clients Name Length of Service ■ Housing Finance Authority of Miami-Dade County 21 years (since 1997) ■ State of Florida Division of Bond Finance 19 years (since 1999) ■ Broward County 19 years (since 1999) ■ City of Tampa 13 years (since 2005) ■ Tampa Sports Authority 12 years (since 2006) ■ Miami-Dade County 12 years (since 2006) ■ Pinellas County 10 years (since 2008) Financial Advisory Services for City of Clearwater 4 RESOURCES. Our ability to provide a team of experienced senior advisors, along with our skills in quantitative analysis, our volume across the country and our presence in the Tampa Bay area uniquely qualify us for this engagement as detailed below. SENIOR LEVEL SERVICE. PRAG’s business model focuses on serving clients with significant capital needs and/or an ongoing need for advisory services. This model allows the firm to assign fewer clients to each professional, allowing greater time and attention to be paid to each client. Our senior managing directors typically work with only six to eight clients; this model contrasts with that of many of our competitors where senior professionals cover many clients and much of the day-to-day serve is provided by more junior staffers. With our expanded staffing, PRAG has the capacity to serve the City with the an even greater degree of senior level service and expertise. MARKET ACCESS AND INFORMATION. As a national independent financial advisor, PRAG’s client base, especially our representation of large, active issuers, allows our senior advisors direct access to all the major underwriting desks in the municipal market. Because we advise on such a high volume of bonds and are not a competitor to the underwriters, most underwriters are willing to provide insight on the market directly to PRAG. By accessing a variety of underwriting desks, PRAG’s advisors can offer the City a broad perspective on the market well beyond the viewpoint of a single pricing desk. PRAG also maintains access to electronic market information including Bloomberg, TM3, The Bond Buyer, EMMA’s trade reporting portal and all the rating agency sites. Our acceptance in the market allows PRAG’s advisors to be in frequent communication with syndicate managers across the spectrum of investment banks, both large national broker-dealers and smaller regional firms, and as a result we are able to form a comprehensive and consensus view on interest rates, coupon preferences, spreads and investor demand for our clients’ securities. Because many of our clients are large, frequent issuers of securities, we are aware of trends in interest rates, changes in investor sentiment, and the availability of the newest innovations in the marketplace. Constant involvement in, and an understanding of, the market enables us to structure maturity schedules and other features of a bond financing to respond to the ever-changing shape of the yield curve and investor preferences thereby achieving the lowest cost of borrowing for our clients QUANTITATIVE AND ANALYTICAL EXPERTISE. While many financial advisory firms can offer basic analysis, PRAG distinguishes itself by offering its clients the same level of sophistication available through the Wall Street firms in terms of analyzing, developing, and implementing financing structures, products, and hedging techniques. All of our analytical services are offered in-house by PRAG advisors. We develop custom models using a combination of spreadsheet-driven templates, higher level computer languages (e.g., Visual Basic for Applications, or VBA), linear and non-linear optimization software modules, and “off-the-shelf” software (e.g., the industry-standard DBC Finance) to provide our clients with the analysis necessary to make informed decisions. PRAG’s technical and analytical ability is fundamental to the quality of our advice. PRAG believes that sound financial policies should be rooted in critical, quantitative analysis. To assist our clients to better understand their options and their long-term effects, PRAG designs comprehensive capital funding models incorporating various financial decision points, including multi-lien and multi-product debt structures, funding capital projects on a pay-as-you-go basis versus debt financing, the timing of bonds versus short-term financing issuances, the structure of long-term bonds, and how different amortization structures impact rates, fees and financial ratios, among other factors. Our objective is to make even the most complex topics understandable to a wide audience without overlooking risks. These analyses form the core framework for debt affordability and capacity studies and are used to develop long-term Financial Advisory Services for City of Clearwater 5 financing strategies. In addition, the results of these analyses, in particular the key debt ratios, are often useful tools in the capital budgeting and planning process as well as in developing strategies for maintaining the issuer’s credit position. We have also utilized this information to assist our clients in developing debt policies that are appropriate to their financial needs and resources. CREDIT EXPERTISE. As financial advisor to many major issuers throughout the country, we are in regular contact with the rating agencies. These long-standing relationships, together with our experience and expertise can benefit the City in the rating process. Given our activity in the area we are especially familiar with how the rating agencies view the economic and credit conditions in the Tampa Bay area. CONVENIENT FULLY STAFFED LOCATION. We will serve the City from our downtown St. Petersburg office. The office is fully-staffed including two Senior Managing Directors, two Managing Directors and a Vice President and has the resources to provide the services required by the City as provided in the RFP. We structure debt and run cash flows locally and have direct access to market, credit and research services. In addition, we have direct access to PRAG advisors nationwide who serve some of the largest issuers of municipal bonds in the country. Financial Advisory Services for City of Clearwater 6 2. Identify key persons to be responsible for this contract – primary and back-up. a. Provide resumes detailing education and experience. b. Highlight experience related to service in a financial advisory role for a Florida governmental agency. c. Indicate notable achievements such as books or articles written, memberships, and offices held in professional organizations and outstanding accomplishments. One of the most important attributes PRAG offers the City is the unmatched experience of our senior personnel. Ms. Edmonds began her public finance career in Florida in 1982 and Mr. Gaertner began his in 1989. Few municipal advisory firms in Florida can staff engagements with two advisors each with three decades of experience in Florida public finance. All of the Florida team that will serve the City have at least a decade of municipal finance experience. In addition to their long experience in the public finance market, the team brings a broad range of experience with many types of issuers, credits and structures. They are supported by a full-service office location in Pinellas County and a national network of professionals who advise some of the most active municipal bond issuers in the country. Wendell Gaertner and Natalie Sidor will be the main points of contact for the City. They will be supported by Marianne Edmonds, who will provide overall project oversight and credit support, Molly Clark, who will provide transactional support, and Mickey Johnston, who will provide analytical support. In addition, they will be supported by PRAG’s national network as needed, including Daniel Forman for specialized quantitative support. Detailed resumes of our team, including general experience and education, Florida experience and professional involvement are provided on the following pages. Financial Advisory Services for City of Clearwater 7 Marianne Edmonds Senior Managing Director 150 Second Avenue North, Suite 400 St. Petersburg, FL 33701 Tel 727-822-3339 Fax 727-822-3509 medmonds@pragadvisors.com Length of career in public finance − 36 years Professional Involvement − Florida Government Finance Officers Association − Leadership Florida (1994 – ongoing) − Florida Prepaid College Board, Vice Chair (2007-2010) − Municipal Securities Rulemaking Board, Member (2012-2015) − Florida Women in Public Finance, Founding President (2015-2017) − The National Association of Municipal Advisors, Board Member (2017-2019) Representative Clients Served − State of Florida − Pinellas County − City of Tampa − Florida League of Cities − Miami-Dade County Housing Finance Authority Education, Licenses & Certifications − MBA, The Wharton School of the University of Pennsylvania − BA, Northwestern University − Series 50 (Municipal Advisor Representative) Marianne Edmonds is a Senior Managing Director and a shareholder with PRAG. As an independent municipal advisor since the early 1990’s, she is one of the most experienced municipal advisors in Florida. Marianne will provide oversight to our engagement with the City. Marianne offers a comprehensive knowledge of Florida and national public finance. A former educator, she is especially respected for both her ability to understand and communicate financial issues as well as her integrity as a financial advisor. During her tenure in public finance Marianne has developed and implemented financing plans for general governmental capital projects, utility systems, resource recovery plants, housing, and sports facilities, among others, and has worked with a variety of financing structures including long term debt, short term debt including commercial paper, leases and bank loans. She is familiar with the security sources available to Florida local governments, including ad valorem revenues, non-ad valorem revenues, system revenues, user fees, sales taxes, public-private partnerships and the covenant to budget and appropriate from legally available revenues. Marianne currently manages PRAG’s engagements throughout Florida, including the City of Tampa, Pinellas County, the Florida Municipal Loan Council, the Florida League of Cities, and the Housing Finance Authorities of Brevard, Clay, Polk and Miami-Dade Counties. Marianne served as one of the Municipal Advisor Representatives on the Municipal Securities Rulemaking Board, the self-regulatory organization for the municipal bond market. She previously served as Vice Chairman of the Florida Prepaid College Board and its Investment Committee. Ms. Edmonds is a member of Leadership Florida and served as President of the Florida Chapter of Women in Public Finance. As the manager of the Florida office, Marianne will provide oversight and strategic support to the City. In addition, Marianne will provide on-going structuring and credit support for the City’s existing debt portfolio an any new credit structures. She earned a B.A. degree in mathematics from Northwestern University and an M.B.A. with specialization in public management and finance from The Wharton School of the University of Pennsylvania. She holds a Series 50, Municipal Advisor Representative License. Financial Advisory Services for City of Clearwater 8 Wendell Gaertner Senior Managing Director 150 Second Avenue North, Suite 400 St. Petersburg, FL 33701 Tel 727-822-3339 Fax 727-822-3509 wgaertner@pragadvisors.com Length of career in public finance — 29 years Professional Involvement − Florida Government Finance Officers Association − Urban Land Institute, Tampa Bay − North American Public Private Partnership Deal of the Year, Project Finance Magazine (2005) − North American Real Estate Deal of the Year, Project Finance Magazine (2009) Representative Clients Served − Hillsborough County − Manatee County − Broward County − Miami-Dade County − Escambia County − Jacksonville Transportation Authority − Various Community Development Districts Education, Licenses & Certifications — MBA, Stetson University — BS (General Honors), University of Miami — Series 50 (Municipal Advisor Representative) Wendell Gaertner is a Senior Managing Director and Shareholder of PRAG. He joined the firm in 2013 bringing 30 years of experience in public finance at the local, regional, state and federal level. With a background in commercial banking, investment banking and financial advisory, Wendell offers PRAG’s clients extensive experience in tax-exempt and taxable municipal bonds, 144A corporate debt in public, private and global offerings, variable rate debt, swaps, letters of credit, bank debt and equity. Having spent decades as an investment banker, he brings a deep practical understanding of bond sales and pricing to his clients. Wendell focuses on general government, utility and special district financing. His Florida clients include Hillsborough, Manatee, Miami- Dade (water and sewer), and Broward Counties. He supports the firm’s work throughout the State and manages the firm’s community development district advisory practice. In addition to providing transactional advice for debt issuances, Wendell has also provided strategic financial advisory services including development of long-term financial models, creation of interim funding strategies, evaluation of public-private partnership opportunities and Value for Money analyses. He has advised Florida clients on financial structures and strategies in connection with economic development projects, real estate projects, transportation and affordable housing. Recognized as a leader in complicated, innovative financings, he was lead banker on financings selected by Project Finance Magazine as “North American Public Private Partnership Deal of the Year” for the $1.6 billion privatization of military housing in Hawaii, and “North American Real Estate Deal of the Year” for the first-ever privatization of the Army’s on-post hotel assets. He has been a regular speaker at Bond Buyer conferences and has also spoken at conferences for Standard & Poor’s, the Florida Council for Public Private Partnerships and other organizations. Wendell will serve as Project Supervisor and one of the main contacts for the City, directing the delivery of services and providing direct financial advisory services to the City. Prior to joining PRAG Wendell served as an investment banker and financial advisor with Merrill Lynch, Banc of America Securities and Raymond James. He began his career as a commercial banker with Barnett Bank. Wendell received a B.S. in Chemistry with General Honors from the University of Miami in Coral Gables and an MBA from Stetson University. He currently holds a Series 50, Municipal Advisor Representative License. Financial Advisory Services for City of Clearwater 9 Natalie Sidor Managing Director 150 Second Avenue North, Suite 400 St. Petersburg, FL 33701 Tel 727-822-3339 Fax 727-822-3509 nsidor@pragadvisors.com Length of career in public finance — 15 years Professional Involvement − Florida Government Finance Officers Association − Speaker: FGFOA School of Governmental Finance; Topic: The Post Tax Reform Market (2018) − Florida Women in Public Finance, Founding Member (2016); Secretary (2017); President-Elect (2018); President (2019) − The University of Tampa Board of Fellows (2013-present) − Raymond James Public Finance Banker of the Year (2012) − Tampa Bay Business Woman of the Year Finalist (2011) Representative Clients Served* − City of Clearwater − City of Dunedin − City of Sarasota − City of Ft. Myers − Tampa Bay Water − Pinellas County Schools − Hillsborough County Schools − Pasco County Schools * Represents investment banking clients from prior firm Education, Licenses & Certifications — MBA, The Wharton School of the University of Pennsylvania — BS, University of Tampa — Series 50 (Municipal Advisor Representative) Natalie Sidor joined PRAG in 2018 as a Managing Director bringing over 15 years of corporate and public finance experience. At PRAG Natalie provides client and transactional support to general government, special district and housing finance authority clients. Formerly with Raymond James and Associates, Inc., Natalie provided investment banking and advisory services to clients throughout the Southeast. While at Raymond James Natalie was responsible for evaluating, developing and executing financing solutions based on client objectives and market dynamics. During her time with Raymond James, Natalie was involved in the execution of $4.5 billion of lead-managed municipal financings for state and local governments, primarily in Florida. She has served as senior manager or placement agent for numerous Florida municipalities, including Fort Myers, Sarasota, Venice, Charlotte County, Hernando County, Sumter County, Tampa Bay Water and the school districts of Pinellas, Hillsborough and Pasco, to name a few. In addition to her extensive public finance experience, Natalie also has experience in real estate development and corporate finance. After receiving her M.B.A., Natalie was Finance and Investments Manager for The Sembler Company, a real estate development company. Natalie began her career has an analyst in Corporate Investment Banking for Wachovia Securities, participating in deal teams for mergers and acquisitions advisory, debt private placements, strategic studies and valuations. Natalie will serve as Project Manager and one of the main contacts for the City, providing direct financial advisory services to the City and coordinating all tasks required for the delivery of services. Natalie is a founding member of the Florida Chapter of Women in Public Finance and currently serves as President-Elect. Natalie received a B.S. degree from the University of Tampa with a double major in finance and economics. Also, Natalie earned an MBA from The Wharton School of the University of Pennsylvania. Natalie holds a Series 50, Municipal Advisor Representative License. Financial Advisory Services for City of Clearwater 10 Molly Clark Managing Director 150 Second Avenue North, Suite 400 St. Petersburg, FL 33701 Tel 727-822-3339 Fax 727-822-3509 mclark@pragadvisors.com Length of career in public finance — 17 years Professional Involvement − Florida Government Finance Officers Association − Florida Women in Public Finance Founding Member (2016): Communications Chair (2016-present); Board Member (2018-present) Education, Licenses & Certifications — BA, Carleton College — Series 50 (Municipal Advisor Representative) Molly Clark joined PRAG in 2018 as a Managing Director bringing over 17 years of public finance experience. Molly serves PRAG’s general government clients including cities, counties and special districts providing both analytical and transactional support. Formerly with Wells Fargo Securities, Molly provided investment banking to clients throughout the State of Florida. She was involved in planning, structuring, and executing tax-exempt and taxable bond financings through the capital and bank markets. At Wells Fargo, Molly served as a liaison between municipal issuers and both the investor community and the bank’s commercial banking relationship managers. She was involved in debt structuring, bond modeling, and planning, strategy and document sessions. She developed rating agency presentations, internet road shows presentations, and other marketing materials for bond offerings. Prior to joining Wells Fargo Molly served as an investment banker at RBC Capital Markets and as a corporate trust analyst at Northern Trust Bank. Molly will support the City by providing transactional support for the City’s financings including document and cash flow review. Molly is a founding member of the Florida Chapter of Women in Public Finance and currently serves on the Board as Communications Chair. Molly received a B.A. degree in economics cum laude from Carleton College. Molly holds a Series 50, Municipal Advisor Representative License. Financial Advisory Services for City of Clearwater 11 Mickey Johnston Vice President 150 Second Avenue North, Suite 400 St. Petersburg, FL 33701 Tel 727-822-3339 Fax 727-822-3509 mjohnston@pragadvisors.com Length of career in public finance — 11 years Professional Involvement − Florida Government Finance Officers Association − New Jersey Municipal Management Association, 2016 Presenter, “Municipal PILOT Agreements” Education, Licenses & Certifications — BBA, James Madison University — Series 50 (Municipal Advisor Representative) Michael “Mickey” Johnston joined PRAG in 2018 after spending over ten years advising municipalities, redevelopment agencies, authorities, and school districts across the State of New Jersey where he managed the financial analysis group for Lerch, Vinci & Higgins, a municipal accounting firm. Mickey provides PRAG clients with debt modeling and financial analysis as well as transactional support. He models debt structures in both DBC and Excel and creates custom financial models as appropriate. He also provides day-to-day oversight of Miami-Dade County Water and Sewer Department’s $400 million commercial paper program and manages our relationships with bank lenders. Mickey’s previous experience includes assisting municipal clients on a variety of business matters including negotiation and implementation of payment-in-lieu-of-tax (PILOT) agreements, labor negotiations, water privatization contract negotiations, budget planning, and capital analysis. In addition to his work in public finance, Mickey also gained valuable experience as a Manager of Financial Analysis at The Blackstone Group, one of the world’s leading investment firms, in New York City. Mickey will develop cash flow models for the City using both DBC debt sizing software and Excel spreadsheet. He will also provide transaction support for the City’s projects. Mickey earned his B.B.A. in Finance from James Madison University. He holds a Series 50, Municipal Advisor Representative License. Financial Advisory Services for City of Clearwater 12 Daniel Forman Managing Director 39 Broadway, Suite 1210 New York, NY 10006 Tel 212-380-5283 Fax 212-566-7816 dforman@pragadvisors.com Length of career in public finance — 6 years Education, Licenses & Certifications — MS, Baruch College — BA, Swarthmore College — Series 50 (Municipal Advisor Representative) — Series 65 (Investment Adviser Representative) Daniel Forman specializes in quantitative analysis for PRAG clients. His responsibilities include debt structuring and optimization, cash flow modeling, and derivatives analysis. For example, Dan assisted the New York State Thruway Authority on cash flow modeling for the New NY Bridge project. He served as the quantitative analyst for the Authority’s 2018 Series L Refunding Series as well as the Authority’s 2013 and 2016 Junior Indebtedness Obligations issuance. He also covers the Metropolitan Transportation Authority and the Hudson Yards Infrastructure Corporation (HYIC). For the 2017 HYIC transaction, Dan conducted extensive cash flow analysis to determine the optimal refunding structure. After considerable analysis, this $2.1 billion debt restructuring was ultimately accomplished through the implementation of a subordinate indenture. In additional to quantitative work, he provides analyses and day-to-day coverage for the states of New Hampshire, South Carolina, and Maryland. Dan also participated in the Harrisburg, PA debt restructuring and was the structuring analyst for PRAG’s rate reduction securitizations in Ohio and West Virginia. Prior to joining PRAG, he worked at State Street Bank as a financial engineer constructing derivative pricing models and at the Federal Reserve Bank of New York as a research associate conducting macroeconomic and monetary policy research. Dan will provide quantitative and pricing support to the City as needed. Dan holds an M.S. in Financial Engineering from Baruch College and a B.A. in Physics and Economics from Swarthmore College. He is a registered Investment Adviser Representative (Series 65) and a licensed Municipal Advisor (Series 50). Financial Advisory Services for City of Clearwater 13 3. Provide your firm’s financial information for the most recent fiscal year – not limited to a balance sheet, statement of operations and statement of changes in financial position or cash flow statement as applicable. PRAG is an independent, 100% employee-owned and managed firm. PRAG’s financial advisory practice is our only business. We are not a subsidiary at risk of corporate changes in business plans or an entity with multiple lines of businesses that could decide to change the focus on the municipal advisory business. Neither are we a small firm with a limited number of principals or senior staff. While we are focused in our business activities, we are diversified in our client base, our geographic footprint and our staffing resources. PRAG has been in business for over 30 years and has successfully managed the biggest risk to a small firm, the transition from the founding partners to the second generation of ownership and management. In 2015 we announced the retirement of one of our founding partners, William Cobbs. Mr. Cobbs’ duties were assumed by the firm president, Steven Peyser. The succession was planned, and there was no disruption in the provision of services to our clients. Mr. Steven C. Peyser serves as President of PRAG and is located in our New York City office. Mr. Peyser is assisted in his management duties by two other members of the firm’s Executive Committee, Edmund Soong, Executive Vice President, and Thomas Huestis, Senior Managing Director. In addition to the members of the Executive Committee, ten other Senior Managing Directors are shareholders in the firm, including both Marianne Edmonds and Wendell Gaertner in the Florida office. From a financial perspective, as an independent, employee-owned firm, most of our profit is distributed annually to our employees, either as bonuses, dividends or profit-sharing. As an employee-owned firm we have no parent company to which we need to make distributions. As such, our balance sheet consists of a fairly limited amount of equity as required for working capital purposes. As an independent financial advisor, we do not underwrite securities and do not require capital for such purposes. The important gauge of our financial strength is the revenues shown on our income statement and our 30+ years dedicated to provided independent financial advice to local and state governments, their agencies and authorities and not-for-profit organizations. With contracts with some of the largest and most active issuers in the Country, we believe PRAG has the financial strength and resources to successfully serve the City on a long-term basis. Copies of PRAG’s most recent unaudited annual financial statements are included as Appendix A for your review. Financial Advisory Services for City of Clearwater 14 4. Indicate the capability of firm to hold harmless, indemnify and defend the City for losses, costs, and expenses arising from liability claims resulting from alleged negligence of firm, its officers, employees and subcontractors; describe liability insurance coverage carried by firm. See Appendix B for PRAG’s Certificate of Liability Insurance. The firm maintains sufficient insurance to hold harmless, indemnify and defend the City as appropriate. Coverages include general liability of $1 million per occurrence and $2 million in aggregate and Errors and Omissions of $2 million per occurrence and $4 million in aggregate. Over our 30 years of existence PRAG has an unblemished record of integrity. We are not aware of any prior or pending litigation, either civil or criminal, involving a governmental agency. Neither PRAG nor any of its employees are involved in any litigation brought forward by any governmental agency related to the professional activities of the firm. Financial Advisory Services for City of Clearwater 15 TAB 3 EXPERIENCE 1. Describe Firm’s national, statewide, and local service capabilities. PRAG was founded in 1985 as one of the first firms in the country dedicated solely to the independent public finance advisory business. Over the past three decades we have remained focused on providing independent and in-depth financial and investment advice to state and local governments, authorities and agencies. Providing strategic and transactional advice to municipal debt issuers remains our core business. PRAG does not engage in any form of underwriting, trading, marketing, or investing in any securities, nor does it have any affiliate that engages in these lines of business. Since our founding with a single office in New York City, PRAG has grown to offer our clients a national presence with additional fully staffed offices in California, Pennsylvania and Florida. PRAG’s Florida practice expanded in 2005 when we acquired the independent financial advisory firm Marianne Edmonds, Inc. and established the St. Petersburg office. PRAG is a partnership of experienced senior advisors collaborating through a network of five offices, focused on serving clients with a combination of market knowledge, analytical driven decision-making and strong written and oral communication skills. PRAG is a subchapter S corporation wholly-owned and managed by its employees. PRAG has 36 employees, 26 of whom are full-time registered municipal advisors. The firm has an unblemished record of integrity. We are registered as a municipal advisor with the MSRB (MSRB ID K0133) and the SEC (Municipal Advisor Registration Number 867-00146). PRAG is also registered as an investment advisor under the Investment Advisers Act of 1940 in the states of California, Florida, New York, Pennsylvania and the District of Columbia. FLORIDA EXPERIENCE. In Florida, Marianne Edmonds has over 35 years of public finance experience and Wendell Gaertner has almost 30 years public finance experience. Both have spent their entire public finance careers based in Florida and are among the most experienced financial advisors in the State. Enhancing our experience, PRAG has recently added two Managing Directors and a Vice President in our Florida office. PRAG’s longevity is a direct result of the service, skill and expertise we provide to the benefit of our clients. In addition to our complete independence and highest levels of integrity, we believe the following characteristics differentiate us from other firms and will allow us to continue to provide superior service to the County: SENIOR LEVEL SERVICE. PRAG’s business model focuses on serving clients with significant capital needs and/or an ongoing need for advisory services. This model allows the firm to assign fewer clients to each professional, allowing greater time and attention to be paid to each client. Our senior managing directors typically work with only six to eight clients; this model contrasts with that of many of our competitors where senior professionals cover many clients and much of the day-to-day serve is provided by more junior staffers. CONVENIENT FULLY STAFFED LOCATION. We will serve the City from our downtown St. Petersburg office. The office is fully-staffed including two Senior Managing Directors and has the resources to provide the services required by the City as provided in the RFP. We structure debt and run cash flows locally and have direct access to market, credit and research services. In addition, we have Financial Advisory Services for City of Clearwater 16 direct access to PRAG advisors across the country who serve some of the largest issuers of municipal bonds in the country. MARKET ACCESS AND INFORMATION. As a national independent financial advisor, PRAG’s client base, especially our representation of large, active issuers, allows our senior advisors direct access to all the major underwriting desks in the municipal market. Because we advise on such a high volume of bonds and are not a competitor to the underwriters, most underwriters are willing to provide insight on the market directly to PRAG. By accessing a variety of underwriting desks PRAG can offer the County a broad perspective on the market well beyond the viewpoint of a single pricing desk. PRAG also maintains access to electronic market information including Bloomberg, TM3, The Bond Buyer, EMMA’s trade reporting portal and all the rating agency sites. QUANTITATIVE AND ANALYTICAL EXPERTISE. PRAG offers its clients the same level of sophistication available to the largest Wall Street firms. We believe that our clients need to maintain the same analytic rigor as the firms underwriting their bonds. This allows our clients to be on equal footing in assessing various alternatives including the risks, rewards and benefits offered by various purchasers. Our firm can design client-specific software, which we have done multiple times for a large number of our clients. CREDIT EXPERTISE. As financial advisor to many major issuers throughout the country, we are in regular contact with the rating agencies. These long-standing relationships, together with our experience and expertise can benefit the City in the rating process and help it maintain its high ratings. PRAG has been one of the top three municipal advisory firms in the country for the past two decades based on volume of bonds. We advise some of the largest municipal bond issuers in the country. We understand and advise on some of the most complicated municipal capital plans and have direct access to cutting edge developments, structures and innovations in the municipal industry. Financial Advisory Services for City of Clearwater 17 2. Describe Firm’s experience in serving as a financial advisor to local municipalities. No other firm can match PRAG’s experience serving major local governments in the Tampa Bay area. We serve the majority of counties in the area including Pinellas, Hillsborough and Manatee. We have served the largest city in the area, Tampa, since 2005 as advisor on their general fund and stormwater debt. We have also served local agencies and authorities as well as smaller municipalities such as Safety Harbor, Bradenton, Palmetto, Indian Shores and Belleair Beach. In order to illustrate the breath of our experience and its application to the City, we are presenting case studies which illustrate our experience with the following situations: • Structuring a CRA Agreement – City of Tampa and Hillsborough County • Managing a Water and Sewer Capital Plan – Miami-Dade County • Spring Training Facility Financing – Tampa Sports Authority • Negotiating a Bank Loan Restructuring – Heritage Bay Community Development District • Alternatives to Bond Funding – City of Tampa • Developing an Alternative Financing Program – Florida League of Cities All of these case studies were directly managed by Marianne Edmonds and Wendell Gaertner. STRUCTURING A CRA AGREEMENT BETWEEN A CITY, COUNTY AND PRIVATE ENTITY. Most of downtown Tampa is contained within the Downtown CRA, which was originally established in 1983 and covers 870 acres, including Amalie Arena, home of the Tampa Bay Lightning professional hockey team. The owner of the Lightning had significant landholdings surrounding the Arena and announced plans for a $2 billion redevelopment project within the CRA. The CRA was expiring and while the City of Tampa wanted to extend the life of the CRA, Hillsborough County believed its ad valorem taxes could be better used in other parts of the County. PRAG worked with the City, the County and the private developer to model a variety of funding options that provided $100 million in infrastructure support to the private developer, allowed the City to extend the life of the CRA and allowed the County to support the proposed downtown redevelopment project while retaining the ability to fund other projects throughout the County. PRAG developed a financial model that all sides used to determine their desired level of investment. In the end the County agreed to reimburse the developer for $50 million of infrastructure improvements to be matched by the City, but only from tax increment revenues generated by the developer’s projects. The City extended the CRA which is now supported primarily by City revenues, the County allocated its funding, and the developer has begun making the infrastructure improvements which will support a redevelopment project estimated to exceed $2 billion. MANAGING A WATER AND SEWER CAPITAL PLAN. PRAG is the municipal advisor to Miami- Dade County’s Water and Sewer Department as they implement a $12 billion Capital Improvement Plan in connection with regulatory consent decrees, system reconfiguration and deferred maintenance. In order to fund this large capital program, PRAG recommended that the County implement a commercial paper program as an interim funding source. The restrictions placed on the system by its 23-year-old senior bond ordinance required careful structuring of the bank facilities in order to avoid constraints that would limit future debt issuance. The senior bond ordinance did not recognize bullet debt maturities or the ability to term out bank facilities over time, so the bank facility had to be on a subordinate basis to the Department’s senior bonds. We took care to insure that the term out payments each year would not cause the County to violate its rate covenant. PRAG developed a proprietary sizing model and ran a large number of scenarios since both the additional bonds test and the rate covenant had to account for both senior and subordinate debt. Financial Advisory Services for City of Clearwater 18 We then solicited international, national and regional banks through a formal RFP program to provide the letter of credit. Since there was little appetite among banks for the full $400 million, we recommended two banks at $200 million each to optimize pricing and reduce risk. We conducted protracted and detailed negotiations with each bank and one reimbursement agreement was structured with an eight- year repayment on a subordinate basis, the other bank had a reimbursement agreement in which half of the repayment was secured on a subordinate basis over five years and half was only secured by the future issuance of debt. PRAG was able to obtain investment grade ratings on both credit facilities despite the limited security pledged to their repayment. This structure provides the Miami-Dade County with the interim financing necessary to implement its capital program while still allows the issuance of senior bonds as anticipated under the County’s existing Ordinance. SPRING TRAINING FACILITY FINANCING. A recent example of our ability to manage complicated bond timelines is a composite financing for renovation of the New York Yankee’s spring training home, George M. Steinbrenner Field. The Yankees provided approximately $40 million in improvements which will be reimbursed by a bond issue by the Tampa Sports Authority secured by sales tax payments from the State of Florida and a separate bond issue by Hillsborough County secured by the County’s 4th cent tourist development taxes. The Yankees, in turn, will provide long term funding through fee payments to the County for 30 years. PRAG advised both the TSA and the County and developed a financing plan and a timetable that incorporated negotiation of the agreement with the Yankees, approval from the State and the issuance of bonds by both entities. Because funding from the state is a fixed amount but the net proceeds would depend on the rates when the bonds were issued, the TSA bonds need to be issued first with the balance of the funding needs provided by the County issue. PRAG managed the timetables and the bond issuance process for all parties. The TSA’s debt was sold via negotiated sale because to protect the TSA the Yankees were required to approve and execute certain transactional documents once the bonds were priced but before the TSA committed to the purchase. Although the TSA’s previous debt was sold via competitive sale PRAG recommended a negotiated sale to provide the time for the Yankee’s approval to protect the TSA and the County. The County’s bonds were sold two days later via competitive sale. NEGOTIATING A BANK LOAN RESTRUCTURING. PRAG was engaged by the Heritage Bay Community Development District (the “District”) to advise the District on structuring and obtaining a $3.5 million bank loan for improvements and repairs to the District’s lake banks to reduce erosion. In structuring the new bank loan PRAG realized that the District’s existing debt, $16 million in bonds issued in 2014 and held by a bank, had an $8 million balloon principal payment due in May 2029. The Series 2014 bonds had been issued to refund the District’s original bonds issued in 2005 and originally scheduled to mature in 2036. In 2014, however, the bank was only willing to provide financing over a 15-year term so the full principal originally due from 2030 through 2036 was structured to mature in 2029. The Series 2014 Bonds, however, could be not be called or refunded until 2024. PRAG negotiated with the bank to waive the call restrictions, allowing the District to refinance the Series 2014 Bonds as part of the proposed financing using a bond issue with a 2036 final maturity to match the original maturity of the District’s original bonds. While the refunding of the Series 2014 Bonds was covered by the original validation, the new project was not. Under Florida law, CDD debt longer than five years requires validation and the District wanted to finance the new improvements over a ten-year period. Validation would have added time and cost to the transaction. PRAG structured the financing so that the new money series matured over a four-year period and deferred principal on the refinancing to allow the combined bond issue to have level Financial Advisory Services for City of Clearwater 19 payments for ten years after which the payments dropped to reflect the extension of the Series 2014 Bond refunding back to the original maturity of 2036. This allowed the District to avoid validation while still providing a payment structure in line with the District’s desires and eliminate the large balloon payment on its existing debt. PRAG presented the credit structure to S&P and obtained a rating of “A-“. PRAG also obtained a bond insurance policy and a reserve surety policy from Assured Guaranty, increasing the rating to “AA”. PRAG also negotiated the right not to insure the first four maturities since during the early years the cost of the insurance offset the interest rate savings. During the pricing process PRAG encouraged the underwriter to price the bonds in comparison to other insured transactions, not only other CDD transactions. Even at the aggressive initial rates the bonds were oversubscribed and PRAG was able to negotiate final pricing spreads approximately 13 basis points below the most recent insured CDD transactions. As each basis point in yields was worth over $15,000 on a present value basis, our pricing negotiations saved the district approximately $200,000 when compared to other recent insured CDD transactions. PRAG was also able to negotiate a first call date seven years after issuance instead of the ten-year lockout typical on other CDD transactions. ALTERNATIVES TO BOND FUNDING. In 2016 the City of Tampa required funding for $60 million of capital improvements. We recommended an interim funding facility because of uncertainty about draw schedules and to allow the City time to fully develop its strategy for funding its storm water capital program. Together with the City PRAG reviewed alternative financing mechanisms including commercial paper, draw down bonds and a bank line of credit. The City decided that a non-revolving line of credit would be most efficient because they did not anticipate a need for future interim funding. PRAG developed a solicitation document and requested proposals to provide a non-revolving line of credit. The City received seven proposals and was able to close the loan in a timely manner. PRAG is familiar with both the bank market for both loans and lines of credit. Below is a sample of bank loans in which PRAG has acted as financial advisor over the past three years: • $20,000,000 Village of Estero, Taxable Revenue Note, Series 2019 - Bank Loan – TBD • $8,700,000 City of Safety Harbor, Water & Sewer Revenue Note, Series 2018 - Bank Loan – TBD • $2,376,600 Terra Bella CDD, Special Assessment Ref. Rev. Notes, Series 2018 – Bank Loan – CenterState • $1,395,500 City of Safety Harbor, Revenue Note, Series 2018 - Bank Loan – Capital One Public Funding • $1,495,000 Heritage Harbor CDD, Special Assmt. Ref. Note, Series 2018 – Bank Loan – Hancock Whitney • $36,050,000 Manatee County, Rev. Improvement and Ref. Notes, Series 2018 - Bank Line – Bank of America • $27,216,000 Hillsborough County Capital Improv. Ref. Revenue Note, Series 2017 - Bank Loan – Wells Fargo • $14,733,000 Pinellas County, Sewer Revenue Refunding Note, Series 2016 – Bank Loan – JP Morgan Chase • $11,176,000 Hillsborough County Tampa Bay Arena Rev. Ref. Note, Series 2015 – Bank Loan – JP Morgan Chase • $60,000,000 Non-revolving Tax-Exempt Line of Credit, City of Tampa – Bank Line – Wells Fargo DEVELOPING AN ALTERNATIVE FINANCING PROGRAM. PRAG also serves as municipal advisor to the Florida Municipal Loan Council, the funding program for the Florida League of Cities. In that role we work with municipalities throughout the State in providing direct or pool funding. In 2016 PRAG advised on a state-wide municipal pool for the Florida Municipal Loan Council’s first pool program since the financial crisis in 2008. PRAG structured a pool program for eight municipal borrowers across the state with a single bond insurance policy from NPFG. Each borrower’s credit stood alone, but the pool shared a common debt service reserve. The loans in the pool ranged from less than $1 million to $6.4 million with an average per borrower of less than $3 million. It would have been Financial Advisory Services for City of Clearwater 20 inefficient if not impossible for the borrowers to obtain long term financing in the capital markets without this pool structure. PRAG had to develop credit criteria including an anti-dilution test acceptable to NPFG which could be met by all of the borrowers even though they had a variety of transfers in and out of their general fund, which impacted the analysis. We spent a considerable amount of time exploring options for ratings and credit enhancement on the pool and determined to use NPFG with their AA- rating in addition to a pool rating of A- from S&P. PRAG also later structured the FMLC’s Series 2017 pool issuance. Due to the recent downgrade of NPFG, we negotiated with another bond insurer, Assured Guaranty, to provide the same product in order to maintain market access for smaller municipalities throughout the state. Financial Advisory Services for City of Clearwater 21 3. Describe Firm’s experience dealing with major rating agencies during the past two (2) years, including the extent to which governmental clients were involved. As financial advisor to many major issuers throughout the country, we are in regular contact with the rating agencies. These long-standing relationships, together with our experience and expertise can benefit the City in the rating process and help it maintain its high ratings. The last 10 years have seen many changes in rating agency practices. While the rating factors themselves haven’t changed materially, the methodologies have in some cases. For example, both Moody’s and Standard & Poor’s have now moved away from more of a ‘black box’ methodology towards a ‘scorecard’ methodology for rating municipal credits. PRAG works with our clients to evaluate the impact of these published metrics to make the case for a rating upgrade, both by focusing on the hard metrics and scores, as well as the ‘below the line’ adjustments that can affect the rating. As one of the top three advisors in the country, PRAG is in regular communication with the rating agencies. Most importantly for the City, as the financial advisor to the City of Tampa as well as Pinellas, Hillsborough and Manatee Counties, we know the nuances of the rating agencies’ view of the local economy of the Tampa Bay area. We maintain ongoing direct communication with the analysts who cover the municipal and utility ratings in this area. The following case studies summarize some of the issues we have faced in regards to structuring, rating and marketing and the plans we developed and implements to address these issues. All of these case studies were directly managed by Marianne Edmonds and Wendell Gaertner. CITY OF TAMPA RATINGS FOR A NEW STORMWATER CREDIT. PRAG has served the City of Tampa since 2005 and has completed a significant number of bond issues and bank loan financings over that period. Most recently, PRAG advised the City on its $84.56 million stormwater revenue bonds which were issued in April 2018. We were involved in structuring and modeling the financial plan for several years before its implementation. Tampa needed to expand its stormwater utility and the applicable assessment areas to address numerous flooding issues throughout the City. The City increased the relatively low operational assessment and asked PRAG to assist in determining the appropriate financial plan to implement a capital charge based on the expanded assessment area. Because the assessment area covered a large portion of the City, it provided a strong credit to back the bonds, but careful structuring was required to ensure that all property owners within the assessment area actually received a benefit corresponding to their assessment. Also, since the program was going to take ten years to complete, the City had to be comfortable it could deliver the entire program in order to provide the necessary level of benefit relative to their assessment. Marianne Edmonds and Wendell Gaertner worked with the City and outside counsel to validate the underlying assumptions for the assessments, capital costs, and expected state funding. The resulting capital plan will require ten years to implement, and PRAG developed a custom financial model to integrate the assessment collections, the necessary financings, and the capital requirements. The City presented the financial plan to the Mayor and City Council in both informal and formal settings and, based on feedback, PRAG ran a variety of scenarios including increasing assessments, the use of general fund support, and staggered financings. The final plan obtained support from the Administration, the Council, and the public, and was implemented by the City. Financial Advisory Services for City of Clearwater 22 Below is a screen shot of one of the many variations of the model PRAG developed to assist the City with planning for the stormwater financings. The first series of bonds issued in April were rated Aa2 by Moody’s. The City designated the bonds as “green bonds” after considering the use of third-party vendors to provide the designation. After consulting with the senior manager and reviewing market information, the City concluded self- designation was the most efficient path. The City expects to issue the second, and final, series of bonds in 2021. HILLSBOROUGH COUNTY WATER AND SEWER DEPARTMENT INCREASING OPERATIONAL FLEXIBILITY AND OBTAINING A RATINGS UPGRADE. In early 2016, PRAG began advising on a long-term issue to fund expansion of one of Hillsborough County’s main wastewater treatment plants and the subsequent closure of two smaller, less efficient plants. The financing would also reimburse the system for a cash funded acquisition made the prior year. The system’s senior bonds were rated Aa1, AA+ and AAA by Moody’s, S&P and Fitch. PRAG used an Excel model to evaluate expected ratings outcomes under a variety of structuring scenarios. Several issues became clear during our analysis. First, the new issue would more than double the amount of outstanding water and sewer debt, providing the County with a rare opportunity to review and make amendments to its bond resolution. Second, the County had some existing water and sewer debt that had matured the prior year and the new debt could be structured to fund the necessary components without any rate impact. Third, while the prior bonds had a cash funded debt reserve, the use or elimination of a reserve for the new bonds appeared to have no impact on the expected ratings under the various ratings criteria. Finally, the system had two unique credit strengths: (i) a significant Financial Advisory Services for City of Clearwater 23 portion of its expenses were indexed and linked to automatic rate increases without Board action, and (ii) the system had substantial amounts of unrestricted cash. PRAG worked with the County and its legal advisors to develop two proposed amendments to the bond resolution. The first would authorize, but not require, a payment in lieu of taxes by the system to the County and the second would allow disposal of excess property at the lower of book or market value. This was especially important since the County desired to convert the land around one of the smaller treatment plants into a local park. PRAG then developed a rating agency presentation that clearly showed the credit strengths of the system. As a result, Moody’s upgraded the system to Aaa to join Fitch’s affirmed AAA even with the elimination of the debt service reserve and the more flexible bond resolution amendments. MANATEE COUNTY WATER AND SEWER DEPARTMENT CONSISTENT MESSAGING AND RATINGS UPGRADES. In 2017 PRAG was engaged as Financial Advisor by Manatee County through a competitive procurement process. Late that year the County decided to proceed with a cross-over refunding of its Series 2010A Build America Bonds and its Series 2010B Recovery Zone Economic Development Bonds in order to lock in the economic benefits of a refunding before the new tax law prohibited advance refundings. A cross-over refunding allowed the County to maintain the interest subsidy until the call date while locking in current interest rates. Unlike a traditional advance refunding, with the cross-over structure the proceeds of the new bonds were placed in escrow to pay the interest on the new bonds until the call date, at which time the escrow would “cross- over” and redeem the principal on the old bonds. Because the old bonds were not defeased at closing, legally both issues were obligations of the utility system and both were included in the rate covenant and additional bonds test until the call date. PRAG analyzed the financials of the system and concluded that the County would be able to meet its additional bonds test and rate covenant and expected future borrowing with both series outstanding. Even though the issuance was fast-tracked to ensure a December 2017 closing, PRAG recommended that time be invested in developing a full ratings presentation to both Moody’s and Fitch with a PowerPoint presentation delivered by County staff. Under its previous municipal advisor, the County had not made formal presentation but relied upon the documents and questions from the rating agencies. In connection with the issuance of the Series 2017 Bonds, Moody’s upgraded the credit to Aa1. A few months later, the County again entered the market with its water and sewer credit to fund projects identified in the County’s Capital Improvement Plan. Even though the County had recently made presentations to the rating agencies, PRAG developed another set of formal presentations that focused on the strength of the system and management’s consistency in financial performance and execution. In connection with the issuance of the Series 2018 Bonds, Fitch upgraded the credit to AAA. ESCAMBIA COUNTY APPLYING RATING AGENCY CRITERIA UPDATES TO MAXIMIZE RATINGS. In late 2018 PRAG was engaged as Financial Advisor to Escambia County, Florida. Prior to our engagement, the County had three bank loans totaling $46.5 million for which the interest rates were increased as a result of a decrease in the corporate tax rate, often referred to as “gross up” provisions. Upon our engagement PRAG evaluated the loan documentation and determined that all of the loans could be redeemed either through the optional redemption provisions or through a special extraordinary redemption provision. Two of the loans were secured by the County’s half-cent sales tax and one was backed by the County’s covenant to budget and appropriate from legally available non-ad valorem revenue sources (“CBA”). Financial Advisory Services for City of Clearwater 24 The County’s half cent sales tax was rated A+ by S&P and Aa3 by Moody’s. The County did not have any rated CBA debt outstanding, but its issuer credit ratings were AA by S&P and Aa2 by Moody’s. While the rating agencies had historically rated a CBA credit one notch below the issuer’s general credit rating which would result in CBA ratings of AA- and Aa3, PRAG pointed out to the County that earlier in the year S&P had revised their criteria for Florida CBA credits to eliminate the one notch downgrade. PRAG ran refunding analyses based on two issues that would keep the separate credits as well as a single CBA-backed issue which we expected to obtain a significantly higher rating from S&P due to the change in criteria as well as reduce transactional costs. The County decided to issue the refunding bonds as a single issue secured by a CBA pledge, which received the expected AA rating from S&P and Aa3 from Moody’s, significantly higher than the A+/Aa3 rating on the outstanding half-cent sales tax bonds. The refunding resulted in over 4.2% net present value savings compared to the grossed-up debt service and the resulting debt service was lower than the original pre-grossed up debt service. PRAG would use the same detailed, credit driven approach in analyzing, structuring and presenting the City’s new and existing debt to the rating agencies and financial institutions. Financial Advisory Services for City of Clearwater 25 4. Current clients and references. a. Provide a list of current municipal clients within the State of Florida, the dollar amount of issues or other financing for respective client, and date(s) services were provided. b. References – Identify a minimum of three (3) references in the current clients list and include contact person’s names, phone numbers, e-mail addresses, and mailing addresses. CURRENT FLORIDA CLIENTS The list below represents our active Florida contracts along with the number of years we have served the client, the remaining term of the contract and the recent issuance volume. PRAG’s business model focuses on servicing clients with significant capital needs and/or a need for ongoing advisory services. This model allows fewer clients to be assigned to each professional, allowing greater time and attention for each client. Our senior managing directors typically work with six to eight clients; this model contrasts that of many of our competitors where senior professionals cover many clients. We are strategic and selective in our new business targets, as we are always mindful of ensuring that the full resources of the firm can be mobilized for any client engagement. Our Florida client base is large enough to provide a great deal of experience directly applicable to the City but is manageable enough to allow our senior advisors to provide direct and customized service to all of our clients. Current Clients (1) Years Served Volume of Debt Issued (in $ millions, 2014-Present) Years Remaining on Contract (2) Housing Finance Authority of Miami-Dade County 21 $542.763 5 Housing Finance Authority of Brevard County 20 Consulting Service 1 Housing Finance Authority of Polk County 20 Consulting Service Ongoing State of Florida Division of Bond Finance 19 Consulting Service 5 Broward County 19 199.810 1 City of Tampa 13 319.152 Ongoing Tampa Sports Authority 12 178.110 4 Miami-Dade County 12 2,012.025 3 Pinellas County 10 29.466 1 Hillsborough County 8 1,022.178 4 Hillsborough County Industrial Development Authority 8 281.000 4 Florida Municipal League of Cities 8 63.731 (3) Ongoing Jacksonville Transportation Authority 4 97.485 1 Manatee County 2 165.825 4 Escambia County 1 41.545 5 City of Palmetto 1 7.300 (3) Transactional City of Safety Harbor 1 10.100 (3) Transactional (1) Only includes Florida clients currently under contract. Does not include previous clients. (2) Assuming all extensions are exercised (3) Estimated volume. Transactions in process. Financial Advisory Services for City of Clearwater 26 REFERENCES The references provided below can provide the City with a long-term perspective on PRAG’s service, experience and resources. Additional references are available upon request. We are proud of the service we offer and we encourage the City to contact our references. City of Tampa Sonya Little Chief Financial Officer 306 East Jackson Street, 8th Floor Tampa, Florida 33602 Sonya.Little@tampagov.net (813) 274-8151 Full Service Financial Advisor since 2005 Primary Advisor – Marianne Edmonds Services Provided:  Strategic Planning  Debt capacity analysis  Cash flow modeling  Bond Structuring  Bond issuance  Marketing strategy  Financial Planning Modeling  Stormwater Analysis  Ratings strategies Pinellas County Jim Abernathy Budget & Financial Management Analyst Pinellas County Office of Management & Budget 14 South Ft. Harrison Ave., 5th Floor Clearwater, FL 33756 jabernathy@pinellascounty.org (727) 453-3278 Full Service Financial Advisor since 2008 Primary Advisor – Marianne Edmonds Services Provided:  Strategic Planning  Debt capacity analysis  Cash flow modeling  Bond Structuring  Bond issuance  Marketing strategy  Financial Planning Modeling  Ratings strategies Hillsborough County Bonnie Wise Chief Financial Administrator 601 East Kennedy Boulevard, 26th Floor Tampa, Florida 33602 wiseb@hillsboroughcounty.org (813) 274-7418 Full Service Financial Advisor since 2012 (Previously 2006-2008) Primary Advisor – Wendell Gaertner Services Provided:  Strategic Planning  Debt Capacity Analysis  Cash Flow Modeling  Bond Structuring  Bond Issuance  Marketing Strategy  Transportation Analysis  Financial Modeling  Bank Loan Solicitation  Ratings Strategies  Impact Fee Auctions Manatee County Jan Brewer Director, Financial Management Department 1112 Manatee Avenue West Bradenton, Florida 34205 Jan.brewer@mymanatee.org (941) 745-3726 Full Service Financial Advisor since 2017 Primary Advisor – Wendell Gaertner Services Provided:  Strategic Planning  Education  Bond Issuance  Cross-Over Refunding  Bank Loan Extension  Rating Strategies  Debt Capacity Analysis Financial Advisory Services for City of Clearwater 27 Florida League of Cities Jeannie Garner Executive Director P.O. Box 10270 Tallahassee, Florida 32302 jgarner@flcities.com (850) 222-9684 Full Service Financial Advisor since 2012 Primary Advisor – Marianne Edmonds Services Provided:  Strategic Planning  Education  Pool Bond Structuring  Pool Bond issuance  Bank Loan Structuring  Marketing strategy  Ratings strategies Broward County George Tablack Finance Director 115 S. Andrews Avenue, Room 513 Fort Lauderdale, Florida 33301 gtablack@broward.org (954) 357-7246 Full Service Financial Advisor since 2008 Primary Advisor – Wendell Gaertner Services Provided:  Strategic Planning  Ratings Strategies  Bond Structuring  Bond Issuance  Marketing Strategy  Public-Private Partnership Analysis  Financial Modeling Miami-Dade County Arlesa Wood Director, Division of Bond Finance 111 NW 1st Street, Suite 2550 Miami, Florida 33128 Arlesa.Wood@miamidade.gov (305) 375-5147 Full Service Financial Advisor since 2006 Primary Advisor – Wendell Gaertner Services Provided:  Bond Issuance  Structuring  Refunding Analysis  Financial Modeling  Document Review  Rating Strategies  Public-Private Partnership Analysis  WIFA Loan Escambia County Amy Lovoy Assistant County Administrator 221 Palafox Place Pensacola, Florida 32502 allovoy@myescambia.com (850) 595-3935 Full Service Financial Advisor since 2018 Primary Advisor – Wendell Gaertner Services Provided:  Bond Issuance  Structuring  Refunding Analysis  Document Review  Rating Strategies State of Florida Ben Watkins Director, State of Florida Division of Bond Finance 1801 Hermitage Centre, Suite 200 Tallahassee, Florida 32308 Ben.watkins@sbafla.com (850) 488-4782 Financial Advisor since 1999 Primary Advisor – Marianne Edmonds Services Provided:  Strategic Advisory Services  Market Price Advisor Financial Advisory Services for City of Clearwater 28 TAB 4 DEMONSTRATED KNOWLEDGE 1. Explain the general financial character and environment currently impacting Florida municipalities Over the past year, the most pressing financial issue impacting Florida municipalities was the proposed constitutional amendment House Joint Resolution No. 7105 (“HJR 7105” or “Amendment 1”), which allowed voters to decide whether to expand Florida’s homestead exemptions. Many Florida municipalities began making plans for the potential negative impact to general fund revenues as a result of the additional (third) homestead exemption of $25,000 to qualifying properties under Amendment 1. As discussed in the City’s 2018/2019 budget, the City expected a reduction in ad valorem revenues of approximately 3% if Amendment 1 was approved and thus, adjusted property tax revenue projections accordingly. On November 6, 2018, Amendment 1 was defeated as it did not receive the required 60% supermajority vote to pass. As a result, Florida municipalities, including the City, will experience higher than anticipated growth in their future ad valorem revenues combined with already strong property value growth experienced over the past three to four years. In addition to the positive outcome related to Amendment 1, local governments in Florida have continued to experience a strong economic rebound following severe revenue declines during the financial crisis as property values plummeted and the economy suffered major job losses and the resulting impacts. Municipalities reacted by cutting staff and services, deferring maintenance and capital projects and utilizing reserves. Over the last several years property values have rebounded throughout the State from the lows in 2011 through 2013. Similar to the City, some local governments are beginning to see values reach the highs achieved in 2007-2009. As a result, municipalities implemented plans to enhance services, catch up on deferred maintenance and capital projects and begin to refill reserves. The City has experienced its sixth consecutive year of increased valuations since the recessionary years and most recently experienced a 9.8% increase in 2018 taxable property values, including new construction. The City has seen its total taxable assessed value rise from a low of $7.5 billion in 2012 to $11.2 billion in 2018, matching the highest level seen in 2017. The City was successful in managing expenditures during that period, with governmental fund expenditures peaking at $159 million in 2007, bottoming out at $128 million in 2012 and growing to $156 million in 2017, primarily due to increases in cultural and recreational expenditures. Although the overall economy in Florida remains strong, in certain areas, tax revenue growth is slowing, and general fund expenditures are beginning to outpace revenues. Statewide growth in tourism has continued to support increases in sales taxes and tourist development taxes (TDT) for local governments as well. For example, per the Florida Local Government Handbook, the total local governmental half-cent sales tax revenues distributed countywide in Pinellas County were an estimated $69.4 million in fiscal 2012 (with $5.6 million to Clearwater) versus a projected $92.4 million for fiscal 2019 (with $7.4 million to Clearwater). Similarly, TDT taxes have grown and in 2016, Pinellas County joined five other counties who had previously qualified for the 1% high tourism impact tax. Although the majority of Florida municipalities have experienced strong growth trends in these key revenue sources, governments must take into account potential future variances in sales tax revenues due to the population-based formula distribution and the restricted uses associated with tourist development taxes in their operating and capital plans. Local governments are also monitoring certain other revenue streams, such as Communications Services Taxes and Franchise Fees, which have experienced consistently declining trends in recent years. During the 2018 Legislative session CS/HB 7087 included certain property tax relief provisions related to hurricane damage, exemptions for veterans, and slight reductions and exemptions in sales taxes for certain items. On the positive side, it also allowed expanded use of TDT taxes. CS/HB 1073 initiates the Financial Advisory Services for City of Clearwater 29 process to create an online interactive repository for governmental financial statements. Also, of direct impact to Clearwater, HB 6731 provides a new process for public access for the beach area above the high-water mark. Locally, the reauthorization of Penny for Pinellas in November 2017 was critical for funding capital projects throughout Pinellas County. Since 1990, the City has received over $210 million of Penny for Pinellas dollars. The City has identified almost $140 million of potential projects for funding from the 2020-2030 Penny for Pinellas funding cycle, including major projects such as the Sand Key bridge replacement funds, utilities infrastructure, beach marina upgrades, public works improvements and athletic fields and facilities renovations, including financing a portion of the upgrades to Spectrum Field. Over the past couple of years, the City passed two major hurdles related to the Imagine Clearwater downtown redevelopment plan, with an approved City charter amendment in 2017, allowing the construction along the City’s downtown waterfront and a legislative amendment to the 1925 Special Act in 2018, allowing the City to relocate its concert band shell to a formerly restricted area. Currently, the City continues to focus on planning and design functions for Imagine Clearwater, with a focus on the concert band shell. The City should continue to monitor related increases in the City’s operational costs and evaluate financing alternatives associated with this project in the context of its overall long-term capital plans and changing external market factors. In addition to the Florida-specific issues discussed above, municipalities in Florida also face a changing capital markets environment. PRAG believes one of our most important roles is to help our clients manage change. Tax Law Changes: The Tax Cuts and Jobs Act of 2017 had significant impact on the municipal market both by eliminating advance refundings and reducing the corporate tax rate. Without the ability to issue tax-exempt advance refunding bonds issuers are considering alternatives such as taxable refundings, forward delivery bonds, strategic cash defeasance strategies and other hedges. The reduction in the corporate tax rate fundamentally changed the relationship of tax-exempt bank loans to the broader municipal market. Prior the 2017 tax law change, banks were taxed at the corporate tax rate of 35%, which was close to the top marginal individual tax rate. The value of tax-exemption, therefore, was generally similar for banks in the bank market and individuals who are the largest investors in the tax-exempt bond market. With the reduction in the corporate tax rate to 21% without a corresponding reduction in individual tax rates, the value of tax-exempt interest is less for banks than for individuals in the bond market. Nonetheless, we have continued to see banks remain interested in participating in tax-exempt bank loan transactions, albeit at a higher cost than the pre-tax reform market. For any financing, PRAG evaluates both a bank loan and bond issue structure to determine the most efficient financing structure, taking into account the specific credit, term, structure, and purpose in addition to any timing requirements, legal constraints and client objectives. Financial Industry Regulatory Changes: In the wake of the financial crisis, a range of new financial industry regulations have impacted municipal issuers, including MSRB Rule G-17 and the Municipal Advisor Rule. An example of how PRAG has assisted its clients in the implementation of the MA Rule has been to provide information as it became available, as well as to provide templates for use in posting reliance letters on issuer websites required to allow underwriters to call on municipalities. Challenging Markets: Markets periodically go through periods of disruption, as was seen during the financial crisis and more recently as a result of the 2016 Presidential election. PRAG has assisted issuers in determining how and when to enter the market during these times. PRAG’s advice depends on the market circumstances and the urgency of the client’s need to access the market. Financial Advisory Services for City of Clearwater 30 Rating Agency Changes: The last ten years have seen many changes in rating agency practices. While the rating factors themselves haven’t changed materially, the methodologies have in some cases. For example, both Moody’s and Standard & Poor’s have now moved away from more of a ‘black box’ methodology towards a ‘scorecard’ methodology for rating municipal credits. In some cases, these methodologies (particularly Standard & Poor’s) have positioned certain issuers for a potential rating upgrade. Earlier this year, S&P revised their criteria related to covenant to budget and appropriate non- ad valorem revenue debt in a favorable way for Florida issuers. Historically, non-ad valorem debt was typically rated one notch lower than an issuer’s issuer credit rating (ICR) or general obligation rating. Earlier this year, S&P issued new rating criteria earlier related to the non-ad valorem revenue pledge, which has allowed issuers to achieve ratings on their non-ad valorem debt equivalent to the issuer credit rating. PRAG works with issuers to evaluate the impact of these published metrics to make the case for a rating upgrade, both by focusing on the hard metrics and scores, as well as the ‘below the line’ adjustments that can affect the rating. Change in the Credit Enhancement Markets: The demise of municipal bond insurance has impacted many issuers, particularly those rated in the “A” category and lower. While this is not a major factor for the City’s prime credits, it could be a consideration for certain projects or credits, specially a financing related to Imagine Clearwater, depending on the final credit and security structure. Beginning in 2008 when bond insurers started to experience heavy losses and ratings downgrades and when auction rate securities began to unravel, demand for bank letters of credit soared, and pricing and terms became more onerous for municipal issuers. Over the ensuing years, the market for bank facilities moved more in the issuers’ favor. PRAG used these opportunities to obtain lower cost facilities for its clients, as well as to significantly improve terms. Changes in Disclosure Best Practices: Municipal disclosure has been continuously improving since the Orange County bankruptcy in 1994. More recently, the topic that has received the most disclosure-related attention has been the reporting of pension and OPEB obligations, again in response to a specific situation – the State of New Jersey, which the SEC charged with fraud in 2010 over its insufficient disclosure regarding pension funded status. PRAG has worked with issuers and their counsel to review and comment on expanded pension disclosure and has provided examples to issuers seeking to improve their disclosure. Recent amendments to SEC Rule 15c2-12 (the “Rule”) will impact required disclosures beginning in 2019. Although the Rule applies to broker-dealers acting as municipal securities underwriters and not to issuers, underwriters will depend on issuers to provide the necessary information to meet their obligations under the Rule. The amendments added two new events to the current list of 14 material events requiring prompt disclosure related to (1) disclosure of material bank loans and other significant privately transacted financial obligations, including derivatives and guarantees and (2) disclosure of defaults, modifications, or other similar events, that reflect financial difficulties. The compliance date is February 27, 2019, which is 180 days after publication of the SEC Release in the Federal Register. Continuing disclosure agreements with respect to covered offerings on or after this date must reflect these amendments. Financial Advisory Services for City of Clearwater 31 2. Describe innovations your firm has developed or been involved related to tax-exempt security issues – outlining the problem, solution, and results. The key to PRAG’s ability to deliver innovation is our platform that puts senior-level partners with a broad understanding of market, technical and legal developments in day-to-day contact with our clients and their specific financing needs. PRAG has developed and implemented many innovative solutions for issues facing our clients. ■ PRAG developed a call option model (State of New York) which utilizes, with binomial techniques, the refundability of an issue, thus providing a tool for optimizing refinancing strategies and to analyze the pricing of lower coupon callable bonds. ■ We introduced the initial “Promise and Performance” Strategy (District of Columbia) for rating agency presentations that has helped several clients secure rating upgrades over time. ■ We developed the first tobacco securitization (City of New York) in the country. ■ We worked on the first Rate Reduction Bond Program (State of California) in the nation. ■ PRAG proposed and helped implement the first commercial paper program (State of Connecticut) for both cash flow and capital funding requirements. ■ We were the first financial advisor to implement Build America Bonds (State of California). ■ We developed the first tax-exempt asset-backed program supported by income and sales tax revenues (New York City Transitional Finance Authority). ■ We structured competitive bidding of large bond issues by tranches with non-repeating maturities so the winning bidders do not compete with each other (State of California followed by the State of New York). While PRAG’s record of innovation illustrates the analysis and implementation strategies we use for all of our clients, we have examples of innovative problem solving we have used to benefit our local Florida clients. PROTECTING REVENUE SOURCES WHILE MAXIMIZING RATINGS. During our engagement with Hillsborough County, PRAG implemented a credit structure that allowed the County to “protect” its ability to collect the endangered Communication Services Tax (“CST”). This action was necessitated by continuing discussion about the reduction or elimination of the CST. Although the CST was already securing bonds as part of the capital improvement program, the County wanted to further protect its CST revenues by issuing bonds secured by the CST. This transaction was ongoing during the legislative session and, as we neared sale, the Governor had proposed cutting the State CST creating uncertainty that such cuts might extend to the local portion of the CST. There was also concern on how the rating agencies would view the CST credit with the possibility of reductions. Notwithstanding the legislative uncertainty, the County wanted to close the CST issue before the end of the legislative session. PRAG, working with the financing team, recommended two structural modifications to balance the County’s desires for a stand-alone CST financing against the potential credit and pricing implications. PRAG suggested that (i) the bonds include a debt service reserve fund and a covenant by the County to make up any draws upon the reserve from legally available non-ad valorem revenues, (ii) the definition of CST revenues include any replacement revenues that may be provided by the State, and (iii) the County explore the use of a surety to fund the reserve to minimize the costs associated with cash funding the reserve. PRAG then worked with surety providers to provide just a surety for the debt service reserve since there was no value in insuring the bonds. The ultimate cost of the debt service reserve surety was significantly lower than the cost of a cash funded reserve. The indirect support mechanism through the debt service Financial Advisory Services for City of Clearwater 32 reserve met the County’s goal pledging only CST revenues but allowed strong ratings of Aa1, AA and AA+ based on the County’s non-ad valorem ratings. DEVELOPING AND IMPLEMENTING AN IMPACT FEE CREDIT BUY-BACK PROGRAM. Hillsborough County has historically provided credits against future transportation impact fees to developers whose infrastructure investments benefit areas outside their development. By 2016 the amount of transportation offset credits had grown to $100 million with no stated expiration dates. The credits ranged from a few dollars to several million dollars and were utilized, sold, traded or otherwise exchanged on a regular basis. The County had transitioned from a transportation impact fee program to a broader mobility fee program and desired to reduce the amount of offset credits outstanding in order to reduce its liabilities and provide a process to utilize the credits for future economic development projects. Although this was not a bond related transaction, the County engaged PRAG to develop and implement a program that would provide an orderly and fair process for willing developers to sell their offset credits to the County at a discount. PRAG worked with the County’s finance, public works, transportation, legal and procurement specialists and developed a modified auction process in which the County would announce a specific amount of dollars it would use to buy offset credits. Owners of the credits could offer their credits for purchase at a discount. The County would buy the credits offered at the lowest discount first and continue purchasing at the next highest discount until all of the funding was used. After developing the concept PRAG worked with the County to document the process, develop the communication to the development community, meet with offset owners and obtain the required County board approvals. The first auction was held in July 2017. The County agreed to provide $10 million for the first auction, with the expectation to provide an additional $20 million for future auctions. Offset owners offered $21 million in credits with 42 individual bids at prices ranging from 48% to 80%. The auction is currently under final review by procurement to ensure all owners offering their credits are the registered owners. Once the review process is complete it appears that the County will have purchased over $15 million in credits for a $10 million investment. As a senior County official described “PRAG developed something that had never existed before.” Financial Advisory Services for City of Clearwater 33 3. For a unique facility program, explain the firm’s approach to the following: a. Indicate the steps your firm would follow in developing a financial plan and the corresponding duties and responsibilities the firm would assume. b. Describe the technical and legal support services available to your firm and how they would be utilized in the formulation of the financing plan. c. Indicate the extent to which your firm would consider alternatives to traditional municipal bonds in developing the financial plain; describe in detail your firm’s related experience, identify firm members and other personnel involve d in successfully designing and implementing alternative financing for municipal clients. d. Describe typical circumstances under which the firm would recommend competitive versus negotiated sales of debt issues. Indicate the role your firm would play as financial advisor under each method of sale. Describe your firm’s experience with each method of sale. e. Indicate the activities your firm would undertake in facilitating the sale and marketing of the City’s debt issue. Describe in detail related experience with such activities. f. Describe the duties and responsibilities the firm would perform and assume in a refunding operation for purposes of refinancing the City’s existing debt. Indicate the firm’s experience in this area. For our discussion of PRAG’s approach to developing and implementing a financial plan, we will focus our discussion on a future water and sewer revenue bond issue of the City. The City’s prior CIP anticipated a bond issue in Fiscal Year 2018 to fund approximately $70 million of water and sewer capital projects. Per the City’s Annual Operating and Capital Improvement Budget 2018/2019, the timing on many of those projects have been delayed and/or paid for directly by system revenues. Nonetheless, water and sewer projects represent the City’s major near-term debt financed capital needs per the approved 2018/2019 budget, The City anticipates bond funding of the following projects, totaling about $90 million, over the next six years to fund the following public utility projects: The total capital needs of the water and sewer systems exceeds $245 million are expected to be funded by a combination of bond funding, system revenues and the use of repair and replacement reserves. For this preliminary analysis we will focus on developing a financing plan outline for the first three years of the capital program since that represents the majority of the funding as well as the projects with the greatest certainty in terms of cost and timing. Future Water & Sewer Bond Funding 2018/19 2019/20 2020/21 2021/22 2022/23 2023/24 Total Sanitary Sewer Upgrades/Improvements 0 2,350,000 0 0 0 0 2,350,000 Marshall Street Upgrade/Improvements 0 15,200,000 5,800,000 3,000,000 0 0 24,000,000 East Plant Upgrades/Improvements 0 1,900,000 0 0 0 0 1,900,000 North East Plant Upgrades/Improvements 0 0 5,457,360 0 1,407,410 0 6,864,770 Facilities Upgrade & Improvement 0 950,000 750,000 2,100,000 100,000 100,000 4,000,000 Pump Station Replacement 0 2,000,000 2,600,000 2,200,000 0 0 6,800,000 Reclaimed Water Distribution System 0 450,000 850,000 950,000 450,000 450,000 3,150,000 Reverse Osmosis Plant at Reservoir #2 0 6,600,000 6,400,000 5,000,000 6,400,000 0 24,400,000 Reverse Osmosis Plant at WTP #3 0 625,000 7,800,000 0 0 0 8,425,000 Water System Upgrades/Improvements 0 0 3,400,000 1,400,000 1,400,000 1,400,000 7,600,000 Total Water and Sewer Bond Funding Requirements 0 30,075,000 33,057,360 14,650,000 9,757,410 1,950,000 89,489,770 City of Clearwater Annual Operating and Capital Improvement Budget, 2018/ 2019 Financial Advisory Services for City of Clearwater 34 PRAG’s objective is to provide our clients with the information they need to make informed and strategic decisions. For each financing, PRAG will work with the City to develop alternative structural approaches by varying assumptions (e.g. market conditions, timing, rate increases, credit ratings, reserve levels, capitalization, leverage, etc.), including analyses of potential outcomes, risks, and benefits, to facilitate informed decision-making. PRAG works with clients to address all of the financial aspects of any financing, taking into account both the immediate needs of the financing and the ongoing implications of the chosen financing strategy. The graphic below illustrates the steps PRAG follows when developing and implementing a financial plan. COORDINATING TRANSACTION TEAM. For the City’s future water and sewer financing, the first step PRAG would undertake is to develop the timetable and term sheet. We create a term sheet for each issue that is distributed along with the timeline and distribution list. The term sheet provides a short overview of the financing including the purpose, size, security, payment dates, legal covenants, parity debt, estimated coverage and other pertinent factors. The term sheet allows all parties to agree upon the important characteristics of the financing, makes drafting legal documents more efficient and highlights any issues that might impact the timeline. Bond attorneys have told us that they value the term sheets we create as it allows them to focus on outstanding issues and draft their documents more efficiently. Since the City has recently selected its underwriting pool for a five year period, PRAG would work with the City to develop a mini-rfp or utilize some other method of selecting the participants and roles for the financing. The City’s pool of Raymond James, Bank of America Merrill Lynch, Citi and JP Morgan should provide strong support for the City’s negotiated sales. Financial Advisory Services for City of Clearwater 35 STRUCTURING AND ANALYSIS. The timetable and term sheet also allows PRAG to determine whether a bond issue or bank loan is more appropriate and whether the structure and market conditions tend to favor a negotiated or a competitive sale. Although presented as a discrete task for purposes of the proposal, PRAG sees structuring and analysis as an ongoing operation throughout the process. Our level of analysis goes beyond merely the specific analysis for a particular structure but includes aspects such as the following: Refunding Opportunities. As PRAG develops financing plans for new money issues we review our client’s debt portfolio for refunding opportunities that could be combined with the new money issue. The City has proactively managed its debt portfolio and there do not appear to be any near-term current refunding candidates. PRAG will continuously monitor for opportunities and prior to issuing any additional debt, all options will be considered on a case-by-case basis. Timing of Issues. For the City’s proposed capital plan one of the most important structuring considerations is whether the City should issue bonds in multiple series or utilize a single issue. The current capital plan calls for bond funding needs of $30 million in FY20, $33 million in FY21 and $15 million in FY22 followed by significantly smaller needs in subsequent years. The primary consideration for a single issuance versus two consecutive issues is whether the cost of interest on a single issue minus investment return on the unused proceeds is a greater cost to the City than the cost of two issues along with the inherent interest rate risk. While the issuance of long-term fixed rate debt does not eliminate interest rate risk, it does cap the City’s costs and exposure. Interest rate risk is still reflected in the decision to enter the market on a particular day as well as in expected investment rates on the bond proceeds. A single issue of fixed rate bonds in FY20 to fund the following three years of the capital plan provides the City with the greatest amount of certainty as to future costs. Whether it is the optimal solution when compared to multiple issues, however, depends on future market conditions as well as the City’s confidence in its timing of work and expected draw schedule. Short Term Financing. As part of our analysis we evaluate the need for interim or short-term financing to implement the capital plan. PRAG assists and manages short-term financing programs including a $400 million commercial paper program for Miami-Dade County Water and Sewer Department. This involves creating the request for proposal, assisting with bank and credit facility selection, and ongoing management of maturing and issuing commercial paper. This facility was designed to be fixed out with a long-term debt issuance and continue to be utilized for short-term financing needs. The County decided to use a commercial paper program because they expect to borrow significant amounts on an on-going basis to fund their capital plan. We also implemented a line of credit interim funding vehicle for the City of Tampa, primarily to support their stormwater utility, which had some uncertain timing aspects. While a similar program could be available to the City, given the current expectations of the majority of the capital funding to occur over a two-year period, it does not appear short term financing would be cost effective for the City. Financial Advisory Services for City of Clearwater 36 DOCUMENT PREPARATION. As part of our financial advisory services, PRAG reviews all bond documents including resolutions, ordinances, indentures, offering documents, feasibility reports, bond purchase agreements and closing documents. We often draft the Notice of Sale and other bid documents for competitive sales. Drafting the bid documents allows us greater flexibility in tailoring the documents to the needs of our clients in light of current market conditions. PRAG supports clear, accurate, complete and timely disclosure and follows full disclosure guidelines. When issuing parity debt, such as additional water and sewer bonds, the existing bond covenants will drive most of the major documentation issues. In reviewing the City’s current covenants for the Water and Sewer System, the City currently maintains a rate covenant of 1.15x and the additional bonds test is 1.20x. With actual coverage above 3.0x supported by the increase in annual rate increases from 3.75% (per the prior rate study in July 2016) to 6.25% (per the updated rate study adopted in September 2017), the City may want to explore the costs and benefits of increasing its rate covenant to match its additional bonds test. While probably not enough to change the rating, such action could provide credit strength without impacting operations. CREDIT RATINGS. PRAG created a sample ratings matrix for the City’s water and sewer credit based on current financial data and Moody’s rating criteria. We prefer to use Moody’s criteria for the initial screen because Moody’s provides the most transparent quantitative framework for evaluation. We use custom spreadsheets based on Moody’s criteria which allow us to not only evaluate the City’s current financial position, but also to perform “what-if” scenarios to evaluate the rating sensitivities. In June 2018, Moody’s assigned the City an Issuer Credit Rating of Aa2. In that report Moody’s states “Under this methodology, ratings are typically banded within two notches of the GO rating, highlighting the linkage between a government's various debt securities. In this case, the City's issuer rating of Aa2 is on parity with both the city's water and sewer enterprise and stormwater enterprise ratings of Aa2.” This statement highlights the great credit strength of both the City’s general and utility credits. Even with the expected level of additional debt in the next couple of years, we would anticipate that the City’s high Financial Advisory Services for City of Clearwater 37 credit ratings be affirmed. Presented below is a draft Moody’s matrix with the inclusion of the City’s expected water and sewer debt. Based on these results, PRAG would expect Moody’s to maintain the City’s Aa2 rating. Notably, using our custom spreadsheet we adjusted each of the sub-factors and none of the individual changes had an impact on the indicated rating. PRICING / MARKETING. The method of sale is a choice driven by many considerations depending on the issuer, the size of the issue and its credit quality, and economic and non-economic factors. While competitive sales can result in lower borrowing costs for a well-known issuer with a straightforward credit and a moderately sized financing, bond issues that do not have these characteristics or are sold during periods of market volatility may favor the use of a negotiated sale. In addition, other factors may suggest the use of a negotiated sale, such as (i) the importance of a retail order period, (ii) the use of variable rate bonds, derivative products or new structures, (iii) an issuer’s interest in rewarding an investment bank for good service, well-priced credit products, ideas and advice, and (iv) other policy objectives. PRAG provides input or recommendations on the type of sale based on the circumstances of each transaction. PRAG’s role as a transaction advisor in both a competitive and a negotiated sale is very similar—the only major difference occurs during the marketing period. For competitive sales, PRAG focuses on designing bid parameters that accommodate investors’ demand and incorporate legal and financial constraints of the issuer. The goals are to allow the issuer more flexibility and greater likelihood of achieving the lowest cost of borrowing. We have relationships with the major investment banks who typically participate in competitive sales. Based on our experience, we Aaa Aa A Baa Weighing Estimated Sub-Rating (1)1. System Characteristics - 30% a) Asset Condition Net fixed assets divided by most recent year's depreciation, expressed in years > 75 years 75 years ≥ n > 25 years 25 years ≥ n > 12 years 12 years ≥ n > 9 years 10.0%A2 b) System Size (Most recent year's O&M expenditures)Water and/or Sewer; Solid Waste O&M > $65M $65M ≥ O&M > $30M $30M ≥ O&M > $10M $10M ≥ O&M > $3M 7.5%Aa2 C) Service Area Wealth Median family income of the service area, expressed as a percentage of the US Median.> 150% of US median 150% ≥ US median > 90%90% ≥ US median > 75%75% ≥ US median > 50%12.5%Aa3 a) Annual Debt Service Coverage Most recent year’s net revenues divided by most recent year’s debt service, expressed as a multiple > 2.00x 2.00x ≥ n > 1.70x 1.70x ≥ n > 1.25x 1.25x ≥ n > 1.00x 15.0%Aa3 b) Days Cash on Hand Unrestricted cash and liquid investments times 365 divided by operating and maintenance expenses, expressed in days > 250 Days 250 Days ≥ n > 150 Days 150 Days ≥ n > 35 Days 35 Days ≥ n > 15 Days 15.0%Aaa C) Debt to Operating Revenues Net debt divided by most recent year’s operating revenues, expressed as a multiple < 2.00x 2.00x < n ≤ 4.00x 4.00x < n ≤ 7.00x 7.00x < n ≤ 8.00x 10.0%Aa2 3. Financial Metrics - 40% a) Rate Management Excellent rate-setting record; no material political, practical, or regulatory limits on rate increases Strong rate-setting record; little political, practical, or regulatory limits on rate increases Average rate-setting record; some political, practical, or regulatory limits on rate increases Adequate rate-setting record; political, practical, or regulatory impediments place material limits on rate increases 10.0%Aa2 b) Regulatory compliance and capital planning Fully compliant OR proactively addressing compliance issues; Maintains sophisticated and manageable Capital Improvement Plan that addresses more than a 10- Actively addressing minor compliance issues; Maintains comprehensive and manageable 10-year Capital Improvement Plan Moderate violations with adopted plan to address issues; Maintains manageable 5- year Capital Improvement Plan Significant compliance violations with limited solutions adopted; Maintains single year Capital Improvement Plan 10.0%Aa2 4. Legal Provisions - 10% a) Rate Covenant Covenant governing net revenues (operating revenues minus operating expenditures net of depreciation) divided by annual debt service, expressed as a multiple > 1.30x ≥ n 1.30x > 1.20x ≥ n 1.20x > 1.10x ≥ n 1.10x > 1.00x 5.0%A2 b) Debt Service Reserve Requirement Debt service reserve requirement DSRF funded at MADS DSRF funded at lesser of standard 3-prong test DSRF funded at less than 3-prong test OR 5.0%Ba1 Aa2RATING ESTIMATE BEFORE NOTCHING 2. Financial Strength - 40% NO explicit DSRF; OR funded with speculative grade surety Moody's US Municipal Utility Revenue Methodology Dated 12/15/14 Financial Advisory Services for City of Clearwater 38 have found that, with enough advance notice and consultation, underwriters are willing to accommodate the needs of the issuer. For negotiated pricings, PRAG takes an integrated, data-driven approach to pricing bonds to achieve the best possible result for our clients. In the pricing process, PRAG provides our clients with the resources and recommendations to assist in fully evaluating and negotiating underwriting offers. Our process focuses on the key elements in a changing stream of relevant data to provide our clients with multiple opportunities to negotiate better pricing. PRAG’s analytical toolkit includes an internally developed option pricing model to determine the option adjusted yields of various coupons and call date alternatives. While the City of Clearwater has recently utilized negotiated sales, the City is an established issuer within the investment community and may benefit from a competitive sale. PRAG will provide careful examination of the pros and cons of these methods for each transaction to achieve the lowest cost of financing for the City. Timing. Our market information and advice is timely, accurate and independent, and we will use this information during the development of the City’s financing programs and debt issuances. We include expedited, yet reasonable, time for document preparation, review and the rating agency process as we remain steadfast in advising on the optimal time to enter the market based on market tone, competing issues and economic announcements. Pricing. When the bond sale is ready for marketing, PRAG focuses on achieving the best pricing by being aware of investor preferences and the flexibility afforded by the structure of the financing. We recognize that an efficiently priced bond transaction can save millions of dollars for an issuer and we place a great deal of emphasis on securing the optimal pricing. Following the electronic distribution of the preliminary official statement, firm personnel contact underwriting desks to make sure they received the document, answer questions and ask if they intend to bid and with which syndicate. We check the information posted on Parity. If necessary, we schedule meetings with syndicate desks of firms managing a syndicate. We have found that this marketing activity can result in one or two additional bids, thereby achieving more favorable results in many instances. Our firm reviews and verifies all bids submitted via Parity for compliance with bidding restrictions. PRAG developed its own model to calculate TIC precisely. PRAG also provides detailed market analyses of fees, spreads and interest rates for other issues with similar terms and conditions priced close to the date of pricing. During the actual pricing of the bonds, PRAG uses customized templates that interface with IPREO electronic order entry data to provide real- time summaries of pricing data relationships – spreads to Municipal Market Data Index (“MMD”), yield to maturity spreads to MMD, and orders as a percentage of available bonds (retail, priority, and member). Beginning at pre-pricing—that is, before the retail order period or the institutional order period in the absence of a retail order period — PRAG compiles and presents our clients with independent pricing comparable evaluated against market indices and a summary of relevant secondary market trading activity. In addition, we offer an independent opinion on price views and proposed preliminary scales based on this data, and make concrete suggestions to take advantage of relative value opportunities between different maturities and between different call and coupon options in the same maturity. As the pricing process continues, we refine our interest rate perspective based on changes in market indices, additional secondary market trading data and investor indications. Most importantly, we focus on the balance between supply and demand for the bonds being offered by examining the order book on multiple levels, including the level of subscription by priority, the concentration of orders and its effect Financial Advisory Services for City of Clearwater 39 on subscription levels, and the types of investors expressing interest. Not only do we advocate for appropriate pricing adjustments, but when transactions are under-subscribed, we also provide strategies to restructure the offering to mitigate the need for unfavorable adjustments whenever possible. PRE-CLOSING AND CLOSING. After pricing, PRAG coordinates the closing logistics and wire transfers. We prepare a detailed Closing Memo, which acts as both the funding guide for the day of closing as well as the final documentation of all cash transfers and costs of issuance payments, while also coordinating a settlement if that is necessary or attending the physical closing as well. For refunding transactions, PRAG competitively selects the verification agent and, in conjunction with bond counsel, determines the scope of the verification agent’s review. We review their reports and the resulting cash flow and yield certifications. POST CLOSING EVALUATION. After closing PRAG provides our clients with a bond sale analysis as a future reference book documenting the structure, pricing and market conditions during the sale. PRAG continues to monitor our client’s portfolio on an on-going basis for refunding opportunities and we maintain an open line of communication with the rating agencies. Financial Advisory Services for City of Clearwater 40 TAB 5 FEES FOR SERVICES The cost portion of the proposal should include the following elements: 1. Describe the firm’s proposed fee schedule for the requested services and for various alternative financing methods. Indicate the impact on the fee structure of a competitive sale versus a negotiated sale. 2. Consulting services may be requested in situations that do not involve a debt issue. Explain how the firm would be for such services, including a proposed billing procedure and rates. 3. Indicate the firm’s policy regarding out-of-pocket and/or indirect cost expenses; if such expense would be reimbursable from the City itemize the types of expenses and basis of billing by expenses type. 4. A listing of any and all additional charges not specifically identified herein. 5. Provide a complete listing of any convictions or fines incurred by the firm or any of its principals for violations of any state or federal law within the past (3) years. Identify firm’s executives who have current claims or who have participated in litigation against the City of Clearwater while with another firm. 1. Basic Fees for Bond-Issuance Related Services PRAG proposes the following fee schedule for debt-issuance related services. PRAG would charge the same fee for competitive or negotiated sales. The analysis of the method of sale will not impact our fee. Minimum fee – bond issue $20,000 Minimum fee – bank loan $15,000 Fee per bond First $25 million $0.90 $25 million - $50 million $0.75 $50 million - $100 million $0.65 Over $100 million $0.40 2. Consulting Services as directed by the City Due to PRAG’s business model of serving our clients with senior and experienced personnel, PRAG is often engaged to advise on non-bond related projects, or for projects in which a debt financing is not imminent. For such cases PRAG would propose the following fee schedule. Any consulting services would be at the direction of the City. Title Hourly Rate Senior Managing Director $275 Managing Director $200 Vice President $180 Assistant Vice President/Associate $150 Fees for consulting services will be invoiced monthly. PRAG bills in quarter hour increments. In lieu of an hourly rate structure, the City could opt for an annual retainer of $17,500, paid quarterly. The retainer would cover up to 20 hours of general advisory services per quarter, as requested by the City. Financial Advisory Services for City of Clearwater 41 3. Out of Pocket Expenses PRAG would expect to bill for out-of-pocket expenses for both debt issuance and non-debt issuance engagements at the following rates: Thomson Municipal Wire at cost Copying and Printing (outside service) at cost Conference Calls at cost Other Out of Pocket Expenses at cost Expenses, including overnight mail, parking, printing, and out-of-County travel shall be reimbursed at cost, consistent with Florida Statutes 112.061. With our office location only a half-hour from the City’s offices, PRAG will not bill the City for any travel mileage, rental cars, lodging or meals to or within Pinellas County. Expenses associated with debt transactions will be invoiced at closing. Expenses associated with consulting services will be invoiced monthly. 4. Additional Charges PRAG does not anticipate any additional charges in the normal course of business. PRAG is willing to negotiate special fee arrangements for special projects which may arise during the course of the contract. 5. Fines and Convictions and Claims against the City Neither PRAG nor PRAG’s personnel have any fines or convictions for violations of state or federal law. Neither PRAG nor PRAG’s personnel have any current or prior claims or litigation against the City. Financial Advisory Services for City of Clearwater 42 TAB 6 OTHER FORMS AND INFORMATION 1. Exceptions/Additional Materials/Addenda form Financial Advisory Services for City of Clearwater 43 2. Vendor Information form Financial Advisory Services for City of Clearwater 44 3. Offer and Acceptance form Financial Advisory Services for City of Clearwater 45 4. W-9 Form. All responses should include a fully completed, most current W-9 form. (http://www.irs.gov/pub/irs-pdf/fw9.pdf) Financial Advisory Services for City of Clearwater 46 Appendix A - Financial Statements Financial Advisory Services for City of Clearwater 47 Financial Advisory Services for City of Clearwater 48 Financial Advisory Services for City of Clearwater 49 Financial Advisory Services for City of Clearwater 50 Financial Advisory Services for City of Clearwater 51 Financial Advisory Services for City of Clearwater 52 Financial Advisory Services for City of Clearwater 53 Financial Advisory Services for City of Clearwater 54 Financial Advisory Services for City of Clearwater 55 Financial Advisory Services for City of Clearwater 56 Financial Advisory Services for City of Clearwater 57 Financial Advisory Services for City of Clearwater 58 Financial Advisory Services for City of Clearwater 59 Financial Advisory Services for City of Clearwater 60 Appendix B - Certificate of Liability Insurance 2018 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#19-5552 Agenda Date: 2/7/2019 Status: Consent AgendaVersion: 1 File Type: Action ItemIn Control: Gas System Agenda Number: 7.2 SUBJECT/RECOMMENDATION: Approve a Purchase Order for ANGI, Inc. of Janesville, WI, in the amount of $995,000 for the purchase of a mobile compressed natural gas unit, pursuant to Code of Ordinances Section 2.564 (1)(b)Sole Source, and authorize the appropriate officials to execute same. (consent) SUMMARY: Clearwater Gas System (CGS) has had numerous mechanical problems with the primary engine-driven compressor unit at the compressed natural gas (CNG) filling station, located at 1020 N Hercules Ave, Clearwater. This compressor unit was purchased from Universal Air and Gas Products, Inc., located in Norfolk, VA during the initial construction of the CNG station in 2011. As a result of mechanical failures, CGS has used a 3rd party vendor, Ultimate CNG, to provide mobile CNG refueling services. This service has been very costly as CGS waits for repair parts to be manufactured and shipped. Purchasing the ANGI mobile unit will give CGS the ability to provide the same service Ultimate CNG has provided in the past. In addition, the mobile unit will allow fueling at any remote location where natural gas is available. The unit will reside at the CNG filling station when not utilized for remote fueling. CGS is currently in the process of standardizing all compression equipment with ANGI compressors. Per Section 2.564 (1)(b), Code of Ordinances, ANGI, Inc. is the sole source provider, as they are the manufacturer of this equipment. Standardization of equipment minimizes the amount of repairs parts needed in the CGS warehouse and will streamline employee training on daily operations and maintenance of the CNG equipment. In addition, all ANGI compressors and parts are manufactured in the United States. As a result, any parts not on hand in the internal warehouse would be readily available from the manufacturer, as many CNG stations across the country have installed ANGI equipment. Purchasing the mobile compressor is the first step in the upgrades to the Hercules CNG filling station. The next step will be to issue a Request for Proposal for the appropriate upgrades to support the CNG station requirements over the next 10 years. APPROPRIATION CODE AND AMOUNT: A first quarter budget amendment will transfer $950,000 of gas revenues from capital project 96391, Gas System - Pasco Building Funds to capital improvement project 96387, Natural Gas Page 1 City of Clearwater Printed on 2/7/2019 File Number: ID#19-5552 Vehicle, to fund this contract. USE OF RESERVE FUNDS: N/A Page 2 City of Clearwater Printed on 2/7/2019   ANGI Contact: Graham Barker – (203) 394-7889 gbarker@angienergy.com ANGI REFUELING SYSTEM PROPOSALNEL ANGI Energy Systems, LLC p 800 955 4626 w angienergy.com e sales@angienergy.com P.O. Box 5216 Janesville, WI USA 53547-5216 Clearwater Gas ANGI Quotation Number QS0228728 Rev. 0 BUDGETARY | December 21, 2018 Attention: Bob Jaeger Submitted by email: bob.jaeger@clearwatergas.com Note: Photos are for reference only and may not reflect exactly actual equipment offered. 1. ANGI NG300G Portable Trailer Package 1A. ANGI NG300G Simplex Compressor Package  Ariel JGQ/2, 4 stage reciprocating compressor  682 SCFM capacity @ 98 PSIG compressor inlet pressure (236 HP) 4500 PSIG discharge – design 1/maximum  377 SCFM capacity @ 50 PSIG compressor inlet pressure (155 HP) 4500 PSIG discharge – design 2 o 342 SCFM flow capacity @ 43 PSIG compressor inlet pressure (147 HP) – minimum  Flows calculated at 105 deg F ambient  Gas cooling to 15 deg F above ambient temperature  Standard ANGI enclosure & exhaust design  Inlet pressure regulated by others as required  276 BHP, Caterpillar Model 3406TA natural gas engine with electric starting system, 120V lube oil heater, and 120V coolant heater  Allen Bradley CompactLogix PLC with Red Lion 7” color touch screen interface o Centralized control of equipment o Incorporated communication panel with data logging, fault notification and web hosted remote monitoring via cellular modem  Protective enclosure includes sound attenuation, interior light, and gas detector  Standard operating temperatures -20 to 105°F  Complete trailer package weight TBD NOTES: The Caterpillar engine factory emission rating is US EPA Stationary use and NSPS (New Source Performance Standard) compliant by utilizing a three-way catalyst and air fuel ratio controller with NOx emissions levels of 0.25 g/HP/hr, CO emissions levels of 030 g/HP/hr and NMNEHC emissions levels of 0.20 g/HP/hr. It is the customer’s responsibility to coordinate and complete local site emissions testing to demonstrate compliance to the US EPA NSPS. The customer MUST confirm the emissions values for this engine meet the permit, and it is their responsibility to ensure that they are in compliance with the applicable regulation or permit. Pricing for any additional local, state, or federal air quality requirements, permits, or certificates, if applicable, are not included in this proposal and are the responsibility of the customer. This compressor package does not have 3rd party certification as standard. This certification can be provided for additional cost. Recommended spare parts are shown in the optional equipment section, not included in the base proposal.   ANGI Contact: Graham Barker – (203) 394-7889 gbarker@angienergy.com ANGI REFUELING SYSTEM PROPOSALNEL ANGI Energy Systems, LLC p 800 955 4626 w angienergy.com e sales@angienergy.com P.O. Box 5216 Janesville, WI USA 53547-5216  For current and future ANGI Energy customers, the ANGI CNG Live application makes checking the status of your ANGI compressed natural gas (CNG) equipment easier than ever. The application provides you with 24/7 remote access to the operating status of your ANGI CNG sites from anywhere in the world. See brochure for more details. Note: Photos are for reference only and may not reflect exactly actual equipment offered. 1B. CNG Dryer  Single non- regen tower with dewpoint sensor  Rated 750 SCFM at 100 PSIG  Estimated 2 PSI pressure drop at above flow  Mounted on trailer - unenclosed   ANGI Contact: Graham Barker – (203) 394-7889 gbarker@angienergy.com ANGI REFUELING SYSTEM PROPOSALNEL ANGI Energy Systems, LLC p 800 955 4626 w angienergy.com e sales@angienergy.com P.O. Box 5216 Janesville, WI USA 53547-5216 1C. Compressor Discharge Buffer Storage  Small volume storage vessels to help prevent the compressor from “deadheading” during fueling  Mounted on trailer - unenclosed 1D. ANGI Fast Fill Hose Post  Single 1” line supply  Single OPW CT1000 nozzle  15’ Hose Length with retractor included (3/8” fill with 3/8” vent)  Hose assembly is pressure tested  Pressure/temperature compensation  ESD pushbutton located close to fill hose  Mounted on trailer - unenclosed 1E. Valve Panel  One (1) unmetered compensated fast fill hose post outlet  One (1) unmetered/uncompensated trailer outlet connection for connection to existing site valve panels  Equipped with manual isolation valves and ESD valves  Mounted on trailer 1F. Power Distribution Panel  One (1) 120V power distribution panel in a NEMA 3R enclosure with circuit breakers/fuses for all on skid components.  Mounted on trailer 1G. Remote ESD Button  One (1) ESD button attached to a 25’ cord to comply with NFPA 52. 1H. Battery Charger  One (1) Class 1, Division 1 Explosion Proof battery charger. 1I. ANGI Trailer Integration:  All the above equipment is factory mounted and integrated onto a common trailer  Includes piping and supports along with skid wiring for all components  Off-skid plumbing required by contractor for gas service to and from the trailer  Off-skid electrical required by contractor to the trailer 2. Trailer Connection Materials  One 3” x 20’ long flexible quick connect hose for compressor inlet  One ¾” x 20 long flexible quick connect hose for compressor outlet to site  Does not include site pressure regulator and relief valve, isolation valves etc.   ANGI Contact: Graham Barker – (203) 394-7889 gbarker@angienergy.com ANGI REFUELING SYSTEM PROPOSALNEL ANGI Energy Systems, LLC p 800 955 4626 w angienergy.com e sales@angienergy.com P.O. Box 5216 Janesville, WI USA 53547-5216 3. Estimated Start-up and Orientation All ANGI Commissioning Services contained in this proposal are based upon a Time & Materials format. The dollar amount included in the pricing sheet is an ESTIMATED ALLOWANCE amount anticipated for this service. It is based upon travel, expenses and labor for one (1) ANGI technician and one (1) local CAT technician for three (3) days onsite. All work is planned to be undertaken during normal working hours. Plumbing, Electrical and other appropriate contractors must be present or readily available during startup, and vehicles will be required during the commissioning period. As there are many site conditions outside of ANGI’s control, the actual cost to perform this service will be invoiced based upon the technicians’ and engineer’s time on site, expenses etc. in accordance with ANGI Published Service Rates. Commissioning of the ANGI supplied equipment will include the following:  Review/check installation by site contractor  Verify wiring and communication between all components  Start compressor and fill a vehicle/trailer  Verify operation of safety systems  Perform basic station orientation/training 4. Estimated Shipping to Site of All Listed Equipment  This cost covers towing the trailer from Janesville, WI to Clearwater, FL. 5. Instruction Manuals  One (1) electronic copy (Electronic Manual Delivery) is provided as standard via ANGI Share Point  Additional copies, other formats or customized content available upon request (may be subject to additional charges) 6. Tariff and Material Surcharge  Included in pricing OPTIONAL EQUIPMENT Note: Photos are for reference only and may not reflect exactly actual equipment offered.   ANGI Contact: Graham Barker – (203) 394-7889 gbarker@angienergy.com ANGI REFUELING SYSTEM PROPOSALNEL ANGI Energy Systems, LLC p 800 955 4626 w angienergy.com e sales@angienergy.com P.O. Box 5216 Janesville, WI USA 53547-5216 7. NG300E Spare Parts Kit Options for Ariel 4-Stage Compressor Configuration:  Recommended Startup Consumables: o Oil (5-gallon pail), Oil Filter, Inlet Filter Element, Interstage Filter Elements, Final Filter Elements, O-Ring SAE Kit and O-Ring Seal-Lok Kit  Level 1 Spare Parts: o Includes Consumables (see list above), Compressor Valves w/gaskets and O-rings, Compressor Valve Rebuild Kit, Pressure Transducers, Control Pressure Regulator and RTD  Level 2 Spare Parts: o Includes Level 1 Spare Parts Kit (see list above), Compressor Piston Rings, 3-way Solenoid valve, Packing Rebuild Kit, Distribution Block Set w/Prox Switch, Purge Tool and Receiver Regulator  Interval Inspection Gaskets and Seals: o Top Cover, Side Cover, Suction/Discharge Valve Cap Gaskets and Seals  ANGI is pleased to offer a 25% discount on any Spare Part Kits listed below when combined with your new equipment purchase. (Sell price below reflects 25% discount) **Order must be received within 30 days of equipment purchase** WARRANTY: ANGI is offering our standard one (1) year parts only warranty described in our Standard Terms and Conditions of Sale – which does not cover consumable components or labor. The equipment must be maintained in accordance with the instructions in the operations manual and utilize ANGI supplied spare parts to maintain warranty. In addition, ANGI passes through any major component warranties. EQUIPMENT CERTIFICATIONS: ANGI Industrial Control Panels are supplied as standard with MET Laboratories, Inc. 3rd party certification with our Listing Number E212521, and are designed/certified to:  UL 508A Industrial Control Panels  CSA 22.2 14 - 10 Industrial Control Equipment  UL 698A Industrial Control Panels Relating to Hazardous (Classified) Locations  UL 1203 Explosion-Proof and Dust-Ignition-Proof Electrical Equipment for Use in Hazardous Locations  CSA C22.2 No. 30-M1986 (R2012) Explosion-Proof Enclosures for Use in Class I Hazardous Locations  NFPA 496 - 2013 Standard for Purged and Pressurized Enclosures for Electrical Equipment *Note* ANGI Industrial Control Panels are also UL Listed under one of several UL Certifications. These Control Panels are utilized on the Compressor Skids, Motor Starter Panels, Valve panels, etc.   ANGI Contact: Graham Barker – (203) 394-7889 gbarker@angienergy.com ANGI REFUELING SYSTEM PROPOSALNEL ANGI Energy Systems, LLC p 800 955 4626 w angienergy.com e sales@angienergy.com P.O. Box 5216 Janesville, WI USA 53547-5216 PRICING FOR PROPOSAL QS0228728 Budgetary REV. 0 - Clearwater ITEM EQUIPMENT DESCRIPTION QTY UNIT PRICE TOTAL PRICE BASE PROPOSAL 1 Trailer Mounted, Engine Driven Portable Compressor 1 $946,806.00 $946,806.00 1A ANGI NG300G Engine Driven Compressor 1 Included Included 1B ANGI Single Tower, Non- Regen Dryer 1 Included Included 1C Discharge Buffer Storage 1 Included Included 1D ANGI Unmetered Fast Fill Hose 1 Included Included 1E Valve Panel, 1IN 2OUT 1 Included Included 1F 120V Power Distribution Panel 1 Included Included 1G Remote ESD Button 1 Included Included 1H On Skid Battery Charger 1 Included Included 1I Trailer Integration 1 Included Included 2 Compressor Connection Materials 1 $6,221.00 $6,221.00 3 Estimated Commissioning 1 TBD TBD 4 Estimated Freight 1 TBD TBD 5 Manuals 1 Included Included 6 Tariff & Material Surcharge 1 Included Included TOTAL BASE PRICE: $953,027.00 OPTIONAL EQUIPMENT 7A Start Up Consumable Spares 1 $2,050.00 $2,050.00 7B Level 1 Spares 1 $7,570.00 $7,570.00 7C Level 2 Spares 1 $13,915.00 $13,915.00 7D Interval Inspection Spares 1 $90.00 $90.00 Qualifications:  Proposal is firm and valid for 60 days.  All prices are in US Dollars.  Prices do not include any applicable taxes.  Start-up by an ANGI certified technician is shown as a separate line item but is required to validate warranty  System will be designed in accordance with US requirements.  Drawings included with this proposal are for information only  Met Lab electrical certification is included only for the items listed under “Equipment Certifications” above. Additional item certification or alternate certification is available (additional costs would apply).  Delivery: 28 – 30 weeks from accepted purchase order. Schedule may vary due to production schedule, submittal review by end-user, inspection holds initiated by end user and availability of long lead items, and will be confirmed at time of order.  This quotation subject to ANGI Energy's standard warranty and comments and exceptions to the IFB transmitted with this proposal.  This quotation does not include any civil work, installation, underground piping, site design, permitting, or bonding. ANGI’s scope includes only CNG related equipment and services, specifically identified.  Ariel compressor flow rates are estimated per Ariel run program qualifications, which include plus or minus 6% variance.  If your project experiences construction related delays after completion of your order, ANGI will hold your equipment for up to 60 days at ANGI’s facility if we have a signed bill and hold letter from your company. This added service is free of charge. However, after 60 days, due to space constraints ANGI can no longer store the equipment and therefore you will need to ship the equipment to your jobsite or to your designated storage location. ANGI can provide recommended offsite storage location information. Ariel Performance Company:Ariel Corporation Customer: Quote: Inquiry: 7.7.6.0 Case 3:97 High Design @ 105 Amb Project:Clearwater Gas Compressor Data:Driver Data: Elevation,ft: 318.00 Barmtr,psia: 14.526 Ambient,F: 105.00 Type: Nat. Gas Frame: JGQ/2 Stroke, in: 3.00 Rod Dia, in: 1.125 Mfg: Caterpillar Max RL Tot, lbf: 20000 Max RL Tens, lbf: 10000 Max RL Comp, lbf: 11000 Model: G3406 TA Rated RPM: 1800 Rated BHP: 280.0 Rated PS FPM: 900.0 BHP: 276 Calc RPM: 1800.0 BHP: 236 Calc PS FPM: 900.0 Avail: 276 Services Service 1 Gas Model VMG-APRNGL2 Stage Data: 1 (SG) 2 3 4 Target Flow, SCFM 650.000 650.000 650.000 650.000 Flow Calc, SCFM 682.903 682.904 682.913 682.904 BHP per Stage 60.9 46.5 68.8 54.0 Specific Gravity 0.5900 0.5903 0.5903 0.5903 Ratio of Sp Ht (N) 1.2800 1.2795 1.2824 1.2803 Comp Suct (Zs) 0.9789 0.9612 0.9321 0.8455 Comp Disch (Zd) 0.9744 0.9595 0.9520 0.9978 Pres Suct Line, psig 98.00 N/A N/A N/A Pres Suct Flg, psig 98.00 292.49 546.53 1686.11 Pres Disch Flg, psig 298.16 556.53 1704.04 4545.14 Pres Disch Line, psig N/A N/A N/A 4500.00 Pres Ratio F/F 2.779 1.860 3.063 2.681 Temp Suct, F 60.00 120.00 120.00 120.00 Temp Clr Disch, F 120.00 120.00 120.00 120.00 Cylinder Data: Throw 2 Throw 2 Throw 1 Throw 1 Cyl Model 8SP-HE 4-3/8SP-CE 3-5/8SG-CE 1-3/4SG-FS- HE Cyl Bore, in 7.500 4.375 3.625 1.750 Cyl RDP (API), psig 400.0 850.0 2318.2 5545.5 Cyl MAWP, psig 440.0 935.0 2550.0 6100.0 Cyl Action HE CE CE HE Cyl Disp, CFM 138.1 43.9 29.1 7.5 Pres Suct Intl, psig 88.36 257.81 516.29 1674.44 Temp Suct Intl, F 66 124 125 123 Pres Disch Intl, psig 322.01 626.92 1807.95 4646.95 Temp Disch Intl, F 221 244 308 269 HE Suct Gas Vel, FPM 9698 0 0 2687 HE Disch Gas Vel, FPM 8660 N/A N/A 4904 HE Spcrs Used/Max 0/2 N/A N/A N/A HE Vol Pkt Avail 1.49+67.99 N/A N/A No Pkt Vol Pkt Used 0.00 (V) % N/A % N/A % No Pkt HE Min Clr, % 23.56 N/A N/A 24.32 HE Total Clr, % 25.05 N/A N/A 24.32 CE Suct Gas Vel, FPM 0 11624 7917 0 CE Disch Gas Vel, FPM N/A 11104 8091 N/A CE Spcrs Used/Max N/A 1/2 N/A N/A CE Min Clr, % N/A 16.57 22.12 N/A CE Total Clr, % N/A 25.46 22.12 N/A Suct Vol Eff HE/CE, % 63.3/N/A N/A/79.9 N/A/63.8 74.1/N/A Disch Event HE/CE, ms 5.6/N/A N/A/8.7 N/A/6.2 6.2/N/A Suct Pseudo-Q HE/CE 7.9/N/A N/A/10.3 N/A/6.5 0.9/N/A Gas Rod Ld Comp, % 70.5 C 70.5 C 97.2 C 97.2 C Gas Rod Ld Tens, % 77.5 T 77.5 T 85.1 T 85.1 T Gas Rod Ld Total, % 77.5 77.5 96.0 96.0 Xhd Pin Deg/%Rvrsl lbf 134/77.8 134/77.8 172/58.8 172/58.8 Flow Calc, SCFM 682.903 682.904 682.913 682.904 Cyl BHP 60.9 46.5 68.8 54.0 12/21/2018 08:17:14 Note: BOLD=Out of Limits, ITALIC=Special Appl, BOLD=Review Base: 14.70 psia, 60.0 F Page: 1 of 1 File: C:\Users\dhicks\Fortive\ANGI Sales - SyncData\Dan\00 Graham\2018 - Graham\Clearwater Gas\ENGINE\40697 Ariel Run - Engine Drive - ED G3406 276 Bhp.RUN CNG/GNC Case:3 - Pkg:1 Ariel Performance Company:Ariel Corporation Customer: Quote: Inquiry: 7.7.6.0 Case 2:50 Design @ 105 Amb Project:Clearwater Gas Compressor Data:Driver Data: Elevation,ft: 318.00 Barmtr,psia: 14.526 Ambient,F: 105.00 Type: Nat. Gas Frame: JGQ/2 Stroke, in: 3.00 Rod Dia, in: 1.125 Mfg: Caterpillar Max RL Tot, lbf: 20000 Max RL Tens, lbf: 10000 Max RL Comp, lbf: 11000 Model: G3406 TA Rated RPM: 1800 Rated BHP: 280.0 Rated PS FPM: 900.0 BHP: 276 Calc RPM: 1800.0 BHP: 155 Calc PS FPM: 900.0 Avail: 276 Services Service 1 Gas Model VMG-APRNGL2 Stage Data: 1 (SG) 2 3 4 Target Flow, SCFM 650.000 650.000 650.000 650.000 Flow Calc, SCFM 377.205 377.205 377.204 377.209 BHP per Stage 34.9 29.0 42.9 41.9 Specific Gravity 0.5900 0.5897 0.5897 0.5897 Ratio of Sp Ht (N) 1.2754 1.2718 1.2738 1.2801 Comp Suct (Zs) 0.9879 0.9768 0.9552 0.8721 Comp Disch (Zd) 0.9847 0.9745 0.9626 1.0191 Pres Suct Line, psig 50.00 N/A N/A N/A Pres Suct Flg, psig 50.00 165.94 343.45 1211.58 Pres Disch Flg, psig 170.94 353.45 1227.19 4545.14 Pres Disch Line, psig N/A N/A N/A 4500.00 Pres Ratio F/F 2.874 2.039 3.469 3.719 Temp Suct, F 60.00 120.00 120.00 120.00 Temp Clr Disch, F 120.00 120.00 120.00 120.00 Cylinder Data: Throw 2 Throw 2 Throw 1 Throw 1 Cyl Model 8SP-HE 4-3/8SP-CE 3-5/8SG-CE 1-3/4SG-FS- HE Cyl Bore, in 7.500 4.375 3.625 1.750 Cyl RDP (API), psig 400.0 850.0 2318.2 5545.5 Cyl MAWP, psig 440.0 935.0 2550.0 6100.0 Cyl Action HE CE CE HE Cyl Disp, CFM 138.1 43.9 29.1 7.5 Pres Suct Intl, psig 44.53 145.91 324.66 1203.44 Temp Suct Intl, F 66 124 126 125 Pres Disch Intl, psig 184.87 397.40 1299.87 4637.70 Temp Disch Intl, F 224 254 323 324 HE Suct Gas Vel, FPM 9698 0 0 2687 HE Disch Gas Vel, FPM 8660 N/A N/A 4904 HE Spcrs Used/Max 0/2 N/A N/A N/A HE Vol Pkt Avail 1.49+67.99 N/A N/A No Pkt Vol Pkt Used 0.00 (V) % N/A % N/A % No Pkt HE Min Clr, % 23.56 N/A N/A 24.32 HE Total Clr, % 25.05 N/A N/A 24.32 CE Suct Gas Vel, FPM 0 11624 7917 0 CE Disch Gas Vel, FPM N/A 11104 8091 N/A CE Spcrs Used/Max N/A 1/2 N/A N/A CE Min Clr, % N/A 16.57 22.12 N/A CE Total Clr, % N/A 25.46 22.12 N/A Suct Vol Eff HE/CE, % 61.5/N/A N/A/76.3 N/A/56.6 58.5/N/A Disch Event HE/CE, ms 5.4/N/A N/A/8.1 N/A/5.6 4.7/N/A Suct Pseudo-Q HE/CE 7.8/N/A N/A/10.2 N/A/6.3 0.9/N/A Gas Rod Ld Comp, % 42.4 C 42.4 C 98.6 C 98.6 C Gas Rod Ld Tens, % 50.7 T 50.7 T 65.1 T 65.1 T Gas Rod Ld Total, % 48.7 48.7 86.8 86.8 Xhd Pin Deg/%Rvrsl lbf 177/59.7 177/59.7 149/37.8 149/37.8 Flow Calc, SCFM 377.205 377.205 377.204 377.209 Cyl BHP 34.9 29.0 42.9 41.9 12/21/2018 08:18:41 Note: BOLD=Out of Limits, ITALIC=Special Appl, BOLD=Review Base: 14.70 psia, 60.0 F Page: 1 of 1 File: C:\Users\dhicks\Fortive\ANGI Sales - SyncData\Dan\00 Graham\2018 - Graham\Clearwater Gas\ENGINE\40697 Ariel Run - Engine Drive - ED G3406 276 Bhp.RUN CNG/GNC Case:2 - Pkg:1 Fuel for the world ahead. ANGI CNG Live ANGI CNGI Live Highlights For current and future ANGI Energy customers, the ANGI CNG Live application makes checking the status of your ANGI compressed natural gas (CNG) equipment easier than ever. The application provides you with 24/7 remote access to the operating status of your ANGI CNG sites from anywhere in the world. > Compatible with most smart phones: Supports iPhone 5/6, iPad 4+,Google Nexus 5/6, and other Android smart phones. > Easily accessible: Available for free download through the Apple App Store and Google Play. > Intuitive interface: User friendly graphical interface scalable for any site configuration. > Live equipment data: Supports current ANGI hardware — compressors, boosters, dryers, dispensers, and most valve panels. > Historic reports: Includes reports of 6 key parameters (compressor pressure / temperature / run timer, dispenser fill / totals, site alarms). > Seamless integration: Connects with new CP-400’s delivered starting in Q4 2016 automatically. > Existing site compatibility: Any site that includes a CP-400 unit with ANGI server connectivity can be setup for a fee. To upgrade your site, contact ANGI Customer Service at +1 (800) 934-5219, reference Part Number E90-15-001. Welcome User www.angienergy.com ANGI CNG Live Map View Site View User Site Report View Equipment View STANDARD TERMS AND CONDITIONS OF SALE UNITED STATES & CANADA ANGI ENERGY SYSTEMS, LLC (“SELLER”) agrees to sell to BUYER equipment and/or services described and listed in the Proposal (hereinafter “EQUIPMENT,” “GOODS,” and/or “SERVICES”) subject to the following terms and conditions as follows: 1. Acceptance. The following terms and conditions of sale are applicable to all quotations and purchase orders and are the only terms and conditions applying to the sale of Seller’s products or services except those that relate to prices, quantities, delivery schedules, and the description and specifications of the products. Seller hereby objects to and rejects any other terms and conditions appearing on, incorporated by reference in or attached to a purchase order. Buyer’s acceptance of products or services called for in said purchase order shall constitute its acceptance of the following terms and conditions. 2. Billing and Payment. Unless otherwise agreed to in writing, Buyer shall make payments to Seller according to the following progress payment schedule:  Twenty percent (20%) of the total purchase price as a down payment to be remitted simultaneously with the written purchase order.  Twenty percent (20%) of the total purchase price upon receipt of submittals and prior to ordering of major components.  Twenty percent (20%) of the total purchase price upon written notice of commencement of assembly.  Twenty percent (20%) of the total purchase price upon completion of factory acceptance testing.  Twenty percent (20%) of the total purchase price Net 60 days from factory acceptance testing. (a) Payment shall be due within 30 days from date of invoice unless otherwise agreed to in writing by Seller. Payment terms are subject to approval of Seller’s credit department. Seller reserves the right to impose finance charges which is the lower one and one-half percent (1½%) per month or the highest rate allowed by law on any amount which becomes past due and delinquent. However, if in Seller’s opinion, Buyer’s financial condition reasonably appears to call for such action, Seller may require payment in advance. (b) Prices quoted are exclusive of, and Buyer agrees to pay, any foreign, federal, state or local excise, sales, use, personal property or any other taxes or duties, excepting only taxes based on Seller’s income. Any certificates or other evidence of applicable exemptions to such taxes or duties must be made available to Seller prior to invoicing or such taxes or duties will be charged to Buyer, provided, however, that if Seller does not collect such items from Buyer and is later requested or required to pay the same to any taxing authority, Buyer will promptly make such payment to Seller or, if requested by Seller, directly to such taxing authority. (c) If any particular invoice is not paid when due, Buyer agrees to pay all collection costs if this account is referred outside for collection or, if suit is brought to collect this account, Buyer agrees to pay all costs and reasonable attorneys’ fees, including all costs and reasonable attorneys’ fees incurred on any appeal to an appellate court. 3. Place of Delivery, Method of Tender, and Transfer of Title. (a) Sales within U.S. Delivery terms and pricing for sales within the United States are CPT (Incoterms 2010) Buyer’s destination (“Place of Destination”) unless otherwise agreed to in writing by Seller. Seller shall arrange for transportation of the goods ordered by an appropriate means of transportation. Freight is Pre-paid from Seller’s Dock (“Point of Delivery”) and incurred after the goods are delivered to the carrier from Point of Delivery to the Place of Destination. Risk of loss of or damage to the goods or any part of the goods shall pass to the Buyer upon delivery to carrier at the Point of Delivery, and Buyer shall have the responsibility of filing any damage claims with the carrier. Buyer shall arrange for applicable insurance covering the goods from Point of Delivery to their Place of Destination. Legal title to the goods shall pass to Buyer at the Point of Delivery. (b) Sales outside of U.S. Delivery terms and pricing for export sales are FCA (Incoterms 2010) Seller’s Dock, ANGI Factory Janesville, WI (“Point of Delivery”) unless otherwise agreed to in writing by Seller. Seller shall arrange for transportation of the goods ordered by an appropriate means of transportation and pay all inland freight charges from Point of Delivery to the first USA port of export unless otherwise agreed to in writing by Seller. Buyer shall arrange for applicable insurance covering the goods during transit to their destination. Where Buyer requires special delivery requirements, any special expense is to be borne by the Buyer, including special handling, packaging and additional freight charges. When “export packing” is required, any extra charges such as export duties, licenses, fees and the like shall be borne by Buyer. Risk of loss of or damage to the goods or any part of the goods shall pass to the Buyer upon delivery to carrier at the Point of Delivery, and Buyer shall have the responsibility of filing any damage claims with the carrier. This order is subject to Seller’s ability to obtain export licenses and other necessary papers within a reasonable period. Buyer will furnish all Consular and Customs declarations and will accept and bear all responsibility for penalties resulting from errors or omissions thereon. Buyer shall not re-export the goods or items which incorporate the goods if such re-export would violate applicable export laws. Legal title to the goods shall pass to Buyer at the Point of Delivery, except for sales to Canada or Central or South America (excluding Mexico), in which case legal title to the goods shall pass to Buyer when the goods cross an international border (including without limitation entering international waters), or at such later point as may be agreed to in writing by Seller. 4. Installation. Unless otherwise specified in writing on a quotation provided by an authorized representative of Seller, Buyer assumes responsibility for installation. Seller agrees to make installation and on- site technical support services available at Seller’s then-prevailing rates, unless otherwise specified in an initial purchase order or contract proposal. 5. Maintenance. Buyer assumes responsibility for maintenance on the goods sold to Buyer. Seller agrees, however, to make maintenance services available at its then-prevailing rates. 6. Warranties. Seller warrants its equipment parts and supplies in accordance with its standard warranty policies. A written copy of these policies accompanies these terms and conditions or is available upon request. THESE WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. NO EMPLOYEE OR AGENT OF SELLER, OTHER THAN AN OFFICER OF SELL, IS AUTHORIZED TO MAKE ANY WARRANTY IN ADDITION TO THE FORGOING. 7. Limitation of Buyers Remedies. IN NO CASE SHALL SELLER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGE BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLEGENCE, STRICT TORT, OR ANY OTHER LEGAL, EQUITABLE, OR STATUTORY CLAIM, CAUSE OF ACTION, OR LEGAL THEORY. IN ANY EVENT, SELLER SHALL BE SOLELY LIABLE FOR ACTUAL DAMAGES CAUSED BY SELLER’S BREACH AND SELLER’S MAXIMUM LIABILITY HEREUNDER, REGARDLESS OF THE LEGAL THEORY, SHALL NOT EXCEED THE CONTRACT PRICE OF THE GOODS FURNISHED BY SELLER. 8. Sellers Remedies. Without waiving any other rights or remedies available to it under applicable law or otherwise, Seller may, at its option, defer shipment or deliveries hereunder or under or pursuant to any other contract with Buyer, until all past-due accounts of Buyer to Seller have been satisfied in full. Any rights or remedies of Seller granted in these Terms and Conditions shall be in addition to and not in lieu of any other rights or remedies Seller may have at law or in equity. 9. Proprietary Rights. Seller shall retain all rights to designs, drawings, patterns, plans, specifications, technology, technical data and information, technical processes and business methods, whether patentable or not, arising out of or evolving as a result of Seller rendering engineering services to and designing systems and goods for Buyer’s use. Buyer agrees not to enforce against Seller or customers of Seller any patent rights, the scope of which includes a system, process or business method utilizing goods or engineering services delivered 150831_ANGI Energy Systems Tcs Of Sales-ANGI Products Page 1 of 2 hereunder by Seller and which relates to an invention, improvement, enhancement or development made by or for Buyer on a date subsequent to the date of Seller’s offer hereunder. 10. Hazardous Materials. Buyer acknowledges that certain supplies covered by this contract may be, or become, considered as hazardous materials under various laws and regulations. Buyer agrees to familiarize itself (without reliance on Seller except as to the accuracy of special safety information actually furnished by Seller), with any hazard of such materials and their applications and the containers in which such materials are shipped. Buyer agrees to inform and train its employees and its customers as to such hazards. Buyer agrees to waive any claim against Seller and hold harmless and indemnify Seller against any claims by its employees or customers based on allegations relating to any such hazards except where such claims are based on failure to meet written specifications or the inaccuracy of specific safety information actually furnished by Seller. 11. Delay. (a) Delivery dates are approximate and are not guaranteed, and Seller shall not be liable for damages of any kind resulting from any delays in fulfillment, shipment or delivery of orders. Furthermore, Seller shall not be liable for any other loss, damage, cost or expense due to causes beyond its reasonable control, such as acts of God, acts of Buyer, acts of civil or military authority, fires, strikes, floods, epidemics, war, riot, delays in transportation, government restrictions or embargoes, or difficulties in obtaining necessary labor, materials, manufacturing facilities or transportation due to such causes. (b) In the event of a delay in delivery in excess of ninety (90) consecutive days, Buyer has the right to terminate its order as to the undelivered portion thereof without Penalty. 12. Goods Not for Resale. Buyer, by placing this order and accepting these Terms and Conditions, hereby expressly agrees, acknowledges, represents and warrants to Seller that (a) it is the Seller’s policy to sell these types of goods only to end users for their own use, (b) the goods that are the subject of this order are not intended for end user to resell, (c) the goods that are the subject of this order are in fact being purchased by Buyer for Buyer’s own use or only for sale to an end user and not for any other resale to a third party and (d) in the event that Buyer breaches the foregoing acknowledgment, covenant, representation and/or warranty by reselling the goods that are the subject of this contract, Seller shall be permitted to (i) void, eliminate and/or refuse to continue to extend or make available to Buyer any volume or other types of discounts, rebates or preferential payment terms to which Buyer is now or hereafter otherwise might be entitled to or eligible to receive from Seller or (ii) refuse to accept any further orders from Buyer. Notwithstanding the foregoing, nothing in these Terms and Conditions is intended to restrict any OEM from incorporating any goods purchased from Seller into equipment that is to be resold to the OEM’s end customer so long as such OEM provides a reasonable certification of such use to Seller. 13. Cancellation. Unless otherwise agreed in a writing signed by authorized representatives of Buyer and Seller, Buyer will pay Seller for all services performed (including but not limited to materials, and labor) and products provided or specifically ordered for Buyer in reliance on Buyer’s order, as of the date of the cancellation. Buyer may not cancel orders for non-standard goods or orders for goods which have left Seller’s dock. 14. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to any choice or conflict of laws principles of such state, and all disputes shall be adjudicated therein. Buyer and Seller consent to the sole and exclusive venue and jurisdiction of the courts situated in the State of Wisconsin. Any action for loss or damage with respect to the goods or services which are the subject of this contract must be commenced by Buyer within one year from the date of delivery of such goods or services or such claim shall be forever barred. 15. Compliance with Laws/Anti-Corruption. Buyer shall comply fully with all applicable laws, rules and regulations, including without limitation those of the United States and any and all other jurisdictions globally (“Laws”) that apply to Buyer’s business activities in connection with its purchase of goods from Seller. Specifically, Buyer shall comply with all Laws relating to anti-corruption, bribery, extortion, kickbacks, or similar matters that are applicable to Buyer’s business activities in connection with this Agreement, including without limitation the U.S. Foreign Corrupt Practices Act and the UK Bribery Act. Buyer will take no action that will cause Buyer or Seller or any of their affiliates to violate any such laws. 16. Entire Agreement. Unless otherwise agreed in a writing signed by Seller and Buyer, these Terms and Conditions constitute the entire agreement between the parties, there being no other promises, terms, conditions, or obligations, referring to the subject matter not contained herein. If any term or provision of this contract shall to any extent be invalid or unenforceable, the remainder of the contract shall not be affected thereby, and each term and provision of this contract shall continue to be valid and enforced to the fullest extent permitted by law. Any modifications hereto shall be in writing and signed by both parties. 150831_ANGI Energy Systems Tcs Of Sales-ANGI Products Page 2 of 2 1. Warranty WARRANTY POLICY or (ii) a refund of the purchase price of the unrepaired component, a. Equipment. The seller, ANGI Energy Systems LLC or its ANGI branded corporate affiliate, whatever the case may be (“ANGI”), warrants to Buyer that its equipment conforms to ANGI’s published specifications, is free from defects in materials and workmanship until the earliest of: (i) 12 months after substantial completion of commissioning, if applicable; (ii) 12 months from initial use; or (iii) 18 months from the date the equipment is ready to ship from ANGI’s facility. ANGI further warrants the equipment enclosures against rust-through for 2 years from the date it is ready to ship from ANGI’s facility (equipment may be susceptible to surface rust under normal conditions). The following are exceptions to this warranty: (i) Used/Refurbished Equipment – is warranted on a case by case basis as provided by ANGI; (ii) Products not Manufactured by ANGI – ANGI will pass through transferable manufacturer’s warranties only. b. Parts. ANGI warrants its: (i) non-consumable parts such as valves, gauges and transducers will conform to ANGI’s published specifications and be free from defects in workmanship and materials for 90 days from date of shipment, and (ii) consumable parts, such as filter elements, strainers, o-rings, gaskets, fuses, belts and will conform to ANGI’s published specifications and will be free from defects in workmanship and materials at the time of delivery. ANGI warrants reconditioned vendor certified parts for 90 days from the date of shipment. c. Consumables. ANGI warrants its consumables, such as oils, lubricants and desiccant will conform to ANGI’s published specifications and will be free from defects in workmanship and materials through the expiration or other date indicated on the packaging or otherwise provided by ANGI. d. Software. ANGI warrants its software when used under normal operating and maintenance conditions, will perform substantially in accordance with ANGI’s published specifications and any accompanying user documentation for the earlier of 90 days from installation or 120 days from shipment. ANY THIRD PARTY SOFTWARE PROVIDED WITH THE SOFTWARE AND DATA AND PRE-RELEASE VERSIONS OF THE SOFTWARE ARE SUPPLIED “AS IS” WITHOUT CONDITION OR WARRANTY OF ANY KIND, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, EITHER EXPRESS OR IMPLIED. Any software warranty in any software license agreement between the parties will take precedence over this software warranty. e. Services. ANGI warrants all services will be performed in a professional and workmanlike manner in accordance with applicable industry standards for 30 days after performance. 2. Warranty Services. This warranty only covers costs of replacement parts/goods. Buyer is responsible for labor costs and all other costs in connection with the repair or replacement of any non-conforming goods, including without limitation, costs for diagnosis of defects, shipping, removal of goods and reinstallation of goods. Buyer must make any warranty claims in writing within the applicable warranty period and within ten (10) days after discovery of any non-conformance (30 days after shipment for consumable parts). Within a reasonable time thereafter, ANGI will make the necessary repairs after confirmation that the non-conforming goods were stored, installed, maintained and used in accordance with ANGI’s recommendations, accompanying documentation, published specifications and standard industry practice. Warranty services will be performed at the location of the warranted goods if possible, subject to ANGI’s then prevailing rates and any travel expenses incurred by ANGI. Otherwise, Buyer will ship the goods at its expense to ANGI for repair and/or replacement after obtaining a valid Return Material Authorization number. For the avoidance of doubt, repair or replacement of any warranted goods or any parts do not extend the initial warranty period of the warranted goods and any repaired or replacement parts are not separately warranted. For warranty issues, contact: ANGI Energy Systems LLC, Customer Service, 305 W Delavan Dr., Janesville, WI 53546; Toll Free 800 934 5219; Phone 608 563 2800; Fax 608 531 2635; Email service@angienergy.com. 3. Failure to Repair. If ANGI is unable to repair warranted goods after a reasonable number of attempts, ANGI will provide, at its option, (i) new or used replacement goods provided Buyer returns the non-conforming goods; depreciated in accordance with standard accounting principles. 4. Warranty Exceptions. This Warranty Policy does not cover failure of warranted goods resulting from: (i) accident, abuse, misuse, neglect, overloading or any other use not in accordance with ANGI’s recommendations, accompanying documentation, published specifications, and standard industry practice; (ii) fire, flood, lightning or any other act of God, Buyer or third party; (iii) acid rain, rail dust, salt spray, caustic cleaners, chemicals or solvents, salt air conditions, and other environmental factors that may accelerate rust, oxidation or corrosion of metal components; (iv) Buyer’s failure to provide power, air, supplies, storage conditions, or an operating environment that conforms to ANGI’s accompanying documentation and published specifications; (v) failure to follow the maintenance procedures in ANGI’s accompanying documentation or published specifications or failure to maintain and provide ANGI with maintenance records verifying Buyer followed proper maintenance procedures; (vi) installation, repair, service or modification to the goods by anyone other than ANGI or its authorized representatives; (vii) the goods or any part thereof being used or coming into contact with any equipment, parts, supplies or consumables not manufactured, distributed, or approved by ANGI; (viii) any products attached to the goods not manufactured, distributed or approved by ANGI; (ix) Buyer’s noncompliance with applicable codes and safety rules, such as NFPA-52 Vehicular Gaseous Fuel Systems Code (and all other standards and codes referenced therein), NFPA-70 – Article 500 National Electrical Code, ASME Boiler and Pressure Vessel Code Section VIII, ANSI/ASME B31.3 Process Piping and ANSI/IAS NGV 4.1 CSA 12.5 NGV Dispensing Systems; and (x) installation or use at a site that is not compliant with all applicable laws, regulations, codes, and standard safety requirements. This Warranty Policy covers only goods owned, leased or otherwise held only by the initial end user at all times and excludes any goods that are or have been in the possession of a third party. Unless prohibited by law, this Warranty Policy only covers goods located in the same country from which the goods were initially purchased from ANGI. ANGI in its sole but reasonable discretion will determine whether these exceptions apply. 5. Warranty Disclaimer. THESE WARRANTIES ARE GIVEN SOLELY TO BUYER (PARTY PURCHASING WARRANTED GOODS OR SERVICES DIRECTLY FROM ANGI). TO THE EXTENT PERMITTED BY LAW, THESE WARANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO EMPLOYEE OR AGENT OF ANGI IS AUTHORIZED TO GIVE ANY ADDITIONAL WARRANTIES, OTHER THAN AN OFFICER OF ANGI WHEN DOING SO IN WRITING. IF LOCAL LAWS REQUIRE ADDITIONAL WARRANTIES TO BE PROVIDED TO BUYER, SUCH WARRANTIES ARE INCORPORATED INTO THIS WARRANTY POLICY ONLY TO THE EXTENT REQUIRED BY LAW. ANY PARTICULAR TERM IN THIS WARRANTY POLICY THAT IS PROHIBITED BY LOCAL LAW IS HEREBY NULLIFIED TO THE EXTENT REQUIRED BY LAW. 6. Liability and Remedies. IN NO EVENT WILL ANGI BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES BASED UPON BREACH OF ANY WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT TORT, OR ANY OTHER LEGAL THEORY. ANGI’S MAXIMUM LIABILITY WILL NOT EXCEED THE PRICE OF THE GOODS OR SERVICES FURNISHED BY ANGI GIVING RISE TO THE CLAIM. THIS WARRANTY POLICY CONTAINS BUYER’S EXCLUSIVE REMEDIES AND ANGI’S SOLE OBLIGATIONS FOR ANY BREACH OF THIS WARRANTY POLICY. NO OTHER REMEDIES, OBLIGATIONS, LIABILITIES, RIGHTS, OR CLAIMS, WHETHER ARISING IN TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, ARE AVAILABLE. SPC10300SLS ANGI Warranty - Rev 1 Rev. 3/31/17 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#19-5620 Agenda Date: 2/7/2019 Status: Consent AgendaVersion: 1 File Type: Action ItemIn Control: Parks & Recreation Agenda Number: 7.3 SUBJECT/RECOMMENDATION: Approve a Vehicle Use Agreement between the School Board of Pinellas County, Florida and the City of Clearwater through August 23, 2019 for the City to utilize Pinellas County School buses at a cost of $1.50 per mile plus $29.00 per hour, for a total estimated cost of $25,000, and authorize the appropriate officials to execute same. (consent) SUMMARY: The Parks and Recreation Department organizes field trips requiring bus transportation for participants. The Pinellas County School System allows municipalities to utilize their fleet of buses and drivers for $1.50 per mile plus $29.00 per hour for driver with a five-hour booking minimum. During the summer of 2019, the department will organize approximately 150 field trips that may utilize school bus transportation. Comparing a sampling cost of school buses for these trips against the use of private bus lines indicates school buses are generally a less costly mode of transportation. During the past year, the City utilized school buses for field trips at a cost of approximately $20,000. Approval of this Agreement will provide staff with a larger number of options when determining the most cost-effective source of transportation for participants. The Agreement is similar to agreements between the Pinellas County School Board and other Pinellas County municipalities that utilize school bus transportation. The Recreation Programming Division’s Operating Budget contains sufficient funds to cover the costs associated with this Agreement. This item supports the City's Strategic Plan by partnering with other public organizations to be more efficient in providing services and programs to the youth of our community. APPROPRIATION CODE AND AMOUNT: Funds are available in several operating cost codes including 0101805, 0101813, 0101816, 0101817, 0101825, 0101827, 0101834 to fund this contract. USE OF RESERVE FUNDS: N/A Page 1 City of Clearwater Printed on 2/7/2019 File Number: ID#19-5620 Page 2 City of Clearwater Printed on 2/7/2019 VEHICLE USE AGREEMENT THIS AGREEMENT, entered into this ______ day of __________, ____ by and between THE SCHOOL BOARD OF PINELLAS COUNTY, FLORIDA, hereinafter referred to as the “School Board,” and the _____________________, a municipal corporation, hereinafter referred to as “User”. The parties agree as follows: The School Board will provide shuttle bus transportation to User for the contract period ending August 23, 2019, for the purpose of transporting school-age children, with chaperones, who participate in User’s sponsored programs. User shall make all requests for specific uses during the contract period to the School Board’s Transportation Department, who will determine whether buses are available pursuant to paragraph 3 below. 1. Transportation is for the sole purpose of transporting school-age children, with chaperones, who participate in User’s sponsored programs to and from locations in Pinellas and adjacent counties. 2. The bus or buses will be operated by an employee of the School Board, who is licensed to drive a school bus, and shall be assigned by the Director of Transportation or designee. Buses may be used under this agreement only if they are available at the times requested, and such use shall not interfere with or impair regular school transportation. The School Board’s Transportation Department shall be the final authority as to the availability of buses. 3. (A) User shall pay to the School Board, for the use of said school bus service that begins weekdays before 4:00 p.m., a sum per bus of the current rate per hour to include 15 minutes before and 15 minutes after the use, plus the surcharge rate per mile. There shall be a minimum charge of two hours. The current rate per hour and surcharge rate per mile will be that rate used by the School Board, in its sole discretion, as of the date of the bus usage. User may investigate the current rates by either contacting the School Board’s Transportation Department or visiting http://webtrips.pinellas.k12.fl.us//webtrips// . (B) If requests extend to service that begins weekdays after 4:00 p.m., weekends and any non-school day, User shall pay a sum per bus of the current rate per hour to include 30 minutes before and 30 minutes after the use, plus the surcharge rate per mile. There shall be a minimum charge of four hours. The current rate per hour and surcharge rate per mile will be that rate used by the School Board, in its sole discretion, as of the date of the bus usage. User may investigate the current rates by either contacting the School Board’s Transportation Department or visiting http://webtrips.pinellas.k12.fl.us//webtrips// . (C) “Weekend” is defined as a Saturdays and Sundays. “Weekend” shall also include Fridays during the time that the School Board is on its summer calendar schedule. “Weekday” is defined as all days not meeting the definition of “Weekend”. “Non-school day” is defined as a weekday when students are not scheduled to attend classes. 4. This agreement is made pursuant to section 1006.261, Florida Statutes, and the parties agree that they will comply with the provisions therewith, except that School Board and User hereby agree to indemnify each other for claims brought against the indemnified party only to the extent that the claims are found to result from the sole negligence of the indemnifying party, its governing body, or its employees. This indemnification shall not be construed to be an indemnification for the acts or omissions of third parties, independent contractors or third party agents of the parties. This indemnification shall not be construed as a waiver of the parties’ sovereign immunity, and shall be interpreted as limited to only such traditional liabilities for which the parties could be liable under the common law interpreting the limited waiver of sovereign immunity. Any claims against the indemnified party must comply with the procedures found in §768.28, Florida Statues. In order to comply with the requirements of §129.06, Florida Statutes, and Article VII, section 10 of the Florida Constitution, the value of this indemnification is limited to the lesser of the amount payable by either party under the substantive provisions of this Agreement, or the limitations of §768.28, Florida Statutes. In addition, this indemnification shall be construed to limit recovery by the indemnified party against the indemnifying party to only those damages caused by indemnifying party’s sole negligence, and specifically not include any attorney’s fees or costs associated therewith. The User will provide a certificate of the required liability insurance showing the School Board of Pinellas County, Florida as an additional insured or a certificate of self-insurance to the School Board prior to the time of any transportation under this Agreement. IN WITNESS WHEREOF, the parties have executed this agreement at Largo, Pinellas County, Florida, the date first above written. THE SCHOOL BOARD OF Organization PINELLAS COUNTY, FLORIDA By: ____________________________________ _____________________________________ Chairperson Organization Name Attest: __________________________________ _____________________________________ Superintendent Print Name and Title Approved as to form: _________________________ __________________________________ School Board Attorney’s Office Signature Bus Use Agreement - Municipalities Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#19-5635 Agenda Date: 2/7/2019 Status: Consent AgendaVersion: 1 File Type: Action ItemIn Control: Parks & Recreation Agenda Number: 7.4 SUBJECT/RECOMMENDATION: Approve an agreement between Beasley Media Group, Inc. and the City to host the 2019 Wild Splash Event at Coachman Park on March 2, 2019, approve a reimbursement payment to Beasley Media Group, Inc. from ticket sales made during the Event and authorize the appropriate officials to execute same. (consent) SUMMARY: Beasley Media Group, Inc. (Beasley) and the City of Clearwater have partnered on several successful events and concerts over the past several years including the Hispanic Heritage Festival and Wild Splash. Wild Splash is a Class 3A event that is provided by the Parks and Recreation Department with all costs being covered by the revenues derived from the event. The City is responsible for the ticket revenue through the City’s ticketing agency (ETIX). Once the City pays for all expenses from ticketing revenue, the balance is paid to Beasley Media through a post-event settlement. This settlement could result in a payment over $100,000 which would need council approval. Last year’s event had ticket sales of $402,917.45 of which $224,917.45 was retained by the City through ETIX; with expenses of $168,557.17, resulting in a post event settlement of $56,360.28. This year’s event revenue and expenses could be similar to last year’s, but in the event it is over $100,000, staff is requesting approval to pay Beasley. APPROPRIATION CODE AND AMOUNT: N/A USE OF RESERVE FUNDS: N/A Page 1 City of Clearwater Printed on 2/7/2019 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#19-5647 Agenda Date: 2/7/2019 Status: Consent AgendaVersion: 1 File Type: Action ItemIn Control: Police Department Agenda Number: 7.5 SUBJECT/RECOMMENDATION: Approve an agreement between the Police Department and Axon, Incorporated, for Digital Evidence Storage and Management, and authorize the appropriate officials to execute same. (consent) SUMMARY: The Police Department has had a historical challenge regarding storage of physical evidence which had the capacity to be stored digitally, such as paper forms, documents, surveillance video, etc. Currently, the Police Department houses electronic evidence and other items which could be digitized in a variety of different locations and within various units, which creates inherent barriers to efficiencies. To create operational efficiencies regarding evidence location/retention, address public records requests, and more appropriately aggregate and control property disposals relating to electronic evidence or items which could be digitized, the Police Department issued a Request for Proposal (RFP) #29-18 for a Digital Evidence Management system, in cooperation with the City’s Purchasing Department. The RFP Committee was comprised of members of the Police Department’s Property/Evidence Unit, Records Unit, Police Department management, and the City’s Information Technology Department. The Request for Proposal aimed to identify a product which provided: User-friendly, high-quality evidence storage and management system, based on a hosted CJIS (Criminal Justice Information Services)/FIPS (Federal Information Processing Standard) compliant platform; Ease of access to stored information, coupled with an ability to conduct internal communication and sharing of evidence and case information; An ability to share data with both prosecuting attorneys and defense attorneys; Page 1 City of Clearwater Printed on 2/7/2019 File Number: ID#19-5647 Customizable data retention settings; Ability to connect with both Apple iOS and Windows based computers for data access and uploading of new evidence/data; Audit functionality to provide historical tracking of any action associated with a record; A public portal or platform for crowd sourced data with the Police Department. Based upon the RFP proposals and presentations, Axon, Incorporated, was selected as the preferred vendor. The agreement provides for a Digital Evidence Management solution which will supply a common platform for all Department employees and allows the Police Department to share records with the State Attorney’s Office, private attorneys, and citizens. This agreement allows for the foundation of a body-worn camera program in the future should the Department elect to do so. The equipment is not being awarded at this time. This platform allows the public to submit photographs/videos directly to a specific case report in a secure fashion for investigation. Authorize Clearwater Police Chief Daniel Slaughter to sign the Quote Appendix. APPROPRIATION CODE AND AMOUNT: The Department anticipated this purchase and has funding available for the first year of the agreement, in the amount of $67,600, through P1802 - Police Equipment Replacement. In subsequent years, the Police Department would seek to incorporate funding to support this agreement through our annual Operating Budget. Page 2 City of Clearwater Printed on 2/7/2019 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#19-5614 Agenda Date: 2/7/2019 Status: Consent AgendaVersion: 1 File Type: Action ItemIn Control: Engineering Department Agenda Number: 7.6 SUBJECT/RECOMMENDATION: Award a Construction Contract to Preferred Materials Inc., of Tampa, Florida, in the annual amount of $2,300,000 for 2019 Citywide Roadway Resurfacing project (18-0054-EN), based on unit prices with an option for three one-year renewals and authorize the appropriate officials to execute same. (consent) SUMMARY: The City of Clearwater annual street resurfacing program is designed to prevent deterioration of roadway wearing surfaces. The process of resurfacing includes milling the roadway and replacing with an asphalt overlay. This provides a protective coating and maintains the integrity of a roadway’s substructure. Resurfacing allows for an improved ride and safer roads for residents and visitors of the city. Streets that are scheduled for resurfacing in this contract were identified using the City’s pavement management consultants, citizen requests, and staff observations. Roadways were included in the scope by virtue of an inspection and prioritization process performed by Engineering staff. Preferred Materials Inc. was the lowest responsible bid received in accordance with plans and specifications of four bids submitted ranging from $2,296,132.30 to $2,863,563.74. Areas in the 2019 Roadway Resurfacing Project include Morningside Estates and Del Oro Groves. Additional areas may be added if adequate funding is available. APPROPRIATION CODE AND AMOUNT: ENRD180004-CONS-CNSTRC $2,300,000 Funds are available in Capital Improvement Project ENRD180004, Streets and Sidewalks, to fund the contract and will be included in FY2020 through FY2023 Capital Improvement Programs for future renewals in the amount of $2,300,000 per year. Page 1 City of Clearwater Printed on 2/7/2019 BID ITEMS UNIT EST. QTY. UNIT PRICE TOTAL UNIT PRICE TOTAL UNIT PRICE TOTAL UNIT PRICE TOTAL 1 PREPARATION, INSTALLATION AND MAINTENANCE OF PROJECT SIGNS LS 1 $ 7,000.00 $ 7,000.00 $ 4,000.00 $ 4,000.00 $ 7,000.00 $ 7,000.00 $ 2,116.12 $ 2,116.12 2 FULL WIDTH MILLING (UP TO 2”)SY 230,000 $ 1.61 $ 370,300.00 $ 1.80 $ 414,000.00 $ 1.48 $ 340,400.00 $ 1.92 $ 441,600.00 3 FULL WIDTH MILLING (2” TO 4”)SY 2,000 $ 3.00 $ 6,000.00 $ 5.55 $ 11,100.00 $ 3.03 $ 6,060.00 $ 4.74 $ 9,480.00 4 SP 12.5 ASPHALT CONCRETE RESURFACING ARTERIAL/COLLECTOR ROADWAY TN 7,000 $ 107.75 $ 754,250.00 $ 95.00 $ 665,000.00 $ 92.55 $ 647,850.00 $ 123.64 $ 865,480.00 5 SP 9.5 ASPHALT CONCRETE RESURFACING RESIDENTIAL ROADWAY TN 11,000 $ 109.00 $ 1,199,000.00 $ 99.30 $ 1,092,300.00 $ 97.75 $ 1,075,250.00 $ 114.77 $ 1,262,470.00 6 TEMPORARY PAVEMENT MARKING – SOLID WHITE LF 6,000 $ 0.32 $ 1,920.00 $ 0.45 $ 2,700.00 $ 0.31 $ 1,860.00 $ 0.63 $ 3,780.00 7 TEMPORARY PAVEMENT MARKING – SOLID YELLOW LF 5,000 $ 0.32 $ 1,600.00 $ 0.45 $ 2,250.00 $ 0.31 $ 1,550.00 $ 0.63 $ 3,150.00 8 TEMPORARY PAVEMENT MARKING – SOLID DOUBLE YELLOW LF 6,000 $ 0.63 $ 3,780.00 $ 0.80 $ 4,800.00 $ 0.61 $ 3,660.00 $ 1.27 $ 7,620.00 9 TEMPORARY PAVEMENT MARKING – DASHED (WHITE, YELLOW) LF 2,500 $ 0.26 $ 650.00 $ 0.35 $ 875.00 $ 0.25 $ 625.00 $ 0.53 $ 1,325.00 10 TEMPORARY PAVEMENT MARKING – CROSSWALKS (LANE) LF 200 $ 3.16 $ 632.00 $ 1.15 $ 230.00 $ 4.00 $ 800.00 $ 6.35 $ 1,270.00 11 TEMPORARY PAVEMENT MARKING – STOP BARS (LANE) EA 40 $ 31.59 $ 1,263.60 $ 57.00 $ 2,280.00 $ 31.00 $ 1,240.00 $ 63.48 $ 2,539.20 12 TEMPORARY PAVEMENT MARKING – SCHOOL CROSSING/RR EA 4 $ 105.31 $ 421.24 $ 79.00 $ 316.00 $ 102.00 $ 408.00 $ 211.61 $ 846.44 13 TEMPORARY PAVEMENT MARKING – TURN, STRAIGHT, COMBO ARROWS EA 20 $ 42.12 $ 842.40 $ 40.00 $ 800.00 $ 41.00 $ 820.00 $ 84.65 $ 1,693.00 14 CONTRACTOR RETAINS PROJECT MILLINGS (DEDUCT) TN 13,000 $ (3.70) $ (48,100.00) $ (5.00) $ (65,000.00) $ (0.01) $ (130.00) $ (0.01) $ (130.00) SUB-TOTAL STREETS RESURFACING (LINES 1-22) $ 2,299,559.24 $ 2,135,651.00 $ 2,087,393.00 $ 2,603,239.76 15 10 % Contingency Streets Resurfacing LS 1 $229,955.92 $ 229,955.92 $213,565.10 $ 213,565.10 $ 208,739.30 $ 208,739.30 $ 260,323.98 $ 260,323.98 TOTAL STREETS RESURFACING $ 2,529,515.16 $ 2,349,216.10 $ 2,296,132.30 $ 2,863,563.74 2019 CITYWIDE ROADWAY RESURFACING PROJECT # 18-0054-EN Bid Opening: January 8, 2019, Award Date: February 7, 2019 STREETS RESURFACING Ajax Paving Industries of Fl, LLC 5100 W. Lemon St. Ste 106 Tampa, FL 33609 Gator Grading & Paving, LLC 2704 105th St. E. Palmetto, FL 34221 Preferred Materials, Inc. 5701 E. Hillsborough Ave. Ste 1122 Tampa, FL 33610 Hubbard Construction Co. 1936 Lee Rd. Ste 300 Winter park, FL 32789 SECTION V Page i Updated: 10/12/2018 SECTION V CONTRACT DOCUMENTS Table of Contents PUBLIC CONSTRUCTION BOND ......................................................................................................... 1 CONTRACT ................................................................................................................................................ 3 CONSENT OF SURETY TO FINAL PAYMENT .................................................................................. 7 PROPOSAL/BID BOND ............................................................................................................................ 8 AFFIDAVIT ................................................................................................................................................ 9 NON COLLUSION AFFIDAVIT............................................................................................................ 10 PROPOSAL ............................................................................................................................................... 11 CITY OF CLEARWATER ADDENDUM SHEET ............................................................................... 13 BIDDER’S PROPOSAL ........................................................................................................................... 14 SCRUTINIZED COMPANIES AND BUSINESS OPERATIONS WITH CUBA AND SYRIA CERTIFICATION FORM ....................................................................................................................... 16 SCRUTINIZED COMPANIES THAT BOYCOTT ISRAEL LIST CERTIFICATION FORM...... 17 SECTION V – Contract Documents SECTION V Page 1 of 17 Updated: 10/12/2018 Bond No.:________________ PUBLIC CONSTRUCTION BOND (1) This bond is given to comply with § 255.05, Florida Statutes, and any action instituted by a claimant under this bond for payment must be in accordance with the notice and time limitation provisions in subsections (2) and (10). Pursuant to § 255.05(1)(b), Florida Statutes, “Before commencing the work or before recommencing the work after a default or abandonment, the contractor shall provide to the public entity a certified copy of the recorded bond. Notwithstanding the terms of the contract or any other law governing prompt payment for construction services, the public entity may not make a payment to the contractor until the contractor has complied with this paragraph.” CONTRACTOR SURETY OWNER Preferred Materials, Inc. 5701 E. Hillsborough Ave. Ste 1122 Tampa, FL 33610 813-612-5740 [name] [principal business address] [phone number] City of Clearwater Engineering Dept. 100 S. Myrtle Avenue Clearwater, FL 33756 (727) 562-4747 PROJECT NAME: 2019 Citywide Roadway Resurfacing PROJECT NO.: 18-0054-EN PROJECT DESCRIPTION: The work includes: the asphaltic resurfacing of approximately 10 miles of streets within the City of Clearwater. BY THIS BOND, We, __________________________________, as Contractor, and __________________________________________________, a corporation, as Surety, are bound to the City of Clearwater, Florida, herein called Owner, in the sum of $2,300,000.00 for payment of which we bind ourselves, our heirs, personal representatives, successors, and assigns, jointly and severally. THE CONDITION OF THIS BOND is that if Contractor: 1.Performs the contract dated _________________, between Contractor and Owner for constructionof 2019 Citywide Roadway Resurfacing Project # 18-0054-EN, the contract documents beingmade a part of this bond by reference (which include the Advertisement for Bids, Proposal, Contract, Surety Bond, Instructions to Bidders, General Conditions, Plans, TechnicalSpecifications and Appendix, and such alterations as may be made in said Plans and Specificationsas therein provided for), at the times and in the manner prescribed in the contract; and 2.Promptly makes payments to all claimants, as defined in Section 255.05(1), Florida Statutes, supplying Contractor with labor, materials, or supplies, used directly or indirectly by Contractor in the prosecution of the work provided for in the contract; and SECTION V – Contract Documents SECTION V Page 2 of 17 Updated: 10/12/2018 Bond No.:________________ PUBLIC CONSTRUCTION BOND (2) 3.Pays Owner all losses, damages, expenses, costs, and attorney’s fees, including appellate proceedings, that Owner sustains because of a default by Contractor under the contract; and 4.To the limits of § 725.06(2), Florida Statutes, shall indemnify and hold harmless Owner, theirofficers and employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable attorney’s fees, to the extent caused by the negligence, recklessness, or intentionalwrongful misconduct of Contractor and persons employed or utilized by Contractor in theperformance of the construction contract; and 5.Performs the guarantee of all work and materials furnished under the contract for the time specifiedin the contract, then this bond is void; otherwise it remains in full force.6.Any action instituted by a claimant under this bond for payment must be in accordance with the notice and time limitation provisions in Section 255.05(2), Florida Statutes.7.Any changes in or under the contract documents and compliance or noncompliance with anyformalities connected with the contract or the changes does not affect Surety’s obligation under this bond, and Surety does hereby waive notice of any such change, extension of time, alteration oraddition to the terms of the contract or to the work or to the specifications. IN TESTIMONY WHEREOF, witness the hands and seals of the parties hereto this __________ day of ________________, 20___. (If sole Ownership or Partnership, two (2) Witnesses required). (If Corporation, Secretary only will attest and affix seal). Preferred Materials, Inc. By: ____________________________ Title: ____________________________ Print Name: ____________________________ WITNESS: WITNESS: _______________________________________ _______________________________________ Corporate Secretary or Witness Print Name: ____________________________ Print Name: _____________________________ (affix corporate seal) _______________________________________ (Corporate Surety) By: _________________________________ ATTORNEY-IN-FACT Print Name: ___________________________ (affix corporate seal) (Power of Attorney must be attached) SECTION V – Contract Documents SECTION V Page 3 of 17 Updated: 10/12/2018 CONTRACT (1) This CONTRACT made and entered into this ___ day of ____________, 2019 by and between the City of Clearwater, Florida, a municipal corporation, hereinafter designated as the "City", and Preferred Materials, Inc., of the City of Tampa, County of Hillsborough and State of Florida, hereinafter designated as the "Contractor". [Or, if out of state:] This CONTRACT made and entered into this ___ day of ____________, 20___ by and between the City of Clearwater, Florida, a municipal corporation, hereinafter designated as the "City", and _____________________________________, a/an _____________(State) Corporation authorized to do business in the State of Florida, of the City of ____________________ County of __________________________ and State of ____________, hereinafter designated as the "Contractor". WITNESSETH: That the parties to this contract each in consideration of the undertakings, promises and agreements on the part of the other herein contained, do hereby undertake, promise and agree as follows: The Contractor, and his or its successors, assigns, executors or administrators, in consideration of the sums of money as herein after set forth to be paid by the City and to the Contractor, shall and will at their own cost and expense perform all labor, furnish all materials, tools and equipment for the following: PROJECT NAME: 2019 Citywide Roadway Resurfacing PROJECT NO.: 18-0054-EN in the amount of $2,300,000.00 In accordance with such proposal and technical supplemental specifications and such other special provisions and drawings, if any, which will be submitted by the City, together with any advertisement, instructions to bidders, general conditions, technical specifications, proposal and bond, which may be hereto attached, and any drawings if any, which may be herein referred to, are hereby made a part of this contract, and all of said work to be performed and completed by the contractor and its successors and assigns shall be fully completed in a good and workmanlike manner to the satisfaction of the City. If the Contractor should fail to comply with any of the terms, conditions, provisions or stipulations as contained herein within the time specified for completion of the work to be performed by the Contractor, then the City, may at its option, avail itself of any or all remedies provided on its behalf and shall have the right to proceed to complete such work as Contractor is obligated to perform in accordance with the provisions as contained herein. SECTION V – Contract Documents SECTION V Page 4 of 17 Updated: 10/12/2018 CONTRACT (2) THE CONTRACTOR AND HIS OR ITS SUCCESSORS AND ASSIGNS DOES HEREBY AGREE TO ASSUME THE DEFENSE OF ANY LEGAL ACTION WHICH MAY BE BROUGHT AGAINST THE CITY AS A RESULT OF THE CONTRACTOR'S ACTIVITIES ARISING OUT OF THIS CONTRACT AND FURTHERMORE, IN CONSIDERATION OF THE TERMS, STIPULATIONS AND CONDITIONS AS CONTAINED HEREIN, AGREES TO HOLD THE CITY FREE AND HARMLESS FROM ANY AND ALL CLAIMS FOR DAMAGES, COSTS OF SUITS, JUDGMENTS OR DECREES RESULTING FROM ANY CLAIMS MADE UNDER THIS CONTRACT AGAINST THE CITY OR THE CONTRACTOR OR THE CONTRACTOR'S SUB CONTRACTORS, AGENTS, SERVANTS OR EMPLOYEES RESULTING FROM ACTIVITIES BY THE AFOREMENTIONED CONTRACTOR, SUB CONTRACTOR, AGENT SERVANTS OR EMPLOYEES, TO THE LIMITS OF § 725.06(2). In addition to the foregoing provisions, the Contractor agrees to conform to the following requirements: In connection with the performance of work under this contract, the Contractor agrees not to discriminate against any employee or applicant for employment because of race, sex, religion, color, or national origin. The aforesaid provision shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; lay off or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post hereafter in conspicuous places, available for employees or applicants for employment, notices to be provided by the contracting officer setting forth the provisions of the non discrimination clause. The Contractor further agrees to insert the foregoing provisions in all contracts hereunder, including contracts or agreements with labor unions and/or worker's representatives, except sub contractors for standard commercial supplies or raw materials. It is mutually agreed between the parties hereto that time is of the essence of this contract, and in the event that the work to be performed by the Contractor is not completed within the time stipulated herein, it is then further agreed that the City may deduct from such sums or compensation as may be due to the Contractor the sum of $1,000.00 per day for each day that the work to be performed by the Contractor remains incomplete beyond the time limit specified herein, which sum of $1,000.00 per day shall only and solely represent damages which the City has sustained by reason of the failure of the Contractor to complete the work within the time stipulated, it being further agreed that this sum is not to be construed as a penalty but is only to be construed as liquidated damages for failure of the Contractor to complete and perform all work within the time period as specified in this contract. It is further mutually agreed between the City and the Contractor that if, any time after the execution of this contract and the public construction bond which is attached hereto for the faithful performance of the terms and conditions as contained herein by the Contractor, that the City shall at any time deem the surety or sureties upon such public construction bond to be unsatisfactory or if, for any reason, the said bond ceases to be adequate in amount to cover the performance of the work the Contractor shall, at his or its own expense, within ten (10) days after receipt of written notice from the City to do so, furnish an additional bond or bonds in such term and amounts and with such surety or sureties as shall be satisfactory to the City. If such an event occurs, no further payment shall be made to the Contractor under the terms and provisions of this contract until such new or additional security bond guaranteeing the faithful performance of the work under the terms hereof shall be completed and furnished to the City in a form satisfactory to it. SECTION V – Contract Documents SECTION V Page 5 of 17 Updated: 10/12/2018 CONTRACT (3) In addition to all other contract requirements as provided by law, the contractor executing this agreement agrees to comply with public records law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, THE CONTRACTORS DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT. CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 727-562-4092, Rosemarie.Call@myclearwater.com, 112 S. Osceola Ave., Clearwater, FL 33756 The contractor’s agreement to comply with public records law applies specifically to: a)Keep and maintain public records required by the City of Clearwater (hereinafter “public agency”) to perform the service being provided by the contractor hereunder.b) Upon request from the public agency’s custodian of public records, provide the public agencywith a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided for in Chapter 119, FloridaStatutes, as may be amended from time to time, or as otherwise provided by law.c) Ensure that the public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of thecontract term and following completion of the contract if the contractor does not transfer therecords to the public agency. d) Upon completion of the contract , transfer, at no cost, to the public agency all public records inpossession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency uponcompletion of the contract, the contractor shall destroy any duplicate public records that areexempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractorshall meet all applicable requirements for retaining public records. All records storedelectronically must be provided to the public agency, upon request from the public agency’s custodian of public records, in a format that is compatible with the information technologysystems of the public agency.e) A request to inspect or copy public records relating to a public agency’s contract for services must be made directly to the public agency. If the public agency does not possess the requestedrecords, the public agency shall immediately notify the contractor of the request and thecontractor must provide the records to the public agency or allow the records to be inspected or copied within a reasonable time.f)The contractor hereby acknowledges and agrees that if the contractor does not comply with thepublic agency’s request for records, the public agency shall enforce the contract provisions in accordance with the contract.g)A contractor who fails to provide the public records to the public agency within a reasonabletime may be subject to penalties under Section 119.10, Florida Statutes. h)If a civil action is filed against a contractor to compel production of public records relating to a public agency’s contract for services, the court shall assess and award against the contractor the reasonable costs of enforcement, including reasonable attorney fees, if: 1.The court determines that the contractor unlawfully refused to comply with the publicrecords request within a reasonable time; and SECTION V – Contract Documents SECTION V Page 6 of 17 Updated: 10/12/2018 CONTRACT (4) 2.At least 8 business days before filing the action, the plaintiff provided written notice of thepublic records request, including a statement that the contractor has not complied with therequest, to the public agency and to the contractor.i)A notice complies with subparagraph (h)2. if it is sent to the public agency’s custodian of public records and to the contractor at the contractor’s address listed on its contract with the publicagency or to the contractor’s registered agent. Such notices must be sent by common carrierdelivery service or by registered, Global Express Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence of delivery, which may be in an electronicformat.j)A contractor who complies with a public records request within 8 business days after the notice is sent is not liable for the reasonable costs of enforcement. IN WITNESS WHEREOF, the parties to the agreement have hereunto set their hands and seals and have executed this Agreement, the day and year first above written. CITY OF CLEARWATER IN PINELLAS COUNTY, FLORIDA By: __________________________________ (SEAL) William B. Horne, II City Manager Attest: Countersigned: __________________________________________ Rosemarie Call City Clerk By: __________________________________ Approved as to form: George N. Cretekos, Mayor __________________________________________ Owen Kohler Assistant City Attorney Contractor must indicate whether: ______ Corporation, ______ Partnership, ______ Company, or ______ Individual __________________________________________ (Contractor) By: _________________________ (SEAL) Print Name: ________________________________ Title: _____________________________________ The person signing shall, in his own handwriting, sign the Principal's name, his own name, and his title; where the person is signing for a Corporation, he must, by Affidavit, show his authority to bind the Corporation – provide Affidavit. SECTION V – Contract Documents SECTION V Page 7 of 17 Updated: 10/12/2018 CONSENT OF SURETY TO FINAL PAYMENT TO OWNER: City of Clearwater PROJECT NAME: 2019 Citywide Roadway Resurfacing Engineering Dept. PROJECT NO.: 18-0054-EN 100 S. Myrtle Ave. CONTRACT DATE: [__________] Clearwater, FL 33756 BOND NO. : [__________], recorded in O.R. Book [____], Page [____], of the Public Records of Pinellas County, Florida. CONTRACTOR: Preferred Materials, Inc. Pursuant to § 255.05(11), Florida Statutes, and in accordance with the provisions of the Contract between the Owner and the Contractor as indicated above, the: [insert name of Surety] [address] [address] ,SURETY, on bond of Preferred Materials, Inc. 5701 E. Hillsborough Ave. Ste 1122 Tampa, FL 33610 ,CONTRACTOR, hereby approves of the final payment to the Contractor, and agrees that final payment to the Contractor shall not relieve Surety of any of its obligations to City of Clearwater Engineering Dept. 100 S. Myrtle Ave. Clearwater, FL 33756 ,OWNER, as set forth in said Surety’s bond. IN WITNESS WHEREOF, the Surety has hereunto set its hand this ___ day of ___________, ______ __________________________________________ (Surety) __________________________________________ (Signature of authorized representative) __________________________________________ (Printed name and title) Attest: (Seal): SAN SAN LNBAYCALAISSANMADERA RDTHOMAS RD WOLFE RD SANGRAND VIEW MERRILL HOYT AVEMOSSAVE AVE CR-611FeatherwoodMcMULLEN BOOTH RDJOHNS PARKWAY DOWNING ST BAY "K" STLN CHAMBLEE BORDEAUX LN LN Tennessee Ave BAYVI EWCarolina Bay StMeadow LarkGULF-TO-BAY BLVD Kentucky Ave Virginia BAYVIEWAVELnAve Cherry Ln Cleveland StMissionBlvdMELONWOOD AVEKINGSWOODMissionHills DrArrowWLEMONWOOD NUTWOOD CR-611AVELAKECir Terrace View Ln DR OAK AVEVISTA GLEN AVEKOVE CT CIRCIRKAPOKKAPOK KAPOKCrescent LnDR Abbey Ct BayouALAMEDAMONTEREYMAXIMODam ascus RdCAMPBELL ST ST MATEO BERNADINO MacDonald SR-60 COURTNEYBAYSHORE BLVDLN C o o p e r's CAUSEWAY ARLIE GABRIEL ST SAN ST ST CARLOSCTSAN DOMINGO ROSE RDBAYSHORESTAVE PEDRO JOSEAVE SA N AVEBraesideBLVDAVE AbbeyColonial Dr Ave DREW ST EDDIE C. MOORE RECREATION COMPLEX SAN SAN LNBAYCALAISSANMADERA RDTHOMAS RD WOLFE RD SANGRAND VIEW MERRILL HOYT AVEMOSSAVE AVE CR-611FeatherwoodMcMULLEN BOOTH RDJOHNS PARKWAY DOWNING ST BAY "K" STLN CHAMBLEE BORDEAUX LN LN Tennessee Ave BAYVI EWCarolina Bay StMeadow LarkGULF-TO-BAY BLVD Kentucky Ave Virginia BAYVIEWAVELnAve Cherry Ln Cleveland StMissionBlvdMELONWOOD AVEKINGSWOODMissionHills DrArrowWLEMONWOOD NUTWOOD CR-611AVELAKECir Terrace View Ln DR OAK AVEVISTA GLEN AVEKOVE CT CIRCIRKAPOKKAPOK KAPOKCrescent LnDR Abbey Ct BayouALAMEDAMONTEREYMAXIMODam ascus RdCAMPBELL ST ST MATEO BERNADINO MacDonald SR-60 COURTNEYBAYSHORE BLVDLN C o o p e r's CAUSEWAY ARLIE GABRIEL ST SAN ST ST CARLOSCTSAN DOMINGO ROSE RDBAYSHORESTAVE PEDRO JOSEAVE SA N AVEBraesideBLVDAVE AbbeyColonial Dr Ave DREW ST EDDIE C. MOORE RECREATION COMPLEX 2019 CITYWIDE ROAD RESURFACING PROJECT (18-0054-EN) Prepared by:Engineering DepartmentGeographic Technology Division100 S. Myrtle Ave, Clearwater, FL 33756Ph: (727)562-4750, Fax: (727)526-4755www.MyClearwater.com Document Path: S:\_CITY PROJECTS\2018 PROJECTS\18-0054-EN - 2019 Citywide Roadway Resurfacing\Location maps\Bayshore_Blvd_Resurfacing.mxd ²N.T.S.Scale:RJReviewed By: JAMap Gen By: 11/20/2018Date:SP 12.5 Asphaltic Concrete SP 9.5 Asphaltic Concrete GLENMOOR DRIVE RD WHISPERINGWILLIAMSPINESMANDARINNORMANDYWOODLEYBell DrBURNICE DR EMBASSYCT RDDRLN DR WAY ATTACHE ENVOY CT SRD RD BELL CHEER DR PkwyPleasant GLENMOOR GLENMOOR UNIVERSITY DR DR S MINNEOLA GLENMOOR ST. CHARLES WINCHESTERWILLIAMSCURTIS ECOUNTRYOAKSWilliams CtDR DRD R D R CURTIS CURTIS MORNINGSIDE MEADOWDALEBEVERLYDRBARCELONA ALEMANDA CATALINAANADRPOINCI CR-474CR-501DR DR DR LAKEVIEW VIOLA OAKDREEYUL RD GROVE DR DR DORADO PL FAIRFAXFORESTMAPLEDR RDDR N S CLAIBORNE HABERSHAM HARN YORKUNIVERSITYDRDR BARBERDRRDDRCOLLEGE ACADEMY Univers ity Ct DR D R DR GROVEWOOD BASCOM WAY GROVEWOOD CHINABERRYUS-19AVEAVECTAVEAVEAVEAVEAVEEDENVILLEAVEBURNICE DR ChateauxVilleDe BLVD DR WoodNURSERY ChateauHAVANA HAVANAExcaliber DrWAYHAVANASOUTH HAVEN DRDRRANCHWOODExcaliber DrCARLOSTEWARTMONTEDR BLVDBLV D DRDRSUMMERLINDR FAIRBANKSROSETREECTSUMMERLIN FAIRBANKS GLENANN DR PREMIERMORELAND HARN DICKENSONMORELANDBRENTWOOD DRIVEDR VILLAGEWAYFLUSHINGH E N N E S E N HERMITAGEFRUITLANDGRENADAEVERGLADESCARACASDRIFTWOODAVETROPIC HILLS DR Pearce Dr SR-55BURMACTRD EVELYN AVEEDENVILLESEVILLE AltiraBLVD CreekVia Cipriani RD Flournoy Cir N Flournoy F.F. Cir EF.LoopF. WayBlvd PlzCir W2019 CITYWIDE ROAD RESURFACING PROJECT (18-0054-EN) Prepared by:Engineering DepartmentGeographic Technology Division100 S. Myrtle Ave, Clearwater, FL 33756Ph: (727)562-4750, Fax: (727)526-4755www.MyClearwater.com Document Path: S:\_CITY PROJECTS\2018 PROJECTS\18-0054-EN - 2019 Citywide Roadway Resurfacing\Location maps\Harn_Blvd_Resurfacing.mxd ²N.T.S.Scale:RJReviewed By: JAMap Gen By:11/20/2018Date:SP 12.5 Asphaltic Concrete SP 9.5 Asphaltic Concrete Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#19-5616 Agenda Date: 2/7/2019 Status: Consent AgendaVersion: 1 File Type: Action ItemIn Control: Engineering Department Agenda Number: 7.7 SUBJECT/RECOMMENDATION: Award a construction contract to Precision Sidewalk Safety Corporation of Ocala Florida, in the amount of $150,000.00 for repair of sidewalks, in accordance with City Code of Ordinances, Section 2.564 (1)(d) Other Government Entities Bids, and authorize the appropriate officials to execute same. (consent) SUMMARY: The Engineering Department is assisting the Parks and Recreation Department, Streets and Sidewalk Division, in maintaining City sidewalks in a reasonable state of repair, free of unsafe conditions for pedestrians. Precision Sidewalk Safety Corporation performs specialty services, removing vertical variations utilizing a horizontal cutting technology that produces a uniform appearance and texture from one end of a sidewalk joint to the other, leaving no gap between slabs, and a smooth pedestrian walkway. Precision Sidewalk Safety Corporation is currently under contract with the Panhandle Area Educational Consortium (PAEC). The City of Clearwater proposes to piggy-back on the PAEC RFP 16-08 which will expire on September 12,2019. APPROPRIATION CODE AND AMOUNT: ENRD180004-CONS-CNSTRC $150,000 Funding is available in Capital Improvement Project ENRD180004, Streets and Sidewalks, to fund the construction contract. Page 1 City of Clearwater Printed on 2/7/2019 THE INFORMATION IN THIS PROPOSAL IS CONFIDENTIAL It is to be used only by the intended recipient and Precision Sidewalk Safety Corp in evaluating the project. Any copying or unauthorized disclosure of this information is prohibited. SIDEWALK TRIP HAZARD REMOVAL SIDEWALK TRIP HAZARD REMOVAL Survey Estimate and Price Proposal PROPOSAL FLM529 ITEM DESCRIPTION COST 1 Sidewalk trip hazard repair for hazards measuring 1/4” to 2” high Deliver a minimum of 3,750 inch-feet of repairs using a slope of 1:12 to repair trip hazards for the City of Clearwater. Repairs to be completed in the order determined by the Engineering Department until 3,750 inch-feet have been completed. (3,750 Inch-Feet X $40 per inch-foot) $150,000 NOTES 1. Inch-feet is a measure of the average height (in 8ths of an inch) multiplied by the width of each hazard (in feet). 2. Pricing is based on PAEC Contract #16-08, “Florida Buy Program.” Unit (inch-feet) price for 1:12 slope (without prior estimate) is $40. 3. Once on site, PSSC may not complete a repair(s) because; 1. a hazard’s actual measurement at the time of repair exceeds approved customer specifications, and/or 2. in the crew leader’s judgement, our repair attempt would cause further damage to the concrete slab or be insufficient to satisfactorily remove the existing hazard and/or mitigate its potential liability. Such excluded hazards, if any, will be left “as found” and will require customer’s alternative remedy. PSSC repairs only those uneven sidewalks specifically requested by you, our customer, and therefore makes no guarantee that the property is free of uneven sidewalk hazards or other trip hazards. After the project is completed, new trip hazards will occur due to tree roots, water, settling, and other natural and man-made causes outside of PSSC’s control. Upon completion of the project, PSSC is not liable for any related claims, losses, or damages. PSSC will not be held responsible for cracks or defects in poured concrete that may exist due to materials or methods used by original installer. $150,000 TOTAL December 11, 2018 City of Clearwater Engineering Department • Clearwater, FL • Mr. Bennett Elbo, PTP - Traffic Operations/Engineering Specialist II Proposal FLM529 John T. Selover Executive Director 753 West Boulevard Chipley, FL 32428 Phone: (850) 638-6131 Fax: (850) 638-6134 paec.org Contact Person Name: Larche Hardy Phone: 850.638.6131 Fax: 850.638.6109 Email: Larche.hardy@paec.org Precision Sidewalk Safety Corporation Wendy MacMurray 1202 SW 17th Street #201-122Ocala, FL 34471 May 21. 2018 RE: PJ\EC Florida Buy Affiliation Agreement Renewal Pa11ner: Precision Sidewalk Safety Corporation RFP# 16-08 Dear Vendor Partner. The Panhandle Arca Educational Consortium Cooperative State Purchasing. Florida Buy. has reviewed the awarded afliliation agreement for the above listed pa11ner and has approved it for renewal from September 12. 2018 through September 12. 2019. Ir you have any questions. please contact the person listed above. Florida Buy Project Manager or S ptember 12. 20 I 8 through September 12.2019. Wendy MacMurray Date: 9 /1-1 }; S ---,-;+__..,.,,___,_'--++---I I CALHOUN -FAMU D.R.S -FRANKLIN -GADSDEN -GULF -HOLMES -JACKSON - JEFFERSON -LIBERTY - MADISON -TAYLOR -WAKULLA-WALTON -WASHINGTON Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#19-5621 Agenda Date: 2/7/2019 Status: Consent AgendaVersion: 1 File Type: Action ItemIn Control: Engineering Department Agenda Number: 7.8 SUBJECT/RECOMMENDATION: Approve a Work Order from GAI Consultants, Inc., for design of Cleveland Streetscape Phase III Reconstruction (16-0003-EN), in the amount of $427,555 and authorize the appropriate officials to execute same. (consent) SUMMARY: Phase III of the streetscape program will extend from Missouri Avenue to Sam Remo Avenue to the east. In addition, the streetscape will include Gulf-to-Bay Boulevard from its intersection with Cleveland Street up to the Downtown Gateway at Court Street to the south. This phase of the Cleveland Street Streetscape efforts will provide the final piece for a unified, cohesive, pedestrian-friendly corridor from the Gateway to the Downtown waterfront. April 6, 2017, City Council approved a work order to Bellomo Herbert, for design of above ground streetscape features associated with Cleveland Streetscape Phase III in the amount of $217,520.00. Minimal underground work was included. October 5, 2018, City Manager approved Supplemental 1 work order for review of design plans showing the streetscape improvements to determine level of effort required to design a complete roadway and utility reconstruction project, in the amount of $11,400. During the design process it became apparent that the roadway needed a full reconstruction due to irregular cross sections and drainage issues, along with the full replacement of the potable and sanitary systems that are nearing the end of their useful life. Bellomo Herbert and Company was purchased by GAI Consultants and are now combined as one firm. This Supplemental 2 work order is for design of a biddable plan set that includes all streetscape features, road reconstruction and utility replacement for a new work order value of $656,475. APPROPRIATION CODE AND AMOUNT: ENGF180001-DSGN-PROSVC $427,555 Funds are available in capital improvement project ENGF180001, Downtown Streetscape 3, to fund this work order. Page 1 City of Clearwater Printed on 2/7/2019 COURT ST CLEVELAND ST PARK ST FRANKLIN ST LAURA ST S LINCOLN AVEG ULF-TO-BAY BLVD S MISSOURI AVE S HIGHLAND AVE S SAN REMO AVE S HILLCREST AVE S GLENWOOD AVE S BETTY LN DE LEON ST ROGERS ST GROVE ST SANTA ROSA ST SAN JUAN CT N BETTY LN PIERCE ST N LINCOLN AVE WA V E RL Y WAY GOULD ST N HIGHLAND AVE S EVERGREEN AVE N MISSOURI AVE N SAN REMO AVE N FREDRICA AVE N GLENWOOD AVE N LADY MARY DR N HILLCREST AVE N JEFFERSON AVE N EVERGREEN AVE BROWNELL ST S FREDRICA AVEFRANKLIN CIR NWS LADY MARY DRJADE PL KENWOOD AVE ORANGEVIEW AVE FRANKLIN CIR NENE CLEVELAND ST AVANDA CT SAWGRASS ST DONA ST ROGERS ST FRANKLIN ST PARK ST S BETTY LN GROVE ST PIERCE ST LOCATION MAP ²Prepared by:Engineering DepartmentGeographic Technology Division100 S. Myrtle Ave, Clearwater, FL 33756Ph: (727)562-4750, Fax: (727)526-4755www.MyClearwater.com PROJECTSITE CRM ES N.T.S.287/288 14/15-29s-15w01/18/2019Map Gen By:Reviewed By:S-T-R:Grid #:Date:Scale: CLEVELAND STREET PHASE IIIProject #16-0003-EN Document Path: V:\GIS\Engineering\Location Maps\Cleveland St Phase III 16-0003-EN.mxd G L E N O A K S P A R K GAI Consultants, Inc. SUPPLEMENTAL WORK ORDER #2 for the CITY OF CLEARWATER Date: January 23, 2019 Consultant Project Number: A181093.02 City Project Number: 16-0003-EN City Plan Set Reference Number: 2016017 1. PROJECT TITLE: Cleveland Street, Phase III – Engineering Design– STA 0+00 to STA 30+40 2. SCOPE OF SERVICES: GAI Consultants, Inc. (“GAI”) is pleased to submit this Scope of Services/Fee Proposal for Professional Services the City of Clearwater (the “Client” or the “City”) for the above-referenced project. This proposal reflects the anticipated scope and related costs for services to be provided based on our knowledge of the project. Cleveland Street is currently being renovated and is in its third phase. This phase starts from the intersection of South Missouri Avenue, traverses east transitioning into Gulf to Bay Boulevard and ending at the intersection of Court Street. This phase also includes an approximate 500 foot portion of Cleveland Street east of Gulf to Bay. Roadway renovations include the reduction of travel lanes, expansion of pedestrian sidewalks, the addition of a cycle track, and the realignment of the intersection at Cleveland Street at Gulf to Bay. Draft engineering plans prepared by the City to date are to be used in the next phase of design. GAI Streetscape, Landscaping and Irrigation plans are part of this plan set and show the intended typical sections and desired plan surface details. The City has requested GAI to provide a Scope of Services to finish the project as the Engineer of Record (EOR). Based on our understanding of the project requirements/criteria provided to date by the Client, GAI will perform the following described Scope of Services: WORK ORDER INITIATION FORM 2 of 10 Revised: 12/3/2018 1. PRE-DESIGN PHASE GAI will provide project management and coordination with the City through the duration of the project. The follow tasks are included. 1.1 Project Meetings 1.1.1 Includes up to six (6) meetings at the City of Clearwater: Kick off, Engineering Concept progress (two (2) meetings), 30% Review, 60% Review, and 90% Review. 1.2 Progress Reports to be included with monthly invoices. 1.3 Coordination 1.3.1 GAI Project Manager (PM) will maintain communication with the City and the City’s consultants, utility providers, and review agencies throughout the duration of the project. 2. DESIGN PHASE Data Collection 2.1 Supplemental survey to include 2.1.1 Topographic conditions within 25 feet of existing R/W primarily to understand items in conflicts with temporary easements, tie-in points, direction of runoff and thresholds. 2.1.2 Verify the subsurface utility exploration (SUE) locations and elevations. SUE to be provided by the City’s continuing services consultant. GAI will coordinate the Scope of Services. 2.1.3 Verify supplemental inverts for storm/sewer. 2.2 Supplemental Geotechnical Exploration, if needed, to be determined. If additional geotechnical investigation is needed beyond report dated July 28, 2017, it is to be provided by the City’s continuing services consultant. GAI will coordinate the Scope of Services. 2.3 As-builts for Florida Department of Transportation (FDOT) corridor, City as-builts (water, sewer, reuse), City sewer video. 3. FINAL DESIGN PHASE 3.1 Engineering Concept Design (30% Plans) 3.1.1 Roadway Analysis and production: a. Typical Section sheet. WORK ORDER INITIATION FORM 3 of 10 Revised: 12/3/2018 b. Plan and Profile sheets: Adjust Roadway profile and minor adjustments to plan to provide full reconstruction of roadway. Adjust begin and end of project tie- ins as approved by the City. Use the typical section widths, storage lanes, and general plan already proposed under City plan. Modify intersection details as needed to ensure plan is constructible and that terminus points will transition correctly. c. Select Cross section(s) to show intent. 3.1.2 Establish preliminary drainage design (i.e. determine existing condition and level of service for stormwater conveyance). Inspect the existing box culvert and provide a memo of the findings. Meet with permit agency on intent to seek permit exemption for water quality and attenuation. 3.1.3 Establish water, sewer and reuse plan diagrams. Diagram will show design intent (water diameter size, line location and approximate offset from construction base line). Include a typical section for utility locations. 3.1.4 Initiate Utility contacts to verify existing facilities and start RGB process. 3.1.5 Landscape/Streetscape/Irrigation/Lighting plans already developed under earlier services will be updated in order to provide complete construction documents. 3.2 Final Design and Engineering: 3.2.1 Plan Production to be a 60%, 90%, and Final Design submittals. Final submittal (following City approval of 100% plan) will be signed and sealed for bidding. Submittals to include utility designs. a. Roadway Plans to include the following sheets: Key sheet, general notes, drainage map, typical sections, tabulations of storm drains/structures, plan, profile, civil standard details, cross sections, soil boring sheet, Demolition Plan (existing conditions-no measured detail) and utility adjustment sheets. Note that Maintenance of Traffic (MOT) shall be provided by GAI in coordination with the City and adjacent property owners. b. Signing and Marking Plans (includes minor intersection changes such as pedestrian signal relocation, however no new mast arms signals are proposed). c. Utility Plans for City watermain, gravity sewer and reuse (i.e. plan and profile, typical section and City standard details). Third party utilities will be addressed in minor adjustments (i.e. adjust top to new finished grade). Should third party utilities require relocation, it is the responsibility of the utility provider. WORK ORDER INITIATION FORM 4 of 10 Revised: 12/3/2018 d. Streetscape, Landscaping, and Irrigation Plans will be updated to address base changes for the new roadway grading and included in the phased submittals. 3.2.2 Engineering Documentation to support plan production and decisions (i.e. memo’s, field reviews (to include a box culvert inspection by structural engineer) and progress meeting minutes). 3.2.3 Utility coordination to include a. Utility matrix identifying relocation and utility requirements. b. Management oversight of Underground Utility investigations and utility designation. c. Utility certification (not included). d. Transfer of utility markups can be added to utility adjustment plans if provided by utility company in a usable cad format (i.e. Lighting plans by others can be inserted, however if not usable then they will be included in the specifications as part of appendices). 3.2.4 Engineers Opinion of Construction Cost submitted following 60%, 90%, and 100% (Final) construction plan submittal approval. 3.2.5 Assist the City with Public information meeting update (i.e. provide display boards and or power point) and attendance (two (2) meetings) by PM, EOR and Landscape Architect. Public meetings are to be conducted by City. 3.2.6 Provide the City with electronic Final plans and special technical specifications (items not covered in typical City standards) for the City to bid. 4. PERMITTING PHASE 4.1 Florida Department of Environmental Protection (FDEP) Permitting 4.1.1 Prepare a FDEP Potable Water System Permit package for submittal to the FDEP required for the building. GAI will respond to one (1) request for information during the review process for obtaining the FDEP Potable Water System Permit. 4.1.2 Prepare a FDEP wastewater system permit package for submittal to the FDEP required for the building. GAI will respond to one (1) request for information during the review process for obtaining the DEP Potable Water Permit. WORK ORDER INITIATION FORM 5 of 10 Revised: 12/3/2018 5. BIDDING AND CONSTRUCTION PHASE (Not included - Post Design services to be negotiated) Assumptions: The proposed Scope of Services and cost(s) are based on the following assumptions and excluded items from this Scope of Services: • The City has indicated that drainage conditions are adequate for existing facility and has no evidence of any flooding conditions. There are no ponds (stormwater facilities) required for project. There is no environmental mitigation since the outfall pipe to existing creek will not be upsized. There are no planned improvements to the box culvert. It is assumed that that the project will be exempted from Water Management District permitting (a pre-application meeting will be scheduled to confirm). • City does not require any traffic engineering services (i.e. storage lanes have been developed and traffic projections are satisfied for proposed typical section and plan). • The City does not require an Environmental Phase I assessment. • The City will provide existing as-builts (or GIS) for Water, Sewer and Reuse. Any existing TV of sewer lines and a list of utility customers within the project limits, where services are to be maintained. • Supplemental data collection (including but not limited to survey, geotechnical, SUE) deemed necessary as a result of the Preliminary Engineering services are not included. GAI will assist the City to define the limits, and scope of work, for any such services. • The City will provide key coordination with property owners should driveways, and encroachments be required. • The City indicated that all Contract Specifications are available on-line to include general items and utilities. GAI will provide technical specifications when not included in City general specifications (i.e. special equipment, streetscape/landscape specific). • GAI will provide typical MOT sections that will support the proposed analysis recommendations. GAI will provide general notes for the Contractor to develop the MOT plan to be reviewed by GAI during construction. The Contractor will provide an approved signed and sealed MOT plan by an Engineer. • This scope assumes that work will not take place in the FDOT Right-of-Way and that FDOT permitting is not included. General Assumptions and Understandings: GAI’s Scope of Services, Schedule, and Compensation as set forth above have been prepared on the basis of the following assumptions and understandings: • Access to the project site(s) or other land upon which GAI is to conduct any field work will be available to GAI personnel in a timely manner. • Client has provided all its requirements for GAI’s Scope of Services and all criteria and/or specifications that GAI should utilize at the time this Proposal is authorized. This includes any requirement for any statement of professional opinion or certification. • Client will give GAI prompt notice whenever it observes or otherwise becomes aware of any development that affects the scope or timing of GAI’s performance. WORK ORDER INITIATION FORM 6 of 10 Revised: 12/3/2018 • Client will examine and provide comments and/or decisions with respect to any GAI interim or final deliverables within a period mutually agreed upon. • Any of Client’s other consultant(s)/contractor(s) will cooperate and coordinate with GAI in a timely and efficient manner. • GAI’s proposed compensation and schedule are based on receipt of authorization to proceed within 30 calendar days of the date of this Proposal. GAI reserves the right to adjust its compensation if authorization to proceed is not received within 30 calendar days. • In the event of any claim, suit or dispute between the City and GAI, the City agrees to only pursue recovery from GAI and will not seek recovery from, pursue or file any claim, or suit, whether based on contract, tort including negligence, strict liability or otherwise against any director, or employee of GAI. • PERSONAL LIABILITY OF PERSONNEL DISCLAIMER-PURSUANT TO FLORIDA STATUTE 558.0035, TO THE FULLEST EXTENT PERMITTED BY LAW, OWNER AGREES THAT PURSUANT TO SECTION C, AN INDIVIDUAL EMPLOYEE OR AGENT MAY NOT BE HELD LIABLE FOR NEGLIGENCE. 3. PROJECT GOALS: Execute a buildable set of construction documents to include Plans, Specifications and required documentation (i.e. permits, design documents developed, etc..). 4. BUDGET: This price includes all labor and expenses anticipated to be incurred by GAI for the completion of these tasks in accordance with Professional Services Method “B” – Lump Sum – Percentage of Completion by Task, for a fee not to exceed Four Hundred Twenty Seven Thousand Five Hundred Fifty Five Dollars ($427,555). Permit application fees will be paid by GAI and invoiced to the City as a reimbursable. 5. SCHEDULE: GAI will begin work upon receipt of a copy of this Proposal executed and authorized below. GAI will provide a project schedule within 15 calendar days of notice-to-proceed. GAI will endeavor to complete its Scope of Services and deliver the project deliverables per the project schedule, subject to excused delay occasioned by factors beyond GAI’s reasonable control. The project is to be completed in 10-months from issuance of notice-to-proceed and assumes the City will review submittals within 15 days. The project deliverables are to be phased as follows: Preliminary Engineering Concept Design: 70 days Engineering 60% submittal: 90 days Engineering 90% submittal: 90 days Final Bid Documents: 30 days WORK ORDER INITIATION FORM 7 of 10 Revised: 12/3/2018 6. STAFF ASSIGNMENT (Consultant): GAI Key Staff Assignment: • Frank Bellomo, PLA - Senior Director of Landscape Architecture • Robert D. Fudge, PE - Project Manager • Ruth Perry, PLA - Landscape Architect Manager • Ronald Hoogland, PE - Engineering Director City Staff Assignment: • Elliot Shoberg – Stormwater Engineering Manager 7. CORRESPONDENCE/REPORTING PROCEDURES: ENGINEER’s project correspondence shall be directed to: • Robert D. Fudge, PE r.fudge@gaiconsultants.com (813) 605-7067 All City project correspondence shall be directed to: • Elliot Shoberg, P.E. elliot.shoberg@myclearwater.com (727) 562-4742 8. INVOICING/FUNDING PROCEDURES: For work performed, invoices shall be submitted monthly to the: City of Clearwater, Engineering Department Attention: Veronica Josef, Senior Staff Assistant PO Box 4748 Clearwater, Florida 33758-4748 City Invoicing Code: ENGF180001-DSGN-PROSVC 9. INVOICING PROCEDURES: At a minimum, in addition to the invoice amount(s) the following information shall be provided on all invoices submitted on the Work Order: A. Project Number, Purchase Order Number and Contract Amount. B. The time period (begin and end date) covered by the invoice. C. A short narrative summary of activities completed in the time period D. Contract billing method – Lump Sum or Cost Times Multiplier E. If Lump Sum, the percent completion, amount due, previous amount earned and total earned to date for all tasks (direct costs, if any, shall be included in lump sum amount). F. If Cost Times Multiplier, hours, hourly rates, names of individuals being billed, amount due, previous amount earned, total earned to date for each task and other direct costs (receipts will WORK ORDER INITIATION FORM 8 of 10 Revised: 12/3/2018 be required for any single item with a cost of $50 or greater or cumulative monthly expenses greater than $100). G. If the Work Order is funded by multiple funding codes, an itemization of tasks and invoice amounts by funding code. 10. SPECIAL CONSIDERATIONS: The consultant named above is required to comply with Section 119.0701, Florida Statutes (2013) where applicable. Please do not hesitate to contact me at 813-605-7067 if you have any questions or wish to discuss this Proposal. If this Proposal is acceptable, please sign where indicated below and return one copy for our file. This also will serve as authorization for GAI to proceed. GAI’s performance of the Scope of Services will be governed by the GAI Standard Terms and Conditions for Professional Services, attached hereto as Exhibit A and incorporated herein by reference. PREPARED BY: APPROVED BY: ________________________ ________________________ Robert D. Fudge, P.E. D. Scott Rice, P.E. Senior Engineering Manager City Engineer GAI Consultants, Inc. City of Clearwater ___________________ ___________________ Date Date ________________________ Frank Bellomo, PLA Senior Director of Landscape Architecture GAI Consultants, Inc. ___________________ Date Attachment “A” WORK ORDER INITIATION FORM 9 of 10 Revised: 12/3/2018 CITY OF CLEARWATER ENGINEERING DEPARTMENT WORK ORDER INITIATION FORM CITY DELIVERABLES 1. FORMAT The design plans shall be compiled utilizing the following methods: 1. City of Clearwater CAD standards. 2. Datum: Horizontal and Vertical datum shall be referenced to North American Vertical Datum of 1988 (vertical) and North American Datum of 1983/90 (horizontal). The unit of measurement shall be the United States Foot. Any deviation from this datum will not be accepted unless reviewed by City of Clearwater Engineering/Geographic Technology Division. 2. DELIVERABLES The design plans shall be produced on bond material, 24" x 36" at a scale of 1" = 20’ unless approved otherwise. Upon completion the consultant shall deliver all drawing files in digital format with all project data in Autodesk Civil 3D file format. If not available Land Desktop files are still acceptable, however the City or Clearwater is currently phasing out Land Desktop. NOTE: If approved deviation from Clearwater CAD standards are used the Consultant shall include all necessary information to aid in manipulating the drawings including either PCP, CTB file or pen schedule for plotting. The drawing file shall include only authorized fonts, shapes, line types or other attributes contained in the standard release of Autodesk, Inc. software. All block references and references contained within the drawing file shall be included. Please address any questions regarding format to Mr. Tom Mahony, at (727) 562 4762 or email address Tom.Mahony@myClearwater.com. All electronic files must be delivered upon completion of project or with 100% plan submittal to City of Clearwater. Attachment “B” WORK ORDER INITIATION FORM 10 of 10 Revised: 12/3/2018 Cleveland Street, Phase III Engineering Design GAI Consultants, Inc. WORK ORDER INITIATION FORM PROJECT BUDGET Task Description Subconsultant Services Labor Total 1.0 Pre- Design 1.1 Project Management Plan $12,960 $12,960 1.2 Progress Reports $4,320 $4,320 1.3 Coordination $14,000 $14,000 1.4 Meetings $0 $0 1.5 Task Allowance (10%) $3,128 $3,128 $34,408 2.0 Design 2.1 Ground Surveys (xyz, Inc.) $0 $0 TBD 2.2 Geotechnical Services $0 $0 TBD 2.3 Utility Locations by Vacuum Excavation (10) $0 $0 TBD 2.4 Task Allowance (10%) $0 TBD TBD 3.0 Final Design Plans and Specifications 3.1 30% Submittal $38,341 $38,341 3.2 60% Submittal $54,554 $54,554 3.2 90% Submittal $140,200 $140,200 3.2 Final Construction Documents $105,100 $105,100 3.3 Task Allowance (10%) $33,820 $33,820 $372,015 4.0 Permitting Services 4.1 FDEP Water and Waste Water $10,120 $10,120 4.2 Task Allowance (10%) $1,012 $1,012 $11,132 5.0 Construction Phase Services 5.1 Preconstruction Conference $0 TBD 5.2 Contractors RFI’s $0 TBD 5.3 Shop Drawing Review $0 TBD 5.4 Task Allowance (10%) $0 TBD TBD Subtotal, Labor and Subcontractors $417,555 Permit Review Fees $10,000 Other Direct Costs (prints, photocopies, postage, etc.) (Not applicable to lump sum Work Orders) $0 Grand Total $427,555 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#19-5624 Agenda Date: 2/7/2019 Status: Consent AgendaVersion: 1 File Type: Action ItemIn Control: Engineering Department Agenda Number: 7.9 SUBJECT/RECOMMENDATION: Approve a work order to Engineer of Record (EOR) Brown and Caldwell in the amount of $142,535 to provide design and bidding services for Marshall Street Water Reclamation Facility (WRF) Process Control Gate Repairs (18-0047-UT) and authorize the appropriate officials to execute same. (consent) SUMMARY: This project is intended to address deficiencies in the Marshall Street WRF process control gates identified during a Florida Department of Environmental Protection inspection. Work includes design and preparation of bid documents for repairing/replacing the gates that are located within the aeration basins/channels. This project will also provide the opportunity to isolate the basins for further evaluation of the diffused air system and a visual inspection of the basins for signs of structural deficiency. Brown and Caldwell is one of the City’s Engineers-of-Record, and this Work Order was negotiated in accordance with the Consultants Competitive Negotiations Act. The City of Clearwater’s Public Utilities Department is responsible for owning, operating and maintaining the Marshall Street WRF. APPROPRIATION CODE AND AMOUNT: 3217321-530100-96213 $142,535 Funds are available in capital improvement project 96213, Marshall Street Upgrade Improvements, to fund this work order. Page 1 City of Clearwater Printed on 2/7/2019 Work Order Initiation Form (v. 11/29/17) Page 1 of 11 7/31/2018 Brown and Caldwell WORK ORDER INITIATION FORM for the CITY OF CLEARWATER Date: 1-17-19 Consultant Project Number: City Project Number: 18-0047-UT Plan Set Number: 1. PROJECT TITLE: MS WRF Process Control Gates Repairs (FDEP) 2. SCOPE OF SERVICES: Brown and Caldwell (Consultant) will provide the following services to the City of Clearwater (the City): The Consultant has been requested to design improvements to address deficiencies identified by FDEP in an August 7, 2018 letter for the MSWRF. The improvements within the letter identify gate actuator repairs/replacement within the secondary settlement tanks. The City desires the Consultant to assist in the preparation of bid documents for the gate repairs/replacement associated with the aeration channels within the secondary settlement basin. In addition, the associated bid documents will require the aeration tanks to be isolated and have grit removed, diffused air system (inclusive of only the diffusers and connecting piping) to be evaluated and repaired, the tank drains repaired (assuming this can be accomplished by gravity flow), and the basins effluent weirs repaired to working order during the gate replacement effort. 100 PRE-DESIGN PHASE Task 101 Project Management Plan and Field Work Safety Plan. The Field Work Safety Plan will be submitted to the City prior to field activities. Task 102 Progress Reports and Invoices Work Order Initiation Form (v. 11/29/17) Page 2 of 11 7/31/2018 Task 103 Project Coordination a. City coordination for schedules, field visits, miscellaneous communication and project updates. b. Consultant coordination regarding project deliverables, City schedules and miscellaneous project updates based on received direction from the City. Task 104 Meetings The Consultant will prepare an agenda, sign-in sheet and a meeting summary for each meeting listed below: a. Project Kickoff and Site Visit. Consultant shall prepare for and lead a project kick-off meeting with City staff to review the goals and objectives of the project, to establish lines of communication between City staff and the Consultant’s project team, and to identify the operating data and other information needed by Consultant to begin work on the project. A site visit to the MSWRF will be conducted. b. 30% Review Meeting following submittal of 30% design documents. c. 60% Review Meeting following submittal of 60% design documents. d. 90% Review Meeting following submittal of 90% design documents. The Consultant will provide the appropriate design phase submittal at least two weeks (10 business days) prior to the review meeting to allow for City review of the submittal prior to the meeting. The review meeting will occur approximate one week following the receipt of the City’s comments. Following the meeting, the City will have an additional week (5 days) to provide additional written comments to Consultant. 200 FINAL DESIGN PHASE Consultant will perform the services as described below. Task 201 30% Design The Consultant will conduct up to 3 field visits to observe and assess the existing structural and mechanical components of the gates, and weirs as are visible without entering the tanks or confined spaces. The City will take down one settlement tank basin for visual inspection by the Consultant to see if there are any visual signs of structural deficiency and to estimate the volume of grit on the floor bottom for estimating grit removal quantities for removal by a contractor. The Consultant will deliver a Draft 30% document for review and comment by the City. After receiving written comments from the City, the Consultant will incorporate the City comments into a Final 30% document. Work Order Initiation Form (v. 11/29/17) Page 3 of 11 7/31/2018 A. Consultant will review existing record drawings, shop drawings, and Standard Operating Protocol (SOP) documents, as provided by the CITY, and evaluate the following: i. The existing gate configuration for the secondary settlement process is such that each of the four channels have 3 gates (12 gates in total). The Engineer will evaluate the hydraulics of the existing gate configuration to determine if modifications can be made to eliminate any of the gates. ii. The basins effluent weirs will be evaluated for proper operation by the City. The Consultant will specify equivalent weir replacement as deemed necessary by the City. iii. The basin floor drains will be evaluated based on available record drawings and the City’s understanding of their ability to operate the drains. The Consultant will determine if any changes can be made to reestablish draining the basins by gravity flow. B. Coordination with Gate manufacturers to discuss repair and/or replacement options. C. Coordination with City operations staff. D. Consultant will provide 30% design documents, which will include the following: i. Technical Memorandum documenting the following: 1) Existing process operations and equipment; 2) Observed conditions based on field observations and recommend repair options; 3) Hydraulic evaluation for reducing the number of gates required (currently 3 per basin); 4) Proposed repair and/or replacement options for gates and weirs; 5) Basin drain repair options; 6) Develop preliminary bypass and maintenance of plant operations plan for maintaining the basin process water flows during construction of the gate repair/replacement. A detailed written plan will be included within the technical specification as part of 90% Design and Final Design submittals. 7) Table of Contents for the Technical specifications, to be included as Section IVA, supplementing the Consultants Division 1 through 17 as necessary. 8) Drawing list for detailed design. 9) Engineers Opinion of Probable Construction Cost (EOPCC) ii. Typical details for gate repair/replacement Task 202 60% Design Work Order Initiation Form (v. 11/29/17) Page 4 of 11 7/31/2018 Consultant will provide 60% design documents, which will include technical specifications, plan sheets, details following the recommendation of Task 201. 60% design documents generally include the following: 1) Cover sheet with sheet list, symbols and abbreviations, general notes 2) Structural plans and sections 3) Process/mechanical plans and sections 4) Draft Technical Specifications not including Division 1 5) Updated EOPCC Task 203 90% Design Consultant will provide 90% design documents, which include updated design documents included in the 60% design. 90% documents generally include the following: 1) Updated 60% sheets 2) Structural details 3) Process/mechanical details 4) Division 1 documents and updated Technical specifications, including bid forms 5) Updated EOPCC Task 204 Final Design Consultant will incorporate City’s comments on Consultant’s 90% deliverables and provide the final plan sheets and specifications along with a final EOPCC. Task 205 FDEP Response Letter Consultant will assist in drafting three update letters regarding the gate repair activities to notify FDEP of the City’s progress associate with the tank repairs: 1. Design Activities 2. Construction Activities 3. Completed Activities Task 206 Contingency Consultant shall provide additional services as mutually agreed upon. An example; it is assumed that there are no major structural deficiencies, however should additional investigation or design be required to address observed conditions, additional fee may be required to cover additional design effort. 300 BIDDING PHASE Task 301 Pre-bid Meeting Consultant’s project engineer shall attend the pre-bid meeting and provide a project description to those in attendance. Consultant shall assist in preparing a meeting summary, Work Order Initiation Form (v. 11/29/17) Page 5 of 11 7/31/2018 and a formal response to questions asked during the meeting. The City will provide an agenda and sign-in sheet and will be responsible for issuing any formal response from the meeting. The Consultant shall prepare technical responses for the City to include in their formal response. Task 302 Addenda Consultant will provide written responses to technical questions for up to one (1) addenda as requested by the City. The City will be responsible for issuing addenda. Task 303 Conformed Documents Consultant will provide conformed documents, if needed. Task 304 Recommendation Consultant will review bid tabulations, verify apparent low bidder responsiveness, and recommend award. Consultant will prepare a recommendation letter to the City. Deliverables: • 30% Draft – Three (3) printed copies and a PDF file format of the deliverable • 30% Final – Three (3) printed signed and sealed copies and a PDF file format of the deliverable • 60% and 90% – Drawings will be based on full size, 24”x36” paper and half size drawings shall be standard tabloid size 11”x17” paper. Three (3) printed copies of plans in 11 x 17 and specifications 3 ring bound, PDF file format of plans and specifications; specifications in Microsoft (MS) Word file format • Final Documents – Three (3) copies of full-size bid documents, signed and sealed by a Registered Florida Professional Engineer, and in PDF; specifications in MS Word file format • Addenda, up to one (1) addenda, in MS Word file format • Conformed Documents – Three (3) copies of conformed documents, signed and sealed by a Registered Florida Professional Engineer, and in PDF; specifications in MS Word file format • Letter of Recommendation, MS Word file format • FDEP Update Letters, MS Word file format, and in PDF file format Work Order Initiation Form (v. 11/29/17) Page 6 of 11 7/31/2018 3. PROJECT GOALS: A. Prepare a Technical Memorandum, at the 30% design level, documenting the detailed design to be completed, including a preliminary bypass and maintenance of plant operations plan for maintaining the basin process water flows during construction. B. Prepare bid documents for the City to bid and award repairs to a contractor for the gate repairs/replacement associated with the aeration channels within the secondary settlement basin. In addition, the bid documents will require the aeration tanks to be isolated and have grit removed, diffused air system to be evaluated and repaired, the tank drains repaired, and the basins effluent weirs repaired to working order during the gate replacement effort. C. Assist with documentation of the City’s progress of the Project to FDEP. 4. BUDGET: See – Attachment “B” This price includes all labor and expenses anticipated to be incurred by Consultant for the completion of these tasks in accordance with Professional Services Method “A” – Cost Times Multiplier Basis, for a fee not to exceed One hundred forty two thousand five hundred thirty five Dollars ($142,535). 5. SCHEDULE: The project design is to be completed six months from issuance of notice-to-proceed (NTP). The project deliverables are to be phased as shown below. Milestones Business Days from NTP Kickoff Meeting 10 30% Design 50 60% Design 110 90 Design 160 Final Design 190 Bid Phase TBD 6. STAFF ASSIGNMENT: Brown and Caldwell: Todd Bosso, PE – Managing Engineer, Project Manager Phil Walker, PE – Project Engineer Robert Hrabovsky, PE – Structural Engineer Work Order Initiation Form (v. 11/29/17) Page 7 of 11 7/31/2018 Rhona Gonzalez – Project Analyst I Carlota Centeio – Project Coordinator City of Clearwater: Jenelle Ostrowski, PE - Project Manager Ryan Alexander – Public Utilities Site Representative (as appropriate) Michael Flanigan – Public Utilities Liaison (as appropriate) Michael Gilliam and Jason Jennings - Public Utilities Manager (as appropriate) Jeremy J. Brown, PE - Utilities Engineering Manager Richard G. Gardner, PE - Public Utilities Assistant Director 7. CORRESPONDENCE/REPORTING/COMMUNICATIONS PROCEDURES: Consultant’s project correspondence shall be directed to Consultant’s Project Manager. All City project correspondence shall be directed to the Project Manager, with copies to the Utilities Engineering Manager and Public Utilities Assistant Director. Consultant shall provide a minimum of forty-eight (48) hours’ notice prior to conducting fieldwork/site visits. Consultant shall provide a minimum of seven (7) days notification for site visits requiring the assistance of City Operations and Maintenance personnel. Consultant acknowledges that all City directives shall be provided by the City Project Manager. A health and safety plan must be submitted and approved by the Project Manager prior to conducting any fieldwork/site visits. In addition to the original copies delivered as stated in the scope of work, all project deliverables will be submitted in electronic format on CD or other City approved device prior to approval of final invoice. 8. INVOICING/FUNDING PROCEDURES: For work performed, invoices shall be submitted monthly to the: City of Clearwater, Engineering Department Attn. Veronica Josef, Senior Staff Assistant PO Box 4748 Clearwater, Florida 33758-4748 City Invoicing Code: 3217321-530100-96213 Work Order Initiation Form (v. 11/29/17) Page 8 of 11 7/31/2018 9. INVOICING PROCEDURES At a minimum, in addition to the invoice amount(s) the following information shall be provided on all invoices submitted on the Work Order: A. Project Number, Purchase Order Number, and Contract Amount. B. The time-period (begin and end date) covered by the invoice. C. A short narrative summary of activities completed in the time period D. Contract billing method – Lump Sum or Cost Times Multiplier E. If Lump Sum, the percent completion, amount due, previous amount earned and total earned to date for all tasks (direct costs, if any, shall be included in lump sum amount). F. If Cost Times Multiplier, hours, hourly rates, names of individuals being billed, amount due, previous amount earned, total earned to date for each task and other direct costs (receipts will be required for any single item with a cost of $50 or greater or cumulative monthly expenses greater than $100). G. If the Work Order is funded by multiple funding codes, an itemization of tasks and invoice amounts by funding code. 10. SPECIAL CONSIDERATIONS: Consultant shall comply with Section 119.0701, Florida Statutes (2016) where applicable. Consultant’s scope of services, budget, and schedule assume the following: a. The scope of work and budget assumes that record drawings are accurate and field verification will not be provided as a part of this scope of work. b. The City will provide equipment and manpower necessary to assess the approximate grit depth with the secondary settlement tanks. The Consultant will witness and assist in the data collection. c. Bidding Services and solicitation of quotes to perform the scope of work will be performed by the City. d. No electrical or instrumentation and control disciplines are required for this project. e. No civil/stormwater improvements are required or included in this scope of work. f. No Building Department permitting services will be required. g. No structural evaluation of the existing tanks will be performed. h. No infrastructure assessment will be performed. i. Surveying, Subsurface Utility Engineering, and Geotechnical Services are not included. j. No Permit Application or related work is included. k. No confined space entry. l. The City will be prepare all contract documents and bid advertisements and provide City standard specifications for the Consultant to reference and amend (Section IVA) Division 1 through 17 as needed. m. No record drawings will be provided. Work Order Initiation Form (v. 11/29/17) Page 9 of 11 7/31/2018 PREPARED BY: APPROVED BY: ________________________ ________________________ Todd Bosso, PE D. Scott Rice, P.E. Managing Engineer City Engineer Brown and Caldwell City of Clearwater ___________________ ___________________ Date Date Attachment “A” Work Order Initiation Form (v. 11/29/17) Page 10 of 11 7/31/2018 CITY OF CLEARWATER ENGINEERING DEPARTMENT WORK ORDER INITIATION FORM CITY DELIVERABLES 1. FORMAT The design plans shall be compiled utilizing the following methods: 1. City of Clearwater CAD standards. 2. Datum: Horizontal and Vertical datum shall be referenced to North American Vertical Datum of 1988 (vertical) and North American Datum of 1983/90 (horizontal). The unit of measurement shall be the United States Foot. Any deviation from this datum will not be accepted unless reviewed by City of Clearwater Engineering/Geographic Technology Division. 2. DELIVERABLES The design plans shall be produced on bond material, 24" x 36" at a scale of 1" = 20’ unless approved otherwise. Upon completion the consultant shall deliver all drawing files in digital format with all project data in Autodesk Civil 3D file format. If not available Land Desktop files are still acceptable, however the City or Clearwater is currently phasing out Land Desktop. NOTE: If approved deviation from Clearwater CAD standards are used the Consultant shall include all necessary information to aid in manipulating the drawings including either PCP, CTB file or pen schedule for plotting. The drawing file shall include only authorized fonts, shapes, line types or other attributes contained in the standard release of Autodesk, Inc. software. All block references and references contained within the drawing file shall be included. Please address any questions regarding format to Mr. Tom Mahony, at (727) 562 4762 or email address Tom.Mahony@myClearwater.com. All electronic files must be delivered upon completion of project or with 100% plan submittal to City of Clearwater. Attachment “B” Work Order Initiation Form (v. 11/29/17) Page 11 of 11 7/31/2018 MS WRF PROCESS CONTROL GATES REPAIRS (FDEP) Brown and Caldwell WORK ORDER INITIATION FORM PROJECT BUDGET Task Description Subconsultant Services Labor Total 100 Pre- Design 101 Project Management $1,566 102 Progress Report and Invoices $8,033 103 Project Coordination $6,060 104 Meetings $9,232 $24,891 200 Final Design Phase 201 30% Design $28,280 202 60% Design $31,924 203 90% Design $23,268 204 Final Design $14,613 205 FDEP Response Letter $2,096 206 Contingency 10,000 $110,181 300 Bidding Phase 301 Pre-Bid Meeting $1,301 302 Addenda $2,474 303 Conformed Documents $2,248 304 Recommendation $790 $6,813 Subtotal, Labor and Subcontractors $141,885 Permit Review Fees Other Direct Costs (prints, photocopies, postage, etc.) (Not applicable to lump sum Work Orders) $650 Grand Total $142,535 N BETTY LN H A R B O R D R ENGMAN ST LA SALLE ST OVERBROOK AVE TANGERINE ST HOLT AVE PALM BLUFF ST MARSHALL ST DOUGLASAVES T E V E N S O N'S D R CLAIRE DR BECKETT ST CARLTON ST JADE AVE FAIRBURN AVE GRANT ST N WASHINGTON AVE N MADISON AVE CARO L DRSTOCKTONDR ENGMAN ST DOUGLAS AVE LOCATION MAP ²Prepared by:Engineering DepartmentGeographic Technology Division100 S. Myrtle Ave, Clearwater, FL 33756Ph: (727)562-4750, Fax: (727)526-4755www.MyClearwater.com CRM JO N.T.S.269B 10-29-1501/23/2019Map Gen By:Reviewed By:S-T-R:Grid #:Date:Scale: Marshall St Water Reclamation FacilityProcess Control Gates Repairs (FDEP)Project # 18-0047-UT Document Path: V:\GIS\Engineering\Location Maps\WRF Marshall 18-0047-UT.mxd PROJECTLOCATION STEV E N S ONCRE E K Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#19-5628 Agenda Date: 2/7/2019 Status: Consent AgendaVersion: 1 File Type: Action ItemIn Control: Fire Department Agenda Number: 7.10 SUBJECT/RECOMMENDATION: Approve the agreement between Phillies Florida LLC and the City of Clearwater Fire and Rescue Department to provide emergency medical services at Spectrum Field for 2019 baseball events as outlined in the agreement and authorize the Fire Chief to execute same. (consent) SUMMARY: The Phillies Florida LLC (Phillies Florida) will enter into an agreement with Clearwater Fire & Rescue (CFR) for the provision of EMS services for the 2019 Philadelphia Phillies spring training game; every 2019 Clearwater Threshers game; and for 10 selected special events designated by Phillies Florida in 2019. There will be a mutually agreed-upon method of checking in and checking out at each game/event for billing purposes at the rate established in the agreement. The minimum time for each event will be four hours. Any time spent at the ball park after those four hours will be compensated at the hourly rate set forth in the agreement and checked against the sign out time by the teams at the ballpark. CFR will provide monthly invoices to Phillies Florida for the services CFR provides pursuant to the agreement, which invoices will be paid within twenty days of receipt. The City of Clearwater, to the extent permitted by applicable law, including, but not limited to Section 768.28, Florida Statutes, shall indemnify, defend and hold harmless Phillies Florida, and others noted in the agreement. CFR will document any incidents that may occur during the course of the performance of its obligations hereunder and, subject to applicable law, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996 (HIPAA) Privacy and Security Rules, and use best efforts to get those treated to sign a medical information disclosure form legally authorizing CFR to provide copies of such documentation to Phillies Florida upon request. The term of the agreement shall be from the date it is signed through December 31, 2019 and either party may terminate as outlined in the agreement. APPROPRIATION CODE AND AMOUNT: N/A USE OF RESERVE FUNDS: N/A Page 1 City of Clearwater Printed on 2/7/2019 File Number: ID#19-5628 Page 2 City of Clearwater Printed on 2/7/2019 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#19-5689 Agenda Date: 2/7/2019 Status: Consent AgendaVersion: 1 File Type: Action ItemIn Control: Information Technology Agenda Number: 7.11 SUBJECT/RECOMMENDATION: Approve Renewal of License and Maintenance Services Agreement with Environmental Systems Research Institute (ESRI) of Redwood, CA, for an amount not to exceed $272,340.00 for mapping and land management software licensing and maintenance and authorize the appropriate officials to execute same. (consent) SUMMARY: ESRI software is the City’s mapping software and is used by all departments for mapping, land records management, infrastructure tracking, spatial tracking, dispatching and spatial analysis. This agreement is for a 3-year term from January 2019 through December 2022. Software licensing includes all webservices and development tools for the customization and creation of applications and display of data. APPROPRIATION CODE AND AMOUNT: Funds are budgeted and available in the Information Technology operating budget, cost codes 5559864-530300 (contractual services) for planned expenditures in the current fiscal year. Expenditures for future fiscal years will be budgeted in the same line item of the IT Admin Services budget. Page 1 City of Clearwater Printed on 2/7/2019 Material Qty Description Unit Price Total 149390 1 Populations of 100,001 to 125,000 Small Government Term Enterprise License Agreement. Year One. 75,000.00 75,000.00 149390 1 Populations of 100,001 to 125,000 Small Government Term Enterprise License Agreement. Year Two. 75,000.00 75,000.00 149390 1 Populations of 100,001 to 125,000 Small Government Term Enterprise License Agreement. Year Three. 75,000.00 75,000.00 Item Total:225,000.00 Subtotal:225,000.00 Sales Tax:0.00 Estimated Shipping & Handling(2 Day Delivery) :0.00 Contract Pricing Adjust:0.00 The following items are optional items listed for your convenience. These items are not included in the totals of this quotation. Material Qty Description Unit Price Total 155783 1 ArcGIS Data Interoperability for Desktop and Server Populations of 100,001 to 125,000 Small Government Term Enterprise License Agreement. Year One 4,500.00 4,500.00 148098 1 ArcGIS Data Interoperability for Desktop Single Use Term License (Do not purchade this if purchasing above Add-On.) 600.00 600.00 159864 3 ArcGIS GeoEvent Server Populations of 100,001 to 125,000 Small Government Term Enterprise License Agreement Year One 8,000.00 24,000.00 126981 30 Small Enterprise License Agreement Training Package Add-On at ESRI Site 30 Days Prepaid ILT / ILV, Over 3 Year Term, Per Student Seat, 10 Days per Annum Instructor Led Training ($6,080/yr) 608.00 18,240.00 Total:$225,000.00 The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use document found at https://assets.esri.com/content/dam/esrisites/media/legal/product-specific-terms-of-use/e300.pdf, and your applicable signed agreement with Esri. If no such agreement covers any item quoted, then Esri’s standard terms and conditions found at https://assets.esri.com/content/dam/esrisites/media/legal/ma-full/ma-full.pdf apply to your purchase of that item. Federal government entities and government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri’s GSA Federal Supply Schedule. Supplemental terms and conditions found at https://www.esri.com/en-us/legal/terms/state-supplemental apply to some state and local government purchases. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri’s offerings. Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. Unless prohibited by law, the quotation information is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license. The information may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin. If sending remittance, please address to: Esri, P.O. Box 741076, Los Angeles, CA 90074-1076 This offer is limited to the terms and conditions incorporated and attached herein.FAINA For questions contact:Ali Fain Email:afain@esri.com Phone:(305) 446-9786 x8742 Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program. Environmental Systems Research Institute, Inc. 380 New York St Redlands, CA 92373-8100 Phone: 909-793-2853 Fax: 909-307-3049 DUNS Number: 06-313-4175 CAGE Code: 0AMS3 Quotation # 20537486 Date: Customer # 142475 Contract # ENTERPRISE AGREEMENT City of Clearwater Information Systems Dept 100 S Myrtle Ave Ste 360 Clearwater, FL 33756-5520 ATTENTION: Jeremy Williams PHONE: (727) 562-4842 FAX: (727) 562-4696 To expedite your order, please attach a copy of this quotation to your purchase order. Quote is valid from: 09/25/2018 To: 12/24/2018 September 25, 2018 If you have made ANY alterations to the line items included in this quote and have chosen to sign the quote to indicate your acceptance, you must fax Esri the signed quote in its entirety in order for the quote to be accepted. You will be contacted by your Customer Service Representative if additional information is required to complete your request. If your organization is a US Federal, state, or local government agency; an educational facility; or a company that will not pay an invoice without having issued a formal purchase order, a signed quotation will not be accepted unless it is accompanied by your purchase order. In order to expedite processing, please reference the quotation number and any/all applicable Esri contract number(s) (e.g. MPA, ELA, SmartBuy, GSA, BPA) on your ordering document. BY SIGNING BELOW, YOU CONFIRM THAT YOU ARE AUTHORIZED TO OBLIGATE FUNDS FOR YOUR ORGANIZATION, AND YOU ARE AUTHORIZING ESRI TO ISSUE AN INVOICE FOR THE ITEMS INCLUDED IN THE ABOVE QUOTE IN THE AMOUNT OF $___________, PLUS SALES TAXES IF APPLICABLE. DO NOT USE THIS FORM IF YOUR ORGANIZATION WILL NOT HONOR AND PAY ESRI'S INVOICE WITHOUT ADDITIONAL AUTHORIZING PAPERWORK. Please check one of the following: ___ I agree to pay any applicable sales tax. ___ I am tax exempt, please contact me if exempt information is not currently on file with Esri. Signature of Authorized Representative Name (Please Print) Title The quotation information is proprietary and may not be copied or released other than for the express purpose of system selection and purchase/license. This information may not be given to outside parties or used for any other purpose without consent from Environmental Systems Research Institute, Inc. (Esri). Any estimated sales and/or use tax reflected on this quote has been calculated as of the date of this quotation and is merely provided as a convenience for your organization's budgetary purposes. Esri reserves the right to adjust and collect sales and/or use tax at the actual date of invoicing. If your organization is tax exempt or pays state tax directly, then prior to invoicing, your organization must provide Esri with a copy of a current tax exemption certificate issued by your state's taxing authority for the given jurisdiction. Date The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use document found at https://assets.esri.com/content/dam/esrisites/media/legal/product-specific-terms-of-use/e300.pdf, and your applicable signed agreement with Esri. If no such agreement covers any item quoted, then Esri’s standard terms and conditions found at https://assets.esri.com/content/dam/esrisites/media/legal/ma-full/ma-full.pdf apply to your purchase of that item. Federal government entities and government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri’s GSA Federal Supply Schedule. Supplemental terms and conditions found at https://www.esri.com/en-us/legal/terms/state-supplemental apply to some state and local government purchases. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri’s offerings. Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. Unless prohibited by law, the quotation information is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license. The information may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin. If sending remittance, please address to: Esri, P.O. Box 741076, Los Angeles, CA 90074-1076 This offer is limited to the terms and conditions incorporated and attached herein.FAINA For questions contact:Ali Fain Email:afain@esri.com Phone:(305) 446-9786 x8742 Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program. Environmental Systems Research Institute, Inc. 380 New York St Redlands, CA 92373-8100 Phone: 909-793-2853 Fax: 909-307-3049 DUNS Number: 06-313-4175 CAGE Code: 0AMS3 Quotation # 20537486 Date: Customer # 142475 Contract # ENTERPRISE AGREEMENT City of Clearwater Information Systems Dept 100 S Myrtle Ave Ste 360 Clearwater, FL 33756-5520 ATTENTION: Jeremy Williams PHONE: (727) 562-4842 FAX: (727) 562-4696 To expedite your order, please attach a copy of this quotation to your purchase order. Quote is valid from: 09/25/2018 To: 12/24/2018 September 25, 2018 Esri Use Only: Cust. Name Cust. # PO # Esri Agreement # Page 1 of 6 November 20, 2018 SMALL ENTERPRISE AGREEMENT COUNTY AND MUNICIPALITY GOVERNMENT (E214-4) This Agreement is by and between the organization identified in the Quotation ("Customer") and Environmental Systems Research Institute, Inc. ("Esri"). This Agreement sets forth the terms for Customer's use of Products and incorporates by reference (i) the Quotation and (ii) the Master Agreement. Should there be any conflict between the terms and conditions of the documents that comprise this Agreement, the order of precedence for the documents shall be as follows: (i) the Quotation, (ii) this Agreement, and (iii) the Master Agreement. This Agreement shall be governed by and construed in accordance with the laws of the state in which Customer is located without reference to conflict of laws principles, and the United States of America federal law shall govern in matters of intellectual property. The modifications and additional rights granted in this Agreement apply only to the Products listed in Table A. Table A List of Products Uncapped Quantities Desktop Software and Extensions (Single Use) ArcGIS Desktop Advanced ArcGIS Desktop Standard ArcGIS Desktop Basic ArcGIS Desktop Extensions: ArcGIS 3D Analyst, ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst, ArcGIS Publisher, ArcGIS Network Analyst, ArcGIS Schematics, ArcGIS Workflow Manager, ArcGIS Data Reviewer Enterprise Software and Extensions ArcGIS Enterprise and Workgroup (Advanced and Standard) ArcGIS Enterprise Extensions: ArcGIS 3D Analyst, ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst, ArcGIS Network Analyst, ArcGIS Schematics, ArcGIS Workflow Manager Enterprise Additional Capability Servers ArcGIS Image Server Developer Tools ArcGIS Engine ArcGIS Engine Extensions: ArcGIS 3D Analyst, ArcGIS Spatial Analyst, ArcGIS Engine Geodatabase Update, ArcGIS Network Analyst, ArcGIS Schematics ArcGIS Runtime (Standard) ArcGIS Runtime Analysis Extension Limited Quantities One (1) Professional subscription to ArcGIS Developer* Two (2) Esri CityEngine Advanced Single Use Licenses 500 ArcGIS Online Viewers 500 ArcGIS Online Creators 62,500 ArcGIS Online Service Credits 500 Level 2 ArcGIS Enterprise Named Users 7 Insights for ArcGIS for use with ArcGIS Enterprise 7 Insights for ArcGIS for use with ArcGIS Online OTHER BENEFITS Number of Esri User Conference registrations provided annually 4 Number of Tier 1 Help Desk individuals authorized to call Esri 4 Maximum number of sets of backup media, if requested** 2 Self-Paced e-Learning Uncapped Five percent (5%) discount on all individual commercially available instructor-led training classes at Esri facilities purchased outside this Agreement (Discount does not apply to Small Enterprise Training Package) * Maintenance is not provided for these items **Additional sets of backup media may be purchased for a fee Page 2 of 6 November 20, 2018 Customer may accept this Agreement by signing and returning the whole Agreement with (i) the Quotation attached, (ii) a purchase order, or (iii) another document that matches the Quotation and references this Agreement ("Ordering Document"). ADDITIONAL OR CONFLICTING TERMS IN CUSTOMER'S PURCHASE ORDER OR OTHER DOCUMENT WILL NOT APPLY, AND THE TERMS OF THIS AGREEMENT WILL GOVERN. This Agreement is effective as of the date of Esri's receipt of an Ordering Document, unless otherwise agreed to by the parties ("Effective Date"). Term of Agreement: Three (3) years This Agreement supersedes any previous agreements, proposals, presentations, understandings, and arrangements between the parties relating to the licensing of the Products. Except as provided in Article 4— Product Updates, no modifications can be made to this Agreement. Accepted and Agreed: (Customer) By: Authorized Signature Printed Name: Title: Date: CUSTOMER CONTACT INFORMATION Contact: Telephone: Address: Fax: City, State, Postal Code: E-mail: Country: Quotation Number (if applicable): Page 3 of 6 November 20, 2018 1.0—ADDITIONAL DEFINITIONS In addition to the definitions provided in the Master Agreement, the following definitions apply to this Agreement: "Case" means a failure of the Software or Online Services to operate according to the Documentation where such failure substantially impacts operational or functional performance. "Deploy", "Deployed" and "Deployment" mean to redistribute and install the Products and related Authorization Codes within Customer's organization(s). "Fee" means the fee set forth in the Quotation. "Maintenance" means Tier 2 Support, Product updates, and Product patches provided to Customer during the Term of Agreement. "Master Agreement" means the applicable master agreement for Esri Products incorporated by this reference that is (i) found at http://www.esri.com/legal/software-license and available in the installation process requiring acceptance by electronic acknowledgment or (ii) a signed Esri master agreement or license agreement that supersedes such electronically acknowledged master agreement. "Product(s)" means the products identified in Table A—List of Products and any updates to the list Esri provides in writing. "Quotation" means the offer letter and quotation provided separately to Customer. "Technical Support" means the technical assistance for attempting resolution of a reported Case through error correction, patches, hot fixes, workarounds, replacement deliveries, or any other type of Product corrections or modifications. "Tier 1 Help Desk" means Customer's point of contact(s) to provide all Tier 1 Support within Customer's organization(s). "Tier 1 Support" means the Technical Support provided by the Tier 1 Help Desk. "Tier 2 Support" means the Esri Technical Support provided to the Tier 1 Help Desk when a Case cannot be resolved through Tier 1 Support. 2.0—ADDITIONAL GRANT OF LICENSE 2.1 Grant of License. Subject to the terms and conditions of this Agreement, Esri grants to Customer a personal, nonexclusive, nontransferable license solely to use, copy, and Deploy quantities of the Products listed in Table A—List of Products for the Term of Agreement (i) for the applicable Fee and (ii) in accordance with the Master Agreement. 2.2 Consultant Access. Esri grants Customer the right to permit Customer's consultants or contractors to use the Products exclusively for Customer's benefit. Customer will be solely responsible for compliance by consultants and contractors with this Agreement and will ensure that the consultant or contractor discontinues use of Products upon completion of work for Customer. Access to or use of Products by consultants or contractors not exclusively for Customer's benefit is prohibited. Customer may not permit its consultants or contractors to install Software or Data on consultant, contractor, or third-party computers or remove Software or Data from Customer locations, except for the purpose of hosting the Software or Data on Contractor servers for the benefit of Customer. 3.0—TERM, TERMINATION, AND EXPIRATION 3.1 Term. This Agreement and all licenses hereunder will commence on the Effective Date and continue for the duration identified in the Term of Agreement, unless this Agreement is terminated earlier as provided herein. Customer is only authorized to use Products during the Term of Agreement. For an Agreement with a limited term, Esri does not grant Customer an indefinite or a perpetual license to Products. 3.2 No Use upon Agreement Expiration or Termination. All Product licenses, all Maintenance, and Esri User Conference registrations terminate upon expiration or termination of this Agreement. 3.3 Termination for a Material Breach. Either party may terminate this Agreement for a material breach by the other party. The breaching party will have thirty (30) days from the date of written notice to cure any material breach. 3.4 Termination for Lack of Funds. For an Agreement with government or government- owned entities, either party may terminate this Agreement before any subsequent year if Page 4 of 6 November 20, 2018 Customer is unable to secure funding through the legislative or governing body's approval process. 3.5 Follow-on Term. If the parties enter into another agreement substantially similar to this Agreement for an additional term, the effective date of the follow-on agreement will be the day after the expiration date of this Agreement. 4.0—PRODUCT UPDATES 4.1 Future Updates. Esri reserves the right to update the list of Products in Table A—List of Products by providing written notice to Customer. Customer may continue to use all Products that have been Deployed, but support and upgrades for deleted items may not be available. As new Products are incorporated into the standard program, they will be offered to Customer via written notice for incorporation into the Products schedule at no additional charge. Customer's use of new or updated Products requires Customer to adhere to applicable additional or revised terms and conditions in the Master Agreement. 4.2 Product Life Cycle. During the Term of Agreement, some Products may be retired or may no longer be available to Deploy in the identified quantities. Maintenance will be subject to the individual Product Life Cycle Support Status and Product Life Cycle Support Policy, which can be found at http://support.esri.com/en/content/productlifecycl es. Updates for Products in the mature and retired phases may not be available. Customer may continue to use Products already Deployed, but Customer will not be able to Deploy retired Products. 5.0—MAINTENANCE The Fee includes standard maintenance benefits during the Term of Agreement as specified in the most current applicable Esri Maintenance and Support Program document (found at http://www.esri.com/legal). At Esri's sole discretion, Esri may make patches, hot fixes, or updates available for download. No Software other than the defined Products will receive Maintenance. Customer may acquire maintenance for other Software outside this Agreement. a. Tier 1 Support 1. Customer will provide Tier 1 Support through the Tier 1 Help Desk to all Customer's authorized users. 2. The Tier 1 Help Desk will be fully trained in the Products. 3. At a minimum, Tier 1 Support will include those activities that assist the user in resolving how-to and operational questions as well as questions on installation and troubleshooting procedures. 4. The Tier 1 Help Desk will be the initial point of contact for all questions and reporting of a Case. The Tier 1 Help Desk will obtain a full description of each reported Case and the system configuration from the user. This may include obtaining any customizations, code samples, or data involved in the Case. 5. If the Tier 1 Help Desk cannot resolve the Case, an authorized Tier 1 Help Desk individual may contact Tier 2 Support. The Tier 1 Help Desk will provide support in such a way as to minimize repeat calls and make solutions to problems available to Customer’s organization. 6. Tier 1 Help Desk individuals are the only individuals authorized to contact Tier 2 Support. Customer may change the Tier 1 Help Desk individuals by written notice to Esri. b. Tier 2 Support 1. Tier 2 Support will log the calls received from Tier 1 Help Desk. 2. Tier 2 Support will review all information collected by and received from the Tier 1 Help Desk including preliminary documented troubleshooting provided by the Tier 1 Help Desk when Tier 2 Support is required. 3. Tier 2 Support may request that Tier 1 Help Desk individuals provide verification of information, additional information, or answers to additional questions to supplement any preliminary information gathering or troubleshooting performed by Tier 1 Help Desk. 4. Tier 2 Support will attempt to resolve the Case submitted by Tier 1 Help Desk. Page 5 of 6 November 20, 2018 5. When the Case is resolved, Tier 2 Support will communicate the information to Tier 1 Help Desk, and Tier 1 Help Desk will disseminate the resolution to the user(s). 6.0—ENDORSEMENT AND PUBLICITY This Agreement will not be construed or interpreted as an exclusive dealings agreement or Customer's endorsement of Products. Either party may publicize the existence of this Agreement. 7.0—ADMINISTRATIVE REQUIREMENTS 7.1 OEM Licenses. Under Esri's OEM or Solution OEM programs, OEM partners are authorized to embed or bundle portions of Esri products and services with their application or service. OEM partners' business model, licensing terms and conditions, and pricing are independent of this Agreement. Customer will not seek any discount from the OEM partner or Esri based on the availability of Products under this Agreement. Customer will not decouple Esri products or services from the OEM partners' application or service. 7.2 Annual Report of Deployments. At each anniversary date and ninety (90) calendar days prior to the expiration of this Agreement, Customer will provide Esri with a written report detailing all Deployments. Upon request, Customer will provide records sufficient to verify the accuracy of the annual report. 8.0—ORDERING, ADMINISTRATIVE PROCEDURES, DELIVERY, AND DEPLOYMENT 8.1 Orders, Delivery, and Deployment a. Upon the Effective Date, Esri will invoice Customer and provide Authorization Codes to activate the nondestructive copy protection program that enables Customer to download, operate, or allow access to the Products. If this is a multi-year Agreement, Esri may invoice the Fee before the annual anniversary date for each year. b. Undisputed invoices will be due and payable within thirty (30) calendar days from the date of invoice. Esri's federal ID number is 95-2775-732. c. If requested, Esri will ship backup media to the ship-to address identified on the Ordering Document, FOB Destination, with shipping charges prepaid. Customer acknowledges that should sales or use taxes become due as a result of any shipments of tangible media, Esri has a right to invoice and Customer will pay any such sales or use tax associated with the receipt of tangible media. 8.2 Order Requirements. Esri does not require Customer to issue a purchase order. Customer may submit a purchase order in accordance with its own process requirements, provided that if Customer issues a purchase order, Customer will submit its initial purchase order on the Effective Date. If this is a multi-year Agreement, Customer will submit subsequent purchase orders to Esri at least thirty (30) calendar days before the annual anniversary date for each year. a. All orders pertaining to this Agreement will be processed through Customer's centralized point of contact. b. The following information will be included in each Ordering Document: (1) Customer name; Esri customer number, if known; and bill-to and ship-to addresses (2) Order number (3) Applicable annual payment due 9.0—MERGERS, ACQUISITIONS, OR DIVESTITURES If Customer is a commercial entity, Customer will notify Esri in writing in the event of (i) a consolidation, merger, or reorganization of Customer with or into another corporation or entity; (ii) Customer's acquisition of another entity; or (iii) a transfer or sale of all or part of Customer's organization (subsections i, ii, and iii, collectively referred to as "Ownership Change"). There will be no decrease in Fee as a result of any Ownership Change. 9.1 If an Ownership Change increases the cumulative program count beyond the maximum level for this Agreement, Esri reserves the right to increase the Fee or terminate this Agreement and the parties will negotiate a new agreement. 9.2 If an Ownership Change results in transfer or sale of a portion of Customer's organization, that portion of Customer's organization will transfer Page 6 of 6 November 20, 2018 the Products to Customer or uninstall, remove, and destroy all copies of the Products. 9.3 This Agreement may not be assigned to a successor entity as a result of an Ownership Change unless approved by Esri in writing in advance. If the assignment to the new entity is not approved, Customer will require any successor entity to uninstall, remove, and destroy the Products. This Agreement will terminate upon such Ownership Change. Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#19-5692 Agenda Date: 2/7/2019 Status: Consent AgendaVersion: 1 File Type: Action ItemIn Control: Information Technology Agenda Number: 7.12 SUBJECT/RECOMMENDATION: Approve a Contract for Maintenance and Services Agreement to Convergint Technologies, Ltd. of Schaumburg, IL, for an amount not to exceed $506,392.22 for services and maintenance of hardware and software for building security control systems and authorize the appropriate officials to execute same. (consent) SUMMARY: Convergint Technologies was selected as the top respondent to the City’s RFP 32-18 Building Security Hardware and Software for installation and maintenance of building access control systems. The contract agreement is for a period of 5 years from January 2019 through December 2024 and includes all hardware, software and maintenance fees in support of the City’s enterprise access control platform. The contract includes a 1-year warrantee for all workmanship and hardware, service levels for unscheduled service and maintenance emergencies. APPROPRIATION CODE AND AMOUNT: Funds are budgeted and available in the Information Technology operating budget, cost codes 5559864-530300 (contractual services) for planned expenditures in the current fiscal year. Expenditures for future fiscal years will be budgeted in the same line item of the IT Admin Services budget. Page 1 City of Clearwater Printed on 2/7/2019 Kyle Young KY-010419 Account Executive Convergint Technologies, LLC Tampa,FL,33634 Proposal # A Convergint Customer Support Program extends well beyond the standard coverage described above which includes the following service offerings as part of our Standard CSP Agreement: On-Site Systems Security Specialist Staff Training Remote Diagnostics Comprehensive Labor Coverage Comprehensive Component Coverage Thank you for considering Convergint Technologies as your security service provider of choice. The intent of this Customer Support Program (CSP) is to assist you in maintaining your installed electronic security system and minimize system malfunctions and associated downtime. Our goal is to work with you to maintain the integrity of the system and to assist you in providing a safe and secure environment for your occupants. Convergint Technologies is committed to providing long-term customer satisfaction and support for your system well beyond an initial system installation. All Convergint installations include a standard warranty against all defects in material workmanship for a period of one (1) year as well as the following services: 6202 Benjamin Rd STE 116 1/9/2019 Reference:CSP Annual Software Support iCare Executive Priority Emergency Services Response Standard Product Warranty 2-5 Business Day Response Standard T&M Rates Next Business Day Response Preferred 24/7 Hourly Service Rate iCare Manager City of Clearwater Sabrina Chute 100 S Myrtle Ave Clearwater, FL 33756 Preventative Maintenance Beyond our Standard CSP Agreement, Convergint Technologies also offers the following additional and customizable services as part of this Agreement: A complete description of these optional offerings can be found on pages 3-4 of this proposal. Additional Contract Details and Clarifications can be found on page 5 of this proposal. USA: Atlanta • Austin • Chicago • DC • Dallas • Denver • Eugene • Houston • Jacksonville • Los Angeles • Minneapolis • Nashville • New Orleans • New England • NY/NJ • Portland • Orlando • Richmond • St. Louis • San Antonio • San Francisco • Seattle • Tampa • Tulsa • Va. Beach CANADA: Calgary • Edmonton • Fort McMurray • Lethbridge • Lloydminster • Toronto • Vancouver Page 1 of 8 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 1/5/2019 $ 24,347.00 $ 25,078.00 $ 25,830.00 $ 26,605.00 115$ 173$ 230$ 128$ 192$ 256$ *See Additional Contract Terms and Clarifications on page 5 for additional 1st year pricing details. 25,078.00$ Customer Initials: Total Maintenance Contract - 4th Year:25,830.00$ Customer Initials: Total Maintenance Contract - 5th Year:26,605.00$ Customer Initials: Customer Initials: Customer Initials: Customer Initials: Account Executive Print Name and Title By Signing Below, I agree to the attached Terms and Conditions Respectfully submitted by Convergint Technologies *A 3 % increase is applied per additional contract year to each payment Annually Pre-Contract Cost Due at Signing: Amount per Payment, 1st Year: **1st Payment Due (Pre-Contract Cost + 1st Year Per Payment Cost): *Amount per Payment, 2nd Year: Mon-Fri 8AM-5PM *Amount per Payment, 3rd Year: *Amount per Payment, 4th Year: *Amount per Payment, 5th Year: Service End Date: Annual Total billed Annually = Annual Total billed Annually = Total Maintenance Contract - 3rd Year: Mon-Fri After Hours Weekends and Holidays 0**Preventive Maintenance Inspection(s): Convergint Customers with an active CSP plan enjoy a savings on labor both during and outside of the standard CSP coverage normal business hours. CSP Customers are billed the discounted rate shown to the left. Not Included Included Included Customer Initials: Customer Initials: Customer Initials: Customer Initials: BR.com Web Based Inspections iCare Executive On-Site System Security Specialist Not Included Customer Initials: Customer Initials: Customer Initials: Customer Initials: Customer Initials: Customer Initials: Service Start Date: Payment Schedule: Total Maintenance Contract - 2nd Year:24,347.00$ Not Included Option Coverage OPTIONS AND PRICINGAcceptance Not Included Not Included *Pre-Contract System Test *Pre-Contract Replacement Hardware **Preventive Maintenance Travel Expenses Not Included Not Included Included Not Included Not Included Not Included Remote Diagnostics Priority On-Site Response Software Support Plans Customer Initials: Comprehensive Component Coverage Customer Initials: Customer Initials: Training Not Included PMI SCHEDULEBILLING INFORMATIONOptions and Pricing Summary Barcoding Labor Coverage Comprehensive Labor Coverage ANNUAL COSTThe PMI schedule will be an even division of 12 months using the # of PMI's to be performed in a given year. DateCustomer's Authorized SignatureLABOR RATES1/5/2019 1/3/2024 CSP Customers Non CSP Customers DateAuthorized Signature $24,097.50*Total Maintenance Contract - 1st Year: 1 Payments Per Year **The 1st Payment Due may be more than the Amount per Payment, 1st year, if there is an amount in the Pre-Contract Cost Due at Signing Option. This increased amount only applies to the 1st Payment, each additional payment in the 1st year will equal the Amount Per Payment, 1st Year. 24,097.50$ 24,097.50$ -$ Preventive Maintenance Schedule: Preferred 24/7 Hourly and Time and Materials Labor Rates Annual Total billed Annually = Annual Total billed Annually = PMI will be scheduled Monday - Friday during normal working hours of 8AM to 5PM. 26,605.00$ 25,830.00$ 25,078.00$ 24,347.00$ Page 2 of 8 Open/Closed Reports: # of System Partions to Monitor: Alarm Net Radio: 0 Test Reports Not Included Not Included Descriptions of Optional Offerings Descriptions of Standard Offerings Descriptions of Standard Offerings Comprehensive Labor Coverage -Included For those customers seeking to manage their financial risk associated with emergency service and repair labor, this option is intended to provide comprehensive labor coverage upfront for: 1) Emergency Service Calls, 2) System Troubleshooting & Diagnostics, and 3) Component Repair Labor. Note: Unless Priority On-Site Response Option is selected, this labor coverage will be provided during normal business hours (Monday – Friday 8:00 AM to 5:00 PM). Repairs as a result of damage from acts of God and/or vandalism are not included in this coverage. Comprehensive Component Coverage -Included For those customers seeking to manage their financial risk associated with the replacement of failed system components, this option is intended to provide comprehensive component coverage for the equipment identified in the equipment list of this agreement. Note: Components will be replaced with similar technology available at the time of such replacement. Technology upgrades or system enhancements are not included as part of this coverage option. Repairs as a result of damage from acts of God and/or vandalism are not included in this coverage. Preventive Maintenance -Not Included UL Alarm System Monitoring -Not Included Intrusion Detection Systems monitoring by a UL Listed Central Station. THIS OPTION REQUIRES THAT A 3rd PARTY AGREEMENT BE EXECUTED PRIOR TO IMPLEMENTATION THAT WILL BE THE GOVERNING TERMS AND CONDITIONS FOR THIS PORTION OF THE CONTRACT. The following options are included/optional: Test Reports:With the above defined frequency, a test report of the panels communication to the Central Station will be generated and sent to the customer. Partitions:Systems that are partitioned (split up into different alarm areas using one IDS panel) are considered individual IDS Panels with potentially different users to be called for alarm verification. Alarm Net Radio: A secondary communication path in the event that the primary (phone/IP) fails. Open/Closed Reports: A report is generated when the IDS panel is armed/disarmed and that report is sent to the customer on a daily basis. For Supervised Open/Close Reports, in addition to the daily report, the Central Station will contact the customer immediately when the IDS panel is not armed/disarmed at a previously agreed upon time. No Partitions Not Included Total # of IDS Panels: Test Report Frequency: This value added online service provides our customers the ability to Create and View Service Work Orders, View Installation Jobs, View Service Work Order Status Report, Customer/Convergint Contact Information, Online Help and Customer Survey Feedback. After a service call is placed under a standard Customer Support Program, Convergint Technologies will respond (on-site) to customer service calls by the next business day Monday through Friday 8:00 AM to 5:00 PM. Database Management Services -Not Included Convergint will supplement your internal system administration support by providing valued front-end database management services. These services include: On-site system database back-up and General front-end system diagnostics. This valued service is intended to minimize system downtime and to ensure the system database is fully backed-up in the event of losing valuable information. It also identifies potential system issues in advance of system failure or corruption. General hardware cleaning and maintenance will also be performed during this service. Database Management Services will be performed during each Preventive Maintenance Inspection or, if the PMI optional offering is not selected, one Database Management Service will be performed each year the Customer Support Plan is in place. Next Business Day Response -Included Preferred 24/7 Hourly Rates-Included Customers with a Convergint Technologies Customer Support Program automatically receive a preferred discounted hourly labor rate for all time & material related service calls. Regardless of what time of day, what day of week, weekend, or holiday, our CSP customers will be charged the discounted rate for time & material work performed. This preferred discounted rate can be found on page two of this proposal. iCare Manager -Included On a scheduled basis, Convergint will provide security system preventive services for components listed within the equipment list contained herein. All preventive maintenance testing will be performed in accordance with manufacturer's recommendations, and will address areas that can adversely affect system performance. Preventive maintenance will include a visual inspection and functional test of security components as listed in the attached equipment list. Page 3 of 8 Descriptions of Optional Offerings (continued) iCare Executive -Included This value added online service tool includes all of the features of iCare Manager plus: Real-time Status, Metric and Custom reports, access to My Document Library (i.e. document sharing platform), Intranet and Internet Links, Administrative Privileges and Email Notifications. Monday - Friday (Normal Business Hours) Monday - Friday (After Hours) Saturday/Sunday/Holiday Four (4) Hour On-Site Response Four (4) Hour On-Site Response Four (4) Hour On-Site Response On-Site Systems Security Specialist -Not Included The On-Site Security Systems Specialist will report directly to Convergint Technologies, with day-to-day accountability to our customer. Specific goals will be established and progress against these goals will be measured quarterly during a formal goal review meeting. The On-Site Security Systems Specialist shall manage and administer standards and security operations procedures and assist security personnel in day-to-day security system operations. This option provides customers with a dedicated resource ensuring system integrity, standardization, and continuity. This is accomplished through program management, technical skills, and innovative communication tools. Remote Diagnostics -Not Included Convergint will utilize an industry standard authentication technology to remotely access your security system and resolve technical issues in real time resulting in a savings of both time and system downtime. A Convergint Support Specialist, with the support of a screen sharing session, will work directly with your personnel for initial call support and troubleshooting. If the issue cannot be resolved on-line, a more refined service response will result including the dispatching of a security service representative. In addition, remote service diagnostic support provides a valuable tool for your personnel by providing hands on training on system troubleshooting and software services. Priority Emergency Service Response -Not Included Convergint Technologies realizes that many customers will require a more immediate response to service calls deemed to be priority one. By selecting this Priority On-Site Response option, Convergint Technologies will commit to responding to these service calls on a 24/7 365 days a year basis as follows: Staff Training-Not Included Convergint Technologies provides on-going security system training services for your staff. Annually, Convergint will provide a four (4) hour training course designed to improve the knowledge and efficiencies of your security staff. Training will be customized to your specific facility and system and will typically include the following topics: system architecture, overall system operation, alarm response procedures, trouble shooting techniques, management report generation, etc. The benefit of this training is that your staff will become more familiar and comfortable with the security system, and be able to respond effectively and efficiently to alarm situations. Annual Software Support -Not Included Convergint Technologies provides customers a comprehensive security software support plan that allows them to keep pace with software revisions and advancements. Such revisions will help keep your installed system operating with the latest technology. Convergint will provide software upgrades on an annual basis and do so, at the standard Customer Support Plan rates, once the latest revisions are stable and reliable . (The Labor to cover software upgrades is covered under Preventive Maintenance Inspections. Talk to your Account Manager about this optional offering.) Covered software is identified in the equipment list of this proposal. Note: Server or workstation hardware upgrades are not included. This option also provides manufacturer’s technical support to Convergint specialists when needed. Page 4 of 8 Qty Additional Contract Notes - New Lenel Onguard boards are not covered in Year 1 as they will be under warranty. Legacy FcWnx boards will not be covered in year 2-5 as they will be replaced in 2019. Software Support Licenses The following is a list of Software Support Licenses included if the Software Support Plan option is Purchased Manufacturer Part Number Description Pre-Contract Replacement Hardware -Not Included If there are existing pieces of equipment known to be faulty and require replacement prior to the CSP contract, indicate that scope of work here Pre-Contract System Test -Not Included If a pre-contract system test is required, provide clarification and scope of work here Additional Contract Details and Clarifications Page 5 of 8 Qty 1 7 3 2 42 27 24 18 1 6 2 2 2 3 0 0 157 5 7 189 52 56 1 1 14 12 4 9 5 3 1 LNL-CTX CTX Enclosure LNL-1340-M2K Bridge Board LNL-2210 Intelligent Controller Single door LNL-2220 Intelligent Controller LNL-1320-2RP Dual reader board LNL-1100-20DI Input Board LNL-1200-16DO Output Board LNL-CTX CTX Enclosure LNL-3300-M5 Intelligent System Controller LNL-1380-8RP Eight reader board The following is a list of equipment covered if the Comprehensive Labor and Equipment options are purchased VARIOUS COMM CENTER & BCH SUB STATION MONITORS add mecury boards VIKING & AIPHONE TELEPHONE ENTRY EQUIPMENT & INTERERCOM UTC SECURITY MODEM, DIAL UP-----Delete IFS FIBER OPTIC TRANSCEIVERS UTC SECURITY TRANSITION CARD READER UTC SECURITY MICRO JUNCTION BOX FOR TRANSITION CARD READERS GE DIRECDOOR ACCESS CONTROL PANEL & POWER SUPPLY - DIRECDOOR UTC SECURITY PXN BOARD UPGRADE SECURITRON/HES Etc. MAGLOCKS, LOCKING DEVICES, ELECTRIC STRIKES GE 1100 PROX CARD READER - LONG RANGE VARIOUS DOOR POSITION SWITCH, REX DEVICES PROX CARD READER - MULLION UTC MICRO ACCESS CONTROL PANEL - DIRECT CONNECT UTC MICRO ACCESS CONTROL PANEL - NETWORK VARIOUS CONTROL PANEL & LOCK POWER SUPPLY Covered Equipment Manufacturer Part Number Description SWC-IDADV OnGuard ID client software license BADGING EQUIP. 2X ULTRA ELECTRONICS TURBO PRINTER & BADGING CAMERA SWS-ADV OnGuard ADV server software license SWC-SDV OnGuard client software GE 940 PROX CARD READER - STANDARD GE 950 Page 6 of 8 # 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 Qty 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 25 Causeway Blvd South Greenwood PD Substation 1498 S Greenwood Ave, Clearwater Wood Valley PD Substation 2816 Park Trail Lane, Clearwater The following is a list of service locations sites covered under the Comprehensive Labor and Equipment options. Marina Parking Permit Not Covered Equipment The following is a list of equipment not covered under the Comprehensive Labor and Equipment options. Manufacturer Part Number Description 0 Network Equipment Network equipment: Servers, Worksations, Switches, Etc. 0 0 0 0 0 0 0 Police Dept HQ 645 Pierce St, Clearwater Public Works Complex 1650 Arcturas Ave N, Clearwater North Greenwood PD Substation 1310 N Greenwood Ave, Clearwater Northeast Waste Water 3290 SR 580, Clearwater Main Library 100 N Osceola Ave, Clearwater Marshall St Waste Water 1605 Harbor Dr, Clearwater General Service Headquarters Building1900 Grand Ave, Clearwater Hispanic Outreach Center 612 Franklin St, Clearwater Fresh Water Reservoir #3 2775 SR 580, Clearwater Garden Ave Garage 28 Garden Ave, Clearwater Fresh Water Reservoir #1 1657 Palmetto St., Clearwater Fresh Water Reservoir #2 21133 US Hwy 19N, Clearwater Firestation 50 2681 Countryside Blvd, Clearwater Firestation 51 1720 Overbrook Ave, Clearwater Firestation 48 1700 North Belcher Rd, Clearwater Firestation 49 565 Sky Harbor Dr, Clearwater Firestation 46 534 Mandalay Ave, Clearwater Firestation 47 1460 Lakeview Rd, Clearwater Firestation 44 950 Gulf Blvd, Clearwater Firestation 45 1140 Court St East Waste Water Plant 3141 Gulf to Bay Blvd, Clearwater Fire Training Facility 1700 N. Belcher Rd, Clearwater Countryside Library 2642 Sabal Springs District 1 Beach Substation 700 Bayway Blvd, Clearwater City Hall 112 S Osceola Ave, Clearwater Countryside PD Substation 2851 N McMullen Booth Rd, Clearwater Main MSB 100 So Myrtle Ave, Clearwater Waste Management 1701 N Hercules Site ID Site Name Address Service Locations Page 7 of 8 Terms and Conditions Page 8 of 8 Countersigned: CITY OF CLEARWATER, FLORIDA ___________________________ By: __________________________ George N. Cretekos William B. Horne II Mayor City Manager Approved as to form: Attest: ___________________________ ________________________________ Owen Kohler Rosemarie Call Assistant City Attorney City Clerk 6202 Benjamin Rd, Ste116, Tampa,Florida 33634Phone Mobile 813-210-1408kyle.young@convergint.com UNITED STATES • CANADA • ASIA PACIFIC • EUROPE December 13, 2018 City of Clearwater Quotation:KY00153549P Government RFP#: 100 South Mytle Avenue Clearwater, Florida 33756 License/Cert EF20001417 Attention: Reference: Migration to OnGuard FCWNX to OnGuard On behalf of our thousands of global colleagues, I want to personally thank you for considering Convergint Technologies for this project and for providing us with the opportunity to present this proposal addressing your electronic security needs. We are confident that this proven solution is both comprehensive and customized to meet your needs today and in the years ahead. Convergint has developed a strong reputation for service excellence and is the only company recognized twice as the Systems Integrator of the Year by SDM Magazine. Most recently, Convergint was ranked the 4th largest global systems integrator. This recognition is, in part, a reflection of the strong relationships Convergint has developed with the industry’s top technology manufacturers. Convergint Technologies has a strong history of success with similar solutions provided to other clients and would be happy to provide these references upon request. Our guiding principal has always been to be a customer-focused and service-based company, supported by dedicated and certified professionals who strive to make a daily difference. Our vision of becoming our customers’ best service provider is what drives everything we do. After achieving a successful on- time and on-budget project installation, Convergint will provide you with the industry’s best on-going service. This service includes our 24/7 customer portal (iCare), designed to track service work orders, project progress, and provide you with detailed metric reporting for continuous improvement. The following security proposal is specifically designed to meet your needs. As your single point of contact, please feel free to contact me with any additional questions you may have. Thank you again for considering Convergint Technologies as your partner for your electronic security needs. Page 2 of 9 Scope of Work Purpose: Convergint Technologies will upgrade the building security system. As part of the upgrade, Convergint will upgrade the city’s existing FCWNX Card Access System software to Lenel OnGuard software. Convergint will also furnish and install new building security card access hardware as necessary for communication to the upgraded building security system. Migration: Convergint will migrate the city’s existing FCWNX building security system and database to the new Lenel OnGuard system. The server hardware, operating system (Windows Server) and database engine (SQL Server) will be provided by the city. The badge creation workstations will also be provided by the city. The FCWNX and Lenel servers will operate simultaneously to minimize downtime during the migration process. During the migration process the city will be responsible for creating and maintaining new and existing user accounts and access rights in both FCWNX and Lenel OnGuard systems. Convergint will install the new controllers and reader boards as needed in the current secured facilities and connect the new hardware to the Lenel OnGuard system. Existing door hardware, such as door locks and readers, will be reused. Kick off and project status meetings: An initial meeting will be held between the city and Convergint to finalize the specifics of the project and determine the procedures of the migration process and scheduling. The meeting will include these topics: Access control areas (determine facilities to start with) Work schedules Project milestones Security concerns Outstanding issues Estimated time of completion of the areas Project status meetings will be conducted on an as needed basis. Page 3 of 9 Testing: Following the completion of controller and reader board migration, Convergint along with city staff will test the new equipment. Upon satisfactory testing, the city’s project manager will authorize Convergint to proceed to migration of the next facility. Training: Convergint will train the necessary city staff on daily usage and maintenance of the newly installed Lenel OnGuard System. Licensing: The initial Lenel license for OnGuard is 100% discounted providing the SSA is currently active. The renewal of the SSA license, after the first year is recommended to keep the system at peak performance. Integrations: The city will pursue system integrations as secondary and tertiary phases to this project, to include: Milestone Video / OnGuard Integration Schlage Lock Integration Service Locations # Site ID Site Name Address District 1 Main MSB 100 So Myrtle Ave, Clearwater 2 2 Solid Waste 1701 N Hercules 3 3 ***City Hall*** (Not in Scope of Work)112 S Osceola Ave, Clearwater 2 4 Countryside PD Substation 2851 N McMullen Booth Rd, Clearwater 3 5 Countryside Library 2642 Sabal Springs 3 6 District 1 Beach Substation 700 Bayway Blvd, Clearwater 1 7 East Waste Water Plant 3141 Gulf to Bay Blvd, Clearwater 3 8 Fire Training Facility (located at Station 48 property)1700 N. Belcher Rd, Clearwater 3 9 Firestation 44 950 Gulf Blvd, Clearwater 1 Page 4 of 9 10 Firestation 45 1140 Court St 2 11 Firestation 46 534 Mandalay Ave, Clearwater 1 12 Firestation 47 1460 Lakeview Rd, Clearwater 2 13 Firestation 48 & Logistics Bldg (NOTE: 2 controllers in separate buildings)1700 North Belcher Rd, Clearwater 3 14 Firestation 49 565 Sky Harbor Dr, Clearwater 3 15 Firestation 50 2681 Countryside Blvd, Clearwater 3 16 Firestation 51 1720 Overbrook Ave, Clearwater 2 17 Fresh Water Reservoir #1 1657 Palmetto St., Clearwater 2 18 Fresh Water Reservoir #2 21133 US Hwy 19N, Clearwater 3 19 Fresh Water Reservoir #3 2775 SR 580, Clearwater 3 20 Garden Ave Garage 28 Garden Ave, Clearwater 2 21 General Service Headquarters Building 1900 Grand Ave, Clearwater 3 22 Hispanic Outreach Center 612 Franklin St, Clearwater 2 23 Main Library 100 N Osceola Ave, Clearwater 2 24 Marshall St Waste Water 1605 Harbor Dr, Clearwater 2 25 North Greenwood PD Substation 1310 N Greenwood Ave, Clearwater 2 26 Northeast Waste Water 3290 SR 580, Clearwater 3 27 Police Dept HQ 645 Pierce St, Clearwater 2 28 Public Works Complex & Admin (NOTE: 2 controllers in separate buildings)1650 Arcturas Ave N, Clearwater 3 29 South Greenwood PD Substation 1498 S Greenwood Ave, Clearwater 2 30 Wood Valley PD Substation 2816 Park Trail Lane, Clearwater 3 31 Marina Parking Permit 25 Causeway Blvd 1 Alternates: Schlage wireless lock MSRP $115,640.00 (qty70) Schlage Interface Module (up to 16 locksets), Lenel Interface board MSRP $86,520.00 (qty35) Milestone / OnGuard Integration License MSRP $8,300.00 (qty1) Spare Parts T-525SW Reader +Kit MSRP $446.25 1380-8 Reader board MSRP $833.33 1320-2 Reader Board MSRP $530.00 Page 5 of 9 Materials Line Qty Part Description Unit Price Extended Price 1 1.00 FC20G-MIGR8 License to allow initial migration of a FCWNX customer to OnGuard $0.00 $0.00 2 1.00 FC20G-REF License, reference only $0.00 $0.00 3 1.00 FC20G-SUSP License, FCWNX SSA to OnGuard SUSP $0.00 $0.00 4 1.00 FC20G-VID License, Video Integration with FCWNX $0.00 $0.00 5 1.00 SWS-ADV License, Server Software $0.00 $0.00 6 7.00 SWC-ADV License, Client Software $0.00 $0.00 7 3.00 SWC-IDADV License, ID Credential Center Application $0.00 $0.00 8 64.00 SW-LNR-CH1 License, NVR Software $0.00 $0.00 9 3.00 64ADV- 64RUP 64 Access Readers ( max of 256 readers )$0.00 $0.00 10 42.00 LNL-3300-M5 Intelligent System Controller $957.14 $40,199.88 11 27.00 LNL-1380-8RP Eight Reader Interface Module $714.29 $19,285.83 12 24.00 LNL-1320-2RP Dual Reader Interface Module $454.29 $10,902.96 13 18.00 LNL-1100- 20DI Input Control Module $454.29 $8,177.22 14 1.00 LNL-1200- 16DO Output Control Module $454.29 $454.29 15 6.00 LNL-1340- M2K Bridge Board, M2000 $785.71 $4,714.26 16 2.00 LNL-2210 Intelligent Single Door Controller, POE $728.57 $1,457.14 17 2.00 LNL-2220 Intelligent controller $1,564.29 $3,128.58 18 2.00 LNL-CTX CTX Enclosure $92.86 $185.72 Equipment Total $88,505.88 Total Labor/Other Costs $22,117.86 Freight/Warranty $11,505.74 Tax if Applicable $0.00 Total Project Price $122,129.48 Page 6 of 9 Clarifications and Exclusion 1.All work proposed herein, shall be performed during normal business hours Monday through Friday 8:00 am - 5:00 pm. 2.Low voltage wiring shall be installed via open air code approved methods. 3.Provision or installation of conduit, wire, boxes, fittings or other electrical installation materials unless specifically listed under Inclusions or Bill of Materials. 4.Permits or associated fees are not included. 5.Customer to provide static IP addresses and network connections at panel locations. 6.Customer to provide a secured staging & storage area for project related materials. 7.Pricing assumes that electronic Auto CAD files are available from customer for our use in creating submittal drawings. 8.Twenty-Five percent (25%) of the proposed sell price shall be payable to Convergint Technologies for project mobilization. Mobilization shall be invoiced and due upon customer acceptance of this proposal. 9.Proposal does not include sales tax unless otherwise noted. 10.Anything in the Contract Documents notwithstanding, in no event shall either Contractor or Subcontractor be liable for special, indirect, incidental or consequential damages, including commercial loss, loss of use, or lost profits, even if either party has been advised of the possibility of such damages. 11.Convergint Technologies reserves the right to negotiate mutually acceptable contract terms and conditions with customer by making mutually agreeable changes to the formal contract included in the Bid Documents. Page 7 of 9 Performance Items Items Included Applicable Taxes Freight (prepaid) Installation of Control Equipment Enclosures Installation of Control Panels Loading Software on Customer Provided Computer Material (listed in the BOM) Mounting/Termination of Proposed Devices One-Year Warranty on Labor One-Year Warranty on Parts Owner to Provide Static IP Addresses Owner Training Project Management Servers by Others System Programming Termination of Control Equipment Enclosures Testing of all Proposed Devices Workstations by Others Items Excluded 120 VAC Power and Fused Disconnect Switch 120 VAC Power Receptacles Additional Lighting Requirements for Cameras Attend General Contractor Project Meetings Attend Owner Project Meetings Authority having Jurisdiction permit drawing (requires customer CAD) Cable Ceiling Tiles and Ceiling Grid Repairs Connection to Building Fire Alarm Panel Correction of Wiring Faults Caused by Others Door wiring typical connections Electrical Installation Permit Electrified Door Locking Hardware Engineering and Drawings Equipment rack layout drawing FA Permit and Plan Review Fees Fire Stopping (Excludes Existing Penetrations)Fire Watch Floor Coverings for Lifts Floor plan with device placement and numbering (requires customer CAD) Horizontal Core Drilling Installation of Bridle Rings Installation of CCTV Cameras Installation of Conduit, Boxes and Fittings Installation of Intercom Systems Installation of Intrusion Panels Installation of Low Voltage Wire Installation of Network Cabling to Card Readers Installation of Network Cabling to IP Cameras Installation of Network Cabling to IP Intercoms Installation of Specialty Backboxes Installation of Terminal Cabinets Installation of Video Recorders (DVR/NVR)Installation of Wire and Cable Installation of Wire Hangars Lifts Low Voltage Permits On-Site Lockable Storage Facility Operations & Maintenance Manuals Panel Wall Elevation drawing (may require customer CAD) Panel wiring point with to point connections Patch and Paint Payment & Performance Bonds Record Documentation (As-Built) Riser drawing with home run wiring Servers by Convergint Specialty Backboxes Submittal Drawings System Engineering System is Design-Build System Meets Plans/Drawings Terminal Cabinets Vertical Core Drilling Wire Workstations by Convergint Page 8 of 9 Total Project Investment:$ 122,129.48 Thank you for considering Convergint Technologies for your Security needs. If you have any questions or would like additional information, please don't hesitate to contact me immediately. If you would like to proceed with the scope of work as outlined in this proposal, please sign below and return to my attention. Sincerely, Convergint Technologies Kyle Young By signing below, I accept this proposal and agree to the Terms and Conditions contained herein December 13, 2018 Customer Name (Printed)Date Authorized Signature Title Countersigned: CITY OF CLEARWATER, FLORIDA ___________________________By:__________________________ George N. Cretekos William B. Horne II Mayor City Manager Approved as to form: Attest: ___________________________________________________________ Owen Kohler Rosemarie Call Assistant City Attorney City Clerk Convergint Technologies’ Install Terms & Conditions Version 1.08 November 2015 Convergint Technologies’ Install Terms & Conditions Version 1.08 November 2015 Throughout this Installation Proposal, the term, “Convergint” refers to the Convergint Technologies’ affiliate operating in the state/province in which the work is being performed, specifically, “Convergint Technologies LLC” or “Convergint Technologies LTD”. SECTION 1. THE WORK This Installation Proposal takes precedence over and supersedes any and all prior proposals, correspondence, and oral agreements or representations relating to the work set forth in the attached scope of work (“Work”). This Installation Proposal commences on the Start Date as specified in the attached scope of work, and represents the entire agreement between Convergint and Customer (the “Agreement”) and it may only be amended by a written document signed by both Convergint and Customer. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force. Convergint agrees in accordance with the mutually agreed project schedule: a.To submit shop drawings, product data, samples and similar submittals if required in performing the Work; b.To pay for all labor, materials, equipment, tools, supervision, programming, testing, startup and documentation required to perform the Work in accordance with the Agreement;c.Secure and pay for permits and governmental fees, licenses and inspections necessary for proper execution and completion of the Work; andd.Hire subcontractors and order material to perform part of the Work, if necessary, while remaining responsible for the completion of the Work. Customer agrees in accordance with the mutually agreed project schedule, and at no cost to Convergint: a.To promptly approve submittals provided by Convergint; b.To provide access to all areas of the facility which are necessary to complete the Work; c.To supply suitable electrical service as required by Convergint; and d.That in the event of any emergency or systems failure, reasonable safety precautions will be taken by Customer to protect life and property during the period of time from when Convergint is first notified of the emergency or failure and until such time that Convergint notifies the Customer that the systems are operational or that the emergency has cleared. SECTION 2. PRICING Pricing and amounts proposed shall remain valid for 30 days unless otherwise specified. Price includes only the material listed based on Convergint’s interpretation of plans and specifications unless noted otherwise. Additional equipment, unless negotiated prior to order placement, will be billed accordingly. Sales taxes, (and in Canada GST/PST) and any other taxes assessed on Customer shall be added to the price upon invoice to Customer. SECTION 3. INVOICE REMITTANCE AND PAYMENTCustomer agrees to pay Convergint fifteen (15%) percent of the total price as a mobilization fee at the time of executing this Agreement. If the Work is performed over more than a month, Convergint will invoice Customer each month for the Work performed during the previous month. Customer agrees to pay the amount due to Convergint as invoiced, within thirty (30) days of the date of such invoice. If the Work is completed in less than one month, Customer agrees to pay Convergint in full after the Work has been performed within thirty (30) days of the date of being invoiced. Invoices shall not include or be subject to a project retention percentage. If Customer is overdue in any payment to Convergint, Convergint shall be entitled to suspend the Work until paid, and charge Customer an interest rate 1 and 1/2% percent per month, (or the maximum rate permitted by law), and may avail itself of any other legal or equitable remedy. Customer shall reimburse Convergint costs incurred in collecting any amounts that become overdue, including attorney fees, court costs and any other reasonable expenditure. SECTION 4. WARRANTY Convergint provides the following warranty to the Customer: For the period of one (1) year, commencing at the earlier of substantial completion of the Work, or first beneficial use, (“Warranty Period”): a.That Work performed under this Agreement will be of good quality; b.That all equipment will be new unless otherwise required or permitted by this Agreement;c.That the Work will be free from defects not inherent in the quality required or permitted; and d.That the Work will conform to the requirements of this Agreement.The Customer’s sole remedy for any breach of this warranty is that Convergint shall remove, replace and/or repair at its own expense any defective or improper Work, discovered within the Warranty Period, provided Convergint is notified in writing of any defect within the Warranty Period. Any equipment or products installed by Convergint in the course of performing the Work hereunder shall only carry such warranty as is provided by the manufacturer thereof, which Convergint hereby assigns to Customer without recourse to Convergint. Upon request of Customer, Convergint will use all reasonable efforts to assist Customer in enforcing any such third party warranties. This warranty excludes remedy for damage or defect caused by abuse, modifications not executed by Convergint, improper or insufficient maintenance, improper operation, or normal wear and tear under normal usage. NO FURTHER WARRANTIES OR GUARANTIES, EXPRESS OR IMPLIED, ARE MADE WITH RESPECT TO ANY GOODS OR SERVICES PROVIDED UNDER THIS AGREEMENT, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED. SECTION 5. CHANGES Without invalidating this Agreement or any bond given hereunder, Customer or Convergint may request changes in the Work. Any changes to the Work and any adjustment to the Agreement Price or the time for completion of the Work shall be in writing signed by both Customer and Convergint. If Customer orders any additional work or causes any material interference with Convergint’s performance of the Work, Convergint shall be entitled to an equitable adjustment in the time for performance and in the Agreement Price, including a reasonable allowance for overhead and profit. SECTION 6. FORCE MAJEURE Neither Customer nor Convergint shall be responsible or liable for, shall incur expense for, or be deemed to be in breach of this Agreement because of any delay in the performance of their respective obligations pursuant to this Agreement due solely to circumstances beyond their reasonable control (“Force Majeure”) and without the fault or negligence of the party experiencing such delay, provided that the party experiencing the delay shall promptly give written notification to the other party within five (5) days after such party has learned of the Force Majeure. A Force Majeure event shall include, but not be limited to: accident, fire, storm, water, flooding, negligence, vandalism, power failure, installation of incompatible equipment, improper operating procedures, source current fluctuations or lighting. If performance by either party is delayed due to Force Majeure, the time for that performance shall be extended for a period of time reasonably necessary to overcome the effect of the delay. Any Services required by Convergint due to reasons set forth in this Force Majeure Section shall be charged to Customer in addition to any amounts due under this Agreement. SECTION 7. INSURANCE Convergint shall have the following insurance coverage during the term of this Agreement, and shall provide certificates of insurance to the Customer prior to beginning work hereunder: Worker’s Compensation Statutory Limits Employer’s Liability $1,000,000 per occurrence /aggregate Commercial General Liability $1,000,000 per occurrence/aggregate $2,000,000 general aggregate Automobile Liability $1,000,000 per occurrence/aggregate Excess/Umbrella Liability $4,000,000 per occurrence/aggregateAll insurance policies carried by Convergint hereunder shall be primary to and noncontributory with the insurance afforded to Customer, and shall name the Customer as “additional insured”, with respect to liability arising out of work performed by Convergint, as applicable, but only to the extent of liabilities falling within the indemnity obligations of Convergint, pursuant to the terms of this Agreement. Convergint shall provide to the Customer no less than thirty (30) days notice prior to the termination or cancellation of any such insurance policy. SECTION 8. INDEMNIFICATION Convergint shall indemnify and hold Customer harmless from and against claims, damages, losses and expenses, (including, but not limited to, reasonable attorney’s fees), attributable to bodily injury, sickness, disease or death, or to destruction of tangible property, but only to the extent caused by: a) the negligent or willful acts or omissions of Convergint or Convergint’s employees or subcontractors while on Customer’s site, or b) the malfunction of the equipment supplied by Convergint, or c) Convergint’s breach of this Agreement. IN NO EVENT SHALL EITHER CONVERGINT OR CUSTOMER BE LIABLE TO THE OTHER PARTY HERETO FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING COMMERCIAL LOSS, LOSS OF USE OR LOST PROFITS, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILTY OF SUCH DAMAGES. IN NO EVENT WILL CONVERGINT BE LIABLE TO CUSTOMER FOR ANY AMOUNTS IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER TO CONVERGINT. It is understood and agreed by the parties hereto that Convergint is or may be providing monitoring and or intrusion products which are designed to provide notification of certain events but are not intended to be guarantees or insurers against any acts for which they are supposed to monitor or inform. As required by the monitoring and intrusion industry and the manufacturers thereof, Convergint’s indemnification obligation pursuant to Section 8 herein, does not apply to the extent the loss indemnified against is caused by any monitoring or intrusion product or software provided by but not manufactured by Convergint. Convergint shall have no liability to Customer for any losses to the extent such losses are caused by the monitoring or intrusion product or software. Customer shall indemnify, defend, and hold harmless Convergint, from and against all claims, lawsuits, damages, losses and expenses by persons not a party to this Agreement, but only to the extent caused by such monitoring or intrusion product or software provided by but not manufactured by Convergint. SECTION 9. COMPLIANCE WITH LAW, EEO & SAFETY This Agreement shall be governed and construed in accordance with the laws of the state/province in which the Work is being performed. Convergint agrees to comply with all laws and regulations relating to or governing the Work. Convergint agrees to comply with all reporting requirements imposed by law or this Agreement. Convergint shall comply with all safety related laws and regulations and with the safety program of the Customer, provided such program is supplied to Convergint prior to beginning work. In the event that Convergint discovers or suspects the presence of hazardous materials, or unsafe working conditions at Customer’s facility where the Work is to be performed, Convergint is entitled to stop the Work at that facility if such hazardous materials, or unsafe working conditions were not provided by or caused by Convergint. Convergint in its sole discretion shall determine when it is “safe” to return to perform the Work at Customer’s facility. Convergint shall have no responsibility for the discovery, presence, handling, removing or disposal of or exposure of persons to hazardous materials in any form at the Customer’s facility. Customer shall indemnify and hold harmless Convergint from and against claims, damages, losses and expenses, including but not limited to, reasonable attorney’s fees, arising out of or resulting from undisclosed hazardous materials, or unsafe working conditions at Customer’s facility. SECTION 10. DISPUTES In the event of any dispute between Convergint and Customer, Convergint and Customer shall first attempt to resolve the dispute in the field, but if that is not successful, then in a meeting between authorized officers of each company. If settlement attempts are not successful, then the dispute shall be subject to and decided by mediation or arbitration. Such mediation or arbitration shall be conducted in accordance with the Construction Industry Mediation or Arbitration Rules of the American Arbitration Association currently in effect and shall be a final binding resolution of the issues presented between the parties. SECTION 11. MISCELLANEOUS Neither party to this Agreement shall assign this Agreement without the prior written consent of the other party hereto. Convergint may assign this Agreement to any of its parents, subsidiary or affiliated companies or any entity majority owned by Convergint. Notices shall be in writing and addressed to the other party, in accordance with the names and addresses of the parties as shown above. All notices shall be effective upon receipt by the party to whom the notice was sent. A waiver of the terms hereunder by one party to the other party shall not be effective unless in writing and signed by a person with authority to commit the Customer or Convergint and delivered to the non- waiving party according to the notice provision herein. No waiver by Customer or Convergint shall operate as a continuous waiver, unless the written waiver specifically states that it is a continuous waiver of the terms stated in that waiver. The Sections regarding invoicing, warranty and indemnity shall survive the termination of this Agreement. Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#19-5646 Agenda Date: 2/7/2019 Status: Public HearingVersion: 1 File Type: Action ItemIn Control: Planning & Development Agenda Number: 8.1 SUBJECT/RECOMMENDATION: Approve a Development Agreement between Decade Properties, Inc. (property owner) and the City of Clearwater, providing for the allocation of 27 units from the Hotel Density Reserve pursuant to Beach by Design; adopt Resolution 19-03, and authorize the appropriate officials to execute same. (HDA2018-10002) SUMMARY: Development Proposal: Changes to the Development Proposal based on direction from City Council include additional sheets to the concept site plans and revisions of the Development Agreement. The concept site plans include four additional sheets (sheets 12 through 15) highlighting the interior corridors which provide access to the hotel rooms. The Development Agreement has been changed with the following additions and revisions: Additions 6.1.11 Limitation on Bar Service. The Developer agrees that there shall be no indoor or outdoor bar or lounge for the service of alcohol. Alcoholic beverage sales shall be limited to incidental sales of beer and wine only (i.e. cooler sales). 6.1.12 Availability of Parking Spaces. The Developer agrees that none of the on-site parking spaces will be available for sale or lease to the general public and that all parking spaces on the site will be for the sole use of hotel staff and/or guests and/or patrons of the 16-slip marina facility. 6.1.13 Limitation on Restaurant Service The Developer agrees that there shall be no restaurant use located anywhere on the site at any time with the exception of basic food service such as a typical “Continental Breakfast” or the sale of prepackaged food such as sandwiches and snacks for hotel guests only. Subsequent section to be renumbered accordingly. Changes to Existing Language (underline and strikeout provided here for clarity) 5.3 This Agreement shall continue in effect for ten (10) twenty (20) years unless earlier terminated as set forth herein. 6.1.10 Limitation on Amplified Music. Developer agrees that there shall be no outdoor amplified music at the Project at any time after 11:00 p.m. on Sunday through Thursday, or after 12:00 midnight on Friday and Saturday. The owners propose to utilize the 33 hotel units otherwise permitted by the Resort Facilities High Future Land Use classification and incorporate an additional 27 units from the Hotel Density Reserve through Beach by Design resulting in a total of 60 units (91 units per acre). Page 1 City of Clearwater Printed on 2/7/2019 File Number: ID#19-5646 Consistency with the Community Development Code: No changes have been made to the Conceptual Site Plan (except to include four additional sheets to highlight the location of interior corridors providing access to hotel rooms) and Elevations presented at the January 17, 2019 Council meeting. The Conceptual Site Plan and Elevations continue to appear to be consistent with the CDC with regard to: §Minimum Lot Area and Width §Minimum Setbacks §Maximum Height §Minimum Off-Street Parking §Landscaping Consistency with Beach by Design: No changes have been made to the Conceptual Site Plan (except to include four additional sheets to highlight the location of interior corridors providing access to hotel rooms) and Elevations presented at the January 17, 2019 Council meeting. The Conceptual Site Plan and Elevations continue to appear to be consistent with the Beach by Design with regard to: §Design Guidelines §Hotel Density Reserve Standards for Development Agreements: The proposal is in compliance with the standards for development agreements and is consistent with the Comprehensive Plan. The proposed Development Agreement would be in effect for a period not to exceed 20 years, meets the criteria for the allocation of rooms from the Hotel Density Reserve under Beach by Design and includes the following main provisions: §Provides for the allocation of 27 units from the Hotel Density Reserve; §Requires the developer to obtain building permits and certificates of occupancy in accordance with Community Development Code (CDC) Section 4-407; §Requires the return of any hotel unit obtained from the Hotel Density Reserve that is not constructed; §Prohibits the conversion of any hotel unit allocated from the Hotel Density Reserve to a residential use and requires the recording of a covenant restricting use of such hotel units to overnight accommodation usage; §Provides evidence that the development complies with the Metropolitan Planning Organization’s (MPO) countywide approach to the application of concurrency management for transportation facilities, and includes a transportation analysis conducted for the development; §Provides that all units in a hotel receiving units from the Reserve shall be made available to the public as overnight transient hotel guests at all times through the required hotel reservation system; §That no hotel room in a hotel allocated units from the Reserve will have a full kitchen; §That a reservation system shall be required as an integral part of the hotel use and there shall be a lobby/front desk area that must be operated as a typical lobby/front desk area for a hotel would be operated; and §Requires a legally enforceable mandatory evacuation/closure covenant that the hotel will be closed as soon as practicable after a hurricane watch that includes Clearwater Beach is posted by the National Hurricane Center. Page 2 City of Clearwater Printed on 2/7/2019 File Number: ID#19-5646 Changes to Development Agreements: Pursuant to Section 4-606.I., CDC, a Development Agreement may be amended by mutual consent of the parties, provided the notice and public hearing requirements of Section 4-206 are followed. Revisions to conceptual site plans and/or architectural elevations attached as exhibits to this Development Agreement shall be governed by the provisions of Section 4-406, CDC. Minor revisions to such plans may be approved by the Community Development Coordinator. Other revisions not specified as minor shall require an amendment to this Development Agreement. The Planning and Development Department is recommending approval of this Development Agreement for the allocation of up to 27 units from the Hotel Density Reserve under Beach by Design. Page 3 City of Clearwater Printed on 2/7/2019 HOTEL DENSITY RESERVE DEVELOPMENT AGREEMENT THIS HOTEL DENSITY RESERVE DEVELOPMENT AGREEMENT ("Agreement") is dated the _______ day of _______________, 201_, and entered into between DECADE PROPERTIES, INC. (“Developer"), its successors and assigns, and the CITY OF CLEARWATER, FLORIDA, a municipal corporation of the State of Florida acting through its City Council, the governing body thereof ("City"). RECITALS: WHEREAS, one of the major elements of the City's revitalization effort is a special area plan for the revitalization of Clearwater Beach adopted under the provisions of the Florida Growth Management Act, Florida Statutes Chapter 163, Part II, and entitled Beach by Design; and WHEREAS, Florida Statutes Sections 163.3220 - 163.3243, the Florida Local Government Development Agreement Act ("Act"), authorize the City to enter into binding development agreements with persons having a legal or equitable interest in real property located within the corporate limits of the City; and WHEREAS, under Section 163.3223 of the Act, the City has adopted Section 4-606 of the City of Clearwater Community Development Code ("Code"), establishing procedures and requirements to consider and enter into development agreements; and WHEREAS, Beach by Design proposed the development of hotel units to equalize development opportunities on the beach and ensure Clearwater Beach remains a quality, family resort community, and further provided for a limited reserve of additional hotel units ("Hotel Density Reserve") to be made available for such mid-sized hotel projects; and WHEREAS, the Developer owns 0.66 acres of real property ("Property") in the corporate limits of the City, more particularly described on Exhibit "A" attached hereto and incorporated herein; and WHEREAS, the Developer desires to develop the Property to provide 60 overnight accommodation units, pool, lobby and parking, generally conforming to the architectural elevation dimensions shown in composite Exhibit "B” (collectively, the improvements are the “Project”); and WHEREAS, the Property has not previously acquired density from the Hotel Density Reserve; and WHEREAS, upon completion the planned hotel will contain 60 overnight accommodation units, which includes 27 units from the available Hotel Density Reserve (“Reserve Units”); and WHEREAS, the City has conducted such public hearings as are required by and in accordance with Florida Statutes Section 163.3225, Code Sections 4-206 and 4-606, and any other applicable law; and WHEREAS, the City has determined that, as of the date of this Agreement, the proposed project is consistent with the City's Comprehensive Plan and Land Development Regulations; and WHEREAS, at a duly noticed and convened public meeting on ______________________, 201__, the City Council approved this Agreement and authorized and directed its execution by the appropriate officials of the City; and WHEREAS, approval of this Agreement is in the interests of the City in furtherance of the City's goals of enhancing the viability of the resort community and in furtherance of the objectives of Beach by Design; and WHEREAS, Developer has approved this Agreement and has duly authorized certain individuals to execute this Agreement on Developer's behalf. STATEMENT OF AGREEMENT In consideration of and in reliance upon the premises, the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto intending to be legally bound and in accordance with the Act and Code, agree as follows: SECTION 1. Recitals. The above recitals are true and correct and are a part of this Agreement. SECTION 2. Incorporation of the Act. This Agreement is entered into in compliance with and under the authority of the Code and the Act, the terms of which as of the date of this Agreement are incorporated herein by this reference and made a part of this Agreement. Words used in this Agreement without definition that are defined in the Act shall have the same meaning in this Agreement as in the Act. SECTION 3. Property Subject to this Agreement. The Property described in Exhibit "A" is subject to this Agreement ("Property"). 3.1 The Property currently has a land use designation of Resort Facilities High (RFH) and is zoned Tourist (T). 3.2. The Property is owned in fee simple or under contract to be owned in fee simple by the Developer. 3.3 The Property is generally located at 850 Bayway Blvd. as further described in Exhibit “A”. SECTION 4. Scope of Project. 4.1 The Project shall consist of 60 overnight accommodation units including 27 overnight accommodation units from the Hotel Density Reserve and have a density no greater than 150 units per acre. 4.2 The Project shall include a minimum of 80 parking spaces, as defined in the Code. 4.3 The design of the Project, as represented in Exhibit “B”, is consistent with Beach by Design. 4.4 The height of the Project shall be up to 80 feet measured from Base Flood Elevation, as defined in the Code. The maximum building heights of the various character districts cannot be increased to accommodate hotel rooms allocated from the Hotel Density Reserve. SECTION 5. Effective Date/Duration of this Agreement. 5.1 This Agreement shall not be effective until this Agreement is properly recorded in the public records of Pinellas County, Florida and thirty (30) days have elapsed after transmitting to the Florida Department of Economic Opportunity, pursuant to Florida Statutes section 163.3239 and Code section 4-606.G.2. 5.2 Within fourteen (14) days after the City approves the execution of this Agreement, the City shall record the Agreement with the Clerk of the Circuit Court for Pinellas County. The Developer shall pay the cost of such recording. The City shall submit to the Department of Economic Opportunity a copy of the recorded Agreement within fourteen (14) days after the Agreement is recorded. 5.3 This Agreement shall continue in effect for twenty (20) years unless earlier terminated as set forth herein. SECTION 6. Obligations under this Agreement. 6.1 Obligations of the Developer: 6.1.1 The obligations under this Agreement shall be binding upon and the benefits of this Agreement shall inure to the Developer, its successors in interests or assigns. 6.1.2 At the time of development of the Property, the Developer will submit such applications and documentation as are required by law and shall comply with the Code applicable at the time of building permit review. 6.1.3 The following restrictions shall apply to development of the Property: 6.1.3.1 To retain the grant of Reserve Units provided for herein, the Property and improvements located thereon shall be developed in substantial conformance with the Conceptual Site Plan attached as Exhibit "B". Any modifications determined by the Planning and Development Director as either inconsistent with attached Exhibit “B” or constituting a substantial deviation from attached Exhibit “B” shall require an amendment to this Agreement in accordance with the procedures of the Act and the Code, as necessary and applicable. Any and all such approved and adopted amendments shall be recorded in the public records of Pinellas County, Florida. 6.1.3.2 The Developer shall obtain appropriate site plan approval pursuant to a Level One or Level Two development application within one (1) year from the effective date of this Agreement in accordance with the provisions of the Code and shall then obtain appropriate permits and certificates of occupancy in accordance with the provisions of the Code. Nothing herein shall restrict Developer from seeking an extension of site plan approval or other development orders pursuant to the Code or state law. In the event that work is not commenced pursuant to issued permits, or certificates of occupancy are not timely issued, the City may deny future development approvals and/or certificates of occupancy for the Project and may terminate this Agreement in accordance with Section 10. 6.1.3.3 The Developer shall execute, prior to commencement of construction, a mandatory evacuation/closure covenant, substantially in the form of Exhibit "C", stating that the accommodation use will close as soon as practicable after a hurricane watch that includes Clearwater Beach is posted by the National Hurricane Center. 6.1.4 Covenant of Unified Use. Prior to the issuance of the first building permit for the Project, the Developer hereby agrees to execute the covenant of unified use and development for the Project Site providing that the Project Site shall be developed and used as a single project, the form of which covenant is attached as Exhibit "D"; provided however, that nothing shall preclude the Developer from selling all or a portion of the Developer's Property in the event that Developer determines not to construct the Project. It is understood and agreed that, in the event that the Developer enters into the anticipated covenant of unified use and development, and the Developer elects not to construct the Project and notifies the City of its election in writing, and, alternatively, as of the date of expiration, termination or revocation no rights of Developer remain or will be exercised to incorporate the Hotel Density Reserve Units into the Project, the City shall execute and deliver to the Developer a termination of such covenant of unified use and development suitable for recording in the Public Records of Pinellas County, Florida. 6.1.5 Return of Units to Reserve. Any Reserve Units granted to Developer not timely constructed in conjunction with the Project shall be returned to the Hotel Density Reserve and be unavailable to Developer for use on the Project. 6.1.6 Transient Use. A reservation system shall be required as an integral part of the hotel use and there shall be a lobby/front desk area that must be operated as a typical lobby/front desk area for a hotel would be operated. Access to overnight accommodation units must be provided through a lobby and internal corridor. All units in the hotel shall be made available to the public as overnight transient hotel guests at all times through the required hotel reservation system. Occupancy in the hotel is limited to a term of less than one (1) month or thirty-one (31) consecutive days, whichever is less. Units in the hotel shall not be used as a primary or permanent residence. 6.1.7 No Full Kitchens. No unit shall have a complete kitchen facility as that term is used in the definition of “dwelling unit” in the Code. 6.1.8 Inspection of Records. Developer shall make available for inspection to authorized representatives of the City its books and records pertaining to each Hotel Density Reserve unit upon reasonable notice to confirm compliance with these regulations as allowed by general law. 6.1.9 Compliance with Design Guidelines. The Developer agrees to comply with the Design Guidelines as set forth in Section VII. of Beach by Design. 6.1.10 Limitation on Amplified Music. Developer agrees that there shall be no outdoor amplified music at the Project at any time. 6.1.11 Limitation on Bar Service. The Developer agrees that there shall be no indoor or outdoor bar or lounge for the service of alcohol. Alcoholic beverage sales shall be limited to incidental sales of beer and wine only (i.e. cooler sales). 6.1.12 Availability of Parking Spaces. The Developer agrees that none of the on-site parking spaces will be available for sale or lease to the general public and that all parking spaces on the site will be for the sole use of hotel staff and/or guests and/or patrons of the 16-slip marina facility. 6.1.13 Limitation on Restaurant Service. The Developer agrees that there shall be no restaurant use located anywhere on the site at any time with the exception of basic food service such as a typical “Continental Breakfast” or the sale of prepackaged food such as sandwiches and snack for hotel guests only. 6.1.14 Limitation on Marina Facility. 6.1.14.1 The Developer agrees that activities such as servicing, fueling, pumping-out, commercial chartering and/or and dry-storage of boats and boating equipment is strictly prohibited. 6.1.14.2 The Developer agrees that the number of conveyable marina slips shall be limited to no more than 16. The City acknowledges that there are 10 additional marina slips for the sole use of the hotel. The Developer may increase the number of conveyable marina slips only if the Developer increases the number or parking spaces to meet compliance with the Community Development Code. 6.1.14.3 The Developer agrees that any conveyable marina slips shall be limited to sale and/or lease to privately-owned boats rather than commercial vessels for hire. 6.1.14.4 The Developer agrees that a deed restriction outlining Sections 6.1.11.1 through 6.1.11.3 shall be submitted to Staff prior to the issuance of any permits. 6.2 Obligations of the City. 6.2.1 The City shall promptly process site and construction plan applications for the Property that are consistent with the Comprehensive Plan and the Concept Plan and that meet the requirements of the Code. 6.2.2 The final effectiveness of the applications referenced in Section 6.2.1 is subject to: 6.2.2.1 The provisions of Chapters 163 and 166, Florida Statutes, as they may govern such amendments; and 6.2.2.2 The expiration of any appeal periods or, if an appeal is filed, at the conclusion of such appeal. 6.2.3 The project shall receive 27 units from the Hotel Density Reserve as defined by Beach by Design. In no way shall this be construed to permit the development density of the Property to exceed 150 units per acre. SECTION 7. Public Facilities to Service Development. The following public facilities are presently available to the Property from the sources indicated below. Development of the Property will be governed by the concurrency ordinance provisions applicable at the time of development approval. The requirements for concurrency as set forth in Article 4, Division 9, of the Code, have been satisfied. 7.1 Potable water is available from the City. The Developer shall be responsible for all necessary main extensions and applicable connection fees. 7.2 Sewer service is currently provided by the City. The Developer shall be responsible for all necessary main extensions and applicable connection fees. 7.3 Fire protection from the City. 7.4 Drainage facilities for the Property will be provided by the Developer at the Developer's sole expense. 7.5 The Project shall comply with the Metropolitan Planning Organization’s [MPO] or its successor’s countywide approach to the application of concurrency management for transportation facilities, and the transportation analysis conducted for the Project shall include the following: • Recognition of standard data sources as established by the MPO; • Identification of level of service (LOS) standards for state and county roads as established by the MPO; • Utilization of proportional fair-share requirements consistent with Florida Statutes and the MPO model ordinance; • Utilization of the MPO Traffic Impact Study Methodology; and • Recognition of the MPO designation of “Constrained Facilities” as set forth in the most current MPO Annual Level of Service Report. 7.6 All improvements associated with the public facilities identified in Subsections 7.1 through 7.5 shall be completed prior to the issuance of any certificate of occupancy. 7.7 Developer agrees to provide a cashier’s check, a payment and performance bond, or letter of credit in the amount of 115% of the estimated costs of the public facilities and services, to be deposited with the City to secure construction of any new public facilities and services required to be constructed by this Agreement. Such construction shall be completed prior to issuance of a Certificate of Occupancy for the Project. SECTION 8. Required Local Government Approvals. The required local government development approvals for development of the Property include, without limitation, the following: 8.1 Site plan approval(s) and associated utility licenses, access, and right-of-way utilization permits; 8.2 Construction plan approval(s); 8.3 Building permit(s); 8.4 Certificate(s) of occupancy; and SECTION 9. Finding of Consistency. The City finds that development of the Property is consistent with the terms this Agreement is consistent with the City Comprehensive Plan and the Code. SECTION 10. Termination. If the Developer's obligations set forth in this Agreement are not followed in a timely manner, as reasonably determined by the City Manager, after notice to the Developer and an opportunity to be heard, existing permits shall be administratively suspended, and issuance of new permits suspended until the Developer has fulfilled its obligations. Failure to timely fulfill its obligations may serve as a basis for termination of this Agreement by the City, at the discretion of the City and after notice to the Developer and an opportunity for the Developer to be heard. SECTION 11. Other Terms and Conditions. Except in the case of termination, until ten (10) years after the date of this Agreement, the City may apply laws and policies adopted subsequently to the Effective Date of this Agreement if the City has held a public hearing and determined: (a) They are not in conflict with the laws and policies governing the Agreement and do not prevent development of the land uses, intensities, or densities in the Agreement; (b) They are essential to the public health, safety, or welfare, and expressly state that they shall apply to a development that is subject to a development agreement; (c) They are specifically anticipated and provided for in this Agreement; (d) The City demonstrates that substantial changes have occurred in pertinent conditions existing at the time of approval of this Agreement; or (e) This Agreement is based on substantially inaccurate information provided by the Developer SECTION 12. Compliance with Law. The failure of this Agreement to address any particular permit, condition, term or restriction shall not relieve the Developer from the necessity of complying with the law governing such permitting requirements, conditions, terms or restrictions. SECTION 13. Notices. Notices and communications required or desired to be given under this Agreement shall be given to the parties by hand delivery, by nationally recognized overnight courier service such as Federal Express, or by certified mail, return receipt requested, addressed as follows (copies as provided below shall be required for proper notice to be given): If to the Developer: Decade Properties, Inc. 13555 Bishops Court, Suite 345 Brookfield, Wisconsin 53005 With Copy to: Brian J. Aungst, Jr., Esq. 625 Court Street, Suite 200 Clearwater, Florida 33756 If to City: City of Clearwater Attn: City Manager 112 South Osceola Avenue Clearwater, FL 33756 Properly addressed, postage prepaid, notices or communications shall be deemed delivered and received on the day of hand delivery, the next business day after deposit with an overnight courier service for next day delivery, or on the third (3rd) day following deposit in the United States mail, certified mail, return receipt requested. The parties may change the addresses set forth above (including the addition of a mortgagee to receive copies of all notices), by notice in accordance with this Section. SECTION 14. Assignments. 14.1 By the Developer: 14.1.1 Prior to the Commencement Date, the Developer may sell, convey, assign or otherwise dispose of any or all of its right, title, interest and obligations in and to the Project, or any part thereof, only with the prior written notice to the City, provided that such party (hereinafter referred to as the "assignee"), to the extent of the sale, conveyance, assignment or other disposition by the Developer to the assignee, shall be bound by the terms of this Agreement the same as the Developer for such part of the Project as is subject to such sale, conveyance, assignment or other disposition. 14.1.2 If the assignee of the Developer's right, title, interest and obligations in and to the Project, or any part thereof assumes all of the Developer's obligations hereunder for the Project, or that part subject to such sale, conveyance, assignment or other disposition, then the Developer shall be released from all such obligations hereunder which have been so assumed by the assignee, and the City agrees to execute an instrument evidencing such release, which shall be in recordable form. 14.1.3 An assignment of the Project, or any part thereof, by the Developer to any corporation, limited partnership, limited liability company, general partnership, or joint venture, in which the Developer (or an entity under common control with Developer) has either the controlling interest or through a joint venture or other arrangement shares equal management rights and maintains such controlling interest or equal management rights shall not be deemed an assignment or transfer subject to any restriction on or approvals of assignments or transfers imposed by this Agreement, provided, however, that notice of such assignment shall be given by the Developer to the City not less than thirty (30) days prior to such assignment being effective and the assignee shall be bound by the terms of this Agreement to the same extent as would the Developer in the absence of such assignment. 14.1.4 No assignee, purchaser, sublessee or acquirer of all or any part of the Developer's rights and obligations with respect to any one Parcel shall in any way be obligated or responsible for any of the Developer's obligations with respect to any other Parcel by virtue of this Agreement unless and until such assignee, purchaser, sublessee or acquire has expressly assumed the Developer's such other obligations. 14.2 Successors and Assigns. The terms herein contained shall bind and inure to the benefit of the City, and its successors and assigns, and the Developer and, as applicable to the parties comprising Developer, their personal representatives, trustees, heirs, successors and assigns, except as may otherwise be specifically provided herein. SECTION 15. Minor Non-Compliance. The Developer will not be deemed to have failed to comply with the terms of this Agreement in the event such noncompliance, in the judgment of the City Manager, reasonably exercised, is of a minor or inconsequential nature. SECTION 16. Covenant of Cooperation. The parties shall cooperate with and deal with each other in good faith and assist each other in the performance of the provisions of this Agreement and in achieving the completion of development of the Property. SECTION 17. Approvals. Whenever an approval or consent is required under or contemplated by this Agreement such approval or consent shall not be unreasonably withheld, delayed or conditioned. All such approvals and consents shall be requested and granted in writing. SECTION 18. Completion of Agreement. Upon the completion of performance of this Agreement or its revocation or termination, a statement evidencing such completion, revocation or termination shall be signed by the parties hereto and recorded in the official records of the City. SECTION 19. Entire Agreement. This Agreement (including any and all Exhibits attached hereto all of which are a part of this Agreement to the same extent as if such Exhibits were set forth in full in the body of this Agreement), constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof. SECTION 20. Construction. The titles, captions and section numbers in this Agreement are inserted for convenient reference only and do not define or limit the scope or intent and should not be used in the interpretation of any section, subsection or provision of this Agreement. Whenever the context requires or permits, the singular shall include the plural, and plural shall include the singular and any reference in this Agreement to the Developer includes the Developer's successors or assigns. This Agreement was the production of negotiations between representatives for the City and the Developer and the language of the Agreement should be given its plain and ordinary meaning and should not be strictly construed against any party hereto based upon draftsmanship. If any term or provision of this Agreement is susceptible to more than one interpretation, one or more of which render it valid and enforceable, and one or more of which would render it invalid or unenforceable, such term or provision shall be construed in a manner that would render it valid and enforceable. SECTION 21. Partial Invalidity. If any term or provision of this Agreement or the application thereof to any person or circumstance is declared invalid or unenforceable, the remainder of this Agreement, including any valid portion of the invalid term or provision and the application of such invalid term or provision to circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and shall with the remainder of this Agreement continue unmodified and in full force and effect. Notwithstanding the foregoing, if such responsibilities of any party hereto, to the extent that the purpose of this Agreement or the benefits sought to be received hereunder are frustrated, such party shall have the right to terminate this Agreement upon fifteen (15) days written notice to the other parties. SECTION 22. Code Amendments. Subsequently adopted ordinances and codes of the City which are of general application not governing the development of land shall be applicable to the Property, and such modifications are specifically anticipated in this Agreement. SECTION 23. Governing Law. This Agreement shall be governed by, and construed in accordance with the laws of the State of Florida. SECTION 24. Counterparts. This Agreement may be executed in counterparts, all of which together shall continue one and the same instrument. SECTION 25. Amendment. This Agreement may be amended by mutual written consent of the City and the Developer so long as the amendment meets the requirements of the Act, applicable City ordinances, and Florida law. IN WITNESS WHEREOF, the parties have hereto executed this Agreement the date and year first above written. In the Presence of: ___________________________________ ______________________________ __________________________________ Print Name_____________________ Print Name ______________________________ Print Name_____________________ As to Developer CITY OF CLEARWATER, FLORIDA By: William B. Horne II City Manager Attest: __________________________________ Rosemarie Call, City Clerk Countersigned: __________________________________ George N. Cretekos, Mayor Approved as to Form: __________________________________ Michael Fuino, Assistant City Attorney STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this _____ day of _______________, 201__, by GEORGE N. CRETEKOS, as Mayor of the City of Clearwater, Florida, who is [ ] personally known to me or has [ ] produced _________________________________ as identification. __________________________________ Notary Public Print Name:_________________________ My Commission Expires: STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this ______ day of ____________________, 201__, by WILLIAM B. HORNE, II, as City Manager of the City of Clearwater, Florida, who is [ ] personally known to me or who has [ ] produced _____________________________ as identification. __________________________________ Notary Public Print Name:_________________________ My Commission Expires EXHIBIT “A” LEGAL DESCRIPTION: LOT 12, BLOCK D, OF BAYSIDE SUBDIVISION NO. 6, UNIT "A'', ACCORDING TO THE MAP OR PLAT THEREOD A S RECORDED IN PLAT BOOK 51, PAGES 48 AND 49, PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA LOTS 13, 14, AND 15, BLOCK D, OF BAYSIDE SUBDIVISION NO. 6, UNIT "C", ACCORDING TO THE MAP OR PLAT THEREOF AS RECORDED IN PLAT BOOK 55, PAGES 19 AND 20, PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA. FLOOD STATEMENT: THIS PROPERTY LIES IN FLOOD ZONE "AE", BASE FLOOD 11, ACCORDING F.E.M.A. FLOOD INSURANCE RATE MAP # 12103C0104G, DATED SEPTEMBER 3, 2003. EXHIBIT “B” Conceptual Site Plan 850 Bayway / 2018 1 Beach by Design Criteria Statement EXHIBIT “B” A. DENSITY: Design Response: The project will consist of 0.66 acres allowing 33 hotel units. Under code Twenty-seven (27) hotel units are requested from the Hotel Density Reserve for a total of 60 units (90 units per acre). Beach by Design provides that parcels of this size are allowed up to 150 units per acre which would allow 99 units. B. HEIGHT & SEPARATION: Design Response: 1. Height: Highest base flood elevation on site is 11 feet NADV. Maximum allowable building height is 100’-0” above base flood elevation. The requested building height is 80’ above Base Flood Elevation of 11.00 FT. NAVD plus 16’ for mechanical screening. 2. Separation: The hotel is below 100’, no separation requirements apply. 3. Floor plate: a. Between 45 feet in height and 80’ no part of the occupied floorplate (exclusive of parking) exceeds 25,000 square feet. Typical guest room floorplate above the 4th floor is approximately 14,500 SF. b. The mass and scale of the design creates a stepped and tiered effect and the maximum building envelope above 45 feet is below 75% allowance for building with units allocated from the density reserve. C. DESIGN, SCALE AND MASS OF BUILDING: 1. Buildings with a footprint of greater than 5000 square feet or a single dimension of greater than one hundred (100) feet will be constructed so that no more than two (2) of the three (3) building dimensions in the vertical or horizontal planes are equal in length. For this purpose, equal in length means that the two lengths vary by less than forty (40%) of the shorter of the two (2) lengths. The horizontal plan measurements relate to the footprint of the building. 850 Bayway / 2018 2 Design Response: As observed from Bayway Blvd., massing of the building from levels 5 through 7 reveals a 50 foot- wide opening, stepping back above the parking structure and creating a generous open alcove for the pool on level 5. The result is an indented volume of three-story open space which makes this façade unique, and in compliance with Beach by Design. When combined with garage stepbacks on Bayway, the resulting form is a “u” shaped building from level 5-7. The design intends to break up the “bulky box” effect through manipulation of building mass in both vertical and horizontal dimensions. 2. No plane of a building may continue uninterrupted for greater than on hundred linear feet (100’). For the purpose of this standard, interrupted means an offset of greater than five feet (5’). Design Response: Proposed building design adds steps to the building facades such that no hotel surface is longer than 100 feet without a break in the façade. A 5-foot recess at the southeast garage entrance breaks the façade in a horizontal direction. See attached plans and elevations. 3. At least sixty percent (60%) of any elevation will be covered with windows or architectural decoration. For the purpose of this standard, an elevation is that portion of a building that is visible from a particular point outside the parcel proposed for development. Design Response: Combined distribution of windows and architectural decoration for each façade follows: a) North (waterside) = 63% b) East = 61% c) West = 61% d) South (Bayway Blvd) = 60 % In addition to glazing, architectural decoration shall include the following options in keeping with Beach by Design and Tropical Vernacular Features. a) Decorative stucco panels with integrated tile accents. b) Ornamental grillwork or metal louvered panels. c) Cement fiber siding with horizontal banding and vertical trim. 850 Bayway / 2018 3 4. No more than sixty percent (60%) of the theoretical maximum building envelope located above forty-five feet (45’) will be occupied by a building. However, in those instances where an overnight accommodations use on less than 2.0 acres that has been allocated additional density via the Hotel Density Reserve, no more than seventy-five percent (75%) of the theoretical maximum building envelope located above forty-five feet (45’) may be occupied by a building unless the property is located between Gulfview Boulevard and the Gulf of Mexico, then no more than 70% may be occupied by a building. Design Response: Less than 60% and below 75%. Site is less than 2 acres and building will not exceed 75% of theoretical envelope allowable with units from HDR applied. 5. The height and mass of buildings will be correlated to: (1) the dimensional aspects of the parcel of the parcel proposed for development and (2) adjacent public spaces such as streets and parks. Design Response: Since the Hotel is located on Clearwater Harbor, in the Clearwater Pass District, mass of the building is buffered on three upland sides by landscaped and fenced area. Placement of the building in proximity to the seawall allows for dock access without affecting visual appeal of the waterfront. 6. Buildings may be designed for a vertical or horizontal mix or permitting uses. Design Response: To serve boat slips at the north seawall, 8 parking spaces are allocated for this use, with the balance of slips available to hotel guests. D. SETBACKS AND STEPBACKS: 1. Rights-of-way. The area between the building and the edge of the pavement as existing and planned should be sufficiently wide to create a pedestrian-friendly environment. The distances from structures to the edge of the right-of-way should be: 850 Bayway / 2018 4 Design Response: Front Yard = 15 Feet At the rear setback of 5’ beginning at the first guest room floor, rear balconies are extended outward five feet at elevation of 12’ above grade. 2. Side and Rear Setbacks. Side and rear setbacks shall be governed by the provisions of the Tourist District of the Community Development Code unless otherwise prescribed in the applicable Character District provisions contained in Section II., Future Land Use. Design Response: 5’ and 10’ setbacks proposed. 3. Setbacks and Stepbacks. To reduce upper story massing along the street and ensure a human scale street environment, buildings using the hotel density reserve shall be constructed in accordance with the following: a. stepback with a minimum depth of fifteen feet (15’) from the setback line at a height not more than twenty-five feet (25’). Design Response: Along Bayway, the building provides two step-backs conforming with the intent of Beach by Design. An exception is requested to permit the following: a) Beginning at building setback, allow a step-back with an increased depth of 20’ at a height of 39’ from BFE. b) Beginning at a receding depth of 20’ allow a second step-back at Level 5 to an additional depth of 22’, to provide a pool deck. This step-back is approximately 48’ wide, from east to west. c) When combined, step-back distance from building set back to north wall of pool deck is approximately 42’ Considering that a required 15’ deep step back is increased to at 20’, together with a deeper step-back running 48’ feet wide by 22’ deep, the design is appropriate for Beach by Design and is therefore requested. See building elevations. 850 Bayway / 2018 5 b. Buildings constructed with a front setback greater than or equal to ten feet (10’) and less than fifteen feet (15’) shall stepback at a height not more than twenty feet (20’). The required stepback/setback ratio is one and one-half feet (1.5’) for every one-foot (1’) reduction in setback in addition to he minimum stepback of fifteen feet (15’). Design Response: N/A c. Buildings constructed with a front setback of less than ten feet (10’) shall provide a building stepback required stepback/setback ration is two and one- half feet (2.5’) for every one-foot (1’) reduction in setback in addition to the minimum stepback of fifteen feet (15’). Design Response: N/A d. To achieve upper story variety and articulation, additional stepbacks may be required. To avoid a monotonous streetscape, a building shall not replicate the stepback configuration of the neighboring buildings including those across the right-of-way. Design Response: Neighboring buildings on Bayway Blvd are a mix of mid-rise & low-rise buildings. e. Required stepbacks shall span a minimum of 75% of the building frontage width. Design Response: The required step backs span approximately 75% building frontage along Bayway Blvd. E. STREET-LEVEL FACADES: The human scale and aesthetic appeal of street-level facades, and their relationship to the sidewalk, are essential to a pedestrian-friendly environment. Accordingly: 850 Bayway / 2018 6 1. At least sixty percent (60%) of the street level facades of buildings used for nonresidential purposes which abut a public street or pedestrian access way, will be transparent. For the purpose of this standard: a) Street level façade means that portion of a building façade from ground level to a height of twelve feet (12’) Design Response: While this development is a residential use, that portion of the façade supporting the garage ramp shall be articulated with architectural openings. See Item E-1 b) ii below. b) Transparent means windows or doors that allow pedestrians to see into: i. The building, or ii. Landscaped or hardscaped courtyard or plazas, where street level facades are set back at lease fifteen feet (15’) from the edge of the sidewalk and the area between the sidewalk and the façade is a landscaped or yardscaped courtyard. Design Response: Since the Clearwater Pass District has less pedestrian interaction compared to more highly urban streetscapes on the Beach, the proposed development on Bayway conforms with Beach by Design under E-1-b)ii where landscaped areas or paved courts are provided from existing sidewalk to face of building located 15’back. While providing this pedestrian amenity at Bayway, openings in the garage façade will be treated as follows per sub-paragraph E-1C) below. a) Ornamental grillwork allowing transparency, with b) Awnings with louvers allowing open vision. c) Parking structures should utilize architectural details and design elements such a false recessed window, arches, planter boxes, metal grillwork, etc. Instead of transparent alternatives. When parking garage abuts a public road or other public place, it will be designed such that the function of the building is not readily apparent except at points of ingress and egress. 850 Bayway / 2018 7 Design Response: The design proposes decoratively screened and articulated garage openings on the first 4 levels, modulated to coordinate with the general rhythm and pattern of the other building façade openings and windows. See attached elevations. 2. Window coverings, and other opaque materials may cover not more than 10% of the area of any street-level window in a nonresidential building that fronts on a public right-of way. Design Response: There are no other uses on the ground floor garage level other than entry guest registration, and vehicle use areas. Not more than 10% of the area of any street- level windows are opaque. 3. Building entrances should be aesthetically inviting and easily identified. Goods for sale will not be displayed outside of a building, except as a permitted temporary use. This standard does not apply to outdoor food service establishments. Design Response: The Hotel will be a limited service facility without a retail component or restaurant, thus primary entrance and guest orientation will be through covered garage at grade. Therefore, each of two vehicular entrance will be clearly visible with proper lighting, signage, and wayfinding. At the entry garage level, use of special pavers to identify pedestrian circulation at the garage level will make way-finding for guests convenient, and provide ease of movement upon arrival and departure. Circulation for both vehicles and pedestrians is a critical concern for safety, convenience, and appropriate image of the hotel. 4. Awnings and other structures that offer pedestrians cover from the elements are recommended. Awnings help define entryways and provide storefront identity to both pedestrians and drivers. Design Response: N/A F. PARKING AREAS: To create a well-defined and aesthetically appealing street boundary, all parking areas will be separated from public rights of way by a landscaped decorative wall, fence or other opaque landscape treatment of not less than three feet (3’) and not more than 850 Bayway / 2018 8 three and one-half feet (3 ½’) in height. Surface parking areas that are visible from public streets or to the public places will be landscaped such that the parking areas are defined more by their landscaping materials than their paved areas when viewed from adjacent property. The use of shade trees is encouraged in parking lots. However, care should be taken to choose trees that do not drop excessive amounts of leaves, flowers, or seeds on the vehicles below. Entrances to parking areas should be clearly marked in order to avoid confusion and minimize automobile-pedestrian conflicts. Attractive signage and changes to the texture of the road (such as pavers) are recommended. When a parking garage abuts a public road or other public place, it will be designed such that the function of the building is not readily apparent except at points of ingress and egress. Design Response: The design proposes screened and articulated garage openings on Bayway Blvd. G. SIGNAGE: Signage is an important contributor to the overall character of a place. However, few general rules apply to signage. Generally, signage should be creative, unique, simple and discrete. Blade signs, banners and sandwich boards should not be discouraged, but signs placed on sidewalk should not obstruct pedestrian traffic. Design Response: Signage shall be designed per code with a comprehensive signage design package submitted for approval with the building permit. H. SIDEWALKS: Sidewalks along arterials and retail streets should be at least ten feet (10’) in width. All sidewalks along arterials and retail streets will be landscaped with palm trees, spaced to a maximum of thirty-five feet (35’) on centers, with “clear grey” of not less than eight feet (8’). Acceptable palm trees include sabal palms, (sabal palmetto), medjool palms (phoenix dactylifera ‘medjool), and canary island date palms (phoenix canariensis). Sidewalks along side streets will be landscaped with palms (clear trunk of not less than eight feet (8’)) or shade trees, spaced at maximum intervals of thirty- five feet (35’) on centers. Portions of required sidewalks may be improved for nonpedestrian purposes including outdoor dining and landscape material, provided that: 1. Movement of pedestrians along the sidewalk is not obstructed; and 850 Bayway / 2018 9 2. On-pedestrian improvements and uses are located on the street side of the sidewalk. Distinctive paving patterns should be used to separate permanent sidewalk café improvements from the pedestrian space on the sidewalk. To enhance pedestrian safety and calm traffic, distinctive paving should also be used to mark crosswalks. Design Response: Sidewalks are proposed for 5’ wide along Bayway Blvd, to match existing. I. STREET FURNITURE AND BICYCLE RACKS: Street furniture, including benches and trash receptacles should be liberally placed along the sidewalks, at intervals no greater than thirty linear feet (30’) of sidewalk. Bicycle racks should also be provided, especially near popular destinations, to promote transportation alternatives. Complicated bicycle rack systems should be avoided. The placement of street furniture and bicycle racks should not interrupt pedestrian traffic on the sidewalk. Design Response: Benches, bike racks and architectural trash receptacles area proposed along Bayway Blvd. These elements shall be provided per code and submitted for approval at time of building permit. J. STREET LIGHTING: Street lighting should respond to the pedestrian-oriented nature of a tourist destination. In this context, it should balance the functional with the attractive- providing adequate light to vehicular traffic, while simultaneously creating intimate spaces along the sidewalks. Clearwater’s historic lighting is an attractive, single-globe fixture atop a cast-iron pole. Design Response: Street lighting design is pending owner review. Lighting shall be designed per code and submitted for approval at time of building permit. K. FOUNTAINS: Fountains provide attractive focal points to public spaces and add natural elements to urban environments. They should be interesting, engaging and unique. While it is important not to overburden architectural creativity regarding fountains, they should 850 Bayway / 2018 10 meet at least the following standards in order to be a functional and attractive component of the public space: 1. They should be supplemented with street furniture such as benches and trach receptacles, and 2. They should have rims that are: a. Tall enough to limit unsupervised access by small children, and b. Wide enough to permit seating. Fountains should be encouraged in landscaped and hardscaped courtyards and plazas. Design Response: There are no fountains planned for the property. L. MATERIALS AND COLORS: 1. Facades Finish materials and building colors will reflect Florida or Coastal vernacular themes. All awnings should contain at least three (3) distinct colors. Bright colors will be limited to trims and other accents. Glass curtain walls are prohibited. Design Response: The design is informal Tropical or “Coastal”. Colors shall follow the BbD color palate. See postings on elevations. 2. Sidewalks Sidewalks will be constructed of: a. Pavers; b. Patterned, distressed, or special aggregate concrete; Or c. Other finished treatment that distinguishes the sidewalks from typical suburban concrete sidewalks. Materials should be chosen to minimize the cost and complexity of maintenance. 850 Bayway / 2018 11 Design Response: Proposed sidewalks will be designed with various paver styles and concrete. 3. Street Furniture Street furniture will be constructed of low-maintenance materials and will be in a color that is compatible with its surroundings. Design Response: Street benches are proposed along Bayway Blvd where appropriated designs shall be coordinated with City Staff. Adjacent to the right of way. 4. Color Palette A recommended palette for building colors is presented on the following page. Design Response: The building shall utilize the BdD color palates, see elevations. EXHIBIT “C” COVENANT REGARDING HURRICANE EVACUATION And DEVELOPMENT, USE AND OPERATION DECLARATION OF COVENANTS AND RESTRICTIONS THIS DECLARATION OF COVENANTS AND RESTRICTIONS ("Declaration") is made as of the _____ day of _________________, 201__, by DECADE PROPERTIES, INC. ("Developer"). Developer is the owner of fee simple title to the real property described in Schedule 1 attached hereto and made a part hereof (hereinafter, the ("Real Property"). The City of Clearwater, Florida (the "City"), has amended its Comprehensive Plan to designate Clearwater Beach as a Community Redevelopment District pursuant to the Pinellas County Planning Council Rules in order to implement the provisions of Beach by Design, a plan for the revitalization of Clearwater Beach. The designation of Clearwater Beach as a Community Redevelopment District (the "Designation") provides for the allocation of Hotel Density Reserve Units as an incentive for the development of mid-size quality hotels. Pursuant to the Designation, the allocation of Hotel Density Reserve Units is subject to compliance with a series of performance standards, including a requirement that resorts containing a hotel developed with Hotel Density Reserve Units shall be closed and all Guests evacuated from such hotels as soon as practicable after the National Hurricane Center posts a hurricane watch that includes Clearwater Beach. The purpose of such evacuation is to ensure that such a hotel is evacuated in advance of the period of time when a hurricane evacuation would be expected in advance of the approach of hurricane force winds. The City has granted, by City Council Resolution __________, passed and approved on ____________, 201__, Developer's application for Hotel Density Reserve Units pursuant to the Designation, subject to Developer's compliance with the requirements of the Designation. Developer desires for itself, and its successors and assigns, as owner, to establish certain rights, duties, obligations and responsibilities with respect to the use and operation of the Real Property in accordance with the terms and conditions of the allocation of the Hotel Density Reserve Units to the City and the Designation, which rights, duties, obligations and responsibilities shall be binding on any and all successors and assigns and will run with the title to the Real Property. THEREFORE, in consideration of the covenants and restrictions herein set forth and to be observed and performed, and in further consideration of the allocation of Hotel Density Reserve Units to Developer, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, Developer hereby declares, covenants and agrees as follows: 1. Benefit and Enforcement. These covenants and restrictions are made for the benefit of Developer and its successors and assigns and shall be enforceable by them and also for the benefit of the residents of the City and shall be enforceable on behalf of said residents by the City Council of the City. 2. Covenant of Development, Use and Operation. Developer hereby covenants and agrees to the development, use and operation of the Real Property in accordance with the provisions of this Declaration. 2.1 Use. The use of the resort on the Real Property is restricted as follows: 2.1.1 27 units, which is the number of hotel units allocated to Developer from the Hotel Density Reserve, shall be used solely for transient occupancy of one month or thirty (30) consecutive days or less, must be licensed as a public lodging establishment and classified as a hotel, and must be operated by a single licensed operator of the hotel. All other units shall be licensed as a public lodging establishment. No unit shall be used as a primary or permanent residence. Access to overnight accommodation units must be provided through a lobby and internal corridor. A reservation system shall be required as an integral part of the hotel use and there shall be a lobby/front desk area that must be operated as a typical lobby/front desk area for a hotel would be operated. All hotel units shall be required to be submitted to a rental program requiring all hotel units to be available for members of the public as overnight hotel guests on a transient basis at all times. No unit shall have a complete kitchen facility as that term is used in the definition of “dwelling unit” in the Code. Developer shall make available for inspection to authorized representatives of the City its books and records pertaining to each Hotel Density Reserve unit upon reasonable notice to confirm compliance with these regulations as allowed by general law. The Developer agrees to comply with the Design Guidelines as set forth in Section VII. of Beach by Design. 2.1.2 As used herein, the terms "transient occupancy," "public lodging establishment," "hotel”, and "operator" shall have the meaning given to such terms in Florida Statutes Chapter 509, Part I. 2.2 Closure of Improvements and Evacuation. The Hotel developed on the Real Property shall be closed as soon as practicable upon the issuance of a hurricane watch by the National Hurricane Center, which hurricane watch includes Clearwater Beach, and all Hotel guests, visitors and employees other than emergency and security personnel required to protect the hotel, shall be evacuated from the Hotel as soon as practicable following the issuance of said hurricane watch. In the event that the National Hurricane Center shall modify the terminology employed to warn of the approach of hurricane force winds, the closure and evacuation provisions of this Declaration shall be governed by the level of warning employed by the National Hurricane Center which precedes the issuance of a forecast of probable landfall in order to ensure that the guests, visitors and employees will be evacuated in advance of the issuance of a forecast of probable landfall. 3 Effective Date. This Declaration shall become effective upon issuance of all building permits required to build the project ("Project") and Developer's commencement of construction of the Project, as evidence by a Notice of Commencement for the Project. This Declaration shall expire and terminate automatically if and when the allocation of Reserve Units to the Developer expires or is terminated. 4 Governing Law. This Declaration shall be construed in accordance with and governed by the laws of the State of Florida. 5 Recording. This Declaration shall be recorded in the chain of title of the Real Property with the Clerk of the Courts of Pinellas County, Florida. 6 Attorneys' Fees. Developer shall reimburse the City for any expenses, including reasonable attorneys' fees, which are incurred by the City in the event that the City determines that it is necessary and appropriate to seek judicial enforcement of this Declaration and the City obtains relief, whether by agreement of the parties or through order of a court of competent jurisdiction. 7 Severability. If any provision, or part thereof, of this Declaration or the application of this Declaration to any person or circumstance will be or is declared to any extent to be invalid or unenforceable, the remainder of this Declaration, or the application of such provision or portion thereof to any person or circumstance, shall not be affected thereby, and each and every other provision of this Declaration shall be valid and enforceable to the fullest extent permitted by law. IN WITNESS WHEREOF, Developer has caused this Declaration to be executed this _____ day of ______________, 201__. In the Presence of: ______________________________ By:__________________________________ Print Name_____________________ ___________________________________ ______________________________ Print Name Print Name_____________________ As to Developer CITY OF CLEARWATER, FLORIDA By: William B. Horne II, City Manager Attest: __________________________________ Rosemarie Call, City Clerk Countersigned: __________________________________ George N. Cretekos, Mayor Approved as to Form: __________________________________ Michael Fuino, Assistant City Attorney STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this _____ day of _______________, 201__, by GEORGE N. CRETEKOS, as Mayor of the City of Clearwater, Florida, who is [ ] personally known to me or has [ ] produced _________________________________ as identification. __________________________________ Notary Public Print Name:_________________________ My Commission Expires: STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this ______ day of ____________________, 201__, by WILLIAM B. HORNE, II, as City Manager of the City of Clearwater, Florida, who is [ ] personally known to me or who has [ ] produced _____________________________ as identification. __________________________________ Notary Public Print Name:_________________________ My Commission Expires: EXHIBIT “D” COVENANT OF UNIFIED USE PLEASE RETURN RECORDED DOCUMENT TO: __________________________________________ __________________________________________ __________________________________________ COVENANT OF UNIFIED USE THIS COVENANT OF UNIFIED USE (the "Covenant") is executed this _____ day of _____________, 201__, by DECADE PROPERTIES, INC. (“Developer"). WITNESSETH: WHEREAS, Developer is the owner of the real property legally described on Schedule "A" attached hereto and incorporated herein by reference (the "Real Property"); and WHEREAS, Developer and the City of Clearwater, Florida (the "City") are parties to that certain Hotel Density Reserve Development Agreement dated ___________, 201__ (the "Agreement"), pursuant to which the City has agreed that Developer may develop and construct upon the Real Property a hotel project as described in the Agreement (the "Project"); and WHEREAS, Developer intends to develop and operate the Real Property for a unified use, as more particularly described in this Covenant. NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Developer does hereby agree that, effective as of the date on which Developer receives all permits required to construct the Project and Developer commences construction thereof, as evidenced by a Notice of Commencement for the Project, the Real Property shall be developed and operated as a limited-service hotel project, as described in the Agreement. The restrictions set forth in the preceding sentence shall expire automatically when and if Developer's allocation of additional hotel units (as defined in the Agreement) expires or is terminated. Nothing in this Agreement shall require Developer to develop the Project or restrict Developer's ability to sell, assign, transfer or otherwise convey its right in and to the Real Property or any portion or portions thereof to unrelated third-parties. Developer agrees that the City shall have the right to enforce the terms and conditions of this Agreement. Notwithstanding the foregoing, all Hotel Units may be operated by a single hotel operator. IN WITNESS WHEREOF, Developer has caused this Covenant to be executed this _____ day of ______________, 201__. In the Presence of: _____________________________________ ___________________ ______________________________ By:__________________________________ Print Name_____________________ _________________________________ Print Name ______________________________ Print Name_____________________ As to Developer CITY OF CLEARWATER, FLORIDA By: William B. Horne II, City Manager Attest: __________________________________ Rosemarie Call, City Clerk Countersigned: __________________________________ George N. Cretekos, Mayor Approved as to Form: __________________________________ Michael Fuino, Assistant City Attorney STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this _____ day of ______________, 201__, by GEORGE N. CRETEKOS, as Mayor of the City of Clearwater, Florida, who is [ ] personally known to me or has [ ] produced _________________________________ as identification. __________________________________ Notary Public Print Name:_________________________ My Commission Expires: STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this ______ day of ____________________, 201__, by WILLIAM B. HORNE, II, as City Manager of the City of Clearwater, Florida, who is [ ] personally known to me or who has [ ] produced _____________________________ as identification. __________________________________ Notary Public Print Name:_________________________ My Commission Expires: EXHIBIT “D” COVENANT OF UNIFIED USE PLEASE RETURN RECORDED DOCUMENT TO: __________________________________________ __________________________________________ __________________________________________ COVENANT OF UNIFIED USE THIS COVENANT OF UNIFIED USE (the "Covenant") is executed this _____ day of _____________, 201__, by DECADE PROPERTIES, INC. (“Developer"). WITNESSETH: WHEREAS, Developer is the owner of the real property legally described on Schedule "A" attached hereto and incorporated herein by reference (the "Real Property"); and WHEREAS, Developer and the City of Clearwater, Florida (the "City") are parties to that certain Hotel Density Reserve Development Agreement dated ___________, 201__ (the "Agreement"), pursuant to which the City has agreed that Developer may develop and construct upon the Real Property a hotel project as described in the Agreement (the "Project"); and WHEREAS, Developer intends to develop and operate the Real Property for a unified use, as more particularly described in this Covenant. NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Developer does hereby agree that, effective as of the date on which Developer receives all permits required to construct the Project and Developer commences construction thereof, as evidenced by a Notice of Commencement for the Project, the Real Property shall be developed and operated as a limited-service hotel project, as described in the Agreement. The restrictions set forth in the preceding sentence shall expire automatically when and if Developer's allocation of additional hotel units (as defined in the Agreement) expires or is terminated. Nothing in this Agreement shall require Developer to develop the Project or restrict Developer's ability to sell, assign, transfer or otherwise convey its right in and to the Real Property or any portion or portions thereof to unrelated third-parties. Developer agrees that the City shall have the right to enforce the terms and conditions of this Agreement. Notwithstanding the foregoing, all Hotel Units may be operated by a single hotel operator. IN WITNESS WHEREOF, Developer has caused this Covenant to be executed this _____ day of ______________, 201__. In the Presence of: _____________________________________ ___________________ ______________________________ By:__________________________________ Print Name_____________________ _________________________________ Print Name ______________________________ Print Name_____________________ As to Developer CITY OF CLEARWATER, FLORIDA By: William B. Horne II, City Manager Attest: __________________________________ Rosemarie Call, City Clerk Countersigned: __________________________________ George N. Cretekos, Mayor Approved as to Form: __________________________________ Michael Fuino, Assistant City Attorney STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this _____ day of ______________, 201__, by GEORGE N. CRETEKOS, as Mayor of the City of Clearwater, Florida, who is [ ] personally known to me or has [ ] produced _________________________________ as identification. __________________________________ Notary Public Print Name:_________________________ My Commission Expires: STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this ______ day of ____________________, 201__, by WILLIAM B. HORNE, II, as City Manager of the City of Clearwater, Florida, who is [ ] personally known to me or who has [ ] produced _____________________________ as identification. __________________________________ Notary Public Print Name:_________________________ My Commission Expires: Resolution No. 18-18 RESOLUTION NO. 19-03 A RESOLUTION OF THE CITY OF CLEARWATER, FLORIDA APPROVING A DEVELOPMENT AGREEMENT BETWEEN THE CITY OF CLEARWATER AND DECADE PROPERTIES, INC.; PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Clearwater is desirous of entering into a development agreement with Decade Properties, Inc.; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. The Development Agreement between the City of Clearwater and Decade Properties, Inc., a copy of which is attached as Exhibit “A,” is hereby approved. Section 2. This resolution shall take effect immediately upon adoption. Section 3. The City Clerk is directed to submit a recorded copy of the Development Agreement to the state land planning agency no later than fourteen (14) days after the Development Agreement is recorded. PASSED AND ADOPTED this _______ day of _____________, 2019. ____________________________ George N. Cretekos Mayor Approved as to form: Attest: __________________________ _____________________________ Michael P. Fuino Rosemarie Call Assistant City Attorney City Clerk Address of Receiving Property Rooms Allocated Total Rooms Proposed Acreage Units / Acre Rooms per Base Density CDB Meeting City Council Approval Site Plan Approval Needed by Final Project Expiration Case Number Notes 101 Coronado Drive (Pier 60 Hotel)72 108 0.72 150.00 36 5/19/2009 8/6/2009 Constructed Constructed FLD2009-03013 / DVA2009-00001 Permit Status is completed. 619 S. Gulfview Boulevard (Shephard's)42 160 2.37 67.51 118 11/17/2009 12/17/2009 Constructed Constructed FLD2008-12033 / DVA2008-00002 Allocated rooms reduced from 68 to 42 - minor revision on July 6, 2011; Permit Status is completed. 655 S. Gulfview Boulevard (Hampton Inn / Quality Inn)90 181 1.44 125.96 71 N/A 4/16/2014 Constructed 2/6/2017 DVA2013-03001 / HDA2014-02001 / FLD2013-03011 / FLD2014-03007 BCP2014-06256 - issued 12/17/2014 / BCP2014-07307 - issued 02/06/2015; Permit Status is completed. 316 Hamden Drive (Hotel B)79 118 0.82 143.90 39 11/17/2009 12/17/2009 Constructed 6/13/2015 DVA2009-00003 / FLD2009-08027 BCP2015-01211 issued 11-13-2015; Permit Status is completed. 300 Hamden Drive (Hotel A)95 142 1.10 129.09 47 11/17/2009 12/17/2009 Constructed 6/13/2015 DVA2009-00002 / FLD2009-08026 BCP2015-01211 issued 11/13/2015; Permit Status is completed. 521 South Gulfview Boulevard (Entrada)30 344 3.908 88.02 314 N/A 6/19/2014 Constructed 5/24/2015 HDA2014-04002 / FLD2013-11038 / FLD2014-06019 site plan as related to HDA214-04002 approved as part of FLD2013-11038. New site plan approval request to accommodated approved units as part of the HDA - FLD2014-06019 - approved; BCP2014-11452 issued 08/07/2015; Permit Status is completed. 650 Bay Esplanade (DeNunzio Hotel)55 102 0.95 107.37 47 6/18/2013 7/19/2013 Constructed 6/23/2017 DVA2013-02001 / FLS2013-02006 Per 6.1.3.2 of the DVA - The Developer shall obtain permits and commenced construction on the development within four (4) years from the effective date of this Agreement (approx 7/19/17). BCP2015-10210 - issued 12/10/2015 and is Completed; BCP2016-01459 - issued 03-29-2016 and is Completed. Total Rooms Allocated from Reserve 463 Address of Receiving Property Rooms Allocated Total Rooms Proposed Acreage Units / Acre Rooms per Base Density CDB Meeting City Council Approval Site Plan Approval Needed by Final Project Expiration Case Number Notes 443 East Shore Drive (Courtyard by Marriott)71 139 1.26 110.32 68 6/19/2012 7/19/2012 5/26/2019 5/26/2019 FLD2012-03008 / DVA2012-03001 FLD2012-03008 approved; time extension granted 10-10-2018: site plan expiration is 09-19-2020; BCP2014-08618 issued 08/13/2015; Permit Status is Active. Two TDR applications filed on 10-03-2018 (TDR2018-10002 and 10001) which will transfer five hotel units to the site. The total propsoed room count has been updated to include these units. An amendment to the original Development Agreement (listed to the left and given the case file number of HDA2012-03001A) was also submitted as was as an amendment to the approved FLD application (noted to the left and given the case file number of FLD2012-03008A). 325 South Gulfview Boulevard (Parcel A)100 180 1.60 112.50 80 N/A 6/4/2014 1/4/2021 1/4/2021 HDA2013-08004 / FLD2014-12034 FLD2014-12034 approved; time extension granted 10-10-2018: site plan expiration is 10-28-2022; BCP not submitted as of 11-08-2018 353 Coronado Drive (Parcel B) (345 Coronado)96 144 0.962 149.69 48 N/A 6/19/2014 6/14/2020 6/14/2020 HDA2013-08005 / FLD2015-02005 FLD2015-02005 approved; time extension granted 10-10-2018: site plan expiration is 02-12-2021 BCP not submitted as of 11-08-2018 405 Coronado Drive (Parcel C)100 166 1.32 125.76 66 N/A 9/18/2014 12/12/2021 12/12/2021 HDA2013-08006 / FLD2015-05016 FLD2015-05016 approved; time extension granted 11-15-2017; site plan expiration is 12-12-2021; BCP not submitted as of 11-08-2018 401 (421) South Gulfview Boulevard (Alanik)9/18/2014 9/18/2015*9/18/2015*HDA2014-06004 401 (421) South Gulfview Boulevard (Alanik) 1st Amendment 8/20/2015 8/16/2021 8/16/2021 HDA2015-06001/FLD2015-09036 40 Devon Drive (Sea Captain)66 98 0.659 148.70 32 N/A 10/15/2014 2/8/2021 2/8/2021 HDA2014-07004 / FLD2015-02006 FLD2015-02006 approved; time extension granted 07-31-2017; site plan expiration is 02-08-2021; BCP not submitted as of 11-08-2018 630 South Gulfview Boulevard (Captain Bligh)100 159 1.19 133.61 59 N/A 11/20/2014 11/28/2018 11/28/2018 HDA2014-08007 / FLD2015-02004 FLD2015-02004 approved; time extension granted 11-27-2018; site plan expiration is 11-28-2018; BCP not submitted as of 11-08-2018 691 S. Gulfview Boulevard (the Views)92 202 1.35 149.97 67 N/A 10/16/2013 10/22/2021 10/22/2021 HDA2013-08001 / FLD2013-08028 FLD2013-08028 approved; time extension granted 02-09-2018; site plan expiration is 10-22-2021; BCP not submitted as of 11-08-2018 715 South Gulfview Boulevard 93 208 2.313 89.93 115 N/A 2/20/2014 2/20/2022 2/20/2022 HDA2013-12008 / FLD2014-11031 FLD2014-11031 approved; time extension granted 12-29-2017; site plan expiration is 02-22-2022; BCP not submitted as of 11-08-2018 355 South Gulfview Boulevard 59 88 0.59 149.15 29 N/A 7/20/2017 TBD TBD HDA2017-04001 / FLD2017-07012 / APP2017-00001 awaiting signed Agreement in order to fill in the dates for "site plan approval needed by" and "final project expiration"; approval has been appealed to Circuit Court 657 Bay Esplanade 10 27 0.35 77.14 17 8/14/2018 9/11/2018 9/11/2019 9/11/2019 HDA2018-04001 / FLD2018-05012 The original HDA (HDA2016-09001) expired and the 10 units were retunred to the Reserve. The same applicant has resubmitted their application at this address and is therefore listed twice in this sheet, once in this line item and once under units returned to the reserve, below. Total Rooms Allocated from Reserve 887 FLD2015-09036 approved; time extension granted 12-29-2017; site plan expiration is 08-16-2021; BCP not submitted as of 11-08-2018 * The applicant changed the site plan amending the Dev. Agrmt. resulting in a new site plan approval reqm't and Dev. Agrmt expiration dates. HOTEL DENSITY RESERVE PROJECTS - APPROVED HOTEL DENSITY RESERVE PROJECTS - UNDER CONSTRUCTION / CONSTRUCTED N/A98117.001.953227100 Address of Receiving Property Rooms Allocated Total Rooms Proposed Acreage Units / Acre Rooms per Base Density CDB Meeting City Council Approval Site Plan Approval Needed by Final Project Expiration Case Number Notes 850 Bayway 27 60 0.661 90.77 33 N/A TBD TBD TBD HDA2018-10002 in review; complete; first CC 12-06-2017; second CC scheduled 01-17-2019 Total Rooms Pending Allocation 27 Total Rooms in Reserve 1,385 Total Rooms Allocated from Reserve 1,350 Total Rooms Pending Allocation 27 Total Remaining For Allocation 8 Address of Receiving Property Rooms Allocated Total Rooms Proposed Acreage Units / Acre Rooms per Base Density CDB Meeting City Council Approval Site Plan Approval Needed by Final Project Expiration Case Number Notes 706 Bayway 15 32 0.349 91.69 17 N/A 11/20/2014 11/20/2015 11/20/2015 HDA2014-08006 / FLD2015-06025 FLD2015-06025 approved on 09-15-15; BCP2016-03372 - submitted 03-15-2016 / BCP2015-12534 - submitted 12/29/2015; both permits in void status. Current permit BCP2017-04049 references FLD2016-12039 which is for Resort Attached Dwellings. HDA Termination pending - scheduled for Council July 20 and August 3, 2017; removed from top two tables; does not count towards rooms allocated. 625 South Gulfview Boulevard 69 103 0.69 149.28 64 N/A 12/4/2013 11/20/2015 12/4/2016 HDA2013-08007 Agreement terminated; removed from top two tables; does not count towards rooms allocated. 657 Bay Esplanade 10 27 0.35 77.14 17 N/A 3/2/2017 3/9/2018 3/9/2018 HDA2016-09001 FLD/FLS application not submitted as of 03-23-2018; does not count towards rooms allocated. 10 Bay Esplanade 35 TBD 1.16 TBD 58 N/A TBD TBD TBD HDA2017-12002 withdrawn by applicant via email - 10-01-2018 (technically these units were never allocated but are listed here since a case number was created) Total Rooms Returned 129 HOTEL DENSITY RESERVE UNITS RETURNED TO THE RESERVE HOTEL DENSITY RESERVE PROJECTS - PENDING 1 Call, Rosemarie From:Brian J. Aungst Jr. <BJA@macfar.com> Sent:Friday, February 01, 2019 4:15 PM To:City Council Cc:Burrows, Scott; Kuligowski, Patricia; Horne, William; Silverboard, Jill; Maxwell, Micah; Akin, Pam; Delk, Michael; Call, Rosemarie; Parry, Mark Subject:FW: 850 Bayway Attachments:Decade Properties HDA Development Agreement Final 1.18.19.pdf Importance:High Good afternoon Mr. Mayor and Councilmembers:    I wanted to make you aware that on Friday January 18th I provided the revised draft of the Chart House Development  Agreement to the attorney for the Clearwater Point residents for his review in the below e‐mail.  I asked him if his clients  have any additional revisions or suggestions regarding the revised Agreement.  The Agreement has been revised to  incorporate all of the direction we received from you on Thursday January 17th.  Mr. Keierleber also offered to host as  many residents as would like to attend at an appropriately large venue to meet and discuss their remaining concerns.  I  never received a response to that e‐mail.    Last night, I sent the below e‐mail to the attorney for Clearwater Point confirming Mr. Keierleber’s offer to meet and  discuss any additional concerns or revisions.  I also stated that we assume their non‐response indicates an unwillingness  to meet.  Mr. Keierleber will be out of town starting after Monday February 4th.      I look forward to discussing the revised Development Agreement with you next week and I am happy to discuss any  questions or concerns you have.  Please feel free to call me anytime to discuss at (727) 444‐1403 or (727) 686‐1510.    Thank you,    Brian    From: Brian J. Aungst Jr.   Sent: Thursday, January 31, 2019 9:49 PM  To: rchapman@sbwlegal.com; amirghahari@sbwlegal.com  Subject: Re: 850 Bayway    Good evening Robert and Ali, I have not received a response to the below e-mail so I assume your clients are not interested in meeting with Mr. Keierleber. He is still willing to meet if they are interested. Thank you, Brian Get Outlook for iOS From: Brian J. Aungst Jr. </o=exchangelabs/ou=exchange administrative group  (fydibohf23spdlt)/cn=recipients/cn=5b621271f18d4f2d9a7b9aef476e9a27‐brian j. au>  2 Sent: Friday, January 18, 2019 12:45 PM  To: rchapman@sbwlegal.com; amirghahari@sbwlegal.com  Subject: Re: 850 Bayway      Good afternoon Robert and Ali, it was a pleasure meeting you both last evening.  Please see attached the revised  Development Agreement that was just submitted to the City adding the restrictions directed by the Council and adding  conceptual drawings indicating that all guest rooms will be interior access only.     Mr. Keierleber would still like to meet with your clients to discuss their concerns and see if there is anything else that we  can add that would resolve them.  He is available to meet between January 27th and February 4th and will make a large  venue available if there will be many in attendance.     Let me know if your clients would like to meet and if they have any proposed changes to the Development Agreement.    Thank you,     Brian        Brian J. Aungst, Jr., Esq.  Macfarlane Ferguson & McMullen  P.O. Box 1669, Clearwater, FL 33757  625 Court Street, Suite 200, Clearwater, FL 33756 O: (727) 441-8966 D: (727) 444-1403  F: (727) 442-8470  E:bja@macfar.com  W:www.mfmlegal.com  Bio:Brian J. Aungst         3   This electronic message transmission contains information from the law firm of Macfarlane Ferguson & McMullen and is intended only for the use of the individual or entity to which it is addressed and may contain information that is privileged, confidential and exempt from disclosure under applicable law. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination or distribution of this communication to other than the intended recipient is strictly prohibited. If you have received this communication in error, please notify us immediately by collect telephone at (813) 273-4200 or electronic mail (info@mfmlegal.com). Thank you.        HOTEL DENSITY RESERVE DEVELOPMENT AGREEMENT THIS HOTEL DENSITY RESERVE DEVELOPMENT AGREEMENT ("Agreement") is dated the _______ day of _______________, 201_, and entered into between DECADE PROPERTIES, INC. (“Developer"), its successors and assigns, and the CITY OF CLEARWATER, FLORIDA, a municipal corporation of the State of Florida acting through its City Council, the governing body thereof ("City"). RECITALS: WHEREAS, one of the major elements of the City's revitalization effort is a special area plan for the revitalization of Clearwater Beach adopted under the provisions of the Florida Growth Management Act, Florida Statutes Chapter 163, Part II, and entitled Beach by Design; and WHEREAS, Florida Statutes Sections 163.3220 - 163.3243, the Florida Local Government Development Agreement Act ("Act"), authorize the City to enter into binding development agreements with persons having a legal or equitable interest in real property located within the corporate limits of the City; and WHEREAS, under Section 163.3223 of the Act, the City has adopted Section 4-606 of the City of Clearwater Community Development Code ("Code"), establishing procedures and requirements to consider and enter into development agreements; and WHEREAS, Beach by Design proposed the development of hotel units to equalize development opportunities on the beach and ensure Clearwater Beach remains a quality, family resort community, and further provided for a limited reserve of additional hotel units ("Hotel Density Reserve") to be made available for such mid-sized hotel projects; and WHEREAS, the Developer owns 0.66 acres of real property ("Property") in the corporate limits of the City, more particularly described on Exhibit "A" attached hereto and incorporated herein; and WHEREAS, the Developer desires to develop the Property to provide 60 overnight accommodation units, pool, lobby and parking, generally conforming to the architectural elevation dimensions shown in composite Exhibit "B” (collectively, the improvements are the “Project”); and WHEREAS, the Property has not previously acquired density from the Hotel Density Reserve; and WHEREAS, upon completion the planned hotel will contain 60 overnight accommodation units, which includes 27 units from the available Hotel Density Reserve (“Reserve Units”); and WHEREAS, the City has conducted such public hearings as are required by and in accordance with Florida Statutes Section 163.3225, Code Sections 4-206 and 4-606, and any other applicable law; and WHEREAS, the City has determined that, as of the date of this Agreement, the proposed project is consistent with the City's Comprehensive Plan and Land Development Regulations; and WHEREAS, at a duly noticed and convened public meeting on ______________________, 201__, the City Council approved this Agreement and authorized and directed its execution by the appropriate officials of the City; and WHEREAS, approval of this Agreement is in the interests of the City in furtherance of the City's goals of enhancing the viability of the resort community and in furtherance of the objectives of Beach by Design; and WHEREAS, Developer has approved this Agreement and has duly authorized certain individuals to execute this Agreement on Developer's behalf. STATEMENT OF AGREEMENT In consideration of and in reliance upon the premises, the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto intending to be legally bound and in accordance with the Act and Code, agree as follows: SECTION 1. Recitals. The above recitals are true and correct and are a part of this Agreement. SECTION 2. Incorporation of the Act. This Agreement is entered into in compliance with and under the authority of the Code and the Act, the terms of which as of the date of this Agreement are incorporated herein by this reference and made a part of this Agreement. Words used in this Agreement without definition that are defined in the Act shall have the same meaning in this Agreement as in the Act. SECTION 3. Property Subject to this Agreement. The Property described in Exhibit "A" is subject to this Agreement ("Property"). 3.1 The Property currently has a land use designation of Resort Facilities High (RFH) and is zoned Tourist (T). 3.2. The Property is owned in fee simple or under contract to be owned in fee simple by the Developer. 3.3 The Property is generally located at 850 Bayway Blvd. as further described in Exhibit “A”. SECTION 4. Scope of Project. 4.1 The Project shall consist of 60 overnight accommodation units including 27 overnight accommodation units from the Hotel Density Reserve and have a density no greater than 150 units per acre. 4.2 The Project shall include a minimum of 80 parking spaces, as defined in the Code. 4.3 The design of the Project, as represented in Exhibit “B”, is consistent with Beach by Design. 4.4 The height of the Project shall be up to 80 feet measured from Base Flood Elevation, as defined in the Code. The maximum building heights of the various character districts cannot be increased to accommodate hotel rooms allocated from the Hotel Density Reserve. SECTION 5. Effective Date/Duration of this Agreement. 5.1 This Agreement shall not be effective until this Agreement is properly recorded in the public records of Pinellas County, Florida and thirty (30) days have elapsed after transmitting to the Florida Department of Economic Opportunity, pursuant to Florida Statutes section 163.3239 and Code section 4-606.G.2. 5.2 Within fourteen (14) days after the City approves the execution of this Agreement, the City shall record the Agreement with the Clerk of the Circuit Court for Pinellas County. The Developer shall pay the cost of such recording. The City shall submit to the Department of Economic Opportunity a copy of the recorded Agreement within fourteen (14) days after the Agreement is recorded. 5.3 This Agreement shall continue in effect for twenty (20) years unless earlier terminated as set forth herein. SECTION 6. Obligations under this Agreement. 6.1 Obligations of the Developer: 6.1.1 The obligations under this Agreement shall be binding upon and the benefits of this Agreement shall inure to the Developer, its successors in interests or assigns. 6.1.2 At the time of development of the Property, the Developer will submit such applications and documentation as are required by law and shall comply with the Code applicable at the time of building permit review. 6.1.3 The following restrictions shall apply to development of the Property: 6.1.3.1 To retain the grant of Reserve Units provided for herein, the Property and improvements located thereon shall be developed in substantial conformance with the Conceptual Site Plan attached as Exhibit "B". Any modifications determined by the Planning and Development Director as either inconsistent with attached Exhibit “B” or constituting a substantial deviation from attached Exhibit “B” shall require an amendment to this Agreement in accordance with the procedures of the Act and the Code, as necessary and applicable. Any and all such approved and adopted amendments shall be recorded in the public records of Pinellas County, Florida. 6.1.3.2 The Developer shall obtain appropriate site plan approval pursuant to a Level One or Level Two development application within one (1) year from the effective date of this Agreement in accordance with the provisions of the Code and shall then obtain appropriate permits and certificates of occupancy in accordance with the provisions of the Code. Nothing herein shall restrict Developer from seeking an extension of site plan approval or other development orders pursuant to the Code or state law. In the event that work is not commenced pursuant to issued permits, or certificates of occupancy are not timely issued, the City may deny future development approvals and/or certificates of occupancy for the Project and may terminate this Agreement in accordance with Section 10. 6.1.3.3 The Developer shall execute, prior to commencement of construction, a mandatory evacuation/closure covenant, substantially in the form of Exhibit "C", stating that the accommodation use will close as soon as practicable after a hurricane watch that includes Clearwater Beach is posted by the National Hurricane Center. 6.1.4 Covenant of Unified Use. Prior to the issuance of the first building permit for the Project, the Developer hereby agrees to execute the covenant of unified use and development for the Project Site providing that the Project Site shall be developed and used as a single project, the form of which covenant is attached as Exhibit "D"; provided however, that nothing shall preclude the Developer from selling all or a portion of the Developer's Property in the event that Developer determines not to construct the Project. It is understood and agreed that, in the event that the Developer enters into the anticipated covenant of unified use and development, and the Developer elects not to construct the Project and notifies the City of its election in writing, and, alternatively, as of the date of expiration, termination or revocation no rights of Developer remain or will be exercised to incorporate the Hotel Density Reserve Units into the Project, the City shall execute and deliver to the Developer a termination of such covenant of unified use and development suitable for recording in the Public Records of Pinellas County, Florida. 6.1.5 Return of Units to Reserve. Any Reserve Units granted to Developer not timely constructed in conjunction with the Project shall be returned to the Hotel Density Reserve and be unavailable to Developer for use on the Project. 6.1.6 Transient Use. A reservation system shall be required as an integral part of the hotel use and there shall be a lobby/front desk area that must be operated as a typical lobby/front desk area for a hotel would be operated. Access to overnight accommodation units must be provided through a lobby and internal corridor. All units in the hotel shall be made available to the public as overnight transient hotel guests at all times through the required hotel reservation system. Occupancy in the hotel is limited to a term of less than one (1) month or thirty-one (31) consecutive days, whichever is less. Units in the hotel shall not be used as a primary or permanent residence. 6.1.7 No Full Kitchens. No unit shall have a complete kitchen facility as that term is used in the definition of “dwelling unit” in the Code. 6.1.8 Inspection of Records. Developer shall make available for inspection to authorized representatives of the City its books and records pertaining to each Hotel Density Reserve unit upon reasonable notice to confirm compliance with these regulations as allowed by general law. 6.1.9 Compliance with Design Guidelines. The Developer agrees to comply with the Design Guidelines as set forth in Section VII. of Beach by Design. 6.1.10 Limitation on Amplified Music. Developer agrees that there shall be no outdoor amplified music at the Project at any time. 6.1.11 Limitation on Bar Service. The Developer agrees that there shall be no indoor or outdoor bar or lounge for the service of alcohol. Alcoholic beverage sales shall be limited to incidental sales of beer and wine only (i.e. cooler sales). 6.1.12 Availability of Parking Spaces. The Developer agrees that none of the on-site parking spaces will be available for sale or lease to the general public and that all parking spaces on the site will be for the sole use of hotel staff and/or guests and/or patrons of the 16-slip marina facility. 6.1.13 Limitation on Restaurant Service. The Developer agrees that there shall be no restaurant use located anywhere on the site at any time with the exception of basic food service such as a typical “Continental Breakfast” or the sale of prepackaged food such as sandwiches and snack for hotel guests only. 6.1.14 Limitation on Marina Facility. 6.1.14.1 The Developer agrees that activities such as servicing, fueling, pumping-out, commercial chartering and/or and dry-storage of boats and boating equipment is strictly prohibited. 6.1.14.2 The Developer agrees that the number of conveyable marina slips shall be limited to no more than 16. The City acknowledges that there are 10 additional marina slips for the sole use of the hotel. The Developer may increase the number of conveyable marina slips only if the Developer increases the number or parking spaces to meet compliance with the Community Development Code. 6.1.14.3 The Developer agrees that any conveyable marina slips shall be limited to sale and/or lease to privately-owned boats rather than commercial vessels for hire. 6.1.14.4 The Developer agrees that a deed restriction outlining Sections 6.1.11.1 through 6.1.11.3 shall be submitted to Staff prior to the issuance of any permits. 6.2 Obligations of the City. 6.2.1 The City shall promptly process site and construction plan applications for the Property that are consistent with the Comprehensive Plan and the Concept Plan and that meet the requirements of the Code. 6.2.2 The final effectiveness of the applications referenced in Section 6.2.1 is subject to: 6.2.2.1 The provisions of Chapters 163 and 166, Florida Statutes, as they may govern such amendments; and 6.2.2.2 The expiration of any appeal periods or, if an appeal is filed, at the conclusion of such appeal. 6.2.3 The project shall receive 27 units from the Hotel Density Reserve as defined by Beach by Design. In no way shall this be construed to permit the development density of the Property to exceed 150 units per acre. SECTION 7. Public Facilities to Service Development. The following public facilities are presently available to the Property from the sources indicated below. Development of the Property will be governed by the concurrency ordinance provisions applicable at the time of development approval. The requirements for concurrency as set forth in Article 4, Division 9, of the Code, have been satisfied. 7.1 Potable water is available from the City. The Developer shall be responsible for all necessary main extensions and applicable connection fees. 7.2 Sewer service is currently provided by the City. The Developer shall be responsible for all necessary main extensions and applicable connection fees. 7.3 Fire protection from the City. 7.4 Drainage facilities for the Property will be provided by the Developer at the Developer's sole expense. 7.5 The Project shall comply with the Metropolitan Planning Organization’s [MPO] or its successor’s countywide approach to the application of concurrency management for transportation facilities, and the transportation analysis conducted for the Project shall include the following: • Recognition of standard data sources as established by the MPO; • Identification of level of service (LOS) standards for state and county roads as established by the MPO; • Utilization of proportional fair-share requirements consistent with Florida Statutes and the MPO model ordinance; • Utilization of the MPO Traffic Impact Study Methodology; and • Recognition of the MPO designation of “Constrained Facilities” as set forth in the most current MPO Annual Level of Service Report. 7.6 All improvements associated with the public facilities identified in Subsections 7.1 through 7.5 shall be completed prior to the issuance of any certificate of occupancy. 7.7 Developer agrees to provide a cashier’s check, a payment and performance bond, or letter of credit in the amount of 115% of the estimated costs of the public facilities and services, to be deposited with the City to secure construction of any new public facilities and services required to be constructed by this Agreement. Such construction shall be completed prior to issuance of a Certificate of Occupancy for the Project. SECTION 8. Required Local Government Approvals. The required local government development approvals for development of the Property include, without limitation, the following: 8.1 Site plan approval(s) and associated utility licenses, access, and right-of-way utilization permits; 8.2 Construction plan approval(s); 8.3 Building permit(s); 8.4 Certificate(s) of occupancy; and SECTION 9. Finding of Consistency. The City finds that development of the Property is consistent with the terms this Agreement is consistent with the City Comprehensive Plan and the Code. SECTION 10. Termination. If the Developer's obligations set forth in this Agreement are not followed in a timely manner, as reasonably determined by the City Manager, after notice to the Developer and an opportunity to be heard, existing permits shall be administratively suspended, and issuance of new permits suspended until the Developer has fulfilled its obligations. Failure to timely fulfill its obligations may serve as a basis for termination of this Agreement by the City, at the discretion of the City and after notice to the Developer and an opportunity for the Developer to be heard. SECTION 11. Other Terms and Conditions. Except in the case of termination, until ten (10) years after the date of this Agreement, the City may apply laws and policies adopted subsequently to the Effective Date of this Agreement if the City has held a public hearing and determined: (a) They are not in conflict with the laws and policies governing the Agreement and do not prevent development of the land uses, intensities, or densities in the Agreement; (b) They are essential to the public health, safety, or welfare, and expressly state that they shall apply to a development that is subject to a development agreement; (c) They are specifically anticipated and provided for in this Agreement; (d) The City demonstrates that substantial changes have occurred in pertinent conditions existing at the time of approval of this Agreement; or (e) This Agreement is based on substantially inaccurate information provided by the Developer SECTION 12. Compliance with Law. The failure of this Agreement to address any particular permit, condition, term or restriction shall not relieve the Developer from the necessity of complying with the law governing such permitting requirements, conditions, terms or restrictions. SECTION 13. Notices. Notices and communications required or desired to be given under this Agreement shall be given to the parties by hand delivery, by nationally recognized overnight courier service such as Federal Express, or by certified mail, return receipt requested, addressed as follows (copies as provided below shall be required for proper notice to be given): If to the Developer: Decade Properties, Inc. 13555 Bishops Court, Suite 345 Brookfield, Wisconsin 53005 With Copy to: Brian J. Aungst, Jr., Esq. 625 Court Street, Suite 200 Clearwater, Florida 33756 If to City: City of Clearwater Attn: City Manager 112 South Osceola Avenue Clearwater, FL 33756 Properly addressed, postage prepaid, notices or communications shall be deemed delivered and received on the day of hand delivery, the next business day after deposit with an overnight courier service for next day delivery, or on the third (3rd) day following deposit in the United States mail, certified mail, return receipt requested. The parties may change the addresses set forth above (including the addition of a mortgagee to receive copies of all notices), by notice in accordance with this Section. SECTION 14. Assignments. 14.1 By the Developer: 14.1.1 Prior to the Commencement Date, the Developer may sell, convey, assign or otherwise dispose of any or all of its right, title, interest and obligations in and to the Project, or any part thereof, only with the prior written notice to the City, provided that such party (hereinafter referred to as the "assignee"), to the extent of the sale, conveyance, assignment or other disposition by the Developer to the assignee, shall be bound by the terms of this Agreement the same as the Developer for such part of the Project as is subject to such sale, conveyance, assignment or other disposition. 14.1.2 If the assignee of the Developer's right, title, interest and obligations in and to the Project, or any part thereof assumes all of the Developer's obligations hereunder for the Project, or that part subject to such sale, conveyance, assignment or other disposition, then the Developer shall be released from all such obligations hereunder which have been so assumed by the assignee, and the City agrees to execute an instrument evidencing such release, which shall be in recordable form. 14.1.3 An assignment of the Project, or any part thereof, by the Developer to any corporation, limited partnership, limited liability company, general partnership, or joint venture, in which the Developer (or an entity under common control with Developer) has either the controlling interest or through a joint venture or other arrangement shares equal management rights and maintains such controlling interest or equal management rights shall not be deemed an assignment or transfer subject to any restriction on or approvals of assignments or transfers imposed by this Agreement, provided, however, that notice of such assignment shall be given by the Developer to the City not less than thirty (30) days prior to such assignment being effective and the assignee shall be bound by the terms of this Agreement to the same extent as would the Developer in the absence of such assignment. 14.1.4 No assignee, purchaser, sublessee or acquirer of all or any part of the Developer's rights and obligations with respect to any one Parcel shall in any way be obligated or responsible for any of the Developer's obligations with respect to any other Parcel by virtue of this Agreement unless and until such assignee, purchaser, sublessee or acquire has expressly assumed the Developer's such other obligations. 14.2 Successors and Assigns. The terms herein contained shall bind and inure to the benefit of the City, and its successors and assigns, and the Developer and, as applicable to the parties comprising Developer, their personal representatives, trustees, heirs, successors and assigns, except as may otherwise be specifically provided herein. SECTION 15. Minor Non-Compliance. The Developer will not be deemed to have failed to comply with the terms of this Agreement in the event such noncompliance, in the judgment of the City Manager, reasonably exercised, is of a minor or inconsequential nature. SECTION 16. Covenant of Cooperation. The parties shall cooperate with and deal with each other in good faith and assist each other in the performance of the provisions of this Agreement and in achieving the completion of development of the Property. SECTION 17. Approvals. Whenever an approval or consent is required under or contemplated by this Agreement such approval or consent shall not be unreasonably withheld, delayed or conditioned. All such approvals and consents shall be requested and granted in writing. SECTION 18. Completion of Agreement. Upon the completion of performance of this Agreement or its revocation or termination, a statement evidencing such completion, revocation or termination shall be signed by the parties hereto and recorded in the official records of the City. SECTION 19. Entire Agreement. This Agreement (including any and all Exhibits attached hereto all of which are a part of this Agreement to the same extent as if such Exhibits were set forth in full in the body of this Agreement), constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof. SECTION 20. Construction. The titles, captions and section numbers in this Agreement are inserted for convenient reference only and do not define or limit the scope or intent and should not be used in the interpretation of any section, subsection or provision of this Agreement. Whenever the context requires or permits, the singular shall include the plural, and plural shall include the singular and any reference in this Agreement to the Developer includes the Developer's successors or assigns. This Agreement was the production of negotiations between representatives for the City and the Developer and the language of the Agreement should be given its plain and ordinary meaning and should not be strictly construed against any party hereto based upon draftsmanship. If any term or provision of this Agreement is susceptible to more than one interpretation, one or more of which render it valid and enforceable, and one or more of which would render it invalid or unenforceable, such term or provision shall be construed in a manner that would render it valid and enforceable. SECTION 21. Partial Invalidity. If any term or provision of this Agreement or the application thereof to any person or circumstance is declared invalid or unenforceable, the remainder of this Agreement, including any valid portion of the invalid term or provision and the application of such invalid term or provision to circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and shall with the remainder of this Agreement continue unmodified and in full force and effect. Notwithstanding the foregoing, if such responsibilities of any party hereto, to the extent that the purpose of this Agreement or the benefits sought to be received hereunder are frustrated, such party shall have the right to terminate this Agreement upon fifteen (15) days written notice to the other parties. SECTION 22. Code Amendments. Subsequently adopted ordinances and codes of the City which are of general application not governing the development of land shall be applicable to the Property, and such modifications are specifically anticipated in this Agreement. SECTION 23. Governing Law. This Agreement shall be governed by, and construed in accordance with the laws of the State of Florida. SECTION 24. Counterparts. This Agreement may be executed in counterparts, all of which together shall continue one and the same instrument. SECTION 25. Amendment. This Agreement may be amended by mutual written consent of the City and the Developer so long as the amendment meets the requirements of the Act, applicable City ordinances, and Florida law. IN WITNESS WHEREOF, the parties have hereto executed this Agreement the date and year first above written. In the Presence of: ___________________________________ ______________________________ __________________________________ Print Name_____________________ Print Name ______________________________ Print Name_____________________ As to Developer CITY OF CLEARWATER, FLORIDA By: William B. Horne II City Manager Attest: __________________________________ Rosemarie Call, City Clerk Countersigned: __________________________________ George N. Cretekos, Mayor Approved as to Form: __________________________________ Michael Fuino, Assistant City Attorney STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this _____ day of _______________, 201__, by GEORGE N. CRETEKOS, as Mayor of the City of Clearwater, Florida, who is [ ] personally known to me or has [ ] produced _________________________________ as identification. __________________________________ Notary Public Print Name:_________________________ My Commission Expires: STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this ______ day of ____________________, 201__, by WILLIAM B. HORNE, II, as City Manager of the City of Clearwater, Florida, who is [ ] personally known to me or who has [ ] produced _____________________________ as identification. __________________________________ Notary Public Print Name:_________________________ My Commission Expires EXHIBIT “A” LEGAL DESCRIPTION: LOT 12, BLOCK D, OF BAYSIDE SUBDIVISION NO. 6, UNIT "A'', ACCORDING TO THE MAP OR PLAT THEREOD A S RECORDED IN PLAT BOOK 51, PAGES 48 AND 49, PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA LOTS 13, 14, AND 15, BLOCK D, OF BAYSIDE SUBDIVISION NO. 6, UNIT "C", ACCORDING TO THE MAP OR PLAT THEREOF AS RECORDED IN PLAT BOOK 55, PAGES 19 AND 20, PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA. FLOOD STATEMENT: THIS PROPERTY LIES IN FLOOD ZONE "AE", BASE FLOOD 11, ACCORDING F.E.M.A. FLOOD INSURANCE RATE MAP # 12103C0104G, DATED SEPTEMBER 3, 2003. EXHIBIT “B” Conceptual Site Plan EXHIBIT “C” COVENANT REGARDING HURRICANE EVACUATION And DEVELOPMENT, USE AND OPERATION DECLARATION OF COVENANTS AND RESTRICTIONS THIS DECLARATION OF COVENANTS AND RESTRICTIONS ("Declaration") is made as of the _____ day of _________________, 201__, by DECADE PROPERTIES, INC. ("Developer"). Developer is the owner of fee simple title to the real property described in Schedule 1 attached hereto and made a part hereof (hereinafter, the ("Real Property"). The City of Clearwater, Florida (the "City"), has amended its Comprehensive Plan to designate Clearwater Beach as a Community Redevelopment District pursuant to the Pinellas County Planning Council Rules in order to implement the provisions of Beach by Design, a plan for the revitalization of Clearwater Beach. The designation of Clearwater Beach as a Community Redevelopment District (the "Designation") provides for the allocation of Hotel Density Reserve Units as an incentive for the development of mid-size quality hotels. Pursuant to the Designation, the allocation of Hotel Density Reserve Units is subject to compliance with a series of performance standards, including a requirement that resorts containing a hotel developed with Hotel Density Reserve Units shall be closed and all Guests evacuated from such hotels as soon as practicable after the National Hurricane Center posts a hurricane watch that includes Clearwater Beach. The purpose of such evacuation is to ensure that such a hotel is evacuated in advance of the period of time when a hurricane evacuation would be expected in advance of the approach of hurricane force winds. The City has granted, by City Council Resolution __________, passed and approved on ____________, 201__, Developer's application for Hotel Density Reserve Units pursuant to the Designation, subject to Developer's compliance with the requirements of the Designation. Developer desires for itself, and its successors and assigns, as owner, to establish certain rights, duties, obligations and responsibilities with respect to the use and operation of the Real Property in accordance with the terms and conditions of the allocation of the Hotel Density Reserve Units to the City and the Designation, which rights, duties, obligations and responsibilities shall be binding on any and all successors and assigns and will run with the title to the Real Property. THEREFORE, in consideration of the covenants and restrictions herein set forth and to be observed and performed, and in further consideration of the allocation of Hotel Density Reserve Units to Developer, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, Developer hereby declares, covenants and agrees as follows: 1. Benefit and Enforcement. These covenants and restrictions are made for the benefit of Developer and its successors and assigns and shall be enforceable by them and also for the benefit of the residents of the City and shall be enforceable on behalf of said residents by the City Council of the City. 2. Covenant of Development, Use and Operation. Developer hereby covenants and agrees to the development, use and operation of the Real Property in accordance with the provisions of this Declaration. 2.1 Use. The use of the resort on the Real Property is restricted as follows: 2.1.1 27 units, which is the number of hotel units allocated to Developer from the Hotel Density Reserve, shall be used solely for transient occupancy of one month or thirty (30) consecutive days or less, must be licensed as a public lodging establishment and classified as a hotel, and must be operated by a single licensed operator of the hotel. All other units shall be licensed as a public lodging establishment. No unit shall be used as a primary or permanent residence. Access to overnight accommodation units must be provided through a lobby and internal corridor. A reservation system shall be required as an integral part of the hotel use and there shall be a lobby/front desk area that must be operated as a typical lobby/front desk area for a hotel would be operated. All hotel units shall be required to be submitted to a rental program requiring all hotel units to be available for members of the public as overnight hotel guests on a transient basis at all times. No unit shall have a complete kitchen facility as that term is used in the definition of “dwelling unit” in the Code. Developer shall make available for inspection to authorized representatives of the City its books and records pertaining to each Hotel Density Reserve unit upon reasonable notice to confirm compliance with these regulations as allowed by general law. The Developer agrees to comply with the Design Guidelines as set forth in Section VII. of Beach by Design. 2.1.2 As used herein, the terms "transient occupancy," "public lodging establishment," "hotel”, and "operator" shall have the meaning given to such terms in Florida Statutes Chapter 509, Part I. 2.2 Closure of Improvements and Evacuation. The Hotel developed on the Real Property shall be closed as soon as practicable upon the issuance of a hurricane watch by the National Hurricane Center, which hurricane watch includes Clearwater Beach, and all Hotel guests, visitors and employees other than emergency and security personnel required to protect the hotel, shall be evacuated from the Hotel as soon as practicable following the issuance of said hurricane watch. In the event that the National Hurricane Center shall modify the terminology employed to warn of the approach of hurricane force winds, the closure and evacuation provisions of this Declaration shall be governed by the level of warning employed by the National Hurricane Center which precedes the issuance of a forecast of probable landfall in order to ensure that the guests, visitors and employees will be evacuated in advance of the issuance of a forecast of probable landfall. 3 Effective Date. This Declaration shall become effective upon issuance of all building permits required to build the project ("Project") and Developer's commencement of construction of the Project, as evidence by a Notice of Commencement for the Project. This Declaration shall expire and terminate automatically if and when the allocation of Reserve Units to the Developer expires or is terminated. 4 Governing Law. This Declaration shall be construed in accordance with and governed by the laws of the State of Florida. 5 Recording. This Declaration shall be recorded in the chain of title of the Real Property with the Clerk of the Courts of Pinellas County, Florida. 6 Attorneys' Fees. Developer shall reimburse the City for any expenses, including reasonable attorneys' fees, which are incurred by the City in the event that the City determines that it is necessary and appropriate to seek judicial enforcement of this Declaration and the City obtains relief, whether by agreement of the parties or through order of a court of competent jurisdiction. 7 Severability. If any provision, or part thereof, of this Declaration or the application of this Declaration to any person or circumstance will be or is declared to any extent to be invalid or unenforceable, the remainder of this Declaration, or the application of such provision or portion thereof to any person or circumstance, shall not be affected thereby, and each and every other provision of this Declaration shall be valid and enforceable to the fullest extent permitted by law. IN WITNESS WHEREOF, Developer has caused this Declaration to be executed this _____ day of ______________, 201__. In the Presence of: ______________________________ By:__________________________________ Print Name_____________________ ___________________________________ ______________________________ Print Name Print Name_____________________ As to Developer CITY OF CLEARWATER, FLORIDA By: William B. Horne II, City Manager Attest: __________________________________ Rosemarie Call, City Clerk Countersigned: __________________________________ George N. Cretekos, Mayor Approved as to Form: __________________________________ Michael Fuino, Assistant City Attorney STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this _____ day of _______________, 201__, by GEORGE N. CRETEKOS, as Mayor of the City of Clearwater, Florida, who is [ ] personally known to me or has [ ] produced _________________________________ as identification. __________________________________ Notary Public Print Name:_________________________ My Commission Expires: STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this ______ day of ____________________, 201__, by WILLIAM B. HORNE, II, as City Manager of the City of Clearwater, Florida, who is [ ] personally known to me or who has [ ] produced _____________________________ as identification. __________________________________ Notary Public Print Name:_________________________ My Commission Expires: EXHIBIT “D” COVENANT OF UNIFIED USE PLEASE RETURN RECORDED DOCUMENT TO: __________________________________________ __________________________________________ __________________________________________ COVENANT OF UNIFIED USE THIS COVENANT OF UNIFIED USE (the "Covenant") is executed this _____ day of _____________, 201__, by DECADE PROPERTIES, INC. (“Developer"). WITNESSETH: WHEREAS, Developer is the owner of the real property legally described on Schedule "A" attached hereto and incorporated herein by reference (the "Real Property"); and WHEREAS, Developer and the City of Clearwater, Florida (the "City") are parties to that certain Hotel Density Reserve Development Agreement dated ___________, 201__ (the "Agreement"), pursuant to which the City has agreed that Developer may develop and construct upon the Real Property a hotel project as described in the Agreement (the "Project"); and WHEREAS, Developer intends to develop and operate the Real Property for a unified use, as more particularly described in this Covenant. NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Developer does hereby agree that, effective as of the date on which Developer receives all permits required to construct the Project and Developer commences construction thereof, as evidenced by a Notice of Commencement for the Project, the Real Property shall be developed and operated as a limited-service hotel project, as described in the Agreement. The restrictions set forth in the preceding sentence shall expire automatically when and if Developer's allocation of additional hotel units (as defined in the Agreement) expires or is terminated. Nothing in this Agreement shall require Developer to develop the Project or restrict Developer's ability to sell, assign, transfer or otherwise convey its right in and to the Real Property or any portion or portions thereof to unrelated third-parties. Developer agrees that the City shall have the right to enforce the terms and conditions of this Agreement. Notwithstanding the foregoing, all Hotel Units may be operated by a single hotel operator. IN WITNESS WHEREOF, Developer has caused this Covenant to be executed this _____ day of ______________, 201__. In the Presence of: _____________________________________ ___________________ ______________________________ By:__________________________________ Print Name_____________________ _________________________________ Print Name ______________________________ Print Name_____________________ As to Developer CITY OF CLEARWATER, FLORIDA By: William B. Horne II, City Manager Attest: __________________________________ Rosemarie Call, City Clerk Countersigned: __________________________________ George N. Cretekos, Mayor Approved as to Form: __________________________________ Michael Fuino, Assistant City Attorney STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this _____ day of ______________, 201__, by GEORGE N. CRETEKOS, as Mayor of the City of Clearwater, Florida, who is [ ] personally known to me or has [ ] produced _________________________________ as identification. __________________________________ Notary Public Print Name:_________________________ My Commission Expires: STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this ______ day of ____________________, 201__, by WILLIAM B. HORNE, II, as City Manager of the City of Clearwater, Florida, who is [ ] personally known to me or who has [ ] produced _____________________________ as identification. __________________________________ Notary Public Print Name:_________________________ My Commission Expires: Citizen Comment Car As stated in Council Rules, "Representatives of a group may speak for three minutes plus an additional minute for each person in the audience that waives their right to speak, up to a maximum of ten minutes." Please have each member ofthe group in attendance sign and print their name on the reverse of this card. Name: g0 C. I 2— 41 &A. Address: 1-10 i • j5cN City:- rL. Zip: 3 3 Lv Telephone Number: 8? 3 2-24 — Email Address: 2c 1CO3s1„k.,lA-1 Agenda item to which you wish to speak: (5 1 What is your position on the item? For Against pt GROUP SPEAKER LIST We the undersigned waive our right to speak and designate: as our spokesperson on the subject agenda item. Print Name Signature Print Name Signature p Print Name {JJC- Signature Print Name jKfLo Signature- - Jfievai441#iiPrintName Signature Print Name Signature Print Name Signature Citizen Comment Card As stated in Council Rules, "Representatives of a group may speak for three minutes plus an additional minute for each person in the audience that waives their right to speak, up to a maximum of ten minutes." Please have each member ofthe group in attendance sign and their name on the reverse of this card. \ Name: 7' x1, LA -A4 -/L1 Address: 419 I E City / Zip• 33 D ?/ Telephone Number: g 1 3 -2-2- Email Address: 4-14 € 461.rlaffri•C.O' Agenda item to which you wish to speak: What is your position on the item? For Against GROUP SPEAKER LIST We the undersigned waive our right to speak and designate: as our spokesperson on the subject agenda item. Print Name) - Signature Print Name Signature Print Name Signature Print Name Signature Print Name Signature Print Name Signature Print Name Signature 1 /Ike Vicki-GtJOrrZ r wee Citizen Comment Card Name: NI, UN - Toa Address: n/ 139yaihy BO/ boy city:Nom zip: ?-4 Telephone Number: CS/&D 5L Email Address: rY1 (Act rert-O ), Speaking under citizens to be heard re items not on the agenda? A enda item(s) to which you wish to sp ak• 1>c le c412_ What is your position on the item? For Against Citizen Comment Card Name: ti4.0\1, S j 1J)J4J 41,tAddress: City: ( L (LI Ai"UC. ip: g /Zi` - Telephone Number: Email Address: Yt r (h (14S-, (6 Speaking under citizens to be heard re items not on the agenda? Agenda item(s) to which you wish to speak: C (z 2 A 101,q1% What is your position on the item? For Against,/ Citizen Comment Card Name: Address: ,S -5-2i- 6,4'4 WA -N1 6 (-,,v --ee- City: t/ct72,.JA-(Z Zip. 3-7 lo 7 Telephone Number: iet '1 - (-1 H Email Address: k.5s Cc.) c.z. • Speaking under citizens to be heard re items not on the agenda? LI Agenda item(s) to which you wish to speak. g". C 1e -'OJ What is your position on the item? For Against Name: Citizen Comment Card Address: kev hi VAftl f2 S D 1L r'v) e v City. L-P-Aw wtrie a , rY Zip: 1 6 7 Telephone Number: (4,`) 5-9g v 2.3, Email Address: 1Ct goJe3)7, 6-01kJi Speaking under citizens to be heard re items not on the agenda? Agenda item(s) to which you wish to speak. S' J awastd ti.o.feL o, G1,42.1,(werief What is your position on the item? For Against Citizen Comment Card Name: Address: gO &IO(V/E 0 B2_ -U fO 1 City: 1 BE'` `ZC Zip. 33767 Telephone Number: 7z7 -7z 44 Email Address: LLZ ' ' L` g 7H Speaking under citizens to be heard re items not on the agenda?;1N© Agenda item(s) to which you wish to speak. U What is your position on the item? For Against --lc— Citizen Comment Card Name: Address: od G-vK City: Q,Clif r Zip: 3)-3MT Telephone Number: 7 7 t t to Email Address: "(*(0R.,0 tiT)) Speaking under citizens to be heard re items not on the agenda? Agenda item(s) to which you wish to speak. Cr \ kio Ct.ear wt What is your position on the item? For Against A Citizen Comment Card Name: U 5A ii tJAi Address: ) i3A V 04-Y City: L-Lz)7 3 3 76 7 Telephone Number: 7Z7 ' a ? Email Address: Suscen Wat ( `yeeka), Cc Speaking under citizens to be heard re items not on the agenda? Agenda item(s) to which you wish to speak: What is your position on the item? For Against Citizen Comment Card Name: I LA \rE Address: `(. City CL. A K f L 1 i-- Zip: ':76 7 7') a- :3O I_ Telephone Number: L Email Address: Wc ClIS )2a, Speaking under citizens to be heard re items not on the agenda? Agenda item(s) to which you wish to speak (i What is your position on the item? For Against Name: Citizen Comment Card Address: City: CJ f _ Zip: 337(e7 Telephone Number: C 4- 1L-( bi Email Address: C;Vitk(MV-1be 44 14'%6"\-41 Speaking under citizens to be heard re items not on the agenda? Agenda iitem(s) to which you wi speak: U II What is your position on the item? For Against',;- Citizen Comment Card Name: Addres : City zhitobt) R zip. S?7C7 Telephone Number: Email Address: J9cc-4,44'.4 zp-697/ Qssait.60 , ii Speaking under citizen o •e heard re items not on the agenda? Agenda i m(s) to which you wish to speak.g. j What is your position on the item? For Against Citizen Comment Card Name: j a cki Qoem-Hil Address5; 30 5, GIAI-Poo Nurcru' ll City: CIA Bea Ch Zip: Telephone Number: s7c23 Email Address: ja,c,le:te f cyn(o 1 , Speaking under citizens to be ard re my) items not on the agenda? t Agenda item(s) to which you wish to speak. 171\e 50/ kiS What isis your position on the item? For Agains Citizen Comment Card Name: )81 L,2_, Z/1) 6A Address: 2 ' /C.F--a Cr w City: G LIG-1,411W/4-7--k_. Zip: 3 3 74 I Telephone Number: 72 7 71: rd Email Address:'' '4&Ad ,(,)64. Nr t` Speaking under citizens to be heard re items not on the agenda? Agenda item(s) to which you wish to speak - What is your position on the item? For Against ERRORS IN DEVELOPMENT AGREEMENT The Development Agreement becomes a legal document when signed so it sh 414% , be accurate to all details. We have been informed that the Development Agreement for Decade Properties with a January 18, 2019 date is the most recent document submitted and it appears to have several errors or questions. As an example, Section 6.1.14.4 for the deed restriction lists other sections,in it that are not included in the 62-1&74 11- /./ body of the Development Agreement. The City of Clearwater Planning Department referred to the maximum number of units for this site was 90 units per acre but in two separate sections of the Development Agreement the reference is made to 150 units per acre. Which is correct - the Planning Department's 90 or the Development Agreement's stated 150? In Section 6.1.6 there is a reference to internal corridors but the attached drawings show people on open walkways for floors 5, 6 and 7. Section 25 refers to mutual amendments and seems to imply that future changes to current agreed-upon items could be made by the city and the developer regardless of what is stated today. Both Section 10 - Termination and Section 14 - Assignments may need additional clarification. While this Development Agreement may be a boiler -plate type document it does control the future of this project. If any of the errors listed above are accurate, it suggests that a more thorough review is necessary before signing this document. Likewise, because of the errors noted in the Development Agreement, we request that greater diligence will be utilized in the lawful allocation of the reserve units. 413 eC,v;d 2(r)(')c:i z drii4t1 Z,/yi J-fr*/(/ giw Dr. Francis GillenC Dana Professor of Literature,Emeritus The University of Tampa 800 South Gulfview Boulevard #501 Clearwater Beach, Florida 33767 I speak to you tonight in your role as elected stewards of all that is best in our city of Clearwater. You can be proud of its development, but wise development always takes place in the context of preservation. Preservation of what cannot be replaced or duplicated: like the peaceful family community at the edge of our busy beach: Clearwater Point. Such preservation is very dear to me, for being here I am convinced, helped extend my dear wife's life. 22 years ago when we moved here she had been given a dire diagnosis for the leaky heart valves that had already been operated on once. Another operation would give her only a one in three chance of survival. We put our trust in good part in the air, the beach, our good neighbors who helped and above all the recouperative quiet, the calm of Clearwater Point. Marie was happy here; she was able to see her grandchildren be born and grow, and we had 10 more years together, able to celebrate our 45th anniversary. There are scores of stories like this. You may call them sentimental, but I tell you they, not buildings, are the essential fabric of our human lives and we call upon you to leave a legacy which allows such stories to continue. The essential question then becomes: will a large hotel destroy this neighborhood? Promises, assurances have been made, in good faith, I believe, by a decent man. But you and I know that a large hotel will eventually erode this precious neighborhood. How will these promises be enforced, even if they are written in the present document? Two or three years down the road let's say, it's clear that the hotel could do better with a restaurant. Customers are demanding a bar or music on the weekends. Occupancy isn't what it should be, so variances are asked for. Or, most importantly, the hotel is sold. Section 25 in the document allows such change. No! The only way for you to leave behind a certain legacy of preservation is to vote no to the hotel tonight. It's simple common sense.There are 33 units yet to be allocated. They will be grabbed up no doubt; development will take place. So why now would you put 27 of them in one of Clearwater Beach's few neighborhoods. 1 say to you be stewards. Be proud that there is a place like Clearwater Point. Be proud that you have had the courage to leave a legacy a preserving it. We and generations yet to come will thank you. SECTION 4. Scone ofProiect. 4.1 The Project shall consist of 60 overnight accommodation units including 27 overnight accommodation units from the Hotel Density Reserve and have a density no greater than 150 units per acre. 4.2 Code. The Project shall include a minimum of 80 parking spaces, as defined in the 4.3 The design of the Project, as represented in Exhibit "B", is consistent with Beach by Design. 4.4 The height of the Project shall be up to 80 feet measured from Base Flood Elevation, as defined in the Code. The maximum building heights of the various character districts cannot be increased to accommodate hotel rooms allocated from the Hotel Density Reserve. SECTION 5. Effective Date/Duration of this Agreement. 5.1 This Agreement shall not be effective until this Agreement is properly recorded in the public records of Pinellas County, Florida and thirty (30) days have elapsed after transmitting to the Florida Department of Economic Opportunity, pursuant to Florida Statutes section 163.3239 and Code section 4-606.G.2. 5.2 Within fourteen (14) days after the City approves the execution of this Agreement, the City shall record the Agreement with the Clerk of the Circuit Court for Pinellas County. The Developer shall pay the cost of such recording. The City shall submit to the Department of Economic Opportunity a copy of the recorded Agreement within fourteen (14) days after the Agreement is recorded. 5.3 This Agreement shall continue in effect for twenty (20) years unless earlier terminated as set forth herein. SECTION 6. Obligations under this Agreement. 6.1 Obligations of the Developer: 6.1.1 The obligations under this Agreement shall be binding upon and the benefits of this Agreement shall inure to the Developer, its successors in interests or assigns. 6.1.2 At the time of development of the Property, the Developer will submit such applications and documentation as are required by law and shall comply with the Code applicable at the time of building permit review. 6.1.3 The following restrictions shall apply to development of the Property: 6.1.3.1 To retain the grant of Reserve Units provided for herein, the Property and improvements located thereon shall be developed in substantial z 6 through the required hotel reservation system. Occupancy in the hotel is limited to a term of less than one (1) month or thirty-one (31) consecutive days, whichever is less. Units in the hotel shall not be used as a primary or permanent residence. 6.1.7 No Full Kitchens. No unit shall have a complete kitchen facility as that term is used in the definition of "dwelling unit" in the Code. 6.1.8 Inspection of Records. Developer shall make available for inspection to authorized representatives of the City its books and records pertaining to each Hotel Density Reserve unit upon reasonable notice to confirm compliance with these regulations as allowed by general law, 6.1.9 Compliance with Design Guidelines. The Developer agrees to comply with the Design Guidelines as set forth in Section VII. of Beach by Design. 6.1.10 Limitation on Amnlified Music. Developer agrees that there shall be no outdoor amplified music at the Project at any time. 6.1.11 Limitation on Bar Service. The Developer agrees that there shall be no indoor or outdoor bar or lounge for the service of alcohol. Alcoholic beverage sales shall be limited to incidental sales of beer and wine only (i.e. cooler sales). 6.1.12 Availability of Parking Spaces. The Developer agrees that none of the on-site parking spaces will be available for sale or lease to the general public and that all parking spaces on the site will be for the sole use of hotel staff and/or guests and/or patrons ofthe 16 -slip marina facility. 6.1.13 Limitation on Restaurant Service. The Developer agrees that there shall be no restaurant use located anywhere on the site at any time with the exception of basic food service such as a typical "Continental Breakfast" or the sale of prepackaged food such as sandwiches and snack for hotel guests only. 6.1.14 Limitation on Marina Facility. 6.1.14.1 The Developer agrees that activities such as servicing, fueling, pumping -out, commercial chartering and/or and dry -storage of boats and boating equipment is strictly prohibited. 6.1.14.2 The Developer agrees that the number of conveyable marina slips shall be limited to no more than 16. The City acknowledges that there are 10 additional marina slips for the sole use of the hotel. The Developer may increase the number of conveyable marina slips only if the Developer increases the number or parking spaces to meet compliance with the Community Development Code. 6.1.14.3 The Developer agrees that any conveyable marina slips shall be limited to sale and/or lease to privately -owned boats rather than commercial vessels for hire. 6.1.14.4 The Developer agrees that a deed restriction outlining Sections 6.1.11.1 through 6.1.11.3 shall be submitted to Staff prior to the issuance of any permits. 6.2 Obligations of the City. 6.2.1 The City shall promptly process site and construction plan applications for the Property that are consistent with the Comprehensive Plan and the Concept Plan and that meet the requirements of the Code. 6.2.2 The final effectiveness ofthe applications referenced in Section 6.2.1 is subject to: 6.2.2.1 The provisions of Chapters 163 and 166, Florida Statutes, as they may govern such amendments; and 6.2.2.2 The expiration of any appeal periods or, if an appeal is filed, at the conclusion of such appeal. 6.2.3 The project shall receive 27 units from the Hotel Density Reserve as defined by Beach by Design. In no way shall this be construed to permit the development density of the Property to exceed 150 units per acre. SECTION 7. Public Facilities to Service Development. The following public facilities are presently available to the Property from the sources indicated below. Development of the Property will be governed by the concurrency ordinance provisions applicable at the time of development approval. The requirements for concurrency as set forth in Article 4, Division 9, ofthe Code, have been satisfied. 7.1 Potable water is available from the City. The Developer shall be responsible for all necessary main extensions and applicable connection fees. 7.2 Sewer service is currently provided by the City. The Developer shall be responsible for all necessary main extensions and applicable connection fees. 7.3 Fire protection from the City. 7.4 Drainage facilities for the Property will be provided by the Developer at the Developer's sole expense. 7.5 The Project shall comply with the Metropolitan Planning Organization's MPO] or its successor's countywide approach to the application of concurrency management for transportation facilities, and the transportation analysis conducted for the Project shall include the following: Recognition of standard data sources as established by the MPO; Yb Fwd: Parking on Clearwater Point Subject: Fwd: Parking on Clearwater Point From: Ken Reilly <reillys03062@gmail.com> Date: 1/26/19, 9:33 AM To: Rosemarie Call <rosemarie.call@myclearwater.com> CC: Ken Reilly <reillys03062@gmail.com> Ms. Call, wasn't sure if I needed to cc: you for the public record so I thought I'd forward you a copy just in case. Thanks... Ken Begin forwarded message: From: Ken Reilly <reillvs03062(c gmail.com> Date: January 25, 2019 at 12:17:07 PM EST To: Jay Polglaze <lav.Polglaze(&myClearwater.com> Cc: Ken Reilly <reillvs03062(@gmail.com> Subject: Parking on Clearwater Point Councilman Polglaze, Good afternoon. As a follow-up to the January 17th Clearwater City Council review of the Decade Properties application to build a new hotel on Clearwater Point, I wanted to apprise you of our current parking situation and also ask related questions on the agreement being developed between the city and Decade Properties. Each condo owner in Clearwater Point has one assigned parking spot and parking for our additional vehicles is on S. Gulfview/Bayway. We already have much of the available parking on S. Gulfview/Bayway taken by service personnel from existing hotels and restaurants up the street, often leaving few spaces for condo owners and our guests. And, as you know, to meet the minimum parking requirement for the new hotel Decade Properties is barred from using 10 of the existing 26 boat slips (from Page 3 The Design Review Committee, June 3, 2018.) Simply said, parking on S. Gulfview/Bayway can be challenging now and a new hotel could make it more challenging in the future. Does Decade Properties, like so many other hotels on the beach, intend to charge their guests and/or employees for parking? If so, why would they pay for parking when they could park for free on the street and where would the guests of Clearwater Point be able to park? Will Decade Properties be restricted from renting, either directly or thru an agreement 1 of 2 2/7/19, 3:50 PM Fwd: Parking on Clearwater Point with another party as they do on their other properties on the beach, motorized golf carts, pedal carts, scooters, motor bikes, etc. from this property? If not, where will they be parked/stored given the current design only meets the minimum parking requirement; and, how will rental vehicles change the traffic volume on Clearwater Point? More generally, will all restrictions agreed to by Decade Properties and the City, e.g., no amplified music on the pool level; no bar or restaurant service; no vehicle, watercraft or boat slip rentals; etc., be treated as covenants in the working and final agreements? If not, could they be granted as variances during the 20 year term of the agreement(s)? How will city code violations be enforced? I look forward to your timely reply, ideally before the City Council Meeting on February 7th. Feel free to contact me if you would like to discuss these or any other items. Regards, Ken Reilly 800 S. Gulfview Blvd., Apt #101 Clearwater Beach, FI 33767 727.724.4616 reillvs03063(@amail.com 6i6 2 of 2 2/7/19, 3:50 PM 850 BAYWAY BLVD HISTORY AND INPROPER ZONING Good evening everyone, My name is Larry Bigelow. Let me summarize in one sentence what I am about to say in more detail: Clearwater Point is NOT a "Tourist" district, but rather a HIGH-DENSITY RESIDENTIAL DISTRICT where a monolith hotel does NOT belong. A History To start, here is a bit of factual history about the Chart House land and building in question In 1969 — Mr. G. Paul Coler developed the Clearwater Point land and built the low- rise condos. In 1976— Mr. Coler established Clearwater Point Yacht Club and built a Recreation Center (the current Chart House building on 850 Bayway Blvd.) for Clearwater resident — members -only. The Yacht Club & Rec Center was not a resort. It was private — not for vacationers. But in the late 1980's city planners inaccurately zoned the property under CR -28 (Commercial Resort). They did not delineate between public and private entities. As a result, our former Yacht Club & Rec Center and the present Clearwater Yacht Club properties are now listed as Tourist, even though neither at the time were open to tourists. CR -28 "Commercial Resort" did not match our private — residents only oriented Rec Center. And today, "Tourist" doesn't match either. In 1991— The "CR -28" zoning label was the vehicle that allowed Decade Properties to convert our private Recreation Center building into "Luxury Suites" Over time, CR (Commercial Resort) was rolled over to just "Resort" in 2006, and later to "Tourist". Clearwater Point was not developed to be a "Tourist" area. And it was not intended for Hotels. Even Decade's Chart House advertising claims that they are pleasantly removed from the hustle and bustle of popular tourist areas". This is quoted from their current website. Though the consequences of this zoning change may not have been obvious to the city leaders at the time, we are now forced to deal with these consequences. Our community now faces the threat of a massively encroaching hotel in our residential community that does not fit, or belong, in our neighborhood. We feel this council should correct the previous error, not double down on it! Secondly, all other properties on Clearwater Point are currently zoned "HDR" (in other words High Density Residential District). As per HDR Section 2-501 of the Clearwater Zoning Code, it states: "The intent and purpose of the High -Density Residential district is to protect and preserve the integrity and value of existing, stable residential neighborhoods of higher density. We believe the city's obligation is to live up to its mandate — "to protect and preserve the integrity and value of our existing, stable residential neighborhood!" Please vote "NO" to this proposed Hotel Project and in doing so, vote "YES" for keeping our residential community free of inappropriate hotels! Thank you 1 E Mr. Mayor, Council Members, My name is Rudy Michalek The Hotel Density Reserve established 1385 Units for Hotel development, 1350 are already authorized. That's just over 97% for 19 projects. Almost 60% of those projects are in the general area of the original geographic area for development. 6 other projects are in the High Rise, High Density hotel corridor on South Gulfview Blvd bounded by the Clearwater Pass on the south, Gulf Blvd/ Sand Key Bridge on the East and the Edge Hotel on the west. All 19 projects are in concentrated Hotel/Motel areas. Whether by coincident, plan or by design, City Councils, current and previous, have set the precedent that these units would be in High Density Hotel areas not residential areas. This Decades Properties project is an exception. City Councils over the years have also set a second precedent. No projects for Reserve units have been authorized south of Sand Key Bridge, on the North end of North Beach, on Island Estates or until now on Clearwater Point. What do they all have in common? They are all residential neighborhoods though different in building types and styles. Mr.Keierleber has been a good neighbor, but Mr. Aungst, his attorney, came to this chamber on January 17th and threatened us, our neighborhood and the City Council that if this exception for 27 units was not approved they would punish us with a taller and possibly ugly building. We know the Council is looking for a way to protect us from Mr. Aungst but an alternative building could be better and more consistent with the neighborhood. Without this exception approval, in addition to the status quo, Decade Properties has alternatives which are to build condos under two different categories which for their 2/3 of an acre are 33 units or 20 units. He could do whatever he wants but within the legal system. Also note that the entire north side of Bayway while zoned Tourist is made up of Condos, Townhouses and Villas of various heights; an unmanned police station; and a private, members only, Yacht Club. Only the Chart House is "tourist" in nature. In Summary, the Law, the Comprehensive Plan, 2 specific precedents's by multiple City Council say no to this exception request. You have no obligation to approve it and the remaining units could be placed in a more appropriate location. Mr. Aungst and Mr. Keierleber have already had several bites at the Reserves Apple with other projects. Why should they now be getting a special exception for this project? Thank you for your attention, understanding and support. Do you have any questions? 11)1.(Let%i amu_ a #7 7 1L =337/ 7 OZ7re7114,71MM Total Rooms Allocated from Reserve 463 HOTEL DENSITY RESERVE PROJECTS - UNDE Aric_iress of Receiving Property Raas:rs A0o atsc Te_-.'..-: Rccros Proposed 101 Coronado Drive (Pier 60 Hotel) 72 108 0.72 150.00 36 5/19/2009 619 S. Gutfinew Boulevard (Shepherd's) 42 160 2.37 67.51 118 1111712009 655 S. Gulfview Boulevard (Hampton Inn / Quality Inn) 90 181 1.44 125.96 71 NA 316 Hamden Drive (Hotel B) 79 118 0.82 143.90 39 11/1712009 300 Hamden Drive (Hotel A) 95 142 1.10 129.09 47 11:17:2009 521 South Gulfview Boulevard (Entrada) 30 344 3.908 88.02 314 DLA 650 Bay Esplanade (DeNunzio Hotel) 55 102 0.95 107.37 47 6'4E 2013 Total Rooms Allocated from Reserve 463 Total Rooms Allocated from Reserve 887 HOTEL DENSITY RESERVE PRI Aric_iress of Receiving Property Raas:rs A0o atsc Te_-.'..-: Rccros Proposed Acreage Roams per a'- Units I Acre Base Density CDS Mae 443 East Shore Drive (Courtyard by Marriott) 71 139 1.26 110.32 68 6/19/2012 325 South Gutfview Boulevard (Parcel A) 100 180 1.60 112.50 80 NIA 353 Coronado Drive (Parcel B) (345 Coronado) 96 144 0.962 149.69 48 N.'..:. 405 Coronado Drive (Parcel C) 100 166 1.32 125.76 66 N/A 401 (421) South Gulfview Boulevard (Alanik) 100 227 1.953 117.00 98401 (421) South Gutfview Boulevard (Alanik) 1st Amendment 40 Devon Drive (Sea Captain) 66 98 0.659148.70 32 NIA 630 South Gulfview Boulevard (Captain Bligh) 100 159 1.19 133.61 t'.:4 3. =. 691 S. Gulfview Boulevard (the Views) 92 202 1.35 149.97 57 NIA 715 South Gulfview Boulevard 93 208 2.313 89.93 115 NIA 355 South Gut(view Boulevard 59 88 0.59 149.15 29 N/A 657 Bay Esplanade 10 27 0.35 77.14 17 8/14/2018 Total Rooms Allocated from Reserve 887 The use of the density pool of additional hotel rooms established in Beach by Design ... is permitted in the following areas: The land located between Mandalay Avenue and the Gulf of Mexico between Rockaway Street and Paava Street; and The land located south of the Pier 60 parking lot and north of the southerly lot lines of Lots 77 and 126 of the Lloyd - White - Skinner subdivision between South Gulfview Boulevard and Coronado Drive." 1/ P 1/ 1 A ris 4 w D rs% Cr/ CD ca 3311 > * Oa DR VANE, TIA AVE O z P 1 F-1 se4sti tt)21 42 _ ta : _ . rhl 17' C. c4 ? r• r. 4 g 10 OM, 71/ CD ( 0 CO . 4 C) 03 Pa " 1lm..„ 33> QCSZ OcoU),•,- AzmS/ 20 / 00,^" r02). p. 013 cn 71 73 - 0 m ( I) < c^) Jr 150r-%),( 1, 1 rn ),„ 4 < < rn m , Z DORdal .... y • • . 5j:*H-1*""."*"'"'*• co kJ) To avoid 'walling off" of the Gulf of Mexico and the Intracoastal Waterway" Beach by design p. 64 Assoc. 27265-1 Projected Expenses While this Reserve Study looks forward 30 years, we have no expectation that all these expenses will all take place as anticipated. This Reserve Study needs to be updated annually because we expect the timing of these expenses to shift and the size of these expenses to change. We do feel more certain of the timing and cost of near-term expenses than expenses many years away. Your first five years of projected Reserve expenses total 354,018. Adding the next five years, your first ten years of projected Reserve expenses are $833,011. Please be aware of your near-term expenses, which we are able to project more accurately than the more distant projections. The figure below summarizes the projected future expenses at your association as defined by your Reserve Component List. A summary of these expenses are shown in Table 5, while details of the projects that make up these expenses are shown in Table 6. Annual Reserve Expenses 800,000 - 700,000 - 600,000 - 500,000 - 400,000 - 300,000 - d 200,000 -' 100,000 0 0 sa 2017 2022 2027 2032 Years Figure 1 2037 2042 2047 Association Reserves 5 10/14/2016 II IIItI il n ` , may rsc„ v iinu iim I ,;,{, fir iul li ihfililiu 111114Illllluuiiiii alp a 21t w1111• 1wr. w. r. r wrrrr 1111 uiii rie 1h I iil If ImIKIilU 1111N all SHERW N WILLIAMS 7008 ALABASTER' SHERWIN WILL 7672 KNITTING, NEEDLES' SOUTH ELEVATION AT BAYWAY WITH COLOR PALLETTE LEGEND EXIT ONLY & PEDESTRIAN ACCESS TO REGISTRATION PNTRANCE ONLY & EDESTRIAN ACCESS TO EAST ELEVATOR O ARCHITECTURAL AWNINGS AT GARAGE OPENINGS 0 MECHANICAL PENTHOUSE WITH TRELLISED ROOF 0 C) PEN COURT & POOL DECK 45' ABOVE BEE 06 ACCESS FOR ROLLOUT OUMPSTERS C) TYPICAL ARCHITECTURALFENESTRATION AT GARAGE OPENINGS 6 To create inviting, human scale "places at the street level of all buildings" Beach By Design p. 64 mom Iowa, vim, wow low vas, lofti 47111111 e n 7:: 1111, 71lil4` il w.. w. r. w r. ww 0 Al. A t . ye! In J 61 n, 44:': Sti ll i i... V .. Xl_ l ` i f tn. •+ Til . ) A II 11Wanniwowlit ow* 41 Sein p wr.... raruw wwr. 111• 1 rww, rwww... www.. rwY w jailI W b ILMI I i+ Zr ? ...: Irrnwwillirr Ii mm xn. mza w+ aw a II II I ii am m .,. e r r J I lil i W+.. w..+ r... n. w... ww. w. rrrr. w. r_ a« - I E4 491 P1111, 1: 11, A- zxa. a F9 aru r . . l4 -. I SOUTH ELEVATION AT BAYWAY WITH COLOR PALLETTE LEGEND 0 .. • T. & PEDETRMN REGISTRATION 0 I TO EAST ELEVATOR 0 ARCHITECTURAL AWNINGS AT GARAGE OPENINGS Q MECHANICAL PENTHOUSE Wn' H TRELLISED ROOF 0 ORM COURT & POOL DECK AS' ASONI IFS ACCESS FOR ROLL Our DUMPSTERS U7 TYMCALARCHITECTURAL PINISTRATION AT GARAGE OPENINGS 3 The development will be served by three (3) 5 x 8 roll out dumpsters toward Bayway Blvd." That adds up to 120 square feet of dumpsters crowding are already overburdened street. MASSING STUDY 850 BAYWAY BUILDING ENVELOPE TABULATION 3003M333114 OWM[ VO UM1 DMM41% 33 MR WA K 141, 3133 3313 34 1,' I0, A4 ACTUIU WDWM% IA 1 Y2 e 14.14314' 440w YY t 1 I 14p011YMAO 340. 401 141 14 1L XW 144114 4 - P- a'1,11, 0: 7144440 131, 110 140 144 BEACH BY DESIGN CRITERIA 0 THE PROPOSED DEVELOPMENT CONFORMS WITH BEACH BY DESIGN FOR THE CLEARWATER PASS AREA TO SATISFY MASSING & VOLUME REQUIREMENTS UNDER BBD SECTION C. 1., C, 2, C. 4, C. 5. AND C. 6. 02 UNDER C. 4, WHERE HDR UNITS ARE INCLUDED, BUILDING ENVELOPE MAXIMUMS ARE PERMITTED TO 75% OF THEORETICAL ABOVE 45'. PROPOSED DEVELOPMENT OCCUPIES 52. 9% OF THEORETICAL MAXIMUM ABOVE 45'. SEE TABULATION ABOVE. rZ 4 CI. % p 0pE2 0 J O m_ Z< Q W o W c 0 o L C4 Le) n. CO U 10 14111111'.. 110111, 11116. 111. 111111L 11111114. 1• 110. 11111111 484, :.. 4:01g. • 7 OS': POI Mit J.! L qi1) 1111 I 111 Oa II 1 1, 111 ' 1; 11, 11r14 IS• LEGEND EXIT ONLY & PEDESTRIAN ACCESS TO REGISTRATION V.) ENTRANCE OW & PEDESTRIAN ACCESS TO EAST ELEVATOR 0 ARCHITECTURAL AWNINGS AT GARAGE OPENINGS 0 MECHANICAL PENTHOUSE WITH TRELLISED ROOF OPEN COURT & POOL DECK 45' ABOVE BFE 0 0 IBBBI Ell 213111111 n BB IP", 1 1 11 n Fin Nil IA W. 41! All Mott YO MONA Yd. MON St I 1" imil IM TVA 410101116 4A 111• 111111111111111111111111111111M111111111111111111111111111111111 I al livq- SHERWIN WILLIAMS 7008 ALABASTER' SHERWIN WILLIAMS 7472 KNITTING NEEDLES' SOUTH ELEVATION AT BAYWAY WITH COLOR PALLETTE 0 ACCESS FOR ROLL OUT DUMPSTERS 0 TYPICAL ARCHITECTURAL FENESTRATION AT GARAGE OPENINGS g 2dg z< 6 co C53du. s< 0 Le) g oo d 6 GUEST ROOM LEVELS 5, 6, 7 POOL ON LEVEL 5 ONLY] CONTINUOUS ENCLOSED GUEST ROOM ACCESS ELEVATOR Z 4 • Q 0 M U.. Z Q Ovj m 0 Lr J Cd CO U 14 X1(,. 11 ) 111111 GUEST UNIT GUEST UNIT GUEST UNIT GUEST UNIT GUEST UNIT GUEST UNIT GUEST UNIT GUEST UNIT INI l MIIUPIiiUII .. ii Iil. iai uiiimmun l r 3` ilii . 7 ir. ' l` MM` obi a it t NuA NE ' Th `. Ns 4 ' ca. u 1 u1 • il. 11 El GUEST UNIT GUEST UNET LEGEND O POOL O LANDSCAPE COURTYARD & DECK 0 LINE OF WALKWAYS AT LEVEL 6& 7 0 OPEN TO ELEVATORS & STAIRS 05 SIGHT VISIBILITY TRIANGLES 06 BALCONIES 0 25 50 TYPICAL GUEST ROOM LEVELS 5, 6, 7 '.,,,.,. WITH POOL DECK AT LEVEL 5) GRAPHIC SCALE I— z W 2 d O cm Fe' 0 O C2 zQ Q Od o W m a CO 0 5 Clearmiater Zoning Districts DIVISION 5. HIGH DENSITY RESIDENTIAL DISTRICT (" HDR") Section 2- 501. - Intent and purpose. The intent and purpose of the High. Density Residential District (" HDR") is to protect and preserve the Integrity and value of existing, stable residential neighborhoods of higher density Good evening Honorable Mayor and Councilors, My name is Susan Watt and I'm here to present just a few of the disturbing anomalies I've noticed. BBD guidelines clearly state that to receive reserve rooms, the hotel must have indoor corridors. Decade Properties must have known this requirement -- The City has already granted him an astounding 168 rooms — But the drawings he submitted to the Planning Department and to the public clearly show outside walkways. (#3 in the legend shows 'line of walkways'. ) Well the Developer and his architect had some scurrying to do to prepare for the Jan. 17 meeting. This brand new drawing — with the legend deleted and colored in with yellow magic marker -- now shows supposed covered corridors. This drawing was so new that the Planning Department had not yet received it. But this drawing still has outdoor walkways. And so does this one. How did these non-compliant drawings pass the Planning Department's notice in the first place? At the Jan. 17 meeting....... Mr Aungst maintained that the Chart House has been a hotel since 1971. WRONG He also said the pool has been there since 1971. WRONG! It was built in the 90's, at which time Decade Properties received several variances from the City. Also, In the early 90's, Decade Properties applied for a restaurant and a bar. The City denied his request. Mr Aungst said the proposed Hotel has ONE dumpster and then emphasized —JUST LIKE NOW. Then Mr. Aude said, 1, maybe 2 dumpsters. WRONG. In Mr. Aude's OWN report, "The development will be served by three (3) 5 x 8 roll out dumpsters toward Bayway Boulevard ...." THAT'S 120 SQUARE FEET OF DUMPSTERS crowding OUR ALREADY CONGESTED STREET!!! Incompetence? Duplicity? It doesn't really matter. The point is that they have attempted to slip badly designed and NON compliant drawings UNDER THE RADAR. How can we have any confidence in them? How many more inaccuracies are there? Obviously, they're trying to sell us a bill of goods. Well WE THE PEOPLE — aren't buying it. And neither should our elected representatives. You've already granted the Developer 168 rooms that we know of. Please don't pass the buck Please say NO to granting Decade Properties 27 MORE rooms Honorable Mayor, Council Members: My name is Ilana Wechsler, residing at 895 S.Gulfview Blvd -Unit 110, Clearwater Beach. I know that emotions are running high and that decisions must be made based on facts, not emotions, so here are 4 key facts: SAFETY TRAFFIC PROPERTY VALUES CONCESSIONS MADE BY DECADE PROPERTIES. SAFETY: Clearwater police records for the last eight years show that when you bring a high density hotel into an area, the increased number of tourists, will increase police incidents thus threatening our safety. Example of this is the police report for Clearwater Beach, for the same period, one including the residential area of Sand Key and Island Estates (50% increase) and the other without these two residential areas (55% increase). TRAFFIC we alt know that the traffic study that was done is "bogus" because of when it was conducted. The reality is that our one narrow street will become very congested creating a big problem to our residents. PROPERTY VALUES: We compiled a chart of all condos sold in the last 5 years in the high rises and compared average price sold of condos with view vs. no view: it is proven that prices of condos (regardless if remodeled or not) average $33,000 more than the condos without a view. Now, we are not asking you to guarantee a "view", but it is a fact that properties will lose value if this hotel is built. CONCESSIONS MADE BY DECADE PROPERTIES: Decade properties made concessions in their agreement based on some of our concerns. However, based on section 25 of the Development agreement, these concessions can be easily amended in the near future so we don't feel that they really protect us. Therefore, I am asking the Council to make their decision based on true facts and vote NO to the allocation of 27 units from the Reserve to Decade Properties. kcj CITY OF CLEARWATER Por ORICE Box 4748, Car.r.vri:R, Fi otur l 33758-4748 CU. -IRA -ER POLICY. DS:Y.1R%lu -i. 645 P11-.111:1: Sii iii, C EARV.A311:R, FLORIDA 33756 Tl:o.Ptio:>l: (727) 562-4242 POLICE INCIDENTS 2010-2018 W/O RESIDENTIAL AREAS OF SAND KEY AND ISLAND ESTATES INCREASE OF 55% Incident Type — 2010 2011 2012 2013 2014 2015 2016 2017 2018 _ Grand Total Non -Criminal 676 639 1111 1130 1420 1246 1375 1313 1237 10147 Criminal 945 947 1080 1229 1399 1367 1229 1358 1284 10838 Grand Total 1621 1586 2191 2359 2819 2613 2604 2671 2521 20985 POLICE INCIDENTS 2010-2018 INCLUDING RESIDENTIAL AREAS OF SAND KEY AND ISLAND ESTATES INCREASE OF SO% Indent Tete ' - ' 2010..- 2011- ' 2012.:: 2013 2014 2015 ' 2016 2*17:" 2018 Gram Total Non -Criminal 891 844 1341 1310 1607 1445 1586 1536 1582 12142 Criminal 1217 1243 1401 1501 1673 1649 1455 1592 157h 13309 Grand Total 2108 2887 274 283 3280 3094 3114$- 3128 3160: 25951 :' Exu. EvrhiAle CLEARWATER POINT CONDO SALES 2014 - 2019 0= ORIGINAL / R= REMODELED BYUILDING DATE SOLD UNIT# SALE PRICE $ 1 830 S. GULFVIEW BLVD 7/ 10/ 18 302 $ 245, 000. 00 R 2 800 S. GULFVIEW BLVD 5/ 17/ 18 308 $ 260, 000. 00 R 3 800 S. GULFVIEW BLVD 6/ 27/ 18 401 $ 255, 000. 00 R 4 800 S. GULFVIEW BLVD 9/ 18/ 15 405 $ 229, 000. 00 R 5 855 S. GULFVIEW BLVD 5/ 19/ 17 402 $ 255, 000. 00 R 6 830 S. GULFVIEW BLVD 8/ 4/ 15 104 $ 280, 000. 00 R 7 830 S. GULFVIEW BLVD 6/ 22/ 18 201 $ 299, 900. 00 R 8 830 S. GULFVIEW BLVD 3/ 22/ 17 203 $ 330, 000. 00 R 9 830 S. GULFVIEW BLVD 8/ 20/ 18 208 $ 292, 500. 00 R 10 800 S. GULFVIEW BLVD 4/ 22/ 16 408 $ 320, 000. 00 R 11 851 S. GULFVIEW BLVD 3/ 20/ 17 101 $ 227, 000. 00 R 12 851 S. GULFVIEW BLVD 2/ 27/ 17 104 $ 355, 000. 00 R 13 851 S. GULFVIEW BLVD 10/ 25/ 17 302 $ 274, 000. 00 R 14 851 S. GULFVIEW BLVD 1/ 19/ 17 308 $ 332, 000. 00 R 15 851 S. GULFVIEW BLVD 2/ 23/ 18 404 $ 380, 000. 00 R AVERAGE SALE PRICE: $ 288, 960. 00 1 830 S. GULFVIEW BLVD 4/ 28/ 17 505 $ 259, 000. 00 R 2 830 S. GULFVIEW BLVD 2/ 27/ 15 506 $ 275, 000. 00 R 3 800 S. GULFVIEW BLVD 4/ 23/ 18 804 $ 293, 000. 00 R 4 830 S. GULFVIEW BLVD 4/ 10/ 17 503 $ 327, 500. 00 R 5 830 S. GULFVIEW BLVD 12/ 20/ 18 507 $ 285, 000. 00 R 6 830 S. GULFVIEW BLVD 4/ 20/ 18 605 $ 380, 000. 00 R 7 830 S. GULFVIEW BLVD 4/ 30/ 18 608 $ 315, 000. 00 R 8 800 S. GULFVIEW BLVD 4/ 26/ 18 606 $ 350, 000. 00 R 9 800 S. GULFVIEW BLVD 10/ 27/ 16 706 $ 375, 000. 00 R 10 800 S. GULFVIEW BLVD 1/ 30/ 17 801 $ 300, 000. 00 R 11 851 S. GULFVIEW BLVD 7/ 14/ 17 604 $ 305, 000. 00 R 12 851 S. GULFVIEW BLVD 4/ 10/ 17 704 $ 360, 000. 00 R 13 851 S. GULFVIEW BLVD 4/ 27/ 16 902 $ 325, 000. 00 R 14 855 S. GULFVIEW BLVD 4/ 23/ 18 201 $ 310, 000. 00 R 15 855 S. GULFVIEW BLVD 1/ 29/ 16 304 $ 365, 000. 00 R 16 855 S. GULFVIEW BLVD 11/ 27/ 18 505 $ 315, 000. 00 R 17 855 S. GULFVIEW BLVD 1/ 24/ 18 507 $ 289, 000. 00 R 18 855 S. GULFVIEW BLVD 3/ 20/ 17 706 $ 370, 000. 00 R AVERAGE SALE PRICE: $ 322, 138. 89 PRICE DIFFERENCE: $ 33, 178. 89 CLEARWATER POINT CONDO SALES 2014 - 2019 0= ORIGINAL / R= REMODELED BYUILDING DATE SOLD UNIT# SALE PRICE $ 1 830 S. GU LFVIEW BLVD 1/ 23/ 14 202 $ 205, 000. 00 0 2 830 S. GULFVIEW BLVD 6/ 27/ 17 308 $ 230, 000. 00 0 3 800 S. GULFVIEW BLVD 5/ 29/ 18 203 $ 237, 500. 00 0 4 800 S. GULFVIEW BLVD 1/ 26/ 16 208 $ 196, 500. 00 0 5 800 S. GULFVIEW BLVD 2/ 21/ 14 304 $ 232, 000. 00 0 6 800 S. GULFVIEW BLVD 4/ 7/ 16 307 $ 205, 000. 00 0 7 800 S. GULFVIEW BLVD 12/ 15/ 14 404 $ 228, 123. 00 0 8 851 S. GULFVIEW BLVD 1/ 14/ 19 204 $ 284, 000. 00 0 9 855 S. GULFVIEW BLVD 4/ 6/ 18 103 $ 225, 000. 00 0 10 855 S. GULFVIEW BLVD 11/ 14/ 14 104 $ 165, 000. 00 0 11 855 S. GULFVIEW BLVD 9/ 3/ 14 205 $ 205, 000. 00 0 12 855 S. GULFVIEW BLVD 10/ 9/ 15 305 $ 249, 000. 00 0 13 855 S. GULFVIEW BLVD 4/ 16/ 15 307 $ 204, 500. 00 0 14 855 S. GULFVIEW BLVD 3/ 31/ 17 405 $ 237, 000. 00 0 AVERAGE SALE PRICE: 1 830 S. GULFVIEW BLVD 7/ 7/ 14 607 $ 197, 500. 00 0 2 830 S. GULFVIEW BLVD 5/ 4/ 18 706 $ 290, 000. 00 0 3 830 S. GULFVIEW BLVD 3/ 6/ 15 708 $ 252, 000. 00 0 4 830 S. GULFVIEW BLVD 3/ 31/ 14 804 $ 217, 000. 00 0 5 830 S. GULFVIEW BLVD 1/ 13/ 17 903 $ 290, 000. 00 0 6 830 S. GULFVIEW BLVD 2/ 11/ 15 905 $ 260, 000. 00 0 7 830 S. GULFVIEW BLVD 11/ 4/ 16 907 $ 250, 000. 00 0 8 800 S. GULFVIEW BLVD 4/ 21/ 17 601 $ 272, 500. 00 0 9 800 S. GULFVIEW BLVD 12/ 22/ 18 702 $ 270, 000. 00 0 10 851 S. GULFVIEW BLVD 1/ 16/ 15 608 $ 245, 000. 00 0 11 851 S. GULFVIEW BLVD 6/ 30/ 17 702 $ 330, 000. 00 0 12 851 S. GULFVIEW BLVD 6/ 27/ 14 708 $ 217, 000. 00 0 13 851 S. GULFVIEW BLVD 3/ 3/ 15 801 $ 264, 000. 00 0 14 855 S. GULFVIEW BLVD 3/ 16/ 15 501 $ 240, 000. 00 0 15 855 S. GULFVIEW BLVD 6/ 24/ 14 503 $ 215, 000. 00 0 16 855 S. GULFVIEW BLVD 2/ 7/ 17 602 $ 270, 000. 00 0 17 855 S. GULFVIEW BLVD 6/ 21/ 18 606 $ 240, 000. 00 0 18 855 S. GULFVIEW BLVD 12/ 24/ 14 708 $ 242, 500. 00 0 19 855 S. GULFVIEW BLVD 11/ 18/ 16 803 $ 260, 000. 00 0 20 855 S. GULFVIEW BLVD 1/ 9/ 15 804 $ 255, 000. 00 0 21 855 S. GULFVIEW BLVD 1/ 13/ 17 901 $ 280, 000. 00 0 AVERAGE SALE PRICE: PRICE DIFFERENCE: 221, 687. 36 255, 119. 05 33, 431. 69 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: 9210-19 3rd rdg Agenda Date: 2/7/2019 Status: Second ReadingVersion: 1 File Type: OrdinanceIn Control: Legal Department Agenda Number: 9.1 SUBJECT/RECOMMENDATION: Adopt Ordinance 9210-19 on third reading, vacating a portion of a gas line easement located at 1285 Missouri Avenue, as described in Official Records Book 6366, Page 1043, Official Records of Pinellas County, Florida. SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 2/7/2019 1 Ord. No. 9210-19 ORDINANCE NO. 9210-19 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, VACATING PORTION OF A CERTAIN 5’ GAS LINE EASEMENT AS DESCRIBED IN OFFICIAL RECORDS BOOK 6366, PAGE 1043, OFFICIAL RECORDS OF PINELLAS COUNTY, FLORIDA, LYING IN THE NORTHWEST 1/4 OF SECTION 22, TOWNSHIP 29 SOUTH, RANGE 15 EAST, PINELLAS COUNTY, FLORIDA: PROVIDING AN EFFECTIVE DATE. WHEREAS, the owner in fee title of real property described and depicted in Exhibit “A” attached hereto, has requested that the City vacate said easement; and WHEREAS, the City Council of the City of Clearwater, Florida finds that said easement is not necessary for municipal use and it is deemed to be in the best interest of the City and the general public that the same be vacated; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. The following: A portion of easement described as follows: See Exhibit A is hereby vacated, closed and released, and the City of Clearwater releases all of its right, title and interest thereto. Section 2. The City Clerk shall record this ordinance in the Public Records of Pinellas County, Florida, following adoption. Section 3. This ordinance shall take effect immediately upon adoption. 2 Ord. No. 9210-19 PASSED ON FIRST READING ____December 6, 2018_____________ PASSED ON SECOND READING AS AMENDED ____January 17, 2019______________ PASSED ON THIRD AND FINAL READING AND ADOPTED ________________________________ ________________________________ George N. Cretekos Mayor Approved as to form: Attest: ________________________________________________________________ Laura Lipowski Mahony Rosemarie Call Assistant City Attorney City Clerk L2L1 L3 L4L5L6L7MISSOURI AVENUE(R/W WIDTH VARIES)JEFFORDS STREET (60' R/W PER PLAT) POINT OF COMMENCEMENT NORTHWEST CORNER OF THE NE 1 4 OF SECTION 22-19-15 F.E Hanousek's SubPlat Book 1, Page 41Lot 12North Line Northeast 14 Section 22-29-15 West Line Northeast 14 Section 22-29-155' Gas Easement OR 6366-1043 MISSOURI AVENUEL8L9L11L12L13 L14 L15L17L16 L10 POINT OF BEGINNINGF.E Hanousek's SubPlat Book 1, Page 41Lot 125' Gas Easement OR 6366-1043 MISSOURI AVENUE(R/W WIDTH VARIES)Vacating a portion of a 5' Gas easement described as follows: Commence at the Northwest corner of the NE 14 of Section 22, Township 29 S, Range 15 E; thence S 00° 19' 18" E, along the West line of the Northeast 14 of Section 22, Township 29 S, Range 15 E, a distance of 30.01'; thence S 89° 08' 38" E, a distance of 56.01'; thence S 89° 06' 39" E, a distance of 36.09'; thence S 00° 52' 54" W, a distance of 15.38'; thence S 00° 47' 36" W, a distance of 77.86'; thence S 00° 48' 28" W, a distance of 91.23'; thence S 00° 31' 51" E, a distance of 49.71'; thence S 00° 05' 27" E, a distance of 133.97'; thence S 00° 24' 34" E, a distance of 37.66'; thence S 01° 44' 21" W, a distance of 11.87'; thence S 01° 02' 31" W, a distance of 32.00'; thence S 01° 11' 31" W, a distance of 48.87'; thence S 89° 11' 39" E, a distance of 30.25' to a Point of Beginning; thence S 89° 11' 39" E, a distance of 5.00'; thence S 00° 48' 21" E, a distance of 80.00'; thence S 89° 11' 39" W, a distance of 5.00'; thence N 00° 48' 21" W, a distance of 80.14' to the Point of Beginning. L2 L3 Line #Bearing S 89° 08' 38" E S 89° 06' 39" E Distance 56.01' 36.09' L1 S 00° 19' 18" E 30.01' Line Table L5 L6 S 00° 47' 36" W S 00° 48' 28" W 77.86' 91.23' L4 S 00° 52' 54" W 15.38' L8 L9 S 00° 05' 27" E S 00° 24' 34" E 133.97' 37.66' L7 S 00° 31' 51" E 49.71' L11 L12 S 01° 02' 31" W S 01° 11' 31" W 32.00' 48.87' L10 S 01° 44' 21" W 11.87' L13 L14 S 89° 11' 39" E 30.25' 5.00' L16 L17 S 89° 11' 39" W 5.00' 80.14 L15 S 00° 48' 21" E 80.00' N 00° 48' 21" W S 89° 11' 39" E CITY OF CLEARWATER ENGINEERING DEPARTMENT DRAWN BY CHECKED BY DATE DRAWN SEC-TWNSP-RNG DWG. NO.SHEET OFExhibit "A" Vacation for a Portion of a 5' Gas Easement at 1285 Missouri AvenueLee Cheek 12/7/18 Lgl_2018-16 1 1 22 29 S 15 E Legal Description L2L1 L3 L4L5L6L7MISSOURI AVENUE(R/W WIDTH VARIES)JEFFORDS STREET (60' R/W PER PLAT) POINT OF COMMENCEMENT NORTHWEST CORNER OF THE NE 1 4 OF SECTION 22-19-15 F.E Hanousek's SubPlat Book 1, Page 41Lot 12North Line Northeast 14 Section 22-29-15 West Line Northeast 14 Section 22-29-155' Gas Easement OR 6366-1043 MISSOURI AVENUEL8L9L11L12L13 L14 L15L17L16 L10 POINT OF BEGINNINGF.E Hanousek's SubPlat Book 1, Page 41Lot 125' Gas Easement OR 6366-1043 MISSOURI AVENUE(R/W WIDTH VARIES)Vacating a portion of a 5' Gas easement described as follows: Commence at the Northwest corner of the NE 14 of Section 22, Township 29 S, Range 15 E; thence S 00° 19' 18" E, along the West line of the Northeast 1 4 of Section 22, Township 29 S, Range 15 E , a distance of 30.01'; thence S 89° 08' 38" E, a distance of 56.01'; thence S 89° 06' 39" E, a distance of 36.09'; thence S 00° 52' 54" W, a distance of 15.38'; thence S 00° 47' 36" W, a distance of 77.86'; thence S 00° 48' 28" W, a distance of 91.23'; thence S 00° 31' 51" E, a distance of 49.71'; thence S 00° 05' 27" E, a distance of 133.97'; thence S 00° 24' 34" E, a distance of 37.66'; thence S 01° 44' 21" W, a distance of 11.87'; thence S 01° 02' 31" W, a distance of 32.00'; thence S 01° 11' 31" W, a distance of 48.87'; thence S 89° 11' 39" E, a distance of 30.25' to a Point of Beginning; thence S 89° 11' 39" E, a distance of 5.00'; thence S 00° 48' 21" E, a distance of 80.00'; thence S 89° 11' 39" W, a distance of 5.00'; thence N 00° 48' 21" W, a distance of 80.14' to the Point of Beginning. L2 L3 Line #Bearing S 89° 08' 38" E S 89° 06' 39" E Distance 56.01' 36.09' L1 S 00° 19' 18" E 30.01' Line Table L5 L6 S 00° 47' 36" W S 00° 48' 28" W 77.86' 91.23' L4 S 00° 52' 54" W 15.38' L8 L9 S 00° 05' 27" E S 00° 24' 34" E 133.97' 37.66' L7 S 00° 31' 51" E 49.71' L11 L12 S 01° 02' 31" W S 01° 11' 31" W 32.00' 48.87' L10 S 01° 44' 21" W 11.87' L13 L14 S 89° 11' 39" E 30.25' 5.00' L16 L17 S 89° 11' 49" W 5.00' 80.14 L15 S 00° 48' 21" E 80.00' N 00° 48' 21" W S 89° 11' 39" E 39" CITY OF CLEARWATER ENGINEERING DEPARTMENT DRAWN BY CHECKED BY DATE DRAWN SEC-TWNSP-RNG DWG. NO.SHEET OFExhibit "A" Vacation for a Portion of a 5' Gas Easement at 1285 Missouri AvenueLee Cheek 12/7/18 Lgl_2018-16 1 1 22 Legal Description 29 S 15 E S MISSOURI AVE JEFFORDS ST AERIAL MAP 5' Gas Line Easement to Vacate ²Prepared by:Engineering DepartmentGeographic Technology Division100 S. Myrtle Ave, Clearwater, FL 33756Ph: (727)562-4750, Fax: (727)526-4755www.MyClearwater.com WD RB N.T.S.306B 22-29s-15e10/26/2018Map Gen By:Reviewed By:S-T-R:Grid #:Date:Scale: 1285 S Missouri Ave Document Path: V:\GIS\Engineering\Location Maps\1285 S Missouri Ave.mxd Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: 9211-19 2nd rdg Agenda Date: 2/7/2019 Status: Second ReadingVersion: 1 File Type: OrdinanceIn Control: Legal Department Agenda Number: 9.2 SUBJECT/RECOMMENDATION: Adopt Ordinance 9211-19 on second reading, annexing certain real properties whose post office addresses are 3040 and 3076 Hoyt Avenue, Clearwater, Florida 33759, into the corporate limits of the city and redefining the boundary lines of the city to include said addition. SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 2/7/2019 Ordinance No. 9211-19 ORDINANCE NO. 9211-19 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, ANNEXING CERTAIN REAL PROPERTIES LOCATED GENERALLY NORTH OF DREW STREET, SOUTH OF SR 590, AND WITHIN ¼ MILE WEST OF NORTH MCMULLEN BOOTH ROAD WHOSE POST OFFICE ADDRESSES ARE 3040 AND 3076 HOYT AVENUE, ALL IN CLEARWATER, FLORIDA 33759, INTO THE CORPORATE LIMITS OF THE CITY, AND REDEFINING THE BOUNDARY LINES OF THE CITY TO INCLUDE SAID ADDITION; PROVIDING AN EFFECTIVE DATE. WHEREAS, the owners of the real properties described herein and depicted on the map attached hereto as Exhibit B have petitioned the City of Clearwater to annex the properties into the City pursuant to Section 171.044, Florida Statutes, and the City has complied with all applicable requirements of Florida law in connection with this ordinance; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. The following-described properties are hereby annexed into the City of Clearwater and the boundary lines of the City are redefined accordingly: See attached Exhibit A for legal descriptions. (ANX2018-10019) The map attached as Exhibit B is hereby incorporated by reference. Section 2. The provisions of this ordinance are found and determined to be consistent with the City of Clearwater Comprehensive Plan. The City Council hereby accepts the dedication of all easements, parks, rights-of-way and other dedications to the public, which have heretofore been made by plat, deed or user within the annexed property. The City Engineer, the City Clerk and the Planning and Development Director are directed to include and show the property described herein upon the official maps and records of the City. Section 3. This ordinance shall take effect immediately upon adoption. The City Clerk shall file certified copies of this ordinance, including the map attached hereto, with the Clerk of the Circuit Court and with the County Administrator of Pinellas County, Florida, within 7 days after adoption, and shall file a certified copy with the Florida Department of State within 30 days after adoption. Ordinance No. 9211-19 PASSED ON FIRST READING PASSED ON SECOND AND FINAL READING AND ADOPTED George N. Cretekos Mayor Approved as to form: Michael P. Fuino Assistant City Attorney Attest: Rosemarie Call City Clerk Exhibit A LEGAL DESCRIPTIONS ANX2018‐10019 ======================================================================================== No. Parcel ID Lot No., Block No. Address 1. 09-29-16-45144-009-0110 Lot 11, Block I 3040 Hoyt Avenue 2. 09-29-16-45144-009-0170 Lot 17, Block I 3076 Hoyt Avenue The above in KAPOK TERRACE FIRST ADDITION, as recorded in PLAT BOOK 49, PAGE 48, of the Public Records of Pinellas County, Florida. Exhibit B PROPOSED ANNEXATION Owner(s): David A. Kloczkowski Ha T. Mai & Thai Mai Case: ANX2018-10019 Site: 3040 Hoyt Avenue 3076 Hoyt Avenue Property Size(Acres): ROW (Acres): 0.370 Land Use Zoning PIN: 09-29-16-45144-009-0110 09-29-16-45144-009-0170 From : Residential Low (RL) R-4, One, Two, Three Family Residential Atlas Page: 283A To: Residential Low (RL) Low Medium Density Residential (LMDR) 45144 05311 B A J I 2345 67 8910 11 12 13 14 15 16 17 18 23456789 10 11 12 13 14 15 16 17 23456789 10 11 12 13 14 15 16 17 23456789 1 2 1516 17 18 3132 A B C 1 34/02 HOYT AVE MOSS AVE MERRILL AVE GRAND VIEW AVE N McMULLEN BOOTH RD WOLFE RD THOMAS RD SAN MATEO ST 601 511 505 421 701 409 607 707 5013077305930773052307030703041307130413070304130473046 31083052307630653047304030463030305330403058306530643053305230473071306431023076305930593058305330353100305830773035306430713065510 00 602 08 3107303130463076310431093040-Not to Scale--Not a Survey-Rev. 10/16/2018 LOCATION MAP Owner(s): David A. Kloczkowski Ha T. Mai & Thai Mai Case: ANX2018-10019 Site: 3040 Hoyt Avenue 3076 Hoyt Avenue Property Size(Acres): ROW (Acres): 0.370 Land Use Zoning PIN: 09-29-16-45144-009-0110 09-29-16-45144-009-0170 From : Residential Low (RL) R-4, One, Two, Three Family Residential Atlas Page: 283A To: Residential Low (RL) Low Medium Density Residential (LMDR) DREW ST MOSS AVE N McMULLEN BOOTH RD MADERA AVE MERRILL AVE HOYT AVE GRAND VIEW AVE CHAMBLEE LN BORDEAUX LN WOLFE RD LAKE VISTA DR GLEN OAK AVE N THOMAS RD SAN MATEO ST TERRACE VIEW LN SAN BERNADINO ST ^-Not to Scale--Not a Survey-^ Rev. 10/16/2018 AERIAL PHOTOGRAPH Owner(s): David A. Kloczkowski Ha T. Mai & Thai Mai Case: ANX2018-10019 Site: 3040 Hoyt Avenue 3076 Hoyt Avenue Property Size(Acres): ROW (Acres): 0.370 Land Use Zoning PIN: 09-29-16-45144-009-0110 09-29-16-45144-009-0170 From : Residential Low (RL) R-4, One, Two, Three Family Residential Atlas Page: 283A To: Residential Low (RL) Low Medium Density Residential (LMDR) MOSS AVE MOSS AVE HOYT AVE HOYT AVE MERRILL AVE MERRILL AVE GRAND VIEW AVE GRAND VIEW AVE N McMULLEN BOOTH RD N McMULLEN BOOTH RD WOLFE RD WOLFE RD THOMAS RD THOMAS RD SAN MATEO ST SAN MATEO ST -Not to Scale--Not a Survey-Rev. 10/16/2018 EXISTING SURROUNDING USES MAP Owner(s): David A. Kloczkowski Ha T. Mai & Thai Mai Case: ANX2018-10019 Site: 3040 Hoyt Avenue 3076 Hoyt Avenue Property Size(Acres): ROW (Acres): 0.370 Land Use Zoning PIN: 09-29-16-45144-009-0110 09-29-16-45144-009-0170 From : Residential Low (RL) R-4, One, Two, Three Family Residential Atlas Page: 283A To: Residential Low (RL) Low Medium Density Residential (LMDR) 45144 05311 B A J I 2345 67 8910 11 12 13 14 15 16 17 18 23456789 10 11 12 13 14 15 16 17 23456789 10 11 12 13 14 15 16 17 23456789 1 2 1516 17 18 3132 A B C 1 34/02 HOYT AVE MOSS AVE MERRILL AVE GRAND VIEW AVE N McMULLEN BOOTH RD WOLFE RD THOMAS RD SAN MATEO ST 601 511 505 421 701 409 607 707 5013077305930773052307030703041307130413070304130473046 31083052307630653047304030463030305330403058306530643053305230473071306431023076305930593058305330353100305830773035306430713065510 00 602 08 3107303130463076310431093040-Not to Scale--Not a Survey-Rev. 10/16/2018 Single Family Residential Single Family Residential Single Family Residential Single Family Residential ANX2018-10019 David A. Kloczkowski 3040 Hoyt Avenue View looking north at subject property, 3040 Hoyt Avenue. West of the subject property East of the subject property Across the street, to the south of the subject property View looking easterly along Hoyt Avenue View looking westerly along Hoyt Avenue ANX2018-10019 Ha T. & Thai Mai 3076 Hoyt Avenue View looking north at subject property, 3064 Hoyt Avenue. West of the subject property East of the subject property Across the street, to the south of the subject property View looking easterly along Hoyt Avenue View looking westerly along Hoyt Avenue Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: 9212-19 2nd rdg Agenda Date: 2/7/2019 Status: Second ReadingVersion: 1 File Type: OrdinanceIn Control: Legal Department Agenda Number: 9.3 SUBJECT/RECOMMENDATION: Adopt Ordinance 9212-19 on second reading, amending the future land use plan element of the Comprehensive Plan of the city to designate the land use for certain real properties whose post office addresses are 3040 and 3076 Hoyt Avenue, Clearwater, Florida 33759, upon annexation into the City of Clearwater, as Residential Low (RL). SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 2/7/2019 Ordinance No. 9212-19 ORDINANCE NO. 9212-19 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, AMENDING THE FUTURE LAND USE ELEMENT OF THE COMPREHENSIVE PLAN OF THE CITY, TO DESIGNATE THE LAND USE FOR CERTAIN REAL PROPERTIES LOCATED GENERALLY NORTH OF DREW STREET, SOUTH OF SR 590, AND WITHIN ¼ MILE WEST OF NORTH MCMULLEN BOOTH ROAD, WHOSE POST OFFICE ADDRESSES ARE 3040 AND 3076 HOYT AVENUE, ALL IN CLEARWATER, FLORIDA 33759, UPON ANNEXATION INTO THE CITY OF CLEARWATER, AS RESIDENTIAL LOW (RL); PROVIDING AN EFFECTIVE DATE. WHEREAS, the amendment to the Future Land Use Element of the Comprehensive Plan of the City as set forth in this ordinance is found to be reasonable, proper and appropriate, and is consistent with the City's Comprehensive Plan; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. The Future Land Use Element of the Comprehensive Plan of the City of Clearwater is amended by designating the land use category for the hereinafter described properties, upon annexation into the City of Clearwater, as follows: Property Land Use Category See attached Exhibit A for legal descriptions; Residential Low (RL) (ANX2018-10019) The map attached as Exhibit B is hereby incorporated by reference. Section 2. The City Council does hereby certify that this ordinance is consistent with the City’s Comprehensive Plan. Section 3. This ordinance shall take effect immediately upon adoption, contingent upon and subject to the adoption of Ordinance No. 9211-19. Ordinance No. 9212-19 PASSED ON FIRST READING PASSED ON SECOND AND FINAL READING AND ADOPTED George N. Cretekos Mayor Approved as to form: Michael P. Fuino Assistant City Attorney Attest: Rosemarie Call City Clerk Exhibit A LEGAL DESCRIPTIONS ANX2018‐10019 ======================================================================================== No. Parcel ID Lot No., Block No. Address 1. 09-29-16-45144-009-0110 Lot 11, Block I 3040 Hoyt Avenue 2. 09-29-16-45144-009-0170 Lot 17, Block I 3076 Hoyt Avenue The above in KAPOK TERRACE FIRST ADDITION, as recorded in PLAT BOOK 49, PAGE 48, of the Public Records of Pinellas County, Florida. Exhibit B PROPOSED FUTURE LAND USE MAP Owner(s): David A. Kloczkowski Ha T. Mai & Thai Mai Case: ANX2018-10019 Site: 3040 Hoyt Avenue 3076 Hoyt Avenue Property Size(Acres): ROW (Acres): 0.370 Land Use Zoning PIN: 09-29-16-45144-009-0110 09-29-16-45144-009-0170 From : Residential Low (RL) R-4, One, Two, Three Family Residential Atlas Page: 283A To: Residential Low (RL) Low Medium Density Residential (LMDR) 45144 05311 B A J I 2345 67 8910 11 12 13 14 15 16 17 18 23456789 10 11 12 13 14 15 16 17 23456789 10 11 12 13 14 15 16 17 23456789 1 2 1516 17 18 3132 A B C 1 34/02 HOYT AVE MOSS AVE MERRILL AVE GRAND VIEW AVE N McMULLEN BOOTH RD WOLFE RD THOMAS RD SAN MATEO ST RL RL RL RL R/OS RU RU RU RU R/OS RL RL RL RL 601 511 505 421 701 607 707 30773059307730523070307030413071307030413047304631083052307630653047304030463030305330403058306530643053305230473071306431023076305930593058305330353100305830773035306430713065510 00 602 409 501 08 31073041303130463076310431093040-Not to Scale--Not a Survey-Rev. 10/16/2018 LOCATION MAP Owner(s): David A. Kloczkowski Ha T. Mai & Thai Mai Case: ANX2018-10019 Site: 3040 Hoyt Avenue 3076 Hoyt Avenue Property Size(Acres): ROW (Acres): 0.370 Land Use Zoning PIN: 09-29-16-45144-009-0110 09-29-16-45144-009-0170 From : Residential Low (RL) R-4, One, Two, Three Family Residential Atlas Page: 283A To: Residential Low (RL) Low Medium Density Residential (LMDR) DREW ST MOSS AVE N McMULLEN BOOTH RD MADERA AVE MERRILL AVE HOYT AVE GRAND VIEW AVE CHAMBLEE LN BORDEAUX LN WOLFE RD LAKE VISTA DR GLEN OAK AVE N THOMAS RD SAN MATEO ST TERRACE VIEW LN SAN BERNADINO ST ^-Not to Scale--Not a Survey-^ Rev. 10/16/2018 AERIAL PHOTOGRAPH Owner(s): David A. Kloczkowski Ha T. Mai & Thai Mai Case: ANX2018-10019 Site: 3040 Hoyt Avenue 3076 Hoyt Avenue Property Size(Acres): ROW (Acres): 0.370 Land Use Zoning PIN: 09-29-16-45144-009-0110 09-29-16-45144-009-0170 From : Residential Low (RL) R-4, One, Two, Three Family Residential Atlas Page: 283A To: Residential Low (RL) Low Medium Density Residential (LMDR) MOSS AVE MOSS AVE HOYT AVE HOYT AVE MERRILL AVE MERRILL AVE GRAND VIEW AVE GRAND VIEW AVE N McMULLEN BOOTH RD N McMULLEN BOOTH RD WOLFE RD WOLFE RD THOMAS RD THOMAS RD SAN MATEO ST SAN MATEO ST -Not to Scale--Not a Survey-Rev. 10/16/2018 EXISTING SURROUNDING USES MAP Owner(s): David A. Kloczkowski Ha T. Mai & Thai Mai Case: ANX2018-10019 Site: 3040 Hoyt Avenue 3076 Hoyt Avenue Property Size(Acres): ROW (Acres): 0.370 Land Use Zoning PIN: 09-29-16-45144-009-0110 09-29-16-45144-009-0170 From : Residential Low (RL) R-4, One, Two, Three Family Residential Atlas Page: 283A To: Residential Low (RL) Low Medium Density Residential (LMDR) 45144 05311 B A J I 2345 67 8910 11 12 13 14 15 16 17 18 23456789 10 11 12 13 14 15 16 17 23456789 10 11 12 13 14 15 16 17 23456789 1 2 1516 17 18 3132 A B C 1 34/02 HOYT AVE MOSS AVE MERRILL AVE GRAND VIEW AVE N McMULLEN BOOTH RD WOLFE RD THOMAS RD SAN MATEO ST 601 511 505 421 701 409 607 707 5013077305930773052307030703041307130413070304130473046 31083052307630653047304030463030305330403058306530643053305230473071306431023076305930593058305330353100305830773035306430713065510 00 602 08 3107303130463076310431093040-Not to Scale--Not a Survey-Rev. 10/16/2018 Single Family Residential Single Family Residential Single Family Residential Single Family Residential ANX2018-10019 David A. Kloczkowski 3040 Hoyt Avenue View looking north at subject property, 3040 Hoyt Avenue. West of the subject property East of the subject property Across the street, to the south of the subject property View looking easterly along Hoyt Avenue View looking westerly along Hoyt Avenue ANX2018-10019 Ha T. & Thai Mai 3076 Hoyt Avenue View looking north at subject property, 3064 Hoyt Avenue. West of the subject property East of the subject property Across the street, to the south of the subject property View looking easterly along Hoyt Avenue View looking westerly along Hoyt Avenue Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: 9213-19 Agenda Date: 2/7/2019 Status: Second ReadingVersion: 1 File Type: OrdinanceIn Control: Legal Department Agenda Number: 9.4 SUBJECT/RECOMMENDATION: Adopt Ordinance 9213-19 on second reading, amending the Zoning Atlas by zoning certain real properties whose post office addresses are 3040 and 3076 Hoyt Avenue, Clearwater, Florida 33759, upon annexation into the City of Clearwater, as Low Medium Density Residential (LMDR). SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 2/7/2019 Ordinance No. 9213-19 ORDINANCE NO. 9213-19 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, AMENDING THE ZONING ATLAS OF THE CITY BY ZONING CERTAIN REAL PROPERTIES LOCATED GENERALLY NORTH OF DREW STREET, SOUTH OF SR 590, AND WITHIN ¼ MILE WEST OF NORTH MCMULLEN BOOTH ROAD, WHOSE POST OFFICE ADDRESSES ARE 3040 AND 3076 HOYT AVENUE, ALL IN CLEARWATER, FLORIDA 33759, UPON ANNEXATION INTO THE CITY OF CLEARWATER, AS LOW MEDIUM DENSITY RESIDENTIAL (LMDR); PROVIDING AN EFFECTIVE DATE. WHEREAS, the assignment of a zoning classification as set forth in this ordinance is found to be reasonable, proper and appropriate, and is consistent with the City's Comprehensive Plan; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. The following described properties located in Pinellas County, Florida, are hereby zoned as indicated upon annexation into the City of Clearwater, and the Zoning Atlas of the City is amended, as follows: The map attached as Exhibit B is hereby incorporated by reference. Section 2. The City Engineer is directed to revise the Zoning Atlas of the City in accordance with the foregoing amendment. Section 3. This ordinance shall take effect immediately upon adoption, contingent upon and subject to the adoption of Ordinance No. 9211-19. Property Zoning District See attached Exhibit A for legal descriptions; Low Medium Density Residential (LMDR) (ANX2018-10019) Ordinance No. 9213-19 PASSED ON FIRST READING PASSED ON SECOND AND FINAL READING AND ADOPTED George N. Cretekos Mayor Approved as to form: Michael P. Fuino Assistant City Attorney Attest: Rosemarie Call City Clerk Exhibit A LEGAL DESCRIPTIONS ANX2018‐10019 ======================================================================================== No. Parcel ID Lot No., Block No. Address 1. 09-29-16-45144-009-0110 Lot 11, Block I 3040 Hoyt Avenue 2. 09-29-16-45144-009-0170 Lot 17, Block I 3076 Hoyt Avenue The above in KAPOK TERRACE FIRST ADDITION, as recorded in PLAT BOOK 49, PAGE 48, of the Public Records of Pinellas County, Florida. Exhibit B PROPOSED ZONING MAP Owner(s): David A. Kloczkowski Ha T. Mai & Thai Mai Case: ANX2018-10019 Site: 3040 Hoyt Avenue 3076 Hoyt Avenue Property Size(Acres): ROW (Acres): 0.370 Land Use Zoning PIN: 09-29-16-45144-009-0110 09-29-16-45144-009-0170 From : Residential Low (RL) R-4, One, Two, Three Family Residential Atlas Page: 283A To: Residential Low (RL) Low Medium Density Residential (LMDR) 45144 05311 B A J I 2345 67 8910 11 12 13 14 15 16 17 18 23456789 10 11 12 13 14 15 16 17 23456789 10 11 12 13 14 15 16 17 23456789 1 2 1516 17 18 3132 A B C 1 34/02 HOYT AVE MOSS AVE MERRILL AVE GRAND VIEW AVE N McMULLEN BOOTH RD WOLFE RD THOMAS RD SAN MATEO ST LMDR OS/R 511510 505 421 602 701 409 607 707 5013077305930773052 3107307030703041307130413070304130473046310830523076304630653047304030463030305330583065306430533052304730713064310431023076305930593058305330353100305830773035306430713065601600 708 30313076304031093040-Not to Scale--Not a Survey-Rev. 10/16/2018 LOCATION MAP Owner(s): David A. Kloczkowski Ha T. Mai & Thai Mai Case: ANX2018-10019 Site: 3040 Hoyt Avenue 3076 Hoyt Avenue Property Size(Acres): ROW (Acres): 0.370 Land Use Zoning PIN: 09-29-16-45144-009-0110 09-29-16-45144-009-0170 From : Residential Low (RL) R-4, One, Two, Three Family Residential Atlas Page: 283A To: Residential Low (RL) Low Medium Density Residential (LMDR) DREW ST MOSS AVE N McMULLEN BOOTH RD MADERA AVE MERRILL AVE HOYT AVE GRAND VIEW AVE CHAMBLEE LN BORDEAUX LN WOLFE RD LAKE VISTA DR GLEN OAK AVE N THOMAS RD SAN MATEO ST TERRACE VIEW LN SAN BERNADINO ST ^-Not to Scale--Not a Survey-^ Rev. 10/16/2018 AERIAL PHOTOGRAPH Owner(s): David A. Kloczkowski Ha T. Mai & Thai Mai Case: ANX2018-10019 Site: 3040 Hoyt Avenue 3076 Hoyt Avenue Property Size(Acres): ROW (Acres): 0.370 Land Use Zoning PIN: 09-29-16-45144-009-0110 09-29-16-45144-009-0170 From : Residential Low (RL) R-4, One, Two, Three Family Residential Atlas Page: 283A To: Residential Low (RL) Low Medium Density Residential (LMDR) MOSS AVE MOSS AVE HOYT AVE HOYT AVE MERRILL AVE MERRILL AVE GRAND VIEW AVE GRAND VIEW AVE N McMULLEN BOOTH RD N McMULLEN BOOTH RD WOLFE RD WOLFE RD THOMAS RD THOMAS RD SAN MATEO ST SAN MATEO ST -Not to Scale--Not a Survey-Rev. 10/16/2018 EXISTING SURROUNDING USES MAP Owner(s): David A. Kloczkowski Ha T. Mai & Thai Mai Case: ANX2018-10019 Site: 3040 Hoyt Avenue 3076 Hoyt Avenue Property Size(Acres): ROW (Acres): 0.370 Land Use Zoning PIN: 09-29-16-45144-009-0110 09-29-16-45144-009-0170 From : Residential Low (RL) R-4, One, Two, Three Family Residential Atlas Page: 283A To: Residential Low (RL) Low Medium Density Residential (LMDR) 45144 05311 B A J I 2345 67 8910 11 12 13 14 15 16 17 18 23456789 10 11 12 13 14 15 16 17 23456789 10 11 12 13 14 15 16 17 23456789 1 2 1516 17 18 3132 A B C 1 34/02 HOYT AVE MOSS AVE MERRILL AVE GRAND VIEW AVE N McMULLEN BOOTH RD WOLFE RD THOMAS RD SAN MATEO ST 601 511 505 421 701 409 607 707 5013077305930773052307030703041307130413070304130473046 31083052307630653047304030463030305330403058306530643053305230473071306431023076305930593058305330353100305830773035306430713065510 00 602 08 3107303130463076310431093040-Not to Scale--Not a Survey-Rev. 10/16/2018 Single Family Residential Single Family Residential Single Family Residential Single Family Residential ANX2018-10019 David A. Kloczkowski 3040 Hoyt Avenue View looking north at subject property, 3040 Hoyt Avenue. West of the subject property East of the subject property Across the street, to the south of the subject property View looking easterly along Hoyt Avenue View looking westerly along Hoyt Avenue ANX2018-10019 Ha T. & Thai Mai 3076 Hoyt Avenue View looking north at subject property, 3064 Hoyt Avenue. West of the subject property East of the subject property Across the street, to the south of the subject property View looking easterly along Hoyt Avenue View looking westerly along Hoyt Avenue Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: 9214-19 2nd rdg Agenda Date: 2/7/2019 Status: Second ReadingVersion: 1 File Type: OrdinanceIn Control: Legal Department Agenda Number: 9.5 SUBJECT/RECOMMENDATION: Adopt Ordinance 9214-19 on second reading, annexing certain real properties whose post office addresses are 2655 Morningside Drive and 1835 Marilyn Drive, Clearwater, Florida 33759, into the corporate limits of the city and redefining the boundary lines of the city to include said addition. SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 2/7/2019 Ordinance No. 9214-19 ORDINANCE NO. 9214-19 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, ANNEXING CERTAIN REAL PROPERTIES LOCATED GENERALLY NORTH OF SR 590, WEST OF NORTH MCMULLEN BOOTH ROAD, EAST OF US HIGHWAY 19, AND SOUTH OF SUNSET POINT ROAD, WHOSE POST OFFICE ADDRESSES ARE 1836 MARILYN DRIVE AND 2655 MORNINGSIDE DRIVE, ALL IN CLEARWATER, FLORIDA 33759, INTO THE CORPORATE LIMITS OF THE CITY, AND REDEFINING THE BOUNDARY LINES OF THE CITY TO INCLUDE SAID ADDITION; PROVIDING AN EFFECTIVE DATE. WHEREAS, the owners of the real properties described herein and depicted on the map attached hereto as Exhibit B has petitioned the City of Clearwater to annex the property into the City pursuant to Section 171.044, Florida Statutes, and the Interlocal Service Boundary Agreement authorized by Section 171.204, Florida Statutes, and the City has complied with all applicable requirements of Florida law in connection with this ordinance; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. The following-described properties are hereby annexed into the City of Clearwater and the boundary lines of the City are redefined accordingly: See attached Exhibit A for legal descriptions. (ANX2018-10020) The map attached as Exhibit B is hereby incorporated by reference. Section 2. The provisions of this ordinance are found and determined to be consistent with the City of Clearwater Comprehensive Plan. The City Council hereby accepts the dedication of all easements, parks, rights-of-way and other dedications to the public, which have heretofore been made by plat, deed or user within the annexed property. The City Engineer, the City Clerk and the Planning and Development Director are directed to include and show the property described herein upon the official maps and records of the City. Section 3. This ordinance shall take effect immediately upon adoption. The City Clerk shall file certified copies of this ordinance, including the map attached hereto, with the Clerk of the Circuit Court and with the County Administrator of Pinellas County, Florida, within 7 days after adoption, and shall file a certified copy with the Florida Department of State within 30 days after adoption. Ordinance No. 9214-19 PASSED ON FIRST READING PASSED ON SECOND AND FINAL READING AND ADOPTED George N. Cretekos Mayor Approved as to form: Michael P. Fuino Assistant City Attorney Attest: Rosemarie Call City Clerk Exhibit A LEGAL DESCRIPTIONS ANX2018-10020 ========================================================================================= No. Parcel ID Lot No., Block No. Address 1. 05-29-16-13536-001-0190 Lot 19, Block A 2655 Morningside Drive The above in CARLTON TERRACE, as recorded in PLAT BOOK 41, PAGE 16, of the Public Records of Pinellas County, Florida. No. Parcel ID Lot No., Block No. Address 2. 05-29-16-13554-007-0150 Lot 15, Block G 1836 Marilyn Drive The above in CARLTON TERRACE 1ST ADDITION, as recorded in PLAT BOOK 43, PAGE 39, of the Public Records of Pinellas County, Florida. Exhibit B PROPOSED ANNEXATION Owner(s): Protected Owner Patricia M. Freund & William H. Gould Case: ANX2018-10020 Site: 2655 Morningside Drive 1836 Marilyn Drive Property Size(Acres): ROW (Acres): 0.381 Land Use Zoning PIN: 05-29-16-13536-001-0190 05-29-16-13554-007-0150 From : Residential Low (RL) R-3 Single Family Residential Atlas Page: 264A To: Residential Low (RL) Low Medium Density Residential (LMDR) 13554 C D E E G H A 3 17 18 19 20 21 22 23 24 25 26 27 9 10 11 12 13 14 15 16 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 1 2 3 4 5 6 7 8 1 2 1 2345 6 7 8 17 18 11516 WOODRING DR OWEN DR MORNINGSIDE DR AUDREY DR MARILYN DR CARDINAL DR N TERRACE DR EVANS DR 1800 1825 1837 271526842710265027151817 267226721843 2671268926492683271426661837 1831 26782648271026541807 1830 266526592665272027012675264526771831 1807 1800 1807 1785 1815 270727002701271926551813 1812 1824 1819 1836 1818 1807 18311830 1806 1813 1843 1812 1830 1830 1831 1836 1837 1812 1825 1837 1824 1800 1768 1818 27091836 1806 1825 1819 1812 1824 26601818 1813 18181821 1836 1806 1825 26431806 1764 1824 -Not to Scale--Not a Survey-Rev. 11/7/2018 LOCATION MAP Owner(s): Protected Owner Patricia M. Freund & William H. Gould Case: ANX2018-10020 Site: 2655 Morningside Drive 1836 Marilyn Drive Property Size(Acres): ROW (Acres): 0.381 Land Use Zoning PIN: 05-29-16-13536-001-0190 05-29-16-13554-007-0150 From : Residential Low (RL) R-3 Single Family Residential Atlas Page: 264A To: Residential Low (RL) Low Medium Density Residential (LMDR) US-19 NSOUTH DR SUNSET POINT RD E US-19 FRONTAGE RDW US-19 FRONTAGE RDMORNINGSIDE DR WOODRING DR DIANE DR EVANS DR N TERRACE DR OWEN DR LUCAS DR GROVE DR CARLTON DR AUDREY DR THOMAS DR CARDINAL DR SKYLAND DR MARILYN DR DIANE TER N TERRACE DR HARBOR CIR AUDREY DR OWEN DR CARDINAL DR AUDREY DR ^-Not to Scale--Not a Survey-^ Rev. 10/17/2018 AERIAL PHOTOGRAPH Owner(s): Protected Owner Patricia M. Freund & William H. Gould Case: ANX2018-10020 Site: 2655 Morningside Drive 1836 Marilyn Drive Property Size(Acres): ROW (Acres): 0.381 Land Use Zoning PIN: 05-29-16-13536-001-0190 05-29-16-13554-007-0150 From : Residential Low (RL) R-3 Single Family Residential Atlas Page: 264A To: Residential Low (RL) Low Medium Density Residential (LMDR) WOODRING DR WOODRING DR OWEN DR OWEN DR MORNINGSIDE DR MORNINGSIDE DR AUDREY DR AUDREY DR MARILYN DR MARILYN DR CARDINAL DR CARDINAL DR N TERRACE DR N TERRACE DR EVANS DR EVANS DR -Not to Scale--Not a Survey-Rev. 10/17/2018 EXISTING SURROUNDING USES MAP Owner(s): Protected Owner Patricia M. Freund & William H. Gould Case: ANX2018-10020 Site: 2655 Morningside Drive 1836 Marilyn Drive Property Size(Acres): ROW (Acres): 0.381 Land Use Zoning PIN: 05-29-16-13536-001-0190 05-29-16-13554-007-0150 From : Residential Low (RL) R-3 Single Family Residential Atlas Page: 264A To: Residential Low (RL) Low Medium Density Residential (LMDR) 13554 C D E E G H A 3 17 18 19 20 21 22 23 24 25 26 27 9 10 11 12 13 14 15 16 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 1 2 3 4 5 6 7 8 1 2 1 2345 6 7 8 17 18 11516 WOODRING DR OWEN DR MORNINGSIDE DR AUDREY DR MARILYN DR CARDINAL DR N TERRACE DR EVANS DR 1800 1825 1837 271526842710265027151817 267226721843 2671268926492683271426661837 1831 26782648271026541807 1830 266526592665272027012675264526771831 1807 1800 1807 1785 1815 270727002701271926551813 1812 1824 1819 1836 1818 1807 18311830 1806 1813 1843 1812 1830 1830 1831 1836 1837 1812 1825 1837 1824 1800 1768 1818 27091836 1806 1825 1819 1812 1824 26601818 1813 18181821 1836 1806 1825 26431806 1764 1824 -Not to Scale--Not a Survey-Rev. 11/7/2018 Single Family Residential Single Family Residential Single Family Residential Single Family Residential ANX2018-10020 Patricia M. Freund & William H. Gould 1836 Marilyn Drive View looking west at subject property, 1836 Marilyn Drive. South of the subject property North of the subject property Across the street, to the east of the subject property View looking northerly along Marilyn Drive View looking southerly along Marilyn Drive ANX2018-10020 Protected Owners 2655 Morningside Drive View looking south at subject property, 2655 Morningside Drive. West of the subject property East of the subject property Across the street, to the north of the subject property View looking easterly along Morningside Drive View looking westerly along Morningside Drive Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: 9215-19 2nd rdg Agenda Date: 2/7/2019 Status: Second ReadingVersion: 1 File Type: OrdinanceIn Control: Legal Department Agenda Number: 9.6 SUBJECT/RECOMMENDATION: Adopt Ordinance 9215-19 on second reading, amending the future land use plan element of the Comprehensive Plan of the city to designate the land use for certain real properties whose post office addresses are 2655 Morningside Drive and 1835 Marilyn Drive, Clearwater, Florida 33759, upon annexation into the City of Clearwater, as Residential Low (RL). SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 2/7/2019 Ordinance No. 9215-19 ORDINANCE NO. 9215-19 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, AMENDING THE FUTURE LAND USE ELEMENT OF THE COMPREHENSIVE PLAN OF THE CITY, TO DESIGNATE THE LAND USE FOR CERTAIN REAL PROPERTIES LOCATED GENERALLY NORTH OF SR 590, WEST OF NORTH MCMULLEN BOOTH ROAD, EAST OF US HIGHWAY 19, AND SOUTH OF SUNSET POINT ROAD, WHOSE POST OFFICE ADDRESSES ARE 1836 MARILYN DRIVE AND 2655 MORNINGSIDE DRIVE, ALL IN CLEARWATER, FLORIDA 33759, UPON ANNEXATION INTO THE CITY OF CLEARWATER, AS RESIDENTIAL LOW (RL); PROVIDING AN EFFECTIVE DATE. WHEREAS, the amendment to the Future Land Use Element of the Comprehensive Plan of the City as set forth in this ordinance is found to be reasonable, proper and appropriate, and is consistent with the City's Comprehensive Plan; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. The Future Land Use Element of the Comprehensive Plan of the City of Clearwater is amended by designating the land use category for the hereinafter described properties, upon annexation into the City of Clearwater, as follows: Property Land Use Category See attached Exhibit A for legal descriptions; Residential Low (RL) (ANX2018-10020) The map attached as Exhibit B is hereby incorporated by reference. Section 2. The City Council does hereby certify that this ordinance is consistent with the City’s Comprehensive Plan. Section 3. This ordinance shall take effect immediately upon adoption, contingent upon and subject to the adoption of Ordinance No. 9214-19. Ordinance No. 9215-19 PASSED ON FIRST READING PASSED ON SECOND AND FINAL READING AND ADOPTED George N. Cretekos Mayor Approved as to form: Michael P. Fuino Assistant City Attorney Attest: Rosemarie Call City Clerk Exhibit A LEGAL DESCRIPTIONS ANX2018-10020 ========================================================================================= No. Parcel ID Lot No., Block No. Address 1. 05-29-16-13536-001-0190 Lot 19, Block A 2655 Morningside Drive The above in CARLTON TERRACE, as recorded in PLAT BOOK 41, PAGE 16, of the Public Records of Pinellas County, Florida. No. Parcel ID Lot No., Block No. Address 2. 05-29-16-13554-007-0150 Lot 15, Block G 1836 Marilyn Drive The above in CARLTON TERRACE 1ST ADDITION, as recorded in PLAT BOOK 43, PAGE 39, of the Public Records of Pinellas County, Florida. Exhibit B PROPOSED FUTURE LAND USE MAP Owner(s): Protected Owner Patricia M. Freund & William H. Gould Case: ANX2018-10020 Site: 2655 Morningside Drive 1836 Marilyn Drive Property Size(Acres): ROW (Acres): 0.381 Land Use Zoning PIN: 05-29-16-13536-001-0190 05-29-16-13554-007-0150 From : Residential Low (RL) R-3 Single Family Residential Atlas Page: 264A To: Residential Low (RL) Low Medium Density Residential (LMDR) 13554 C D E E G H A 3 17 18 19 20 21 22 23 24 25 26 27 9 10 11 12 13 14 15 16 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 1 2 3 4 5 6 7 8 1 2 1 2345 6 7 8 17 18 11516 WOODRING DR OWEN DR MORNINGSIDE DR AUDREY DR MARILYN DR CARDINAL DR N TERRACE DR EVANS DR RL RL RL RL RL RL RL RLRLP P RL RU RL 1800 1825 1837 271526842710265027151817 267226721843 267126892649268326661837 1831 26782648271026541807 1830 266526592665272027012675264526771831 1807 1800 1807 1785 1815 27072700270126551813 1812 1824 1819 1836 1818 1807 18311830 1806 1813 1843 1812 1830 1830 1831 1836 1837 1812 1825 27141837 1824 1800 1768 1818 27091836 1806 1825 1819 1812 1824 26601818 1813 18181821 1836 1806 1825 26431806 1764 27191824 -Not to Scale--Not a Survey-Rev. 11/7/2018 LOCATION MAP Owner(s): Protected Owner Patricia M. Freund & William H. Gould Case: ANX2018-10020 Site: 2655 Morningside Drive 1836 Marilyn Drive Property Size(Acres): ROW (Acres): 0.381 Land Use Zoning PIN: 05-29-16-13536-001-0190 05-29-16-13554-007-0150 From : Residential Low (RL) R-3 Single Family Residential Atlas Page: 264A To: Residential Low (RL) Low Medium Density Residential (LMDR) US-19 NSOUTH DR SUNSET POINT RD E US-19 FRONTAGE RDW US-19 FRONTAGE RDMORNINGSIDE DR WOODRING DR DIANE DR EVANS DR N TERRACE DR OWEN DR LUCAS DR GROVE DR CARLTON DR AUDREY DR THOMAS DR CARDINAL DR SKYLAND DR MARILYN DR DIANE TER N TERRACE DR HARBOR CIR AUDREY DR OWEN DR CARDINAL DR AUDREY DR ^-Not to Scale--Not a Survey-^ Rev. 10/17/2018 AERIAL PHOTOGRAPH Owner(s): Protected Owner Patricia M. Freund & William H. Gould Case: ANX2018-10020 Site: 2655 Morningside Drive 1836 Marilyn Drive Property Size(Acres): ROW (Acres): 0.381 Land Use Zoning PIN: 05-29-16-13536-001-0190 05-29-16-13554-007-0150 From : Residential Low (RL) R-3 Single Family Residential Atlas Page: 264A To: Residential Low (RL) Low Medium Density Residential (LMDR) WOODRING DR WOODRING DR OWEN DR OWEN DR MORNINGSIDE DR MORNINGSIDE DR AUDREY DR AUDREY DR MARILYN DR MARILYN DR CARDINAL DR CARDINAL DR N TERRACE DR N TERRACE DR EVANS DR EVANS DR -Not to Scale--Not a Survey-Rev. 10/17/2018 EXISTING SURROUNDING USES MAP Owner(s): Protected Owner Patricia M. Freund & William H. Gould Case: ANX2018-10020 Site: 2655 Morningside Drive 1836 Marilyn Drive Property Size(Acres): ROW (Acres): 0.381 Land Use Zoning PIN: 05-29-16-13536-001-0190 05-29-16-13554-007-0150 From : Residential Low (RL) R-3 Single Family Residential Atlas Page: 264A To: Residential Low (RL) Low Medium Density Residential (LMDR) 13554 C D E E G H A 3 17 18 19 20 21 22 23 24 25 26 27 9 10 11 12 13 14 15 16 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 1 2 3 4 5 6 7 8 1 2 1 2345 6 7 8 17 18 11516 WOODRING DR OWEN DR MORNINGSIDE DR AUDREY DR MARILYN DR CARDINAL DR N TERRACE DR EVANS DR 1800 1825 1837 271526842710265027151817 267226721843 2671268926492683271426661837 1831 26782648271026541807 1830 266526592665272027012675264526771831 1807 1800 1807 1785 1815 270727002701271926551813 1812 1824 1819 1836 1818 1807 18311830 1806 1813 1843 1812 1830 1830 1831 1836 1837 1812 1825 1837 1824 1800 1768 1818 27091836 1806 1825 1819 1812 1824 26601818 1813 18181821 1836 1806 1825 26431806 1764 1824 -Not to Scale--Not a Survey-Rev. 11/7/2018 Single Family Residential Single Family Residential Single Family Residential Single Family Residential ANX2018-10020 Patricia M. Freund & William H. Gould 1836 Marilyn Drive View looking west at subject property, 1836 Marilyn Drive. South of the subject property North of the subject property Across the street, to the east of the subject property View looking northerly along Marilyn Drive View looking southerly along Marilyn Drive ANX2018-10020 Protected Owners 2655 Morningside Drive View looking south at subject property, 2655 Morningside Drive. West of the subject property East of the subject property Across the street, to the north of the subject property View looking easterly along Morningside Drive View looking westerly along Morningside Drive Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: 9216-19 Agenda Date: 2/7/2019 Status: Second ReadingVersion: 1 File Type: OrdinanceIn Control: Legal Department Agenda Number: 9.7 SUBJECT/RECOMMENDATION: Adopt Ordinance 9216-19 on second reading, amending the Zoning Atlas by zoning certain real properties whose post office addresses are 2655 Morningside Drive and 1835 Marilyn Drive, Clearwater, Florida 33759, upon annexation into the City of Clearwater, as Low Medium Density Residential (LMDR). SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 2/7/2019 Ordinance No. 9216-19 ORDINANCE NO. 9216 -19 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, AMENDING THE ZONING ATLAS OF THE CITY BY ZONING CERTAIN REAL PROPERTIES LOCATED GENERALLY NORTH OF SR 590, WEST OF NORTH MCMULLEN BOOTH ROAD, EAST OF US HIGHWAY 19, AND SOUTH OF SUNSET POINT ROAD, WHOSE POST OFFICE ADDRESSES ARE 1836 MARILYN DRIVE AND 2655 MORNINGSIDE DRIVE, ALL IN CLEARWATER, FLORIDA 33759, UPON ANNEXATION INTO THE CITY OF CLEARWATER, AS LOW MEDIUM DENSITY RESIDENTIAL (LMDR); PROVIDING AN EFFECTIVE DATE. WHEREAS, the assignment of a zoning classification as set forth in this ordinance is found to be reasonable, proper and appropriate, and is consistent with the City's Comprehensive Plan; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. The following described properties located in Pinellas County, Florida, are hereby zoned as indicated upon annexation into the City of Clearwater, and the Zoning Atlas of the City is amended, as follows: The map attached as Exhibit B is hereby incorporated by reference. Section 2. The City Engineer is directed to revise the Zoning Atlas of the City in accordance with the foregoing amendment. Section 3. This ordinance shall take effect immediately upon adoption, contingent upon and subject to the adoption of Ordinance No. 9214-19. Property Zoning District See attached Exhibit A for legal descriptions; Low Medium Density Residential (LMDR) (ANX2018-10020) Ordinance No. 9216-19 PASSED ON FIRST READING PASSED ON SECOND AND FINAL READING AND ADOPTED George N. Cretekos Mayor Approved as to form: Michael P. Fuino Assistant City Attorney Attest: Rosemarie Call City Clerk Exhibit A LEGAL DESCRIPTIONS ANX2018-10020 ========================================================================================= No. Parcel ID Lot No., Block No. Address 1. 05-29-16-13536-001-0190 Lot 19, Block A 2655 Morningside Drive The above in CARLTON TERRACE, as recorded in PLAT BOOK 41, PAGE 16, of the Public Records of Pinellas County, Florida. No. Parcel ID Lot No., Block No. Address 2. 05-29-16-13554-007-0150 Lot 15, Block G 1836 Marilyn Drive The above in CARLTON TERRACE 1ST ADDITION, as recorded in PLAT BOOK 43, PAGE 39, of the Public Records of Pinellas County, Florida. Exhibit B PROPOSED ZONING MAP Owner(s): Protected Owner Patricia M. Freund & William H. Gould Case: ANX2018-10020 Site: 2655 Morningside Drive 1836 Marilyn Drive Property Size(Acres): ROW (Acres): 0.381 Land Use Zoning PIN: 05-29-16-13536-001-0190 05-29-16-13554-007-0150 From : Residential Low (RL) R-3 Single Family Residential Atlas Page: 264A To: Residential Low (RL) Low Medium Density Residential (LMDR) 13554 C D E E G H A 3 17 18 19 20 21 22 23 24 25 26 27 9 10 11 12 13 14 15 16 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 1 2 3 4 5 6 7 8 1 2 3 1 2345 6 7 8 17 18 11516 LMDR LMDR LMDR WOODRING DR OWEN DR MORNINGSIDE DR AUDREY DR MARILYN DR CARDINAL DR N TERRACE DR EVANS DR 1800 1825 1837 1836 1831 271526841813 271026501843 27151817 1830 267226721843 1836 267126892649268327141837 26661837 1831 26781800 26482710265418061807 1819 26651812 265918242665 2660272027011813 18181821 1836 2675264526771831 1807 1825 1807 1785 1764 1815 270727002701271926551813 1812 1824 1819 1818 1807 1830 1806 1812 1830 1831 1837 1812 1825 1824 1768 1818 27091836 1825 1830 1818 1806 1800 26431806 1824 -Not to Scale--Not a Survey-Rev. 11/7/2018 LOCATION MAP Owner(s): Protected Owner Patricia M. Freund & William H. Gould Case: ANX2018-10020 Site: 2655 Morningside Drive 1836 Marilyn Drive Property Size(Acres): ROW (Acres): 0.381 Land Use Zoning PIN: 05-29-16-13536-001-0190 05-29-16-13554-007-0150 From : Residential Low (RL) R-3 Single Family Residential Atlas Page: 264A To: Residential Low (RL) Low Medium Density Residential (LMDR) US-19 NSOUTH DR SUNSET POINT RD E US-19 FRONTAGE RDW US-19 FRONTAGE RDMORNINGSIDE DR WOODRING DR DIANE DR EVANS DR N TERRACE DR OWEN DR LUCAS DR GROVE DR CARLTON DR AUDREY DR THOMAS DR CARDINAL DR SKYLAND DR MARILYN DR DIANE TER N TERRACE DR HARBOR CIR AUDREY DR OWEN DR CARDINAL DR AUDREY DR ^-Not to Scale--Not a Survey-^ Rev. 10/17/2018 AERIAL PHOTOGRAPH Owner(s): Protected Owner Patricia M. Freund & William H. Gould Case: ANX2018-10020 Site: 2655 Morningside Drive 1836 Marilyn Drive Property Size(Acres): ROW (Acres): 0.381 Land Use Zoning PIN: 05-29-16-13536-001-0190 05-29-16-13554-007-0150 From : Residential Low (RL) R-3 Single Family Residential Atlas Page: 264A To: Residential Low (RL) Low Medium Density Residential (LMDR) WOODRING DR WOODRING DR OWEN DR OWEN DR MORNINGSIDE DR MORNINGSIDE DR AUDREY DR AUDREY DR MARILYN DR MARILYN DR CARDINAL DR CARDINAL DR N TERRACE DR N TERRACE DR EVANS DR EVANS DR -Not to Scale--Not a Survey-Rev. 10/17/2018 EXISTING SURROUNDING USES MAP Owner(s): Protected Owner Patricia M. Freund & William H. Gould Case: ANX2018-10020 Site: 2655 Morningside Drive 1836 Marilyn Drive Property Size(Acres): ROW (Acres): 0.381 Land Use Zoning PIN: 05-29-16-13536-001-0190 05-29-16-13554-007-0150 From : Residential Low (RL) R-3 Single Family Residential Atlas Page: 264A To: Residential Low (RL) Low Medium Density Residential (LMDR) 13554 C D E E G H A 3 17 18 19 20 21 22 23 24 25 26 27 9 10 11 12 13 14 15 16 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 1 2 3 4 5 6 7 8 1 2 1 2345 6 7 8 17 18 11516 WOODRING DR OWEN DR MORNINGSIDE DR AUDREY DR MARILYN DR CARDINAL DR N TERRACE DR EVANS DR 1800 1825 1837 271526842710265027151817 267226721843 2671268926492683271426661837 1831 26782648271026541807 1830 266526592665272027012675264526771831 1807 1800 1807 1785 1815 270727002701271926551813 1812 1824 1819 1836 1818 1807 18311830 1806 1813 1843 1812 1830 1830 1831 1836 1837 1812 1825 1837 1824 1800 1768 1818 27091836 1806 1825 1819 1812 1824 26601818 1813 18181821 1836 1806 1825 26431806 1764 1824 -Not to Scale--Not a Survey-Rev. 11/7/2018 Single Family Residential Single Family Residential Single Family Residential Single Family Residential ANX2018-10020 Patricia M. Freund & William H. Gould 1836 Marilyn Drive View looking west at subject property, 1836 Marilyn Drive. South of the subject property North of the subject property Across the street, to the east of the subject property View looking northerly along Marilyn Drive View looking southerly along Marilyn Drive ANX2018-10020 Protected Owners 2655 Morningside Drive View looking south at subject property, 2655 Morningside Drive. West of the subject property East of the subject property Across the street, to the north of the subject property View looking easterly along Morningside Drive View looking westerly along Morningside Drive Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: 9218-19 2nd rdg Agenda Date: 2/7/2019 Status: Second ReadingVersion: 1 File Type: OrdinanceIn Control: Legal Department Agenda Number: 9.8 SUBJECT/RECOMMENDATION: Adopt Ordinance 9218-19 on second reading, annexing certain real property whose post office address is 2720 Daniel Street, Clearwater, Florida 33761, into the corporate limits of the city and redefining the boundary lines of the city to include said addition. SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 2/7/2019 Ordinance No. 9218-19 ORDINANCE NO. 9218-19 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, ANNEXING CERTAIN REAL PROPERTY LOCATED ON THE WEST SIDE OF DANIEL STREET APPROXIMATELY 210 FEET SOUTHWEST OF CHARLES AVENUE WHOSE POST OFFICE ADDRESS IS 2720 DANIEL STREET, CLEARWATER, FLORIDA 33761, INTO THE CORPORATE LIMITS OF THE CITY, AND REDEFINING THE BOUNDARY LINES OF THE CITY TO INCLUDE SAID ADDITION; PROVIDING AN EFFECTIVE DATE. WHEREAS, the owner of the real property described herein and depicted on the map attached hereto as Exhibit A have petitioned the City of Clearwater to annex the property into the City pursuant to Section 171.044, Florida Statutes, and the City has complied with all applicable requirements of Florida law in connection with this ordinance; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. The following-described property is hereby annexed into the City of Clearwater and the boundary lines of the City are redefined accordingly: Lot 13, Block 1, ACKER’S SUBDIVISION, according to the map or plat thereof as recorded in Plat Book 30, Page 91, Public Records of Pinellas County, Florida. (ANX2018-11021) The map attached as Exhibit A is hereby incorporated by reference. Section 2. The provisions of this ordinance are found and determined to be consistent with the City of Clearwater Comprehensive Plan. The City Council hereby accepts the dedication of all easements, parks, rights-of-way and other dedications to the public, which have heretofore been made by plat, deed or user within the annexed property. The City Engineer, the City Clerk and the Planning and Development Director are directed to include and show the property described herein upon the official maps and records of the City. Section 3. This ordinance shall take effect immediately upon adoption. The City Clerk shall file certified copies of this ordinance, including the map attached hereto, with the Clerk of the Circuit Court and with the County Administrator of Pinellas County, Florida, within 7 days after adoption, and shall file a certified copy with the Florida Department of State within 30 days after adoption. Ordinance No. 9218-19 PASSED ON FIRST READING PASSED ON SECOND AND FINAL READING AND ADOPTED George N. Cretekos Mayor Approved as to form: Michael P. Fuino Assistant City Attorney Attest: Rosemarie Call City Clerk Exhibit A PROPOSED ANNEXATION Owner(s): Florida Dahlia LLC Case: ANX2018-11021 Site: 2720 Daniel Street Property Size(Acres): ROW (Acres): 0.179 Land Use Zoning PIN: 28-28-16-00036-001-0130 From : Residential Urban (RU) R-3 Single Family Residential Atlas Page: 212A To: Residential Urban (RU) Low Medium Density Residential (LMDR) 00104 00036 2 4 3 1 1 2 3 4 5 6 7 8 9 10 1314 15 16 17 18 19 20 21 22 23 1 2 3 4 5 6 7 8 9 1011 1 2 3 16171819 20 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 11 SR 580 DANIEL ST CHARLES AVE N McMULLEN BOOTH RD ALLEN AVE 307030602733271927272763276127352745275327372758 2754 30902760273430002730273627292715 305027892750274527302720275927232755-Not to Scale--Not a Survey-Rev. 11/14/2018 LOCATION MAP Owner(s): Florida Dahlia LLC Case: ANX2018-11021 Site: 2720 Daniel Street Property Size(Acres): ROW (Acres): 0.179 Land Use Zoning PIN: 28-28-16-00036-001-0130 From : Residential Urban (RU) R-3 Single Family Residential Atlas Page: 212A To: Residential Urban (RU) Low Medium Density Residential (LMDR) SR 580 DANIEL ST N McMULLEN BOOTH RD CHARLES AVE ALLEN AVE BURNTFORK DR CASCADE DR KENILWICK DR S^ PROJECT SITE -Not to Scale--Not a Survey-Rev. 11/14/2018 AERIAL PHOTOGRAPH Owner(s): Florida Dahlia LLC Case: ANX2018-11021 Site: 2720 Daniel Street Property Size(Acres): ROW (Acres): 0.179 Land Use Zoning PIN: 28-28-16-00036-001-0130 From : Residential Urban (RU) R-3 Single Family Residential Atlas Page: 212A To: Residential Urban (RU) Low Medium Density Residential (LMDR) SR 580 SR 580 DANIEL ST DANIEL ST CHARLES AVE CHARLES AVE N McMULLEN BOOTH RD N McMULLEN BOOTH RD ALLEN AVE ALLEN AVE -Not to Scale--Not a Survey-Rev. 11/14/2018 EXISTING SURROUNDING USES MAP Owner(s): Florida Dahlia LLC Case: ANX2018-11021 Site: 2720 Daniel Street Property Size(Acres): ROW (Acres): 0.179 Land Use Zoning PIN: 28-28-16-00036-001-0130 From : Residential Urban (RU) R-3 Single Family Residential Atlas Page: 212A To: Residential Urban (RU) Low Medium Density Residential (LMDR) 00104 00036 2 4 3 1 1 2 3 4 5 6 7 8 9 10 1314 15 16 17 18 19 20 21 22 23 1 2 3 4 5 6 7 8 9 1011 1 2 3 16171819 20 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 11 SR 580 DANIEL ST CHARLES AVE N McMULLEN BOOTH RD ALLEN AVE 307030602733271927272763276127352745275327372758 2754 30902760273430002730273627292715 305027892750274527302720275927232755-Not to Scale--Not a Survey-Rev. 11/14/2018 Offices Offices Offices Single Family Residential ANX2018-11021 Florida Dahlia, LLC 2720 Daniel Street View looking north at subject property, 2720 Daniel Street. West of the subject property East of the subject property Across the street, to the south of the subject property View looking easterly along Daniel Street View looking westerly along Daniel Street Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: 9219-19 2nd rdg Agenda Date: 2/7/2019 Status: Second ReadingVersion: 1 File Type: OrdinanceIn Control: Legal Department Agenda Number: 9.9 SUBJECT/RECOMMENDATION: Adopt Ordinance 9219-19 on second reading, amending the future land use plan element of the Comprehensive Plan of the city to designate the land use for certain real property whose post office address is 2720 Daniel Street, Clearwater, Florida 33761, upon annexation into the City of Clearwater, as Residential Urban (RU). SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 2/7/2019 Ordinance No. 9219-19 ORDINANCE NO. 9219-19 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, AMENDING THE FUTURE LAND USE ELEMENT OF THE COMPREHENSIVE PLAN OF THE CITY, TO DESIGNATE THE LAND USE FOR CERTAIN REAL PROPERTY LOCATED ON THE WEST SIDE OF DANIEL STREET APPROXIMATELY 210 FEET SOUTHWEST OF CHARLES AVENUE, WHOSE POST OFFICE ADDRESS IS 2720 DANIEL STREET, CLEARWATER, FLORIDA 33761, UPON ANNEXATION INTO THE CITY OF CLEARWATER, AS RESIDENTIAL URBAN (RU); PROVIDING AN EFFECTIVE DATE. WHEREAS, the amendment to the Future Land Use Element of the Comprehensive Plan of the City as set forth in this ordinance is found to be reasonable, proper and appropriate, and is consistent with the City's Comprehensive Plan; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. The Future Land Use Element of the Comprehensive Plan of the City of Clearwater is amended by designating the land use category for the hereinafter described property, upon annexation into the City of Clearwater, as follows: Property Land Use Category Lot 13, Block 1, ACKER’S SUBDIVISION, according to the map or plat thereof as recorded in Plat Book 30, Page 91, Public Records of Pinellas County, Florida; Residential Urban (RU) (ANX2018-11021) The map attached as Exhibit A is hereby incorporated by reference. Section 2. The City Council does hereby certify that this ordinance is consistent with the City’s Comprehensive Plan. Section 3. This ordinance shall take effect immediately upon adoption, contingent upon and subject to the adoption of Ordinance No. 9218-19. Ordinance No. 9219-19 PASSED ON FIRST READING PASSED ON SECOND AND FINAL READING AND ADOPTED George N. Cretekos Mayor Approved as to form: Michael P. Fuino Assistant City Attorney Attest: Rosemarie Call City Clerk Exhibit A PROPOSED FUTURE LAND USE MAP Owner(s): Florida Dahlia LLC Case: ANX2018-11021 Site: 2720 Daniel Street Property Size(Acres): ROW (Acres): 0.179 Land Use Zoning PIN: 28-28-16-00036-001-0130 From : Residential Urban (RU) R-3 Single Family Residential Atlas Page: 212A To: Residential Urban (RU) Low Medium Density Residential (LMDR) 00104 00036 2 4 3 1 1 2 3 4 5 6 7 8 9 10 1314 15 16 17 18 19 20 21 22 23 1 2 3 4 5 6 7 8 9 1011 1 2 3 16171819 20 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 11 I CG RH RU R/OG R/OG RU RU R/OG RU R/OGSR 580 DANIEL ST CHARLES AVE N McMULLEN BOOTH RD ALLEN AVE 307030602733271927272763276127352745275327372758 2754 3090276030002730273627292715 3050278927502745273027202759272327552734-Not to Scale--Not a Survey-Rev. 11/15/2018 LOCATION MAP Owner(s): Florida Dahlia LLC Case: ANX2018-11021 Site: 2720 Daniel Street Property Size(Acres): ROW (Acres): 0.179 Land Use Zoning PIN: 28-28-16-00036-001-0130 From : Residential Urban (RU) R-3 Single Family Residential Atlas Page: 212A To: Residential Urban (RU) Low Medium Density Residential (LMDR) SR 580 DANIEL ST N McMULLEN BOOTH RD CHARLES AVE ALLEN AVE BURNTFORK DR CASCADE DR KENILWICK DR S^ PROJECT SITE -Not to Scale--Not a Survey-Rev. 11/14/2018 AERIAL PHOTOGRAPH Owner(s): Florida Dahlia LLC Case: ANX2018-11021 Site: 2720 Daniel Street Property Size(Acres): ROW (Acres): 0.179 Land Use Zoning PIN: 28-28-16-00036-001-0130 From : Residential Urban (RU) R-3 Single Family Residential Atlas Page: 212A To: Residential Urban (RU) Low Medium Density Residential (LMDR) SR 580 SR 580 DANIEL ST DANIEL ST CHARLES AVE CHARLES AVE N McMULLEN BOOTH RD N McMULLEN BOOTH RD ALLEN AVE ALLEN AVE -Not to Scale--Not a Survey-Rev. 11/14/2018 EXISTING SURROUNDING USES MAP Owner(s): Florida Dahlia LLC Case: ANX2018-11021 Site: 2720 Daniel Street Property Size(Acres): ROW (Acres): 0.179 Land Use Zoning PIN: 28-28-16-00036-001-0130 From : Residential Urban (RU) R-3 Single Family Residential Atlas Page: 212A To: Residential Urban (RU) Low Medium Density Residential (LMDR) 00104 00036 2 4 3 1 1 2 3 4 5 6 7 8 9 10 1314 15 16 17 18 19 20 21 22 23 1 2 3 4 5 6 7 8 9 1011 1 2 3 16171819 20 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 11 SR 580 DANIEL ST CHARLES AVE N McMULLEN BOOTH RD ALLEN AVE 307030602733271927272763276127352745275327372758 2754 30902760273430002730273627292715 305027892750274527302720275927232755-Not to Scale--Not a Survey-Rev. 11/14/2018 Offices Offices Offices Single Family Residential ANX2018-11021 Florida Dahlia, LLC 2720 Daniel Street View looking north at subject property, 2720 Daniel Street. West of the subject property East of the subject property Across the street, to the south of the subject property View looking easterly along Daniel Street View looking westerly along Daniel Street Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: 9220-19 Agenda Date: 2/7/2019 Status: Second ReadingVersion: 1 File Type: OrdinanceIn Control: Legal Department Agenda Number: 9.10 SUBJECT/RECOMMENDATION: Adopt Ordinance 9220-19 on second reading, amending the Zoning Atlas by zoning certain real property whose post office address is 2720 Daniel Street, Clearwater, Florida 33761, upon annexation into the City of Clearwater, as Low Medium Density Residential (LMDR). SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 2/7/2019 Ordinance No. 9220-19 ORDINANCE NO. 9220-19 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, AMENDING THE ZONING ATLAS OF THE CITY BY ZONING CERTAIN REAL PROPERTY LOCATED ON THE WEST SIDE OF DANIEL STREET APPROXIMATELY 210 FEET SOUTHWEST OF CHARLES AVENUE, WHOSE POST OFFICE ADDRESS IS 2720 DANIEL STREET, CLEARWATER, FLORIDA 33761, UPON ANNEXATION INTO THE CITY OF CLEARWATER, AS LOW MEDIUM DENSITY RESIDENTIAL (LMDR); PROVIDING AN EFFECTIVE DATE. WHEREAS, the assignment of a zoning classification as set forth in this ordinance is found to be reasonable, proper and appropriate, and is consistent with the City's Comprehensive Plan; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. The following described property located in Pinellas County, Florida, is hereby zoned as indicated upon annexation into the City of Clearwater, and the Zoning Atlas of the City is amended, as follows: The map attached as Exhibit A is hereby incorporated by reference. Section 2. The City Engineer is directed to revise the Zoning Atlas of the City in accordance with the foregoing amendment. Section 3. This ordinance shall take effect immediately upon adoption, contingent upon and subject to the adoption of Ordinance No. 9218-19. Property Zoning District Lot 13, Block 1, ACKER’S SUBDIVISION, according to the map or plat thereof as recorded in Plat Book 30, Page 91, Public Records of Pinellas County, Florida; Low Medium Density Residential (LMDR) (ANX2018-11021) Ordinance No. 9220-19 PASSED ON FIRST READING PASSED ON SECOND AND FINAL READING AND ADOPTED George N. Cretekos Mayor Approved as to form: Michael P. Fuino Assistant City Attorney Attest: Rosemarie Call City Clerk Exhibit A PROPOSED ZONING MAP Owner(s): Florida Dahlia LLC Case: ANX2018-11021 Site: 2720 Daniel Street Property Size(Acres): ROW (Acres): 0.179 Land Use Zoning PIN: 28-28-16-00036-001-0130 From : Residential Urban (RU) R-3 Single Family Residential Atlas Page: 212A To: Residential Urban (RU) Low Medium Density Residential (LMDR) 00104 00036 2 4 3 1 1 2 3 4 5 6 7 8 9 10 1314 15 16 17 18 19 20 21 22 23 1 2 3 4 5 6 7 8 9 1011 1 2 3 16171819 20 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 11 SR 580 DANIEL ST CHARLES AVE N McMULLEN BOOTH RD ALLEN AVE I O O C O MHDR O 30703060273327272763276127352745275327372758 2754 30902760273430002730273627292715LMDR LMDR 3050278927192750274527302720275927232755-Not to Scale--Not a Survey-Rev. 11/14/2018 LOCATION MAP Owner(s): Florida Dahlia LLC Case: ANX2018-11021 Site: 2720 Daniel Street Property Size(Acres): ROW (Acres): 0.179 Land Use Zoning PIN: 28-28-16-00036-001-0130 From : Residential Urban (RU) R-3 Single Family Residential Atlas Page: 212A To: Residential Urban (RU) Low Medium Density Residential (LMDR) SR 580 DANIEL ST N McMULLEN BOOTH RD CHARLES AVE ALLEN AVE BURNTFORK DR CASCADE DR KENILWICK DR S^ PROJECT SITE -Not to Scale--Not a Survey-Rev. 11/14/2018 AERIAL PHOTOGRAPH Owner(s): Florida Dahlia LLC Case: ANX2018-11021 Site: 2720 Daniel Street Property Size(Acres): ROW (Acres): 0.179 Land Use Zoning PIN: 28-28-16-00036-001-0130 From : Residential Urban (RU) R-3 Single Family Residential Atlas Page: 212A To: Residential Urban (RU) Low Medium Density Residential (LMDR) SR 580 SR 580 DANIEL ST DANIEL ST CHARLES AVE CHARLES AVE N McMULLEN BOOTH RD N McMULLEN BOOTH RD ALLEN AVE ALLEN AVE -Not to Scale--Not a Survey-Rev. 11/14/2018 EXISTING SURROUNDING USES MAP Owner(s): Florida Dahlia LLC Case: ANX2018-11021 Site: 2720 Daniel Street Property Size(Acres): ROW (Acres): 0.179 Land Use Zoning PIN: 28-28-16-00036-001-0130 From : Residential Urban (RU) R-3 Single Family Residential Atlas Page: 212A To: Residential Urban (RU) Low Medium Density Residential (LMDR) 00104 00036 2 4 3 1 1 2 3 4 5 6 7 8 9 10 1314 15 16 17 18 19 20 21 22 23 1 2 3 4 5 6 7 8 9 1011 1 2 3 16171819 20 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 11 SR 580 DANIEL ST CHARLES AVE N McMULLEN BOOTH RD ALLEN AVE 307030602733271927272763276127352745275327372758 2754 30902760273430002730273627292715 305027892750274527302720275927232755-Not to Scale--Not a Survey-Rev. 11/14/2018 Offices Offices Offices Single Family Residential ANX2018-11021 Florida Dahlia, LLC 2720 Daniel Street View looking north at subject property, 2720 Daniel Street. West of the subject property East of the subject property Across the street, to the south of the subject property View looking easterly along Daniel Street View looking westerly along Daniel Street Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: 9221-19 2nd rdg Agenda Date: 2/7/2019 Status: Second ReadingVersion: 1 File Type: OrdinanceIn Control: Legal Department Agenda Number: 9.11 SUBJECT/RECOMMENDATION: Adopt Ordinance 9221-19 on second reading, annexing certain real properties whose post office addresses are 808 Glen Oak Avenue East, 3048 Lake Vista Drive, and 3064 Hoyt Avenue, Clearwater, Florida 33759, into the corporate limits of the city and redefining the boundary lines of the city to include said addition. SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 2/7/2019 Ordinance No. 9221-19 ORDINANCE NO. 9221-19 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, ANNEXING CERTAIN REAL PROPERTIES LOCATED GENERALLY NORTH OF DREW STREET, SOUTH OF SR 590, AND WITHIN ¼ MILE WEST OF NORTH MCMULLEN BOOTH ROAD WHOSE POST OFFICE ADDRESSES ARE 808 GLEN OAK AVENUE EAST, 3048 LAKE VISTA DRIVE, AND 3064 HOYT AVENUE, ALL IN CLEARWATER, FLORIDA 33759, INTO THE CORPORATE LIMITS OF THE CITY, AND REDEFINING THE BOUNDARY LINES OF THE CITY TO INCLUDE SAID ADDITION; PROVIDING AN EFFECTIVE DATE. WHEREAS, the owners of the real properties described herein and depicted on the map attached hereto as Exhibit B have petitioned the City of Clearwater to annex the properties into the City pursuant to Section 171.044, Florida Statutes, and the City has complied with all applicable requirements of Florida law in connection with this ordinance; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. The following-described properties are hereby annexed into the City of Clearwater and the boundary lines of the City are redefined accordingly: See attached Exhibit A for legal descriptions. (ANX2018-11022) The map attached as Exhibit B is hereby incorporated by reference. Section 2. The provisions of this ordinance are found and determined to be consistent with the City of Clearwater Comprehensive Plan. The City Council hereby accepts the dedication of all easements, parks, rights-of-way and other dedications to the public, which have heretofore been made by plat, deed or user within the annexed property. The City Engineer, the City Clerk and the Planning and Development Director are directed to include and show the property described herein upon the official maps and records of the City. Section 3. This ordinance shall take effect immediately upon adoption. The City Clerk shall file certified copies of this ordinance, including the map attached hereto, with the Clerk of the Circuit Court and with the County Administrator of Pinellas County, Florida, within 7 days after adoption, and shall file a certified copy with the Florida Department of State within 30 days after adoption. Ordinance No. 9221-19 PASSED ON FIRST READING PASSED ON SECOND AND FINAL READING AND ADOPTED George N. Cretekos Mayor Approved as to form: Michael P. Fuino Assistant City Attorney Attest: Rosemarie Call City Clerk Exhibit A LEGAL DESCRIPTIONS ANX2018-11022 ========================================================================================= No. Parcel ID Lot No., Block No. Address 1. 09-29-16-45126-004-0010 Lot 1, Block D 808 Glen Oak Avenue East 2. 09-29-16-45126-005-0130 Lot 13, Block E 3048 Lake Vista Drive The above in KAPOK TERRACE, as recorded in PLAT BOOK 36, PAGES 14 AND 15, of the Public Records of Pinellas County, Florida. No. Parcel ID Lot No., Block No. Address 3. 09-29-16-45144-009-0150 Lot 15, Block I 3064 Hoyt Avenue The above in KAPOK TERRACE FIRST ADDITION, as recorded in PLAT BOOK 49, PAGE 48, of the Public Records of Pinellas County, Florida. Exhibit B PROPOSED ANNEXATION Owner(s): George S. Persall, Dianne S. Pesall Two Protected Owners Case: ANX2018-11022 Site: 808 Glen Oak Avenue East 3048 Lake Vista Drive 3064 Hoyt Avenue Property Size(Acres): ROW (Acres): 0.604 Land Use Zoning PIN: 09-29-16-45126-004-0010 09-29-16-45126-005-0130 09-29-16-45144-009-0150 From : Residential Low (RL) R-3 Single Family Residential & R-4, One, Two, Three Family Residential Atlas Page: 283A To: Residential Low (RL) Low Medium Density Residential (LMDR) LAKE LOUISE LAKE LOUISE LAKE CAROL 88245 20808 05310 45144 82890 45126 05311 E F C D G B AH O J I 234 5 6 7 8 9 10 11 1 2 3 456 (7) 1234567 8 9 10 11 12 13 14 123456 7 8 9 10 11 1 2 3 4 5 6 7 8 9101112 13 2345 678910 11 12 13 14 15 16 17 18 23456789 10 11 12 13 14 15 16 17 23456789 10 11 12 13 14 15 16 17 234567891 1 2 11 1 2 3 4 5 6 11213141516 17 18 19 20 21 2 22829303132 33 34 35 36 37 3 43 44 45 46 51 52 54 A B C D E F MN (14) 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 32/01 31/01 5 33/02 1.4 34/02 1.4 33/01 1.57 AC(C) AC(C) AC(C) AC(C)MOSS AVE MERRILL AVE HOYT AVE GRAND VIEW AVE N McMULLEN BOOTH RD LAKE VISTA DR GLEN OAK AVE N WOLFE RD TERRACE VIEW LN THOMAS RD GLEN OAK AVE ESAN MATEO ST SAN BERNADINO ST 601 511510 505 600 920 7 1 2 90 6 421 807 801 906 809 8 0 1 918 8 0 6 707 900 907 815 923 911 932 405 924 800 30063013300630033108301230003023300131183024300030263113305230253111301830013012912 701 602 910 607 911 901 916 904 915 914 8 0 0 501 808 908 7 0 8 307730593077311230133052304130493107301931133070307031253041312430413071304130703041304730313055304631193052311630123047307630463117304130653047307630363025306130353010304230203040312031253113300730813121304630303031301931193080305330343029304030743025300630583065306430533063304730473071312030463064310431023124305330763059305930073058303531093048306930213126304030753053303531143100303030583077302430353057306430713040310831123065-Not to Scale--Not a Survey-Rev. 11/15/2018 LOCATION MAP Owner(s): George S. Persall, Dianne S. Pesall Two Protected Owners Case: ANX2018-11022 Site: 808 Glen Oak Avenue East 3048 Lake Vista Drive 3064 Hoyt Avenue Property Size(Acres): ROW (Acres): 0.604 Land Use Zoning PIN: 09-29-16-45126-004-0010 09-29-16-45126-005-0130 09-29-16-45144-009-0150 From : Residential Low (RL) R-3 Single Family Residential & R-4, One, Two, Three Family Residential Atlas Page: 283A To: Residential Low (RL) Low Medium Density Residential (LMDR) DREW ST MOSS AVE N McMULLEN BOOTH RD MADERA AVE MERRILL AVE HOYT AVE GRAND VIEW AVE CHAMBLEE LN BORDEAUX LN WOLFE RD L A K E V IS T A D R GLEN OAK AVE N THOMAS RD SAN MATEO ST TERRACE VIEW LN SAN JOSE ST SAN BERNADINO ST ^-Not to Scale--Not a Survey-Rev. 11/15/2018 ^ ^ AERIAL PHOTOGRAPH Owner(s): George S. Persall, Dianne S. Pesall Two Protected Owners Case: ANX2018-11022 Site: 808 Glen Oak Avenue East 3048 Lake Vista Drive 3064 Hoyt Avenue Property Size(Acres): ROW (Acres): 0.604 Land Use Zoning PIN: 09-29-16-45126-004-0010 09-29-16-45126-005-0130 09-29-16-45144-009-0150 From : Residential Low (RL) R-3 Single Family Residential & R-4, One, Two, Three Family Residential Atlas Page: 283A To: Residential Low (RL) Low Medium Density Residential (LMDR) MOSS AVE MOSS AVE MERRILL AVE MERRILL AVE HOYT AVE HOYT AVE GRAND VIEW AVE GRAND VIEW AVE N McMULLEN BOOTH RD N McMULLEN BOOTH RD LAKE VISTA DR LAKE VISTA DR GLEN OAK AVE NGLEN OAK AVE N WOLFE RD WOLFE RD TERRACE VIEW LN TERRACE VIEW LN THOMAS RD THOMAS RD GLEN OAK AVE EGLEN OAK AVE ESAN MATEO ST SAN MATEO ST SAN BERNADINO ST SAN BERNADINO ST -Not to Scale--Not a Survey-Rev. 11/15/2018 EXISTING SURROUNDING USES MAP Owner(s): George S. Persall, Dianne S. Pesall Two Protected Owners Case: ANX2018-11022 Site: 808 Glen Oak Avenue East 3048 Lake Vista Drive 3064 Hoyt Avenue Property Size(Acres): ROW (Acres): 0.604 Land Use Zoning PIN: 09-29-16-45126-004-0010 09-29-16-45126-005-0130 09-29-16-45144-009-0150 From : Residential Low (RL) R-3 Single Family Residential & R-4, One, Two, Three Family Residential Atlas Page: 283A To: Residential Low (RL) Low Medium Density Residential (LMDR) LAKE LOUISE LAKE LOUISE LAKE CAROL 88245 20808 05310 45144 82890 45126 05311 E F C D G B AH O J I 234 5 6 7 8 9 10 11 1 2 3 456 (7) 1234567 8 9 10 11 12 13 14 123456 7 8 9 10 11 1 2 3 4 5 6 7 8 9101112 13 2345 678910 11 12 13 14 15 16 17 18 23456789 10 11 12 13 14 15 16 17 23456789 10 11 12 13 14 15 16 17 234567891 1 2 11 1 2 3 4 5 6 11213141516 17 18 19 20 21 2 22829303132 33 34 35 36 37 3 43 44 45 46 51 52 54 A B C D E F MN (14) 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 32/01 31/01 5 33/02 1.4 34/02 1.4 33/01 1.57 AC(C) AC(C) AC(C) AC(C)MOSS AVE MERRILL AVE HOYT AVE GRAND VIEW AVE N McMULLEN BOOTH RD LAKE VISTA DR GLEN OAK AVE N WOLFE RD TERRACE VIEW LN THOMAS RD GLEN OAK AVE ESAN MATEO ST SAN BERNADINO ST 601 511510 505 600 920 7 1 2 90 6 421 807 801 906 809 8 0 1 918 8 0 6 707 900 907 815 923 911 932 405 924 800 30063013300630033108301230003023300131183024300030263113305230253111301830013012912 701 602 910 607 911 901 916 904 915 914 8 0 0 501 808 908 7 0 8 307730593077311230133052304130493107301931133070307031253041312430413071304130703041304730313055304631193052311630123047307630463117304130653047307630363025306130353010304230203040312031253113300730813121304630303031301931193080305330343029304030743025300630583065306430533063304730473071312030463064310431023124305330763059305930073058303531093048306930213126304030753053303531143100303030583077302430353057306430713040310831123065-Not to Scale--Not a Survey-Rev. 11/15/2018 Single Family Residential Single Family Residential Single Family Residential Single Family Residential ANX2018-11022 George S. & Dianna S. Persall 808 Glen Oak Avenue E View looking west at subject property, 808 Glen Oak Avenue E. South of the subject property North of the subject property Across the street, to the east of the subject property View looking northerly along Glen Oak Avenue E View looking southerly along Glen Oak Avenue E ANX2018-11022 Protected Owners 3048 Lake Vista Drive View looking north at subject property, 3048 Lake Vista Drive. West of the subject property East of the subject property Across the street, to the south of the subject property View looking easterly along Lake Vista Drive View looking westerly along Lake Vista Drive ANX2018-11022 Protected Owners 3064 HoytAvenue View looking north at subject property, 3064 Hoyt Avenue. West of the subject property East of the subject property Across the street, to the south of the subject property View looking easterly along Hoyt Avenue View looking westerly along Hoyt Avenue Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: 9222-19 2nd rdg Agenda Date: 2/7/2019 Status: Second ReadingVersion: 1 File Type: OrdinanceIn Control: Legal Department Agenda Number: 9.12 SUBJECT/RECOMMENDATION: Adopt Ordinance 9222-19 on second reading, amending the future land use plan element of the Comprehensive Plan of the city to designate the land use for certain real properties whose post office addresses are 808 Glen Oak Avenue East, 3048 Lake Vista Drive, and 3064 Hoyt Avenue, Clearwater, Florida 33759, upon annexation into the City of Clearwater, as Residential Low (RL). SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 2/7/2019 Ordinance No. 9222-19 ORDINANCE NO. 9222-19 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, AMENDING THE FUTURE LAND USE ELEMENT OF THE COMPREHENSIVE PLAN OF THE CITY, TO DESIGNATE THE LAND USE FOR CERTAIN REAL PROPERTIES LOCATED GENERALLY NORTH OF DREW STREET, SOUTH OF SR 590, AND WITHIN ¼ MILE WEST OF NORTH MCMULLEN BOOTH ROAD, WHOSE POST OFFICE ADDRESSES ARE 808 GLEN OAK AVENUE EAST, 3048 LAKE VISTA DRIVE, AND 3064 HOYT AVENUE, ALL IN CLEARWATER, FLORIDA 33759, UPON ANNEXATION INTO THE CITY OF CLEARWATER, AS RESIDENTIAL LOW (RL); PROVIDING AN EFFECTIVE DATE. WHEREAS, the amendment to the Future Land Use Element of the Comprehensive Plan of the City as set forth in this ordinance is found to be reasonable, proper and appropriate, and is consistent with the City's Comprehensive Plan; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. The Future Land Use Element of the Comprehensive Plan of the City of Clearwater is amended by designating the land use category for the hereinafter described properties, upon annexation into the City of Clearwater, as follows: Property Land Use Category See attached Exhibit A for legal descriptions; Residential Low (RL) (ANX2018-11022) The map attached as Exhibit B is hereby incorporated by reference. Section 2. The City Council does hereby certify that this ordinance is consistent with the City’s Comprehensive Plan. Section 3. This ordinance shall take effect immediately upon adoption, contingent upon and subject to the adoption of Ordinance No. 9221-19. Ordinance No. 9222-19 PASSED ON FIRST READING PASSED ON SECOND AND FINAL READING AND ADOPTED George N. Cretekos Mayor Approved as to form: Michael P. Fuino Assistant City Attorney Attest: Rosemarie Call City Clerk Exhibit A LEGAL DESCRIPTIONS ANX2018-11022 ========================================================================================= No. Parcel ID Lot No., Block No. Address 1. 09-29-16-45126-004-0010 Lot 1, Block D 808 Glen Oak Avenue East 2. 09-29-16-45126-005-0130 Lot 13, Block E 3048 Lake Vista Drive The above in KAPOK TERRACE, as recorded in PLAT BOOK 36, PAGES 14 AND 15, of the Public Records of Pinellas County, Florida. No. Parcel ID Lot No., Block No. Address 3. 09-29-16-45144-009-0150 Lot 15, Block I 3064 Hoyt Avenue The above in KAPOK TERRACE FIRST ADDITION, as recorded in PLAT BOOK 49, PAGE 48, of the Public Records of Pinellas County, Florida. Exhibit B PROPOSED FUTURE LAND USE MAP Owner(s): George S. Persall, Dianne S. Pesall Two Protected Owners Case: ANX2018-11022 Site: 808 Glen Oak Avenue East 3048 Lake Vista Drive 3064 Hoyt Avenue Property Size(Acres): ROW (Acres): 0.604 Land Use Zoning PIN: 09-29-16-45126-004-0010 09-29-16-45126-005-0130 09-29-16-45144-009-0150 From : Residential Low (RL) R-3 Single Family Residential & R-4, One, Two, Three Family Residential Atlas Page: 283A To: Residential Low (RL) Low Medium Density Residential (LMDR) LAKE LOUISE LAKE LOUISE LAKE CAROL 88245 20808 05310 45144 82890 45126 05311 E F C D G B AH O N J I 234 5 6 7 8 9 10 11 1 2 3 456 (7) 1234567 8 9 10 11 12 13 14 123456 7 8 9 10 11 1 2 3 4 5 6 7 8 910111213 234567 8910 11 12 13 14 15 16 17 18 23456789 10 11 12 13 14 15 16 17 23456789 10 11 12 13 14 15 16 17 234567891 1 2 11 1 2 3 4 5 6 11213141516 17 18 19 20 21 2 22829303132 33 34 35 36 37 3 43 44 45 46 51 52 54 A B C D E F MN (14) 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 32/01 31/01 5 33/02 1.4 34/02 1.4 33/01 1.57 AC(C) AC(C) AC(C) AC(C)MOSS AVE MERRILL AVE HOYT AVE GRAND VIEW AVE N McMULLEN BOOTH RD LAKE VISTA DR GLEN OAK AVE N TERRACE VIEW LN GLEN OAK AVE EWOLFE RD THOMAS RD SAN MATEO ST SAN BERNADINO ST RL CG RL RL RLRL RL RL RL RL RL R/OS RU RU RU CG RU RH R/OS RU RL WATER RL WATER 601 511510 505 600 920 7 1 2 421 801 809 918 8 0 6 707 900 907 815 923 932 924 800 300630063003310830123000302330013118302430003026311330253018906 912 807 701 602 906 8 0 1 910 607 911 901 916 904 915 914 8 0 0 501 808 911 908 405 7 0 8 30773059307731123013305230413049310730193113307030703013312530413124304130713041307030413047303130553046311930523116301230473076304631173041306530473076303630253061303530103042302030403120312531133007308131213046303030313019311930803053303430293040307430253006305830653064305330633047305230473071312030463111306431043102312430533076305930593007305830353109304830693001302131263012304030753053303531143100303030583077302430353057306430713040310831123065-Not to Scale--Not a Survey-Rev. 11/15/2018 LOCATION MAP Owner(s): George S. Persall, Dianne S. Pesall Two Protected Owners Case: ANX2018-11022 Site: 808 Glen Oak Avenue East 3048 Lake Vista Drive 3064 Hoyt Avenue Property Size(Acres): ROW (Acres): 0.604 Land Use Zoning PIN: 09-29-16-45126-004-0010 09-29-16-45126-005-0130 09-29-16-45144-009-0150 From : Residential Low (RL) R-3 Single Family Residential & R-4, One, Two, Three Family Residential Atlas Page: 283A To: Residential Low (RL) Low Medium Density Residential (LMDR) DREW ST MOSS AVE N McMULLEN BOOTH RD MADERA AVE MERRILL AVE HOYT AVE GRAND VIEW AVE CHAMBLEE LN BORDEAUX LN WOLFE RD L A K E V IS T A D R GLEN OAK AVE N THOMAS RD SAN MATEO ST TERRACE VIEW LN SAN JOSE ST SAN BERNADINO ST ^-Not to Scale--Not a Survey-Rev. 11/15/2018 ^ ^ AERIAL PHOTOGRAPH Owner(s): George S. Persall, Dianne S. Pesall Two Protected Owners Case: ANX2018-11022 Site: 808 Glen Oak Avenue East 3048 Lake Vista Drive 3064 Hoyt Avenue Property Size(Acres): ROW (Acres): 0.604 Land Use Zoning PIN: 09-29-16-45126-004-0010 09-29-16-45126-005-0130 09-29-16-45144-009-0150 From : Residential Low (RL) R-3 Single Family Residential & R-4, One, Two, Three Family Residential Atlas Page: 283A To: Residential Low (RL) Low Medium Density Residential (LMDR) MOSS AVE MOSS AVE MERRILL AVE MERRILL AVE HOYT AVE HOYT AVE GRAND VIEW AVE GRAND VIEW AVE N McMULLEN BOOTH RD N McMULLEN BOOTH RD LAKE VISTA DR LAKE VISTA DR GLEN OAK AVE NGLEN OAK AVE N WOLFE RD WOLFE RD TERRACE VIEW LN TERRACE VIEW LN THOMAS RD THOMAS RD GLEN OAK AVE EGLEN OAK AVE ESAN MATEO ST SAN MATEO ST SAN BERNADINO ST SAN BERNADINO ST -Not to Scale--Not a Survey-Rev. 11/15/2018 EXISTING SURROUNDING USES MAP Owner(s): George S. Persall, Dianne S. Pesall Two Protected Owners Case: ANX2018-11022 Site: 808 Glen Oak Avenue East 3048 Lake Vista Drive 3064 Hoyt Avenue Property Size(Acres): ROW (Acres): 0.604 Land Use Zoning PIN: 09-29-16-45126-004-0010 09-29-16-45126-005-0130 09-29-16-45144-009-0150 From : Residential Low (RL) R-3 Single Family Residential & R-4, One, Two, Three Family Residential Atlas Page: 283A To: Residential Low (RL) Low Medium Density Residential (LMDR) LAKE LOUISE LAKE LOUISE LAKE CAROL 88245 20808 05310 45144 82890 45126 05311 E F C D G B AH O J I 234 5 6 7 8 9 10 11 1 2 3 456 (7) 1234567 8 9 10 11 12 13 14 123456 7 8 9 10 11 1 2 3 4 5 6 7 8 9101112 13 2345 678910 11 12 13 14 15 16 17 18 23456789 10 11 12 13 14 15 16 17 23456789 10 11 12 13 14 15 16 17 234567891 1 2 11 1 2 3 4 5 6 11213141516 17 18 19 20 21 2 22829303132 33 34 35 36 37 3 43 44 45 46 51 52 54 A B C D E F MN (14) 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 32/01 31/01 5 33/02 1.4 34/02 1.4 33/01 1.57 AC(C) AC(C) AC(C) AC(C)MOSS AVE MERRILL AVE HOYT AVE GRAND VIEW AVE N McMULLEN BOOTH RD LAKE VISTA DR GLEN OAK AVE N WOLFE RD TERRACE VIEW LN THOMAS RD GLEN OAK AVE ESAN MATEO ST SAN BERNADINO ST 601 511510 505 600 920 7 1 2 90 6 421 807 801 906 809 8 0 1 918 8 0 6 707 900 907 815 923 911 932 405 924 800 30063013300630033108301230003023300131183024300030263113305230253111301830013012912 701 602 910 607 911 901 916 904 915 914 8 0 0 501 808 908 7 0 8 307730593077311230133052304130493107301931133070307031253041312430413071304130703041304730313055304631193052311630123047307630463117304130653047307630363025306130353010304230203040312031253113300730813121304630303031301931193080305330343029304030743025300630583065306430533063304730473071312030463064310431023124305330763059305930073058303531093048306930213126304030753053303531143100303030583077302430353057306430713040310831123065-Not to Scale--Not a Survey-Rev. 11/15/2018 Single Family Residential Single Family Residential Single Family Residential Single Family Residential ANX2018-11022 George S. & Dianna S. Persall 808 Glen Oak Avenue E View looking west at subject property, 808 Glen Oak Avenue E. South of the subject property North of the subject property Across the street, to the east of the subject property View looking northerly along Glen Oak Avenue E View looking southerly along Glen Oak Avenue E ANX2018-11022 Protected Owners 3048 Lake Vista Drive View looking north at subject property, 3048 Lake Vista Drive. West of the subject property East of the subject property Across the street, to the south of the subject property View looking easterly along Lake Vista Drive View looking westerly along Lake Vista Drive ANX2018-11022 Protected Owners 3064 HoytAvenue View looking north at subject property, 3064 Hoyt Avenue. West of the subject property East of the subject property Across the street, to the south of the subject property View looking easterly along Hoyt Avenue View looking westerly along Hoyt Avenue Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: 9223-19 2nd rdg Agenda Date: 2/7/2019 Status: Second ReadingVersion: 1 File Type: OrdinanceIn Control: Legal Department Agenda Number: 9.13 SUBJECT/RECOMMENDATION: Adopt Ordinance 9223-19 on second reading, amending the Zoning Atlas by zoning certain real properties whose post office addresses are 808 Glen Oak Avenue East, 3048 Lake Vista Drive, and 3064 Hoyt Avenue, Clearwater, Florida 33759, upon annexation into the City of Clearwater, as Low Medium Density Residential (LMDR). SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 2/7/2019 Ordinance No. 9223-19 ORDINANCE NO. 9223-19 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, AMENDING THE ZONING ATLAS OF THE CITY BY ZONING CERTAIN REAL PROPERTIES LOCATED GENERALLY NORTH OF DREW STREET, SOUTH OF SR 590, AND WITHIN ¼ MILE WEST OF NORTH MCMULLEN BOOTH ROAD, WHOSE POST OFFICE ADDRESSES ARE 808 GLEN OAK AVENUE EAST, 3048 LAKE VISTA DRIVE, AND 3064 HOYT AVENUE, ALL IN CLEARWATER, FLORIDA 33759, UPON ANNEXATION INTO THE CITY OF CLEARWATER, AS LOW MEDIUM DENSITY RESIDENTIAL (LMDR); PROVIDING AN EFFECTIVE DATE. WHEREAS, the assignment of a zoning classification as set forth in this ordinance is found to be reasonable, proper and appropriate, and is consistent with the City's Comprehensive Plan; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. The following described properties located in Pinellas County, Florida, are hereby zoned as indicated upon annexation into the City of Clearwater, and the Zoning Atlas of the City is amended, as follows: The map attached as Exhibit B is hereby incorporated by reference. Section 2. The City Engineer is directed to revise the Zoning Atlas of the City in accordance with the foregoing amendment. Section 3. This ordinance shall take effect immediately upon adoption, contingent upon and subject to the adoption of Ordinance No. 9221-19. Property Zoning District See attached Exhibit A for legal descriptions; Low Medium Density Residential (LMDR) (ANX2018-11022) Ordinance No. 9223-19 PASSED ON FIRST READING PASSED ON SECOND AND FINAL READING AND ADOPTED George N. Cretekos Mayor Approved as to form: Michael P. Fuino Assistant City Attorney Attest: Rosemarie Call City Clerk Exhibit A LEGAL DESCRIPTIONS ANX2018-11022 ========================================================================================= No. Parcel ID Lot No., Block No. Address 1. 09-29-16-45126-004-0010 Lot 1, Block D 808 Glen Oak Avenue East 2. 09-29-16-45126-005-0130 Lot 13, Block E 3048 Lake Vista Drive The above in KAPOK TERRACE, as recorded in PLAT BOOK 36, PAGES 14 AND 15, of the Public Records of Pinellas County, Florida. No. Parcel ID Lot No., Block No. Address 3. 09-29-16-45144-009-0150 Lot 15, Block I 3064 Hoyt Avenue The above in KAPOK TERRACE FIRST ADDITION, as recorded in PLAT BOOK 49, PAGE 48, of the Public Records of Pinellas County, Florida. Exhibit B PROPOSED ZONING MAP Owner(s): George S. Persall, Dianne S. Pesall Two Protected Owners Case: ANX2018-11022 Site: 808 Glen Oak Avenue East 3048 Lake Vista Drive 3064 Hoyt Avenue Property Size(Acres): ROW (Acres): 0.604 Land Use Zoning PIN: 09-29-16-45126-004-0010 09-29-16-45126-005-0130 09-29-16-45144-009-0150 From : Residential Low (RL) R-3 Single Family Residential & R-4, One, Two, Three Family Residential Atlas Page: 283A To: Residential Low (RL) Low Medium Density Residential (LMDR) LAKE LOUISE LAKE LOUISE LAKE CAROL 88245 20808 05310 45144 82890 45126 05311 E F C D G B AH O N J I 234 5 6 7 8 9 10 11 1 2 3 456 (7) 1234567 8 9 10 11 12 13 14 123456 7 8 9 10 11 1 2 3 4 5 6 7 8 910111213 234567 8910 11 12 13 14 15 16 17 18 23456789 10 11 12 13 14 15 16 17 23456789 10 11 12 13 14 15 16 17 234567891 1 2 11 1 2 3 4 5 6 11213141516 17 18 19 20 21 2 22829303132 33 34 35 36 37 3 43 44 45 46 51 52 54 A B C D E F MN (14) 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 32/01 31/01 5 33/02 1.4 34/02 1.4 33/01 1.57 AC(C) AC(C) AC(C) AC(C)MOSS AVE MERRILL AVE HOYT AVE GRAND VIEW AVE N McMULLEN BOOTH RD LAKE VISTA DR GLEN OAK AVE N TERRACE VIEW LN GLEN OAK AVE EWOLFE RD THOMAS RD SAN MATEO ST SAN BERNADINO ST LMDR C OS/R HDR 601 510 505 600 920 71 2 906 421 807 801 602 906 809 8 0 1 918 8 0 6 911 707 904 900 907 815 501 923 911 932 405 924 708 800 307730593006311230133052304130493019307030703013304131243071304130063070304130473055300330463108305231163047307630413065304730763036302530613035301230003010304230233020304030013125311330073081312130463030303130193080305331183024303430293040307430003026311330063058306530643053306330473052304730713025312030463111306430183102312430763059305930073058303530693001302130123040307530533114310030303058307730243035305730713040310831123065511 912 701 910 607 901 916 915 914 8 0 0 808 908 30773107311331253041303131193012304631173120311930253104305331093048312630353064-Not to Scale--Not a Survey-Rev. 11/15/2018 LOCATION MAP Owner(s): George S. Persall, Dianne S. Pesall Two Protected Owners Case: ANX2018-11022 Site: 808 Glen Oak Avenue East 3048 Lake Vista Drive 3064 Hoyt Avenue Property Size(Acres): ROW (Acres): 0.604 Land Use Zoning PIN: 09-29-16-45126-004-0010 09-29-16-45126-005-0130 09-29-16-45144-009-0150 From : Residential Low (RL) R-3 Single Family Residential & R-4, One, Two, Three Family Residential Atlas Page: 283A To: Residential Low (RL) Low Medium Density Residential (LMDR) DREW ST MOSS AVE N McMULLEN BOOTH RD MADERA AVE MERRILL AVE HOYT AVE GRAND VIEW AVE CHAMBLEE LN BORDEAUX LN WOLFE RD L A K E V IS T A D R GLEN OAK AVE N THOMAS RD SAN MATEO ST TERRACE VIEW LN SAN JOSE ST SAN BERNADINO ST ^-Not to Scale--Not a Survey-Rev. 11/15/2018 ^ ^ AERIAL PHOTOGRAPH Owner(s): George S. Persall, Dianne S. Pesall Two Protected Owners Case: ANX2018-11022 Site: 808 Glen Oak Avenue East 3048 Lake Vista Drive 3064 Hoyt Avenue Property Size(Acres): ROW (Acres): 0.604 Land Use Zoning PIN: 09-29-16-45126-004-0010 09-29-16-45126-005-0130 09-29-16-45144-009-0150 From : Residential Low (RL) R-3 Single Family Residential & R-4, One, Two, Three Family Residential Atlas Page: 283A To: Residential Low (RL) Low Medium Density Residential (LMDR) MOSS AVE MOSS AVE MERRILL AVE MERRILL AVE HOYT AVE HOYT AVE GRAND VIEW AVE GRAND VIEW AVE N McMULLEN BOOTH RD N McMULLEN BOOTH RD LAKE VISTA DR LAKE VISTA DR GLEN OAK AVE NGLEN OAK AVE N WOLFE RD WOLFE RD TERRACE VIEW LN TERRACE VIEW LN THOMAS RD THOMAS RD GLEN OAK AVE EGLEN OAK AVE ESAN MATEO ST SAN MATEO ST SAN BERNADINO ST SAN BERNADINO ST -Not to Scale--Not a Survey-Rev. 11/15/2018 EXISTING SURROUNDING USES MAP Owner(s): George S. Persall, Dianne S. Pesall Two Protected Owners Case: ANX2018-11022 Site: 808 Glen Oak Avenue East 3048 Lake Vista Drive 3064 Hoyt Avenue Property Size(Acres): ROW (Acres): 0.604 Land Use Zoning PIN: 09-29-16-45126-004-0010 09-29-16-45126-005-0130 09-29-16-45144-009-0150 From : Residential Low (RL) R-3 Single Family Residential & R-4, One, Two, Three Family Residential Atlas Page: 283A To: Residential Low (RL) Low Medium Density Residential (LMDR) LAKE LOUISE LAKE LOUISE LAKE CAROL 88245 20808 05310 45144 82890 45126 05311 E F C D G B AH O J I 234 5 6 7 8 9 10 11 1 2 3 456 (7) 1234567 8 9 10 11 12 13 14 123456 7 8 9 10 11 1 2 3 4 5 6 7 8 9101112 13 2345 678910 11 12 13 14 15 16 17 18 23456789 10 11 12 13 14 15 16 17 23456789 10 11 12 13 14 15 16 17 234567891 1 2 11 1 2 3 4 5 6 11213141516 17 18 19 20 21 2 22829303132 33 34 35 36 37 3 43 44 45 46 51 52 54 A B C D E F MN (14) 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 32/01 31/01 5 33/02 1.4 34/02 1.4 33/01 1.57 AC(C) AC(C) AC(C) AC(C)MOSS AVE MERRILL AVE HOYT AVE GRAND VIEW AVE N McMULLEN BOOTH RD LAKE VISTA DR GLEN OAK AVE N WOLFE RD TERRACE VIEW LN THOMAS RD GLEN OAK AVE ESAN MATEO ST SAN BERNADINO ST 601 511510 505 600 920 7 1 2 90 6 421 807 801 906 809 8 0 1 918 8 0 6 707 900 907 815 923 911 932 405 924 800 30063013300630033108301230003023300131183024300030263113305230253111301830013012912 701 602 910 607 911 901 916 904 915 914 8 0 0 501 808 908 7 0 8 307730593077311230133052304130493107301931133070307031253041312430413071304130703041304730313055304631193052311630123047307630463117304130653047307630363025306130353010304230203040312031253113300730813121304630303031301931193080305330343029304030743025300630583065306430533063304730473071312030463064310431023124305330763059305930073058303531093048306930213126304030753053303531143100303030583077302430353057306430713040310831123065-Not to Scale--Not a Survey-Rev. 11/15/2018 Single Family Residential Single Family Residential Single Family Residential Single Family Residential ANX2018-11022 George S. & Dianna S. Persall 808 Glen Oak Avenue E View looking west at subject property, 808 Glen Oak Avenue E. South of the subject property North of the subject property Across the street, to the east of the subject property View looking northerly along Glen Oak Avenue E View looking southerly along Glen Oak Avenue E ANX2018-11022 Protected Owners 3048 Lake Vista Drive View looking north at subject property, 3048 Lake Vista Drive. West of the subject property East of the subject property Across the street, to the south of the subject property View looking easterly along Lake Vista Drive View looking westerly along Lake Vista Drive ANX2018-11022 Protected Owners 3064 HoytAvenue View looking north at subject property, 3064 Hoyt Avenue. West of the subject property East of the subject property Across the street, to the south of the subject property View looking easterly along Hoyt Avenue View looking westerly along Hoyt Avenue Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: 9226-19 2nd rdg Agenda Date: 2/7/2019 Status: Second ReadingVersion: 1 File Type: OrdinanceIn Control: Legal Department Agenda Number: 9.14 SUBJECT/RECOMMENDATION: Adopt Ordinance 9226-19 on second reading, vacating a 3 foot wide utility easement as recorded in Official Records Book 4361, Page 1985 of the Public Records of Pinellas County, Florida and a portion of a 10 foot wide utility easement as recorded at Plat Book 39, Page 67, of the Public Records of Pinellas County, Florida. SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 2/7/2019 [RE15-1313-080/227938/1]1 Ord. No. 9226-19 ORDINANCE NO. 9226-19 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, VACATING A 3 FOOT WIDE UTILITY EASEMENT AS RECORDED IN OFFICIAL RECORDS BOOK 4361, PAGE 1985 OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA, AND A PORTION OF A 10 FOOT WIDE UTILITY EASEMENT AS RECORDED AT PLAT BOOK 39, PAGE 67, OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA, LYING IN NORTHWEST 1/4 OF SECTION 6, TOWNSHIP 29 SOUTH, RANGE 16 EAST, PINELLAS COUNTY, FLORIDA; PROVIDING AN EFFECTIVE DATE. WHEREAS, the owner in fee title of real property described and depicted in Exhibits “A” and “B” attached hereto, has requested that the City vacate said easements; and WHEREAS, the City Council of the City of Clearwater, Florida finds that said easements are not necessary for municipal use and it is deemed to be in the best interest of the City and the general public that the same be vacated; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. The following: The easements described as follows: See Exhibits “A” and “B” are hereby vacated, closed and released, and the City of Clearwater releases all of its right, title and interest thereto. Section 2. The City Clerk shall record this ordinance in the Public Records of Pinellas County, Florida, following adoption. [RE15-1313-080/227938/1]2 Ord. No. 9226-19 Section 3. This ordinance shall take effect immediately upon adoption. PASSED ON FIRST READING ________________________________ PASSED ON SECOND AND FINAL READING AND ADOPTED ________________________________ ________________________________ George N. Cretekos Mayor Approved as to form: Attest: ________________________________________________________________ Laura Lipowski Mahony Rosemarie Call Assistant City Attorney City Clerk SUNSET POINT RD ATLANTIS DR 1918 1914 1923 23081919 230023041911 N OLD COACHMAN RDAerial Map ²Prepared by:Engineering DepartmentGeographic Technology Division100 S. Myrtle Ave, Clearwater, FL 33756Ph: (727)562-4750, Fax: (727)526-4755www.MyClearwater.com N.T.S.Scale: Sunset Point Rd/ N Old Coachman RdEasement Vacation Document Path: V:\GIS\Engineering\Location Maps\Sunset Point Rd_ N Old Coachman Rd Easment Vac.mxd WDMap Gen By:12/4/2018Date:254AGrid #:6-29s-16eS-T-R:RBReviewed By: Proposed Vacation 3' Utility Easement Proposed Vacation 10' Utility Easement Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: 9227-19 2nd rdg Agenda Date: 2/7/2019 Status: Second ReadingVersion: 1 File Type: OrdinanceIn Control: Legal Department Agenda Number: 9.15 SUBJECT/RECOMMENDATION: Adopt Ordinance 9227-19 on second reading, vacating a portion of a platted drainage and/or utility easement lying in Lot 16, Block I, Northwood Estates - Tract F, as recorded in Plat Book 77, Pages 46-47 of the Public Records of Pinellas County, Florida. SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 2/7/2019 [RE15-1313-080/228145/1]1 Ord. No. 9227-19 ORDINANCE NO. 9227-19 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, VACATING A PORTION OF A PLATTED DRAINAGE AND/OR UTILITY EASEMENT LYING IN LOT 16, BLOCK “I”, NORTHWOOD ESTATES-TRACT F, AS RECORDED IN PLAT BOOK 77, PAGES 46-47, OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA, LYING IN SOUTHEAST 1/4 OF SECTION 29, TOWNSHIP 28 SOUTH, RANGE 16 EAST, PINELLAS COUNTY, FLORIDA: PROVIDING AN EFFECTIVE DATE. WHEREAS, the owner in fee title of real property described and depicted in Exhibit “A”, attached hereto and incorporated herein, has requested that the City vacate a portion said easement; and WHEREAS, the City Council of the City of Clearwater, Florida finds that said easement is not necessary for municipal use and it is deemed to be in the best interest of the City and the general public that the same be vacated; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. The following: A portion of easement described as follows: See Exhibit “A” is hereby vacated, closed and released, and the City of Clearwater releases all of its right, title and interest thereto. Section 2. The City Clerk shall record this ordinance in the Public Records of Pinellas County, Florida, following adoption. Section 3. This ordinance shall take effect immediately upon adoption. [RE15-1313-080/228145/1]2 Ord. No. 9227-19 PASSED ON FIRST READING ________________________________ PASSED ON SECOND AND FINAL READING AND ADOPTED ________________________________ ________________________________ George N. Cretekos Mayor Approved as to form: Attest: ________________________________________________________________ Laura Lipowski Mahony Rosemarie Call Assistant City Attorney City Clerk 2.5' Vacation Easement O.R 9637-2199 Northwood Estates - Tract "F" Block I Plat Book 77, Page 46-47 2' Proposed Easement Vacation Drainage and/or Utility Easement (per plat)LANDMARK DRIVE(100' R/W PER PLAT)DEER RUN EAST(60' R/W PER PLAT)10' Drainage and/or Utility Easement (per plat) 5' 60' 105' North 65' A Proposed Easement Vacation described as follows: The West 2' of the South 60' of the North 65' of the Platted Drainage and/or Utility Easement lying in Lot 16, Block "I" of Northwood Estates-Tract F, as recorded in Plat Book 77, Page 46-47, of the Public Records of Pinellas County, Florida CITY OF CLEARWATER ENGINEERING DEPARTMENT DRAWN BY CHECKED BY DATE DRAWN SEC-TWNSP-RNG DWG. NO.SHEET OFExhibit "A" Propsed Easement Vaction 2517 Deer Run EastJeremy Shaw 12/13/18 Lgl_2018-19 1 1 29 28S 16E Legal Description ØØ Ø Ø ØØØ" " " " "J 2511 2523 2530 2517 2529 DEER RUN ESWEETGUM WAY S Aerial Map ²Prepared by:Engineering DepartmentGeographic Technology Division100 S. Myrtle Ave, Clearwater, FL 33756Ph: (727)562-4750, Fax: (727)526-4755www.MyClearwater.com N.T.S.Scale: 2517 Deer Run East Document Path: V:\GIS\Engineering\Location Maps\2517DeerRunE.mxd WDMap Gen By:11/7/2018Date:222BGrid #:29-28s-16eS-T-R:LANDMARK DR Vacated O.R.9637-2199 2.5' Drainage/Utility Easement Proposed Vacation 2.0' Drainage/Utility Easement Drainage/Utility EasementDrainage/Utility Easement RBReviewed By:60'60' Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: 9228-19 2nd rdg Agenda Date: 2/7/2019 Status: Second ReadingVersion: 1 File Type: OrdinanceIn Control: Legal Department Agenda Number: 9.16 SUBJECT/RECOMMENDATION: Adopt Ordinance 9228-19 on second reading, amending the Clearwater Community Development Code, Article 7 - Enforcement Proceedings and Penalties, to revise code enforcement board and special master hearing procedures, fines, and establish a new local civil penalty/citation process for code violations. SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 2/7/2019 ORDINANCE NO. 9228-19 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, AMENDING SECTION 7-102 OF THE COMMUNITY DEVELOPMENT CODE TO MODIFY THE NOTICE AND HEARING PROCEDURES FOR NUISANCE CODE ENFORCEMENT CASES; RE-ADOPTING AND RE-AFFIRMING THE PORTION OF ORDINANCE NO. 6526-00 THAT AMENDED SECTION 7-103(B) OF THE COMMUNITY DEVELOPMENT CODE AND AUTHORIZED THE CODE ENFORCEMENT BOARD OR SPECIAL MASTER TO IMPOSE FINES GREATER THAN THE LIMITS PREVIOUSLY ALLOWED BY LAW; AMENDING SECTION 7-103(E) OF THE COMMUNITY DEVELOPMENT CODE TO PERMIT THE MUNICIPAL CODE ENFORCEMENT BOARD TO ISSUE ORDERS RELATED TO NUISANCE CODE ENFORCEMENT CASES; AMENDING SECTION 7-103(H) OF THE COMMUNITY DEVELOPMENT CODE TO PROVIDE FOR ONE OR MORE SPECIAL MAGISTRATES TO EXERCISE THE POWERS AS PROVIDED IN THIS SECTION AND STATE LAW RELATED TO CODE ENFORCEMENT AND TO PROVIDE FOR AN APPEALS PROCESS TO CONTEST A CITATION, WHICH INCLUDES THE ASSESSMENT OF ADMINISTRATIVE CHARGES AND CIVIL CITATION PENALTIES; AMENDING SECTION 8-102 OF THE COMMUNITY DEVELOPMENT CODE TO DEFINE THE TERM “IRREPARABLE OR IRREVERSIBLE VIOLATION”; CREATING APPENDIX A, SECTION XX, “CIVIL CITATION PENALTIES”; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Clearwater adopted a new Community Development Code on January 21, 1999 which took effect on March 8, 1999; and WHEREAS, the City of Clearwater desires to modify the notice and hearing procedures for nuisance code enforcement cases; and WHEREAS, the City of Clearwater, via Ordinance No. 6526-00, made comprehensive amendments to the Community Development Code on June 15, 2000; and WHEREAS, one of the amendments to the Community Development Code adopted by the City of Clearwater on June 15, 2000, amended Section 7-103 and authorized the code enforcement board or special master to impose fines greater than the limits previously allowed by law; and WHEREAS, Section 162.09(d), Florida Statutes expressly permits a municipality with a population greater than 50,000 to adopt, by a vote of at least a majority plus one 2 Ord. No. 9228-19 of the entire governing body, an ordinance authorizing the code enforcement board or special master to impose such fines; and WHEREAS, it appears from the minutes of the June 15, 2000, City Commission meeting that Ordinance No. 6526-00 was adopted by a vote of three “Ayes,” one “Nay,” and one “Absent”; and WHEREAS, the City of Clearwater has determined that it is necessary to ensure that the amendment to Section 7-103 of the Community Development Code is passed in a matter that comports with Section 162.09(d), Florida Statutes; and WHEREAS, effective code enforcement is essential to the health, safety and welfare of the City of Clearwater; and WHEREAS, Florida Statutes, Chapter 162 provides the City with the powers to create multiple Code Enforcement Boards or Special Magistrates with the powers to enforce the City Code; and WHEREAS, Florida Statutes, Chapter 162 provides that the City may regulate and create any supplemental methods in which to enforce its municipal regulations, ordinances and codes; and WHEREAS, Florida Statutes, Chapter 162 provides that the City may regulate and create any supplemental methods in which to enforce its municipal regulations, ordinances and codes; and WHEREAS, the City has a compelling interest in expediting code compliance; and WHEREAS, the purpose of allowing the Municipal Code Enforcement Board to enter orders declaring that the City has the right to enter onto private property to abate and maintain nuisances is to effectively and expeditiously enforce City Code; and WHEREAS, the purpose of a civil citation enforcement program is also to effectively and expeditiously enforce the City Code; now therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. Section 7-102 of the Clearwater Community Development Code is hereby amended to read as follows: Section 7-102. - Code enforcement board/special master hearing procedures. (A)(2). Nuisance cases. Upon completion of a field investigation by a code enforcement officer and determination that a nuisance exists under Code of Ordinances 3 Ord. No. 9228-19 Section 3-1503, the property shall be posted with a notice advising of the existence and nature of the violation and requiring compliance within no less than five days and no more than 10 days after the date of posting or the filing of a notice of appeal to the municipal code enforcement board during such five day period and that if the violation is not corrected within the time period prescribed, a hearing will be held before the municipal code enforcement board or special master on a date certain. In nuisance cases only, posting of notice shall be deemed legally sufficient to provide notice; tThe code enforcement officer may shall additionally attempt to obtain personal service upon and/or mail notice to the property owner within the five to 10-day period as contemplated in Section 162.12, Florida Statutes. (F)(2). Presentation of case. Violations of Section 3-1503, Nuisances, may be presented as "nuisance cases" or "non-nuisance cases" under this Subsection. a. Non-nuisance cases. Each case before the special master or municipal code enforcement board shall be presented on behalf of the city either by the office of city attorney or by a member of the city's administrative staff. If the city prevails in prosecuting a case, the city shall be entitled to recover all costs incurred in prosecuting the case. b. Nuisance cases. Appeals from the issuance of a notice of violation in nuisance cases shall be presented by the appellant, who shall have the burden of showing that the condition described in the notice did not exist or of showing why the condition should not be remedied by the city at the expense of the appellant. Each case before the special master or municipal code enforcement board shall be presented on behalf of the city either by the office of city attorney or by a member of the city's administrative staff. If the city prevails in prosecuting a case, the city shall be entitled to recover all costs incurred in prosecuting the case and shall be entitled to an order as described in Section 7-103(E). If the owner, agent or representative, fails to appear before the board at the designated time to present the appeal, then the owner shall be deemed to have authorized the city to take such remedial action as is necessary to abate the nuisance including, but not limited to, the right to enter the property and take action to remedy the condition without further notice to the owner. Section 2. The portion of Ordinance No. 6526-00 that amended Section 7- 103, Community Development Code to authorize the code enforcement board or special master to impose fines greater than the limits previously allowed by law is hereby re-adopted and re-affirmed by a vote of at least a majority plus one of the City Council, and Section 7-103(B), Community Development Code is amended to read as follows: 4 Ord. No. 9228-19 Section 7-103. - Remedies; penalties. B. Fines. 1. Upon being notified by the code inspector that an order issued by the special master or municipal code enforcement board has not been complied with within the time established in such order or upon finding that a repeat violation has been committed, the special master or municipal code enforcement board shall order the violator to pay a fine to the city for each day the violation continues past the compliance date established in its order or, in the case of a repeat violation, for each day the repeat violation continues, beginning with the date the repeat violation is found to have occurred by the code inspector. Any fine the special master or municipal code enforcement board imposes pursuant to this section shall not exceed $250.00 per day for a first violation or $500.00 per day for a repeat violation. If the municipal code enforcement board finds a violation to be irreparable or irreversible in nature, it may impose a fine not to exceed $5,000.00 per violation. 2. A violation of Article 3, Division 3, Adult Use Standards shall be punished by a fine not to exceed $500.00, or imprisonment for a term not exceeding 60 days, or by both a fine and imprisonment, as may be imposed by the county court. 3. In determining the amount of the fine, if any, the municipal code enforcement board or special master shall consider the following factors: 1. The gravity of the violation. 2. Any actions taken by the violator to correct the violation. 3. Any previous violations committed by the violator. 4. The municipal code enforcement board or special master may impose fines in excess of the limits set forth above. Such fines shall not exceed $1,000.00 per day per violation for a first violation, $5,000.00 per day per violation for a repeat violation, and up to $15,000.00 per violation if the municipal code enforcement board or special master finds the violation to be irreparable or irreversible in nature. In addition to such fines, the municipal code enforcement board or special master may impose additional fines to cover all costs incurred by the city in enforcing its codes and all repair costs. In imposing such excess fines, the municipal code enforcement board or special master shall consider: a. The gravity of the violation. b. Any actions taken by the violator to correct the violation and the effectiveness of such actions. c. Any previous violations committed by the violator. d. Any danger to the public health, safety, and welfare posed by the violation. 5 Ord. No. 9228-19 e. The length of time the violation existed. f. Whether the violation harmed persons legally on the property such as tenants. Section 3. Section 7-103(E) of the Clearwater Community Development Code is hereby amended to read as follows: Section 7-103. - Remedies; penalties. (E). Entry and repair/nuisances. 1. Order allowing entry onto the property to abate and maintain the nuisance. In the event a nuisance is determined by a code inspector to exist and notice has been provided as required by 7-102, and the violator has not appealed to the special master or municipal code enforcement board, and the nuisance continues unabated, or an appeal has been filed but is denied by the special master or municipal code enforcement board, then the municipal code enforcement board or special master shall enter an order requiring the violator to abate nuisance within five days of the date of the order and declaring that if the nuisance has not been abated by such time then the city has the right to take such remedial action as is necessary to abate and maintain the nuisance including but not limited to the right to enter the property and have such work done on behalf of the owner at the owner's cost, including administrative costs, which shall become a lien against the land on which the violation exists and upon any other real or personal property owned by the violator as provided in Section 7-103FG. Any order rendered under this subsection shall run with the land once recorded in the Official Records of Pinellas County, Florida. 2. Declaration of violation. In the event that a violator abates a nuisance after the date of compliance in the code inspector’s notice but before any hearing before the municipal code enforcement board or special master, the code inspector may still bring the case before the municipal code enforcement board or special master for hearing and the municipal code enforcement board or special master shall thereafter enter a declaration of violation finding the violator in violation of the city’s codes. Any declaration rendered under this subjection shall run with the land once recorded in the Official Records of Pinellas County, Florida. 3. Repeat violation. In the event that a violator commits a repeat violation after either abating a nuisance after entry of an order by the municipal code enforcement board or special master as provided Section 7-103(E)(1) or suffering a declaration of violation as 6 Ord. No. 9228-19 provided in Section 7-103(E)(2), the code inspector shall notify the property owner or the violator and submit the violation to the special master or municipal code enforcement board for a hearing. At the next available meeting after receipt of the notice of violation, the special master or municipal code enforcement board shall conduct a hearing regardless of whether the violation has been corrected, and the notice shall so state. If it finds that a repeat violation exists or existed, the municipal code enforcement board or special master shall enter an order declaring that the city has the right to take such remedial action as is necessary to abate and maintain the nuisance including but not limited to the right to enter the property and have such work done on behalf of the owner at the owner's cost, including administrative costs, which shall become a lien against the land on which the violation exists and upon any other real or personal property owned by the violator as provided in Section 7-103G even if the violation has been corrected, and the notice shall so state. Any order rendered under this subsection shall run with the land once recorded in the Official Records of Pinellas County, Florida. Section 4. Section 7-103(H) of the Clearwater Community Development Code is hereby amended to read as follows: Section 7-103. - Remedies; penalties. H. Civil penalty/citation. 1. Prosecution in county court. As an alternative to the special master and the municipal code enforcement board, a code enforcement officer may issue a citation for violation of a provision of the City's Code for prosecution in county court pursuant to Section 1.12 of the City's Code. A code enforcement officer may issue a notice to appear at any hearing conducted by a county court if the officer, based upon personal investigation, has reasonable cause to believe that the person has violated a code or ordinance. A notice to appear means a written order issued by a code enforcement officer in lieu of physical arrest requiring a person accused of violating the law to appear in a designated court or governmental office at a specified date and time. If a person issued a notice to appear under this section refuses to sign such notice, the code enforcement officer has no authority to arrest such person. A person convicted of violating a provision of this development code through the use of this subsection may be ordered to pay a fine, not to exceed $500.00. Prior to issuing a notice to appear, a code enforcement officer shall provide written notice to the person that the person has committed a violation of a code or ordinance and shall establish a reasonable time period within which the person must correct the violation. Such time period shall be no fewer than five days and no more than 30 days. If, upon personal investigation, a code enforcement officer finds that the person has not corrected the violation within the prescribed time period, a code enforcement officer may issue a notice to appear to the person who has committed the violation. A code enforcement officer is not required to provide the person with a reasonable time period to correct the violation prior to issuing a notice to appear and 7 Ord. No. 9228-19 may immediately issue a notice to appear if a repeat violation is found, or if the code enforcement officer has reason to believe that the violation presents a serious threat to the public health, safety, or welfare or that the violator is engaged in violations of an itinerant or transient nature, as defined in Section 8-102, or if the violation is irreparable or irreversible. 2. Civil citation. a. Authority. i) This section has been enacted pursuant to the Home Rule powers of the City and authority of F.S. Ch. 162, as a supplemental method of enforcing certain sections of the codes and ordinances of the City and is enacted to protect the public health, safety, and welfare. ii) Nothing in this section shall be construed to prohibit the City from enforcing its codes and ordinances by any other means including, but not limited to: a summons; a notice to appear in the county or circuit court; an arrest; an action before the Municipal Code Enforcement Board; a civil action for injunctive relief; a stop work order; a demolition order, or any other method of enforcement. b. Applicability. The provisions of this section shall apply to all violations of the Clearwater Code of Ordinances and the Clearwater Community Development Code and includes any ordinance of the City which is not specifically set forth therein. These codes and ordinances shall be collectively referred to as “the City Code” for purposes of this section. c. Enforcement procedures. i) A code enforcement inspector is authorized to issue a citation to a person when, based upon personal investigation, the inspector has reasonable cause to believe that the person is in violation of the City Code. The citation shall contain: (a) The date and time of issuance. (b) The name and address of the person to whom the citation is issued. 8 Ord. No. 9228-19 (c) The date and time the civil infraction was committed, or observed to exist, or identified by the code enforcement inspector. (d) The facts constituting reasonable cause. (e) The number or section of the code or ordinance violated. (f) The name and title of the code enforcement inspector. (g) The procedure for the person to follow in order to pay the civil penalty or to contest the citation. (h) The applicable civil penalty if the person elects not to contest the citation. (i) The applicable civil penalty if the person elects to contest the citation. (j) The time period in which an appeal must be requested and the location where such request may be made. (k) A conspicuous statement that if the person fails to pay the civil penalty within the time allowed, or fails to request a Special Magistrate appeal hearing to contest the citation, that person shall be deemed to have waived their right to contest the citation and that, in such case, an order of the Special Magistrate may be entered against that person for the amount of the civil citation. ii) Prior to issuing a citation, a code enforcement inspector shall provide written notice to the person that the person has committed a violation of the City Code and shall establish a reasonable time period within which the person must correct the violation. Such time period shall be no less than 5 days and no more than 30 days. If, upon personal investigation, a code enforcement inspector finds that the person has not corrected the violation within the given time period, a code 9 Ord. No. 9228-19 enforcement inspector may issue a citation to the person who has committed the violation. iii) A code enforcement inspector does not have to provide the person with a reasonable time period to correct the violation prior to issuing a citation and may immediately issue that citation if a code enforcement inspector has reason to believe that the violation: (a) Is a repeat violation; or (b) Presents a serious threat to the public health, safety, or welfare; or (c) Is irreparable or irreversible; or (d) Is itinerant or transient nature. iv) Each violation of the City Code shall be a separate civil infraction. Each day such violation shall continue shall be deemed to constitute a separate civil infraction. v) After issuing a citation to an alleged violator, a code enforcement inspector shall keep on file the citation for a period of eight weeks or at least 30 days after all appeal times have expired, whichever is later. vi) A violation of the City Code enforced by the provisions of this section is a civil infraction punishable by a maximum civil penalty not to exceed $500 or such amount as may hereafter be prescribed by law. The fines to be assessed by code enforcement inspectors shall be established by this section. vii) Subject to the procedures below, the alleged violator has the option of paying the penalty to the City or requesting an appeal hearing to be heard by the Special Magistrate authorized to hear civil citation hearings. Payment of said penalty to the City shall be made either in person or by mail, postmarked on or before, 15 days after receipt of the citation. If the alleged violator elects to pay the applicable penalty set forth on the citation, that person shall be deemed to have admitted the infraction and waived the right to a hearing. 10 Ord. No. 9228-19 viii) If a person fails to pay the penalty within the specified period or fails to timely request a hearing, that person shall be deemed to have waived the right to contest the citation. An order of the Special Magistrate may be entered against that person for the amount of the civil citation. d. Special magistrate; appointment, powers. i) The City Council may appoint one or more Special Magistrates who shall have the authority to hold civil citation appeal hearings, assess fines against violators of the City Code and otherwise exercise the powers of a municipal Code Enforcement Board as provided in F.S. ch. 162, pt. I, as and to the extent provided in this section. ii) Special Magistrates shall consist of the following: (a) One or more attorneys licensed to practice law in the State of Florida recommended by the City Attorney's Office and confirmed by City Council. (b) To the extent permitted by applicable laws, the City may enter into a contract approved by City Council for use of a Special Magistrate. iii) Minutes and records of hearings before a Special Magistrate shall be kept and maintained by the City in the manner and to the extent required by law. The City shall provide necessary and reasonable clerical and administrative support to enable a Special Magistrate to perform his or her duties. A Special Magistrate shall not be authorized to hire or use the services of any person except those provided by the City to assist him in the performance of his duties. e. Appeal of civil citation to special magistrate. Any petitioner who wants to appeal the violation charged by a civil citation shall file with the City Clerk's Office a request for hearing on the form required by the code enforcement officer by 5:00 p.m. on the tenth day following the date of the service of the civil citation. Such requests may be mailed by the violator if such request is sent certified mail and post-marked before midnight on the tenth day following the date of the service of the civil citation. 11 Ord. No. 9228-19 f. Hearing procedures. i) Hearings may be held at any time after giving the notice required by this section. All hearings shall be open to the public. ii) The code enforcement inspector shall provide the Special Magistrate with a copy of the civil citation, the notice provided prior to issuance of the civil citation (if applicable), any recorded images related to the citation, and any other case history data prior to a hearing pursuant to this section. iii) Notice of hearing shall be provided by certified and first class mail, to the address provided by the violator in the request for hearing, at least 20 days before the hearing. iv) Cases on the agenda for a particular day shall be heard. All testimony shall be under oath and shall be recorded. The Special Magistrate shall take testimony from the code enforcement inspector, the petitioner and any other person with relevant information to the civil citation. The Special Magistrate shall review the case history and any recorded images. The Special Magistrate shall not be bound by the formal rules of evidence; however, he or she shall act to ensure fundamental due process in each case. v) The hearing may be continued once, prior to the hearing, at the discretion of the City, if the violator provides the City with written notice of the request to continue seven days before the scheduled date of the hearing. Any violator may cancel his or her hearing by paying the penalty stated on the civil citation plus administrative costs established by this section before the start of the hearing. This information including where to make payment and the accepted forms of payment shall be set forth in the notice of hearing. vi) At the conclusion of each hearing, the Special Magistrate shall determine whether a violation of the City Code has occurred, in which case the Special Magistrate shall uphold or dismiss the citation and issue a final order. If the citation is upheld, the final order shall order the violator to pay the penalty stated on the citation and shall order the violator to pay the 12 Ord. No. 9228-19 administrative charges established by the code enforcement officer. The order shall be mailed to the violator along with a notice of the violator's right to rehearing under the provisions of Section 7-102H(2)(i) or the right to appeal under the provisions of Section 7- 102(H)(2)(j). vii) If the violator fails to appear at the hearing, the violator shall be deemed to have waived the right to contest the citation, and the Special Magistrate will enter an order upholding the citation and ordering the violator to pay the penalty stated on the citation plus the administrative charges. g. Administrative charges. In addition to the penalty stated on the citation, administrative charges shall be assessed against the violator. The code enforcement officer shall establish the administrative charges, which charges shall at least cover all the costs to administer the appeal hearing. The cost associated with providing City staff for the hearing shall be considered part of the administrative charges. The code enforcement officer shall review the administrative charges every six months and adjust, if necessary, to assure coverage of all the costs incurred in providing the hearings. h. Rehearing. Either the prosecutor or the violator may request a rehearing of the decision of the Special Magistrate. A request for rehearing shall be made, in writing, and shall be delivered to the city clerk within ten days of the date that the Special Magistrate mails the written order. A request for rehearing shall be based only on the ground that the decision was contrary to the evidence or that the hearing involved an error on a ruling of law which was fundamental to the decision of the Special Magistrate. The written request for rehearing shall specify the precise reasons therefor. If such a rehearing request has been delivered to the city clerk, the Special Magistrate’s final order shall not be deemed rendered as that term is used in Section 7-102(H)(2)(j) as to any existing party until a signed, written order disposing of the rehearing request has been mailed to all parties. i. Appeal. Any aggrieved party including the City may appeal a final order of the Special Magistrate to the circuit court, if allowed, by filing for a petition for writ of certiorari within 30 days of rendition of the Special Magistrate’s final order. The date of rendition of the final order shall be the date the final order is mailed to the aggrieved party. Such an appeal shall not be a hearing de novo but shall be limited to appellate review of the record created before the Special Magistrate. 13 Ord. No. 9228-19 j. Collection of unpaid penalty. The code enforcement officer may establish procedures for the collection of any unpaid civil penalty and administrative costs. At the discretion of the code enforcement officer, the final order of the Special Magistrate for any unpaid fines or fines plus administrative costs, if applicable, may be recorded in the public records and thereafter shall constitute a lien against the land on which the violation exists and upon any real or personal property owned by the violator. Such liens may be foreclosed upon by the City subject to the state laws governing such code enforcement liens. k. Notices. i) All notices required by this part, other than the initial violation warning letter, must be provided to the violator by: (a) Certified mail to the address listed in the tax collector's office for tax notices or to the address listed in the county property appraiser's database, except the City may provide notice of a Special Magistrate hearing to any other address provided to the City by the alleged violator on the appeal hearing request form by first class mail. (b) Hand delivery; (c) Leaving the notice at the violator's usual place of residence with any person residing therein who is above 15 years of age and informing such persons of the contents of the notice; or (d) In the case of a violation at a commercial premises, leaving the notice with the manager or other person in charge. Each employee of the business shall be deemed to be an agent of the business for service of warning notices and citations during regular business hours. (e) Additional notice may be completed by posting a copy of the notice or citation in a conspicuous place upon the property which is the subject of the violation. Such posting, together with proof of mailing in subsection (1) shall be sufficient to show that the notice requirements were met 14 Ord. No. 9228-19 without regard to whether or not the alleged violator actually received such notice. ii) For violations involving vehicles, vessels, or equipment which have a visible state license or registration, notice may be provided to the registered owner of the vehicle, vessel, or equipment by certified mail to the owner's record address for the license or registration. In addition to such mailing, the notice may be provided in accordance with subsection (a) to the property owner where the vehicle, vessel, or equipment in violation is located. l. Schedule of violations and penalties. The list of violations with their corresponding classifications included in the Pinellas County Uniform Fine Schedule adopted by the Sixth Judicial Circuit of the State of Florida in its Administrative Order 2010-063 is hereby incorporated by reference. A person who receives a civil citation pursuant to this section shall be subject to a civil penalty in accordance with Section XX, Appendix A. All civil penalties collected pursuant to this section, less administrative costs, shall be placed in a fund restricted for nuisance abatement purposes throughout the city, including but not limited to payment of special magistrate fees, abandoned buildings, unsafe structures, unsecured properties and structures, and demolition. Section 5. Section 8-102 of the Clearwater Community Development Code is hereby amended to read as follows: Irreparable or irreversible violation means a violation that causes harm, damage, injury, or change that is incapable of correction, repair, or return to an original condition. Section 6. Appendix A, Section XX.—Civil Citation Penalties is hereby created to read as follows: XX. Civil Citation Penalties (§ 7-102(H)(2)): First Infraction Second Infraction Third Infraction Fourth Infraction and Each Subsequent Infraction Class I $200.00 $400.00 $500.00 $500.00 Class II $150.00 $300.00 $450.00 $500.00 Class III $125.00 $250.00 $375.00 $500.00 Class IV $100.00 $200.00 $300.00 $400.00 Class V $80.00 $160.00 $240.00 $320.00 15 Ord. No. 9228-19 Section 7. The City of Clearwater does hereby certify that the amendments contained in this Ordinance are consistent with, and in conformance with, the City’s Comprehensive Plan. Section 8. Should any part or provision of this Ordinance be declared by a court of competent jurisdiction to be invalid, the same shall not affect the validity of the Ordinance as a whole, or any part thereof other than the part declared to be invalid. Section 9. Notice of the proposed enactment of this Ordinance has been properly advertised in a newspaper of general circulation in accordance with applicable law. Section 10. The provisions of this Ordinance shall take effect immediately following adoption. PASSED ON FIRST READING PASSED ON SECOND AND FINAL READING AND ADOPTED George N. Cretekos Mayor Approved as to form: Michael P. Fuino Assistant City Attorney Attest: Rosemarie Call City Clerk Community Development Board – December 18, 2018 TA2018-10005 – Page 1 PLANNING & DEVELOPMENT DEPARTMENT COMMUNITY DEVELOPMENT BOARD STAFF REPORT MEETING DATE: December 18, 2018 AGENDA ITEM: G.1. CASE: TA2018-10005 ORDINANCE NO.: 9228-19 REQUEST: Review and recommendation to the City Council, of amendments to Article 7. Enforcement Proceedings and Penalties of the Community Development Code, to revise code enforcement board and special master hearing procedures, fines and establish a new local civil penalty/citation process for code violations. INITIATED BY: City of Clearwater, Planning and Development Department BACKGROUND: The City enforces the provisions of the Clearwater Community Development Code (“the Code”) and the Clearwater Code of Ordinances through Article 7 of the Code. Article 7, in turn, was created under the authority of Chapter 162, Florida Statutes which vests in local governments the power to “create[e]… administrative boards with authority to impose administrative fines and other noncriminal penalties to provide an equitable, expeditious, effective, and inexpensive method of enforcing any codes and ordinances in force in counties and municipalities, where a pending or repeated violation continues to exist.” § 162.02, Fla. Stat. The City desires to amend Article 7 in three respects. First, the City’s proposed ordinance amends the so-called “nuisance case” regulations to allow the municipal code enforcement board or a special magistrate to enter orders permitting the City to enter onto a violator’s property to abate and maintain a nuisance after notice and a hearing. Second, the ordinance re-adopts and re-affirms a heightened fine schedule that was previously adopted in 2000. And finally, the ordinance creates a new civil citation system authorizing the issuance of civil citations to code violators and establishing an appeal system should a violator elect to contest this violation. Community Development Code Text Amendment Planning & Development Department Community Development Board – December 18, 2018 TA2018-10005 – Page 2 ANALYSIS:  Amendments to Nuisance Regulations Currently, the City prosecutes violations of Sect. 3-1503, “Nuisances,” by posting a sign on the violator’s property asserting the existence of a nuisance and that if compliance is not met within 5 days or an appeal made to municipal code enforcement board, the City will enter on the property and abate the nuisance at the owner’s cost. Sect. 7-102(A)(2). The proposed ordinance amends Sections 7-102(A)(2) and 7-102(F)(2) to provide that if a violator fails to comply with a violation notice then the City may bring an action to enforce the nuisance code before the municipal code enforcement board or special magistrate. This ensures that all property owners are given adequate notice of the violation and an opportunity to be heard should they wish to contest the violation. Additionally, the proposed ordinance amends Sect. 7-103(E), “Entry and repair/nuisances,” and vests in the municipal code enforcement board the authority to enter orders permitting the City to enter onto the property to abate and maintain the nuisance should the property owner fail to do so after a hearing. By using the term “and maintain” the nuisance, the order acts in the mode of a continuing mandatory injunction allowing the City to not only correct the violation when it first appears, but also if the violation ever appears again. This is important because under the current version of the Code, code inspectors are required to begin the process anew each time the nuisance is created even if the City has already abated the nuisance on the property. Finally, the proposed ordinance vests in the municipal code enforcement board the authority to render two other types of orders related to nuisances. First, the board is authorized to render “declarations of violations.” These orders declare that while a violator did abate a nuisance before the board’s hearing, the violator failed to do so within the time period prescribed in the code inspector’s notice of violation. Second, the board is authorized to render orders against a “repeat violation” as the term is used in both the Code and Chapter 162, Florida Statutes. This order provides that if a violator commits a repeat violation, the City is authorized to enter onto the property to abate and maintain the nuisance even if the violator corrects the violation. These orders are designed to prevent the scenario where the City must waste precious government resources prosecuting a violator before the board repeatedly.  Re-Adopting and Re-Affirming a Portion of Ordinance No. 6526-00 Under Chapter 162, Florida Statutes, the municipal code enforcement board is authorized to levy fines against violators for violations of municipal ordinances which are capped at $250.00 per day for a first violation and $500.00 per day for a repeat violation. § 162.09(2)(a), Fla. Stat. The statute also provides that a municipality with a population greater than 50,000 may adopt an ordinance allowing for fines greater than this statutory cap, but only if the ordinance is passed by a “majority plus one” vote. § 162.09(2)(d), Fla. Stat. On June 15, 2000 the City Ordinance adopted No. 6526-00 which, amongst other things, amended Section 7-103 of the Code and authorized the municipal code enforcement board to impose fines greater than the statutory limit. Before imposing such a fine, the board was required to consider: 1) the gravity of the violation; 2) any actions taken to correct the violation; 3) any previous violations committed by the violator; 4) any danger to the public’s health, safety, and welfare; 5) Community Development Code Text Amendment Planning & Development Department Community Development Board – December 18, 2018 TA2018-10005 – Page 3 the length of time the violation existed; and 6) whether the violation harmed persons legally on the property such as tenants. However, Ordinance No. 6526-00 was adopted by a vote of three “Ayes,” one “Nay,” and one “Absent.” It therefore failed to meet the statutory requirement of a “majority plus one” vote needed to authorize fines greater than the statutory cap. To the Planning and Development Department’s institutional knowledge, no such fine has ever been imposed against a violator. The Department, however, feels that it is necessary to re-adopt and re-affirm this portion of Ordinance No. 6526-00 so that the Code comports with state law.  Creation of a City-Run Civil Citation System In addition to prosecutions before the municipal code enforcement boards, the Code allows for prosecutions in county court after the issuance of a civil citation. Sect. 4-103(H). Because these proceedings are prosecuted under the Florida Rules of Criminal Procedure and the Florida Rules of Evidence, they are both time-consuming and costly. Indeed, these proceedings often require the City Attorney’s Office and the code inspectors to attend several hearings before a trial is commenced, and the City only sees $10.00 of every fine that is paid with the remaining amount (sometimes hundreds of dollars) going to the County. The proposed ordinance keeps these types of proceedings, but amends Sect. 4-103(H) to allow the City to run its own civil citation system utilizing special magistrates. Under this proceeding, a violator will be given a notice of a violation (unless one of four exemptions to the notice requirement are met) and if the violation is not corrected within the time period specified, issued a civil citation with an accompanying fine. The violator can either pay the fine or appeal the citation to a special magistrate, who will be an attorney licensed to practice law in the State of Florida recommended by the City Attorney’s Office and confirmed by the City Council. At the appeal hearing, the special magistrate will either uphold or the dismiss the citation and render a final order. Both the City and the violator have the right to move for rehearing of this decision and appeal it to the Pinellas County Circuit Court through a petition for a writ of certiorari.  Remaining Amendments The proposed ordinance makes two other technical amendments to the Code. First, the ordinance amends Sect. 8-102 to define “irreparable or irreversible violation,” a term used in both the Code and Chapter 162, Florida Statutes but which is not defined in either. Second, the ordinance creates Appendix A, Section XX which sets the fine schedule for the newly created civil citation system. CRITERIA FOR TEXT AMENDMENTS: Community Development Code Section 4-601 sets forth the procedures and criteria for reviewing text amendments. All text amendments must comply with the following: 1. The proposed amendment is consistent with and furthers the goals, policies and objectives of the Comprehensive Plan. A review of the Clearwater Comprehensive Plan identified the following Goals, Objectives and Policies which will be furthered by the proposed Code amendments: Community Development Code Text Amendment Planning & Development Department Community Development Board – December 18, 2018 TA2018-10005 – Page 4 Goal A.6 The City of Clearwater shall utilize innovative and flexible planning and engineering practices, and urban design standards in order to protect historic resources, ensure neighborhood preservation, redevelop blighted areas, and encourage infill development. The proposed amendments are geared towards efficiently and effectively removing blight from troubled properties, whether done through the streamlined nuisance regulations or the newly created civil citation system. Moreover, the provision in the ordinance allowing for heightened fines acts as a deterrence against future code violations, which protects historic resources and ensures neighborhood preservation. Objective A.6.1 The redevelopment of blighted, substandard, inefficient and/or obsolete areas shall be a high priority and promoted through the implantation of redevelopment and special area plans, the construction of catalytic private projects, city investment, and continued emphasis on property maintenance standards. Property maintenance standards are codified in Article 15 of the Code. Included in Article 15 is the requirement that “[n]o person owning, leasing, operating, occupying or having control of any premises within the city shall maintain, keep or permit any nuisance affecting the citizens of the city.” Sect. 3-1503(A). The proposed ordinance allows for additional enforcement of this provision – and the objective expressed in A.6.1. of the Comprehensive Plan – through streamlining the nuisance abatement process before the municipal code enforcement board and instituting the civil citation system. Policy A.6.1.13 The City of Clearwater will continue to promote infill development and the removal of blight through the Unsafe Structures Program. As of August 2006, the City’s Unsafe Structures Program has resulted in either demolition or full code compliance of over 1,020 structures. The streamlined nuisance process, heightened fines, and civil citation system should only add to this number either because they act as an efficient resolution to a present problem or a deterrence to a future one. 2. The proposed amendment furthers the purposes of the Community Development Code and other City ordinances and actions designed to implement the Plan. The proposed text amendments will further the purposes of the CDC in that it will be consistent with the following purposes set forth in Section 1-103.  It is the purpose of this Development Code to implement the Comprehensive Plan of the city; to promote the health, safety, general welfare and quality of life in the city; to guide the orderly growth and development of the city; to establish rules of procedure for land Community Development Code Text Amendment Planning & Development Department Community Development Board – December 18, 2018 TA2018-10005 – Page 5 development approvals; to enhance the character of the city and the preservation of neighborhoods; and to enhance the quality of life of all residents and property owners of the city. (Section 1-103.A., CDC)  It is the further purpose of this Development Code to make beautification of the city a matter of the highest priority and to require that existing and future uses and structures in the city are attractive and well-maintained to the maximum extent permitted by law. (Section 1-103.D, CDC)  Protect the character and the social and economic stability of all parts of the city through the establishment of reasonable standards which encourage the orderly and beneficial development of land within the city. (Section 1-103.E.2, CDC)  Preserve the natural resources and aesthetic character of the community for both the resident and tourist population consistent with the city’s economic underpinnings. (Section 1-103.E.5, CDC)  Coordinate the provisions of this Development code with corollary provisions related to parking, fences and walls, signs, minimum habitable area and like supplementary requirements designed to establish an integrated and complete regulatory framework for the use of land and water within the city. (Section 1-103.E.12, CDC) The amendments proposed in Ordinance No. 9228-19 will further the above referenced purposes by implementing the Comprehensive Plan policies related to code enforcement and establishing a regulatory framework geared towards eradicating nuisances. These regulations will ensure that blight is effectively and efficiently dealt with thereby enhancing the City’s character. SUMMARY AND RECOMMENDATION: The proposed ordinance amends Article 7 of the Code related to code enforcement. The amendments create new regulations for nuisance cases; re-adopt and re-affirm certain heightened fine limits; and creates a new civil citation system all geared towards combating blight. The proposed ordinance is consistent with and will further the goals of the Clearwater Comprehensive Plan and the purposes of the Community Development Code. Based upon the above, the Planning and Development Department recommends: APPROVAL of Ordinance No. 9228-19 that amends the Community Development Code. Prepared by Planning and Development Department Staff: Terry Teunis Codes Compliance Manager ATTACHMENT: Ordinance No. 9228-19 ORDINANCE NO. 9228-19 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, AMENDING SECTION 7-102 OF THE COMMUNITY DEVELOPMENT CODE TO MODIFY THE NOTICE AND HEARING PROCEDURES FOR NUISANCE CODE ENFORCEMENT CASES; RE-ADOPTING AND RE-AFFIRMING THE PORTION OF ORDINANCE NO. 6526-00 THAT AMENDED SECTION 7-103(B) OF THE COMMUNITY DEVELOPMENT CODE AND AUTHORIZED THE CODE ENFORCEMENT BOARD OR SPECIAL MASTER TO IMPOSE FINES GREATER THAN THE LIMITS PREVIOUSLY ALLOWED BY LAW; AMENDING SECTION 7-103(E) OF THE COMMUNITY DEVELOPMENT CODE TO PERMIT THE MUNICIPAL CODE ENFORCEMENT BOARD TO ISSUE ORDERS RELATED TO NUISANCE CODE ENFORCEMENT CASES; AMENDING SECTION 7-103(H) OF THE COMMUNITY DEVELOPMENT CODE TO PROVIDE FOR ONE OR MORE SPECIAL MAGISTRATES TO EXERCISE THE POWERS AS PROVIDED IN THIS SECTION AND STATE LAW RELATED TO CODE ENFORCEMENT AND TO PROVIDE FOR AN APPEALS PROCESS TO CONTEST A CITATION, WHICH INCLUDES THE ASSESSMENT OF ADMINISTRATIVE CHARGES AND CIVIL CITATION PENALTIES; AMENDING SECTION 8-102 OF THE COMMUNITY DEVELOPMENT CODE TO DEFINE THE TERM “IRREPARABLE OR IRREVERSIBLE VIOLATION”; CREATING APPENDIX A, SECTION XX, “CIVIL CITATION PENALTIES”; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Clearwater adopted a new Community Development Code on January 21, 1999 which took effect on March 8, 1999; and WHEREAS, the City of Clearwater desires to modify the notice and hearing procedures for nuisance code enforcement cases; and WHEREAS, the City of Clearwater, via Ordinance No. 6526-00, made comprehensive amendments to the Community Development Code on June 15, 2000; and WHEREAS, one of the amendments to the Community Development Code adopted by the City of Clearwater on June 15, 2000, amended Section 7-103 and authorized the code enforcement board or special master to impose fines greater than the limits previously allowed by law; and WHEREAS, Section 162.09(d), Florida Statutes expressly permits a municipality with a population greater than 50,000 to adopt, by a vote of at least a majority plus one 2 Ord. No. 9228-19 of the entire governing body, an ordinance authorizing the code enforcement board or special master to impose such fines; and WHEREAS, it appears from the minutes of the June 15, 2000, City Commission meeting that Ordinance No. 6526-00 was adopted by a vote of three “Ayes,” one “Nay,” and one “Absent”; and WHEREAS, the City of Clearwater has determined that it is necessary to ensure that the amendment to Section 7-103 of the Community Development Code is passed in a matter that comports with Section 162.09(d), Florida Statutes; and WHEREAS, effective code enforcement is essential to the health, safety and welfare of the City of Clearwater; and WHEREAS, Florida Statutes, Chapter 162 provides the City with the powers to create multiple Code Enforcement Boards or Special Magistrates with the powers to enforce the City Code; and WHEREAS, Florida Statutes, Chapter 162 provides that the City may regulate and create any supplemental methods in which to enforce its municipal regulations, ordinances and codes; and WHEREAS, Florida Statutes, Chapter 162 provides that the City may regulate and create any supplemental methods in which to enforce its municipal regulations, ordinances and codes; and WHEREAS, the City has a compelling interest in expediting code compliance; and WHEREAS, the purpose of allowing the Municipal Code Enforcement Board to enter orders declaring that the City has the right to enter onto private property to abate and maintain nuisances is to effectively and expeditiously enforce City Code; and WHEREAS, the purpose of a civil citation enforcement program is also to effectively and expeditiously enforce the City Code; now therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. Section 7-102 of the Clearwater Community Development Code is hereby amended to read as follows: Section 7-102. - Code enforcement board/special master hearing procedures. (A)(2). Nuisance cases. Upon completion of a field investigation by a code enforcement officer and determination that a nuisance exists under Code of Ordinances 3 Ord. No. 9228-19 Section 3-1503, the property shall be posted with a notice advising of the existence and nature of the violation and requiring compliance within no less than five days and no more than 10 days after the date of posting or the filing of a notice of appeal to the municipal code enforcement board during such five day period and that if the violation is not corrected within the time period prescribed, a hearing will be held before the municipal code enforcement board or special master on a date certain. In nuisance cases only, posting of notice shall be deemed legally sufficient to provide notice; tThe code enforcement officer may shall additionally attempt to obtain personal service upon and/or mail notice to the property owner within the five to 10 day period as contemplated in Section 162.12, Florida Statutes. (F)(2). Presentation of case. Violations of Section 3-1503, Nuisances, may be presented as "nuisance cases" or "non-nuisance cases" under this Subsection. a. Non-nuisance cases. Each case before the special master or municipal code enforcement board shall be presented on behalf of the city either by the office of city attorney or by a member of the city's administrative staff. If the city prevails in prosecuting a case, the city shall be entitled to recover all costs incurred in prosecuting the case. b. Nuisance cases. Appeals from the issuance of a notice of violation in nuisance cases shall be presented by the appellant, who shall have the burden of showing that the condition described in the notice did not exist or of showing why the condition should not be remedied by the city at the expense of the appellant. Each case before the special master or municipal code enforcement board shall be presented on behalf of the city either by the office of city attorney or by a member of the city's administrative staff. If the city prevails in prosecuting a case, the city shall be entitled to recover all costs incurred in prosecuting the case and shall be entitled to an order as described in Section 7-103(E). If the owner, agent or representative, fails to appear before the board at the designated time to present the appeal, then the owner shall be deemed to have authorized the city to take such remedial action as is necessary to abate the nuisance including, but not limited to, the right to enter the property and take action to remedy the condition without further notice to the owner. Section 2. The portion of Ordinance No. 6526-00 that amended Section 7-103, Community Development Code to authorize the code enforcement board or special master to impose fines greater than the limits previously allowed by law is hereby re- adopted and re-affirmed by a vote of at least a majority plus one of the City Council, and Section 7-103(B), Community Development Code is amended to read as follows: Section 7-103. - Remedies; penalties. 4 Ord. No. 9228-19 B. Fines. 1. Upon being notified by the code inspector that an order issued by the special master or municipal code enforcement board has not been complied with within the time established in such order or upon finding that a repeat violation has been committed, the special master or municipal code enforcement board shall order the violator to pay a fine to the city for each day the violation continues past the compliance date established in its order or, in the case of a repeat violation, for each day the repeat violation continues, beginning with the date the repeat violation is found to have occurred by the code inspector. Any fine the special master or municipal code enforcement board imposes pursuant to this section shall not exceed $250.00 per day for a first violation or $500.00 per day for a repeat violation. If the municipal code enforcement board finds a violation to be irreparable or irreversible in nature, it may impose a fine not to exceed $5,000.00 per violation. 2. A violation of Article 3, Division 3, Adult Use Standards shall be punished by a fine not to exceed $500.00, or imprisonment for a term not exceeding 60 days, or by both a fine and imprisonment, as may be imposed by the county court. 3. In determining the amount of the fine, if any, the municipal code enforcement board or special master shall consider the following factors: 1. The gravity of the violation. 2. Any actions taken by the violator to correct the violation. 3. Any previous violations committed by the violator. 4. The municipal code enforcement board or special master may impose fines in excess of the limits set forth above. Such fines shall not exceed $1,000.00 per day per violation for a first violation, $5,000.00 per day per violation for a repeat violation, and up to $15,000.00 per violation if the municipal code enforcement board or special master finds the violation to be irreparable or irreversible in nature. In addition to such fines, the municipal code enforcement board or special master may impose additional fines to cover all costs incurred by the city in enforcing its codes and all repair costs. In imposing such excess fines, the municipal code enforcement board or special master shall consider: a. The gravity of the violation. b. Any actions taken by the violator to correct the violation and the effectiveness of such actions. c. Any previous violations committed by the violator. d. Any danger to the public health, safety, and welfare posed by the violation. 5 Ord. No. 9228-19 e. The length of time the violation existed. f. Whether the violation harmed persons legally on the property such as tenants. Section 3. Section 7-103(E) of the Clearwater Community Development Code is hereby amended to read as follows: Section 7-103. - Remedies; penalties. (E). Entry and repair/nuisances. 1. Order allowing entry onto the property to abate and maintain the nuisance. In the event a nuisance is determined by a code inspector to exist and notice has been provided as required by 7-102, and the violator has not appealed to the special master or municipal code enforcement board, and the nuisance continues unabated, or an appeal has been filed but is denied by the special master or municipal code enforcement board, then the municipal code enforcement board or special master shall enter an order requiring the violator to abate nuisance within five days of the date of the order and declaring that if the nuisance has not been abated by such time then the city has the right to take such remedial action as is necessary to abate and maintain the nuisance including but not limited to the right to enter the property and have such work done on behalf of the owner at the owner's cost, including administrative costs, which shall become a lien against the land on which the violation exists and upon any other real or personal property owned by the violator as provided in Section 7-103FG. Any order rendered under this subsection shall run with the land once recorded in the Official Records of Pinellas County, Florida. 2. Declaration of violation. In the event that a violator abates a nuisance after the date of compliance in the code inspector’s notice but before any hearing before the municipal code enforcement board or special master, the code inspector may still bring the case before the municipal code enforcement board or special master for hearing and the municipal code enforcement board or special master shall thereafter enter a declaration of violation finding the violator in violation of the city’s codes. Any declaration rendered under this subjection shall run with the land once recorded in the Official Records of Pinellas County, Florida. 3. Repeat violation. In the event that a violator commits a repeat violation after either abating a nuisance after entry of an order by the municipal code enforcement board or special master as provided Section 7-103(E)(1) or suffering a declaration of violation as provided in Section 7-103(E)(2), the code inspector shall notify the property owner or 6 Ord. No. 9228-19 the violator and submit the violation to the special master or municipal code enforcement board for a hearing. At the next available meeting after receipt of the notice of violation, the special master or municipal code enforcement board shall conduct a hearing regardless of whether the violation has been corrected, and the notice shall so state. If it finds that a repeat violation exists or existed, the municipal code enforcement board or special master shall enter an order declaring that the city has the right to take such remedial action as is necessary to abate and maintain the nuisance including but not limited to the right to enter the property and have such work done on behalf of the owner at the owner's cost, including administrative costs, which shall become a lien against the land on which the violation exists and upon any other real or personal property owned by the violator as provided in Section 7-103G even if the violation has been corrected, and the notice shall so state. Any order rendered under this subsection shall run with the land once recorded in the Official Records of Pinellas County, Florida. Section 4. Section 7-103(H) of the Clearwater Community Development Code is hereby amended to read as follows: Section 7-103. - Remedies; penalties. H. Civil penalty/citation. 1. Prosecution in county court. As an alternative to the special master and the municipal code enforcement board, a code enforcement officer may issue a citation for violation of a provision of the City's Code for prosecution in county court pursuant to Section 1.12 of the City's Code. A code enforcement officer may issue a notice to appear at any hearing conducted by a county court if the officer, based upon personal investigation, has reasonable cause to believe that the person has violated a code or ordinance. A notice to appear means a written order issued by a code enforcement officer in lieu of physical arrest requiring a person accused of violating the law to appear in a designated court or governmental office at a specified date and time. If a person issued a notice to appear under this section refuses to sign such notice, the code enforcement officer has no authority to arrest such person. A person convicted of violating a provision of this development code through the use of this subsection may be ordered to pay a fine, not to exceed $500.00. Prior to issuing a notice to appear, a code enforcement officer shall provide written notice to the person that the person has committed a violation of a code or ordinance and shall establish a reasonable time period within which the person must correct the violation. Such time period shall be no fewer than five days and no more than 30 days. If, upon personal investigation, a code enforcement officer finds that the person has not corrected the violation within the prescribed time period, a code enforcement officer may issue a notice to appear to the person who has committed the violation. A code enforcement officer is not required to provide the person with a reasonable time period to correct the violation prior to issuing a notice to appear and may immediately issue a notice to appear if a repeat violation is found, or if the code enforcement officer has reason to believe that the violation presents a serious threat to the public health, safety, 7 Ord. No. 9228-19 or welfare or that the violator is engaged in violations of an itinerant or transient nature, as defined in Section 8-102, or if the violation is irreparable or irreversible. 2. Civil citation. a. Authority. i) This section has been enacted pursuant to the Home Rule powers of the City and authority of F.S. Ch. 162, as a supplemental method of enforcing certain sections of the codes and ordinances of the City and is enacted to protect the public health, safety, and welfare. ii) Nothing in this section shall be construed to prohibit the City from enforcing its codes and ordinances by any other means including, but not limited to: a summons; a notice to appear in the county or circuit court; an arrest; an action before the Code Enforcement Board; a civil action for injunctive relief; a stop work order, a demolition order, or any other method of enforcement. b. Applicability. The provisions of this section shall apply to all violations of the Clearwater Code of Ordinances and the Clearwater Community Development Code and includes any ordinance of the City which is not specifically set forth therein. c. Enforcement procedures. i) A code enforcement inspector is authorized to issue a citation to a person when, based upon personal investigation, the inspector has reasonable cause to believe that the person is in violation of the City Code. The citation shall contain: (a) The date and time of issuance. (b) The name and address of the person to whom the citation is issued. (c) The date and time the civil infraction was committed, or observed to exist, or identified by the code enforcement inspector. (d) The facts constituting reasonable cause. 8 Ord. No. 9228-19 (e) The number or section of the code or ordinance violated. (f) The name and title of the code enforcement inspector. (g) The procedure for the person to follow in order to pay the civil penalty or to contest the citation. (h) The applicable civil penalty if the person elects not to contest the citation. (i) The applicable civil penalty if the person elects to contest the citation. (j) The time period in which an appeal must be requested and the location where such request may be made. (k) A conspicuous statement that if the person fails to pay the civil penalty within the time allowed, or fails to request a Special Magistrate appeal hearing to contest the citation, that person shall be deemed to have waived their right to contest the citation and that, in such case, an order of the Special Magistrate may be entered against that person for the amount of the civil citation. ii) Prior to issuing a citation, a code enforcement inspector shall provide written notice to the person that the person has committed a violation of the City Code and shall establish a reasonable time period within which the person must correct the violation. Such time period shall be no less than 5 days and no more than 30 days. If, upon personal investigation, a code enforcement inspector finds that the person has not corrected the violation within the given time period, a code enforcement inspector may issue a citation to the person who has committed the violation. iii) A code enforcement inspector does not have to provide the person with a reasonable time period to correct the violation prior to issuing a citation and may immediately 9 Ord. No. 9228-19 issue that citation if a code enforcement inspector has reason to believe that the violation: (a) Is a repeat violation; or (b) Presents a serious threat to the public health, safety, or welfare; or (c) Is irreparable or irreversible; or (d) Is itinerant or transient nature. iv) Each violation of the City Code shall be a separate civil infraction. Each day such violation shall continue shall be deemed to constitute a separate civil infraction. v) After issuing a citation to an alleged violator, a code enforcement inspector shall keep on file the citation for a period of eight weeks or at least 30 days after all appeal times have expired, whichever is later. vi) A violation of the City Code enforced by the provisions of this section is a civil infraction punishable by a maximum civil penalty not to exceed $500 or such amount as may hereafter be prescribed by law. The fines to be assessed by code enforcement inspectors shall be established by this section. vii) Subject to the procedures below, the alleged violator has the option of paying the penalty to the City or requesting an appeal hearing to be heard by the Special Magistrate authorized to hear civil citation hearings. Payment of said penalty to the City shall be made either in person or by mail, postmarked on or before, 15 days after receipt of the citation. If the alleged violator elects to pay the applicable penalty set forth on the citation, that person shall be deemed to have admitted the infraction and waived the right to a hearing. viii) If a person fails to pay the penalty within the specified period or fails to timely request a hearing, that person shall be deemed to have waived the right to contest the citation. An order of the Special Magistrate may be entered against that person for the amount of the civil citation. 10 Ord. No. 9228-19 d. Special magistrate; appointment, powers. i) The City Council may appoint one or more Special Magistrates who shall have the authority to hold civil citation appeal hearings, assess fines against violators of the City Code and otherwise exercise the powers of a municipal Code Enforcement Board as provided in F.S. ch. 162, pt. I, as and to the extent provided in this section. ii) Special Magistrates shall consist of the following: (a) One or more attorneys licensed to practice law in the State of Florida recommended by the City Attorney's Office and confirmed by City Council. (b) To the extent permitted by applicable laws, the City may enter into a contract approved by City Council for use of a Special Magistrate. iii) Minutes and records of hearings before a Special Magistrate shall be kept and maintained by the City in the manner and to the extent required by law. The City shall provide necessary and reasonable clerical and administrative support to enable a Special Magistrate to perform his or her duties. A Special Magistrate shall not be authorized to hire or use the services of any person except those provided by the City to assist him in the performance of his duties. e. Appeal of civil citation to special magistrate. Any petitioner who wants to appeal the violation charged by a civil citation shall file with the City Clerk's Office a request for hearing on the form required by the code enforcement officer by 5:00 p.m. on the tenth day following the date of the service of the civil citation. Such requests may be mailed by the violator if such request is sent certified mail and post-marked before midnight on the tenth day following the date of the service of the civil citation. f. Hearing procedures. i) Hearings may be held at any time after giving the notice required by this section. All hearings shall be open to the public. 11 Ord. No. 9228-19 ii) The code enforcement inspector shall provide the Special Magistrate with a copy of the civil citation, the notice provided prior to issuance of the civil citation (if applicable), any recorded images related to the citation, and any other case history data prior to a hearing pursuant to this section. iii) Notice of hearing shall be provided by certified and first class mail, to the address provided by the violator in the request for hearing, at least 20 days before the hearing. iv) Cases on the agenda for a particular day shall be heard. All testimony shall be under oath and shall be recorded. The Special Magistrate shall take testimony from the code enforcement inspector, the petitioner and any other person with relevant information to the civil citation. The Special Magistrate shall review the case history and any recorded images. The Special Magistrate shall not be bound by the formal rules of evidence; however, he or she shall act to ensure fundamental due process in each case. v) The hearing may be continued once, prior to the hearing, at the discretion of the City, if the violator provides the City with written notice of the request to continue seven days before the scheduled date of the hearing. Any violator may cancel his or her hearing by paying the penalty stated on the civil citation plus administrative costs established by this section before the start of the hearing. This information including where to make payment and the accepted forms of payment shall be set forth in the notice of hearing. vi) At the conclusion of each hearing, the Special Magistrate shall determine whether a violation of the City Code has occurred, in which case the Special Magistrate shall uphold or dismiss the citation and issue a final order. If the citation is upheld, the final order shall order the violator to pay the penalty stated on the citation and shall order the violator to pay the administrative charges established by the code enforcement officer. The order shall be mailed to the violator along with a notice of the violator's right to rehearing under the provisions of Section 7-102H(2)(i) or the right to appeal under the provisions of Section 7- 102(H)(2)(j). 12 Ord. No. 9228-19 vii) If the violator fails to appear at the hearing, the violator shall be deemed to have waived the right to contest the citation, and the Special Magistrate will enter an order upholding the citation and ordering the violator to pay the penalty stated on the citation plus the administrative charges. g. Administrative charges. In addition to the penalty stated on the citation, administrative charges shall be assessed against the violator. The code enforcement officer shall establish the administrative charges, which charges shall at least cover all the costs to administer the appeal hearing. The cost associated with providing City staff for the hearing shall be considered part of the administrative charges. The code enforcement officer shall review the administrative charges every six months and adjust, if necessary, to assure coverage of all the costs incurred in providing the hearings. h. Rehearing. Either the prosecutor or the violator may request a rehearing of the decision of the Special Magistrate. A request for rehearing shall be made, in writing, and shall be delivered to the city clerk within ten days of the date that the Special Magistrate mails the written order. A request for rehearing shall be based only on the ground that the decision was contrary to the evidence or that the hearing involved an error on a ruling of law which was fundamental to the decision of the Special Magistrate. The written request for rehearing shall specify the precise reasons therefor. If such a rehearing request has been delivered to the city clerk, the Special Magistrate’s final order shall not be deemed rendered as that term is used in Section 7-102(H)(2)(j) as to any existing party until a signed, written order disposing of the rehearing request has been mailed to all parties. i. Appeal. Any aggrieved party including the City may appeal a final order of the Special Magistrate to the circuit court, if allowed, by filing for a petition for writ of certiorari within 30 days of rendition of the Special Magistrate’s final order. The date of rendition of the final order shall be the date the final order is mailed to the aggrieved party. Such an appeal shall not be a hearing de novo but shall be limited to appellate review of the record created before the Special Magistrate. j. Collection of unpaid penalty. The code enforcement officer may establish procedures for the collection of any unpaid civil penalty and administrative costs. At the discretion of the code enforcement officer, the final order of the Special Magistrate for any unpaid fines or fines plus 13 Ord. No. 9228-19 administrative costs, if applicable, may be recorded in the public records and thereafter shall constitute a lien against the land on which the violation exists and upon any real or personal property owned by the violator. Such liens may be foreclosed upon by the City subject to the state laws governing such code enforcement liens. k. Notices. i) All notices required by this part, other than the initial violation warning letter, must be provided to the violator by: (a) Certified mail to the address listed in the tax collector's office for tax notices or to the address listed in the county property appraiser's database, except the City may provide notice of a Special Magistrate hearing to any other address provided to the City by the alleged violator on the appeal hearing request form by first class mail. (b) Hand delivery; (c) Leaving the notice at the violator's usual place of residence with any person residing therein who is above 15 years of age and informing such persons of the contents of the notice; or (d) In the case of a violation at a commercial premises, leaving the notice with the manager or other person in charge. Each employee of the business shall be deemed to be an agent of the business for service of warning notices and citations during regular business hours. (e) Additional notice may be completed by posting a copy of the notice or citation in a conspicuous place upon the property which is the subject of the violation. Such posting, together with proof of mailing in subsection (1) shall be sufficient to show that the notice requirements were met without regard to whether or not the alleged violator actually received such notice. ii) For violations involving vehicles, vessels, or equipment which have a visible state license or registration, notice may be provided to the registered owner of the vehicle, 14 Ord. No. 9228-19 vessel, or equipment by certified mail to the owner's record address for the license or registration. In addition to such mailing, the notice may be provided in accordance with subsection (a) to the property owner where the vehicle, vessel, or equipment in violation is located. l. Schedule of violations and penalties. The list of violations with their corresponding classifications included in the Pinellas County Uniform Fine Schedule adopted by the Sixth Judicial Circuit of the State of Florida in its Administrative Order 2010-063 is hereby incorporated by reference. A person who receives a civil citation pursuant to this section shall be subject to a civil penalty in accordance with Section XX, Appendix A. All civil penalties collected pursuant to this section, less administrative costs, shall be placed in a fund restricted for nuisance abatement purposes throughout the city, including but not limited to payment of special magistrate fees, abandoned buildings, unsafe structures, unsecured properties and structures, and demolition. Section 5. Section 8-102 of the Clearwater Community Development Code is hereby amended to read as follows: Irreparable or irreversible violation means a violation that causes harm, damage, injury, or change that is incapable of correction, repair, or return to an original condition. Section 6. Appendix A, Section XX.—Civil Citation Penalties is hereby created to read as follows: XX. Civil Citation Penalties (§ 7-102(H)(2)): First Infraction Second Infraction Third Infraction Fourth Infraction and Each Subsequent Infraction Class I $200.00 $400.00 $500.00 $500.00 Class II $150.00 $300.00 $450.00 $500.00 Class III $125.00 $250.00 $375.00 $500.00 Class IV $100.00 $200.00 $300.00 $400.00 Class V $80.00 $160.00 $240.00 $320.00 Section 7. The City of Clearwater does hereby certify that the amendments contained in this Ordinance are consistent with, and in conformance with, the City’s Comprehensive Plan. 15 Ord. No. 9228-19 Section 8. Should any part or provision of this Ordinance be declared by a court of competent jurisdiction to be invalid, the same shall not affect the validity of the Ordinance as a whole, or any part thereof other than the part declared to be invalid. Section 9. Notice of the proposed enactment of this Ordinance has been properly advertised in a newspaper of general circulation in accordance with applicable law. Section 10. The provisions of this Ordinance shall take effect immediately following adoption. PASSED ON FIRST READING PASSED ON SECOND AND FINAL READING AND ADOPTED George N. Cretekos Mayor Approved as to form: Michael P. Fuino Assistant City Attorney Attest: Rosemarie Call City Clerk