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Town of Davie, Florida

UBS Response to Request for Proposals RM-21-03 to Serve as Senior Manager for the -Exempt Non-Ad-Valorem Issue, Series 2021

Gary Garay David Moffett Executive Director Executive Director Southeast Public Southeast Public Finance 100 SE 2nd Street Miami, FL 33131 3560 Lenox NE, Suite 2800 | Atlanta, GA 30326 (305) 536-1931 (404) 848-8502 gary.garay@.com [email protected]

October 23rd, 2020

UBS 100 SE 2nd Street, Suite 2400 Miami, FL 33131 October 23, 2020 11:42 A10/P10] [saved: October 23, 2020 10:45 A10/P10] S:\PUBFIN\Banker Deal Files\Muni Regional\Muni Southeast\FL\Davie, Town of\RFPs\October 2020\Drafts\UBS Response to Town of Davie RFP vF.docx October 23rd, 2020 Town of Davie, Florida 6591 Orange Drive Davie, FL 33314 Attention: Brian K. O'Connor, C.P.M. Dear Mr. O'Connor ("Attention") - On behalf of UBS Inc., we are thrilled for the opportunity to submit our response to the Town of Davie's (the "Town" or "Davie") Request for Proposal ("RFP") to serve as an underwriter to the Town's upcoming transaction. Gary Garay, Executive Director from our Miami Public Finance office, will serve as the Town's primary points of contact and is an officer of the Firm legally authorized to contractually bind UBS. UBS is well qualified and desires to serve the Town as a senior managing under writer, but would be pleased to serve in any capacity the Town chooses. UBS takes a collaborative style and team-focused approach to achieving creative financing solutions in with our issuing clients. We know that as a finance team member for the Town we need to think broadly, offer creative solutions and provide strong analyses in order for the Town to optimize its financing goals. UBS's commitment to public finance is based on our strategic need for products as the world's largest wealth manager, with $1.2 trillion of assets under in the U.S., of which roughly $88 billion is managed in the of Florida. Below we highlight key points as to why UBS is best suited to serve the Town:  We are local, collaborative, transparent, and reliable – dedicated to providing consistent, thoughtful, relevant and timely coverage;  Our established underwriting desk and comprehensive distribution channels offer the Town access to institutional, middle , international and in-state ;  Our Public Finance works collaboratively with UBS . As such, we do not have the competing priorities that many other firms have when seeking individual retail orders;  UBS is the highest rated (Aa3/A+/AA-) among our competitors, with willingness to put our to work;  Our team brings the Town advanced quantitative capabilities and strong , ratings and relations strategies;  Our Firm is committed to Florida, where we employ 1,215 people in 25 Florida offices, including Broward County; and  UBS has the capacity to dedicate all of our Firm’s resources to the Town's upcoming transactions as we will outperform expectations. Local Trading Group. In addition to our primary municipal trading desk in the New York area, UBS maintains regional retail trading desks in Orlando, Los Angeles and Chicago. As mentioned, UBS is the only investment bank that has a local sales and trading desk in the State. Our Orlando-based trading group differentiates UBS from our competitors – local resources familiar with the region are a definite advantage over traders located 1,100 miles away in New York. In the Firm's Orlando office, there are four experienced traders who help execute more than 2,000 daily. Of note, UBS's Florida-based advisors generate nearly 15% of the retail market production in the State. Capital and Firm Ratings. UBS's capital strength serves as a competitive advantage, particularly in providing the flexibility to absorb losses from unexpected events. UBS has demonstrated our willingness and ability to support our clients by taking bonds into inventory and committing capital to provide strong pricing levels for our clients. Additionally and as mentioned above, UBS is one of the few with two "AA" category ratings, being rated Aa3 by Moody's, A+ by S&P and AA- by Fitch (all with stable outlooks). UBS is one of the world's strongest capitalized financial institutions according to the results of the recent annual stress test, standing out as the most financially stable institution among the top underwriters of municipal bonds. This strength is a key driver of our ability and willingness to commit capital to the Town's financings. Again, thank you for allowing us the opportunity to compete to serve the Town. Our team is energized, inspired and focused – we will deliver excellence for the Town. We are ready to hit the ground running. Regards,

Gary Garay David Moffett, CFA

Table of contents

1. Firm's Introduction ______1

2. Experience ______3

3. Underwriting Capabilities ______6

4. Plan of Finance ______9

5.Additional Information ______12

Required Attachments

UBS G-17 Letter

Disclaimers

Firm's Introduction (Limit 2 Pages) a. Description of Proposer

Provide a brief overview of the Firm including ownership, size, capital position as of the most recent fiscal year. Include the location of the office responsible for providing the underwriting services and the public finance professionals’ offices. General Firm Information. Founded in 1862, UBS draws on its 150-year heritage to serve private, institutional, municipal, and corporate clients worldwide. Our business strategy is centered on our preeminent global wealth management business and leading , complemented by UBS and the Firm's Investment Bank. The operational structure of UBS Group AG is comprised of our Corporate Center and four business divisions: Global Wealth Management, Personal & Corporate Banking, Asset Management and our Investment Bank. UBS is present in all major financial centers worldwide, with offices in more than 50 countries and approximately 60,000 employees globally. UBS's Public Finance Department and municipal trading, sales and underwriting groups are a business area within UBS Wealth Management Americas, a business division of UBS Financial Services Inc. ("UBS FSI"). UBS FSI is a wholly-owned subsidiary (directly and indirectly) of UBS Group AG, a publicly traded entity. UBS Public Finance. UBS first entered the Public Finance business in November 2000 with the acquisition of PaineWebber, which at the time was the fourth-largest brokerage firm in the US. Following the acquisition, UBS became a leading underwriter of municipal and top US retail broker. In 2005, UBS was the #1 underwriter of negotiated bonds in the municipal market. Following the financial crisis, starting in 2007, UBS exited the origination Public Finance business, although the Firm continued to be active in the competitive market and secondary trading market and participated in negotiated bond sales through distribution agreements. The Firm has committed to developing the resources and necessary to serve clients across both industry sectors and geographic regions. UBS is unique in that we have grown our team with strategic, thoughtful hiring of Public Finance investment bankers, underwriters, salespeople and traders who have a deep understanding of the municipal market. We believe this collective industry experience, combined with the UBS distribution platform, make us eminently qualified to provide the services described in this Request for Proposals. UBS's Public Finance banking business is headquartered at 1285 6th Avenue in , which is the primary office responsible for providing the underwriting services. However, to underscore the Firm's commitment to reentering the negotiated municipal business, UBS has also opened 16 regional offices throughout the country, including an office in Miami. . UBS has provided our total capital, capital, net capital, and UBS FSI Capital Position uncommitted excess net capital as of Q4 2019 on the right. Angelia Schmidt, Head of (in $mm) Municipal Underwriting, has full discretion to use the UBS capital allocation without need for Fiscal Year 2019 any additional approvals. While generally the market has allowed UBS to place bonds with a wide Total Capital: 5,939 base of investors often resulting in an infrequent need for use of balance sheet, given the current Equity Capital: 3,749 state of the market, our capital strength and ability to act quickly will allow our Firm to provide Net Capital: 1,903 our clients with support during times of uncertainty. Since 2017, UBS has placed orders of over Excess Net Capital: 1,767 $2 billion in total par to support negotiated underwritings. As an underwriter, our Firm feels that it is imperative that we support our clients' transactions at the stated levels, based on market conditions at the time of the transaction. As such, in all transactions in which UBS has underwritten bonds, our Firm has taken such bonds at their stated yield levels and has not made adjustments. The table below highlights UBS's capital commitment on various transactions since 2017. UBS Capital Commitment Par Underwritten Issuer Sale Date UBS Role ($000's) Balance ($000's) J. Paul Getty Trust 3/4/2020 Joint Book 204,355 25,500 Williamson County, TX 1/22/2020 Senior Manager 263,855 19,205 Clay County, FL 3/5/2020 Senior Manager 103,420 17,625 Westmoreland, PA 12/20/2017 Senior Manager 137,375 18,020 Bexar County, TX 12/12/2017 Senior Manager 413,130 16,315 Regents of the University of California 3/12/2019 Joint Book 114,410 11,285 Mass Building 1/23/2018 Co-Senior 395,000 9,705 Riverside, CA 9/11/2019 Sole Manager 12,875 8,840 South San Antonio ISD 10/22/2019 Senior Manager 29,820 8,300 Primary Office for Davie. As previously discussed, UBS provides on-the-ground coverage support for clients across the nation. Gary Garay, Executive Director, will be the primary contact for Davie and is located in UBS's Miami office. Gary will lead the coverage for Davie and will provide regional expertise and experience bolstered by the support of our underwriting desk located in New York. In addition to Gary's day-to-day coverage, David Moffett, Executive Director, will provide senior banking coverage and regional and sector expertise. Both Gary and David's contact information can be found in their respective resumes provided in our response. b. Dedicated Team 1

Identify the primary individual(s) that will provide underwriting and services to the Town. Include individuals who will serve as the senior syndicate underwriter. Include a resume for each individual and the location of these professionals. All of the resources of our Firm will be available to the Town for its financings, including an experienced team of Public Finance bankers, underwriters, salespeople and traders. Below UBS provides a summary of the Town's coverage team. Detailed resumes are provided in the following Experience Section. UBS Coverage Team for the Town of Davie Name Title Role Location Investment Banking Gary Garay Executive Director Primary Contact Miami, FL David Moffett Executive Director Southeast Coverage Atlanta, GA Kate Kehne Analyst Quantitative / Transaction Support New York, NY Underwriting Angelia Schmidt Managing Director Head of Municipal Underwriting New York, NY Banking Coverage. The Town's coverage team is composed of experienced professionals who have a deep understanding of the municipal market and have covered all types of issuers, structures, and tax statuses, particularly in the State of Florida. Gary Garay, Executive Director, will lead the day-to-day efforts of our Firm for the Town along with David Moffett, Executive Director, based in our Atlanta office. Mr. Garay is based out of our Miami office and works with issuers across the State of Florida. Gary brings 16-years of investment banking and quantitative analytical experience to the team and has worked as senior manager with a vast array of issuers throughout his career including Water & Sewer, Non-Ad-Valorem CB&A, General Obligation, Special Obligation/ Revenue, State Revolving Funds, Mass Transit, Toll Road, Airport and Housing credits total over $20 billion of par. Recent issues on which Gary has served as senior manager in Florida total over $3 billion of financings for Miami-Dade County and Schools, Broward County and Schools, Palm Beach County and Schools, St. Lucie County Schools, City of Miami Beach, City of Pembroke Pines, and City of Cape Coral. Assisting Mr. Garay in the Town's coverage will be David Moffett, Executive Director. Mr. Moffett has over 20 years of experience in the municipal finance market with deep relationships throughout the Southeast region including the State of Florida. His practice focus has been threefold (a) traditional Southeast general municipal business; (b) essential service clients and (c) project finance including micro energy solutions, real estate and structured financings. Mr. Moffett has participated in various transactions involving Southeast issuers including: Seminole County, Clay County, Lee County, JEA, the City of Atlanta, Orlando Utilities Commission, Florida Municipal Power Agency, the City of Charlotte, Metro Nashville, Nashville Electric Service, Chattanooga Electric Power Board, and East Baton Rouge Sewerage Commission. Underwriting Team. Angelia Schmidt, Managing Director, leads the execution of new issue tax-exempt and taxable bond transactions for UBS from the New York office. Ms. Schmidt brings extensive capital markets experience, underwriting and distributing products for and to a wide range of issuer and investor clients. Ms. Schmidt is the only female in the industry to head a municipal underwriting desk and is a member of the of the Municipal Securities Rulemaking Board and serves on the Finance Committee and the Technology Committee. As additional testament to her experience, Ms. Schmidt was honored as a 2018 Trailblazing Woman in Public Finance by the Bond Buyer and a 2010 Rising Star by the Women's Bond Club. Ms. Schmidt has extensive experience in the State, having underwritten over $2.0 billion for various Florida issuers such as: the Counties of Broward, Osceola, Clay and Seminole, the Cities of Tampa and Lakeland, Miami-Dade County Health Facilities Authority, Polk County Industrial Development Authority, and the Orange County School Board. UBS Team Prior Experience. Sine re-entering the negotiated underwriting business in 2017, UBS has experienced significant momentum as the business continues to expand. The investment banking professionals who have joined UBS from prior firms have been instrumental in our Public Finance buildout as they decades of prior and recent experience serving clients in all regions and sectors, including utility issuers and Florida municipalities. As outlined below, Gary Garay (who re-joined UBS in 2019) and David Moffett (who joined UBS in 2017) bring the Town a history of experience serving clients in Florida while at previous firms. Below UBS provides a summary table of the coverage team's collective experience with Florida and national issuance which totals over $42 billion of negotiated transactions. In total, the core Town of Davie team has senior managed over $4.4 billion and as co-manager on approximately $10 billion in negotiated transactions in Florida for entities of relevance to the Town such as the Orlando Utilities Commission, JEA, Florida Municipal Power Agency, Seminole County, Clay County, Miami-Dade County, Broward County, Palm Beach County, St. Lucie Schools, City of Pembroke Pines, City of Cape Coral, and City of Miami Beach. Coverage Team's Prior Firm Senior and Co-Managed Experience Since 2012 Senior-Managed Co-Managed Total Deals Par ($mm) Deals Par ($mm) Deals Par ($mm) National 15 2,542.1 168 25,582.4 183 28,124.6 Florida 29 4,406.2 68 9,811.1 97 14,217.2 Total: 44 6,948.3 236 35,393.5 280 42,341.8

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Experience (Limit 3 Pages) a. Experience

Provide a listing of the senior managed Revenue Bonds since January 1, 2018 and identify the role of each individual responsible for the transaction while employed at the Firm submitting the proposal. During its long tenure as a lead municipal underwriter, UBS consistently ranked in the top 1 or 2 public finance firms nationally since 2000 – underwriting approximately $45 billion in par per year. The Firm actively traded municipal bonds in the and provided valuable liquidity to institutional and retail investors during the time that UBS did not provide negotiated services. Since re-entering the negotiated municipal underwriting business, UBS has made significant progress in the rankings, both nationally and within the State. UBS has senior managed $70 billion and co-managed $104 billion in par since 2018 across nearly 500 transactions. In Florida, UBS has senior managed $312 million and co-managed $1.9 billion in negotiated transactions since 2018. In addition to our extensive Firm experience, our team has recent, relevant mandates and appointments that include the following key Florida clients: Seminole County, Miami-Dade County, Hillsborough County, Clay County, Lee County, and City of Orlando. UBS has experienced significant momentum as the business continues to expand. The investment banking professionals who have joined UBS from prior firms across the country are instrumental in this buildout as they leverage decades of prior experience serving clients in all regions and sectors, including CB&A issues and Florida municipalities. As outlined above, Gary Garay and David Moffett bring the Town a long history of experience serving clients in Florida. We have summarized our experience since 2018 below. We have included the primary banker responsible for each transaction as well. Both Gary Garay and David Moffett were the lead coverage bankers for UBS's role on Clay County, Florida's issuance in March 2020. UBS Senior Managed Negotiated Revenue Bonds Since 2018 Par Underlying Issuer Sale Date Amount Series UBS Lead Coverage Ratings (M/S/F) ($mm) University of Maryland 2/7/2018 115 2018 Series A Aa1 / AA+ / AA+ Angelia Schmidt University of Alabama BOT 3/7/2018 5.4 Series 2018-A1 Aa3 / A+ / NR Angelia Schmidt California St Public Works Board 4/3/2018 141.31 2018 Series A & B A1 / A+ / A+ Angelia Schmidt Grapevine 4B Economic Dev Corp 4/17/2018 16.93 Series 2018 Aa3 / NR / NR Angelia Schmidt Georgetown City-Texas 4/24/2018 6.51 Series 2018 NR / AA / NR Angelia Schmidt Kentucky St Property & Bldg Comm 5/10/2018 28.945 A2 / NR / NR Angelia Schmidt NYC Transitional Finance Auth 5/15/2018 112.74 2018 C Sub C-5 Aa1 / AAA / AAA Angelia Schmidt Shreveport City-Louisiana 5/17/2018 100 Ser 2018C Baa1 / BBB+ / NR Frank Reed Massachusetts 6/20/2018 225 2018 Series A Aa1 / AAA / NR Tim Sullivan Larkspur Pub Fin Auth 6/26/2018 25.16 Series 2018 NR / AA+ / NR Angelia Schmidt ABAG Fin Au for Nonprofit Corp 8/13/2018 9.795 2018 Series NR / NR / NR Andy Nakahata Illinois 10/16/2018 125 Series B 2018 NR / BBB / A- Angelia Schmidt Uptown Development Auth 11/14/2018 31 Series 2018 Baa2 / NR / NR Frank Reed Stephen F Austin St Univ Bd of 1/24/2019 110.22 Series 2019 A& B A1 / NR / AA- Sandra Kim Regents 2019 Series BB, Regents of the Univ of California 3/12/2019 653.06 Aa2 / AA / AA Sandra Kim BC & BD Indianapolis Loc Pub Imp Bond Bank 3/21/2019 624.39 Series 2019 A & B Aa1 / NR / AAA Elizabeth Coolidge Zionsville Town-Indiana 3/28/2019 6.205 Series of 2019 NR / AA- / NR Angelia Schmidt Connecticut Hlth & Ed Facs Auth 5/1/2019 71.26 Series Q-1 A1 / A- / NR Lisa Rodgers Shreveport City-Louisiana 5/7/2019 100 Ser 2019 B Baa1 / BBB+ / NR Frank Reed Ocean Highway & Authority 5/16/2019 27.6 Series 2019 A & B NR / NR / NR Michael Lexton Kalamazoo City-Michigan 6/4/2019 19.87 Series 2019 NR / AA- / NR Angelia Schmidt NYS Housing Fin-Mortgage Agcy 6/5/2019 129.98 2019 Series H & I Aa2 / NR / NR Tim Sullivan Pennsylvania State University 6/11/2019 107 Series A of 2019 Aa1 / AA / NR Angelia Schmidt Fredericksburg Economic Dev Auth 7/12/2019 39.85 Series 2019 A & B NR / NR / BBB+ Chris Melvin Sarasota Co-Florida 7/23/2019 10.215 Series 2019 C NR / AA+ / NR Angelia Schmidt NYC Transitional Finance Auth 8/6/2019 130.58 Subseries A-1 Aa1 / AAA / AAA Angelia Schmidt Cinco MUD #1 8/7/2019 22.24 Series 2019 A A2 / NR / NR Frank Reed Univ of Colorado Bd of Regents 8/21/2019 101.89 Series 2019 A-2 Aa1 / NR / AA+ Sandra Kim St Louis Co ISD #2142 8/27/2019 8.1 Series 2019A NR / A / NR Angelia Schmidt Ocean Co-New Jersey 9/5/2019 3.155 Series 2019 Aaa / NR / AAA Angelia Schmidt Riverside Co Asset Leasing Corp 9/11/2019 12.875 Series 2019 A NR / AA- / NR Andrew Nakahata California St Public Works Board 9/17/2019 60.885 2019 Series B A1 / A+ / AA- Angelia Schmidt David Moffett and Seminole Co-Florida 9/18/2019 62.105 Series 2019 Aa2 / AA+ / NR Gary Garay Nueces Co-Texas 9/24/2019 40.31 Series 2019 Aa2 / NR / NR Frank Reed Scottsdale Muni Property Corp 10/1/2019 33.275 Series 2019 B NR / AAA / NR Angelia Schmidt New Jersey Economic Dev Auth 10/17/2019 27.765 Series 2019 A & NR / NR / NR Tim Sullivan and

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B Gary Garay Ohio Water Development Authority 11/13/2019 60.47 Series 2019 Aaa / NR / AAA Elizabeth Coolidge Portland City-Maine 11/19/2019 58.45 Series 2019 Baa1 / A- / NR Michael Lexton Indianapolis Loc Pub Imp Bond Bank 12/3/2019 133.96 Series 2019 B NR / NR / NR Elizabeth Coolidge Oregon Health Science University 12/3/2019 49.12 Series 2019 B-2 Aa3 / AA- / AA- Angelia Schmidt Burlingame Financing Auth 12/5/2019 31.4 Series 2019 NR / AA+ / NR Angelia Schmidt Connecticut Hlth & Ed Facs Auth 12/18/2019 63.595 Series G-1 & G-2 NR / BB+ / NR Lisa Rodgers University of Kentucky 1/22/2020 46.12 20202 Series A Aa2 / AA / NR Angelia Schmidt Washington 2/4/2020 21.115 Series 2020 A Aa1 / NR / NR Angelia Schmidt Tim Sullivan and New Jersey Economic Dev Auth 2/25/2020 28.6 Series 2020 NR / NR / NR Gary Garay Virginia Housing Dev Auth (VHDA) 2/25/2020 75 2020 Series A Aa1 / AA+ / NR Angelia Schmidt California Infrstr & Eco Dev Bank 3/4/2020 204.36 Series 2020A-1, 2 Aaa / NR / NR Sandra Kim David Moffett and Clay Co-Florida 3/5/2020 103.42 Series 2020 NR / A+ / AA Gary Garay Cinco MUD #1 5/14/2020 9.33 Series 2020 A2 / NR / NR Frank Reed Trinity River Authority 6/3/2020 5.61 Series 2020 NR / AA+ / NR Frank Reed San Diego Convention Ctr Expansion 6/23/2020 70.75 Series 2020 A NR / AA- / AA- Chris Melvin Fin Tim Sullivan and Massachusetts School Bldg Auth 6/30/2020 350.00 2020 Series A Aa2 / AA+ / AAA Gary Garay Pearland City-Texas 7/13/2020 7.19 Series 2020 B Aa3 / NR / AA- Frank Reed Iowa State Board of Regents 7/29/2020 6.775 Series SUI 2020 Aa1 / NR / NR Angelia Schmidt Lisa Rodgers, David Jacksonville City-Florida 8/18/2020 119.705 Series 2020 NR / A / A- Moffett and Gary Garay NYC Transitional Finance Auth 8/19/2020 139.73 Series B-3 Aa1 / AAA / AAA Angelia Schmidt Tim Sullivan and Massachusetts Dev Finance Agcy 8/20/2020 56.65 Series G (2020) NR / BB+ / NR Gary Garay Noblesville City-Indiana 9/10/2020 13.505 Series of 2020 Aa2 / NR / NR Angelia Schmidt East Carolina University 9/30/2020 16.84 Series 2020 Aa3 / AA- / NR Angelia Schmidt Newburgh Town-Indiana 10/6/2020 22.03 Series B of 2020 NR / AA- / NR Angelia Schmidt Stephen F Austin St Univ Bd of 10/8/2020 15.935 Series 2020 A1 / NR / AA- Sandra Kim Regents Los Angeles USD 10/15/2020 28.39 2020 Series A A2 / NR / NR Andrew Nakahata b. Underwriter's Counsel

The selection of underwriter's counsel shall be at the discretion of the senior managing underwriter. The Town requests that each candidate for senior managing underwriter identify Firms which it would consider for this role. The Town expects the Firms being considered to be listed in the Bond Buyer's Municipal Marketplace Directory and the current National Association of Bond Lawyers directory. It is assumed that the Firms being considered will accept the compensation level specified in the expense portion of your Firm's fixed price spread proposal. The Town anticipates that Greenberg Traurig, P.A. will act as its bond and disclosure counsel. The law firms that UBS is considering for Underwriter's Counsel are Llorente and Heckler, P.A., Moskowitz Mandell Salim & Simowitz, P.A and Squire Patton Boggs, which we list in alphabetical order. Please see below for the contact information for the proposed attorneys. Llorente and Heckler, P.A. Moskowitz Mandell Salim & Simowitz, P.A. Squire Patton Boggs Anitra Lanczi William G. Salim Jr. Esquire Pedro H. Hernández 801 Arthur Godfrey Road 800 Corporate Drive 200 South Biscayne Boulevard Suite 401 Suite 500 Suite 4700 Miami Beach, Florida 33140 Fort Lauderdale, Florida 33334 Miami, Florida 33131 Email: [email protected] Email: [email protected] Email: [email protected] Web: www.llorenteheckler.com Web: www.mmsslaw.com Web: www.squirepattonboggs.com Phone: (305) 742-2810 Phone: (954) 491-2000 Phone: (305) 577-7048 Identify the primary individual(s) that will provide underwriting and investment banking services to the Town. Include individuals who will serve as the senior syndicate underwriter. Include a resume for each individual and the location of these professionals. UBS provides detailed resumes below. Lead Professionals / Investment Banking Coverage Gary Garay Gary M. Garay re-joined the UBS Public Finance team in October 2019. Gary is Executive Director based out of our Miami office and works with issuers across the State of Florida. Gary brings 16-years of investment banking and quantitative analytical 100 SE 2nd Street experience to the team and has worked as senior manager with a vast array of 4

Suite 2400 issuers throughout his career including Non-Ad-Valorem CB&A, General Miami, FL 33131 Obligation, Special Obligation/Revenue, Water & Sewer, State Revolving Funds, Phone: (305) 536-9347 Mass Transit, Toll Road, Airport and Housing credits total over $20 billion of par Email: [email protected] (predominantly for issuers based in South Florida and the Commonwealth of Massachusetts). Recent issues on which Gary has served as senior manager in Florida total over $3 billion of financings for Miami-Dade County and Schools, Broward County and Schools, Palm Beach County and Schools, Clay County, St. Lucie County Schools, City of Pembroke Pines, City of Miami Beach, and City of Cape Coral.

David Moffett, CFA David Moffett, Executive Director, will provide dedicated coverage from the Executive Director Firm's Atlanta office. Mr. Moffett has nearly 20 years of experience in the municipal finance market with deep relationships throughout the Southeast Two Alliance Center region and public utility sector. His practice focus has been threefold (a) 3560 Lenox Road NE, Suite 2800 traditional Southeast general municipal business; (b) essential service public utility Atlanta, GA 30326 clients and (c) project finance including micro energy solutions, real estate and Phone: (404) 848-8502 structured financings. He has spent the majority of his career in public finance Email: [email protected] based in Atlanta and covering the southeastern region of the U.S., including Florida. Mr. Moffett has participated in various transactions involving Southeast issuers including: Seminole County (FL), Clay County (FL), JEA, the City of Atlanta, Orlando Utilities Commission, Florida Municipal Power Agency, Athens-Clarke County, Columbia County, MEAG, Municipal Gas Authority of Georgia, Metro Nashville, Nashville Electric Service, Chattanooga Electric Power Board, and East Baton Rouge Sewerage Commission.

Investment Banking Support

Kate Kehne Kate Kehne, Analyst, will provide day-to-day coverage and any transactional Analyst support for the Town. She is located in the Firm's New York Office. Ms. Kehne joined UBS in July 2019 after interning with UBS Public Finance in 2018 and is 1285 Avenue of the Americas currently the lead Analyst for the Southeast Team. Ms. Kehne graduated from New York, NY 10019 Cornell University with a B.S. in Industrial and Labor Relations and minors in Law Phone: (212) 821-4016 and Society and Policy Analysis and Management. Email: [email protected] Senior Syndicate Underwriter

Angelia Schmidt Angelia Schmidt brings extensive fixed income capital markets experience, Managing Director underwriting and distributing products for and to a wide range of issuer and Head of Underwriting investor clients. Since 2008, Ms. Schmidt was a Senior Underwriter in the Public Finance group at J.P. Morgan, leading transactions for some of the largest and 1285 6th Avenue most sophisticated issuers in the market including Energy Northwest, New York 13th Floor City Municipal Water Finance Authority, New York State Environmental Facilities New York, NY 10019 , Philadelphia Water Department, the City of New York, the State of Phone: (212) 821-3131 New York, New York City Housing Development Corporation, Kaiser Email: [email protected] Permanente, and Vanderbilt University Medical Center, among others.

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Underwriting Capabilities (Limit 3 Pages) a. Distribution

Describe your Firm's distribution capabilities. Specify your National and Florida Rankings and distribution capabilities including sales professionals, location and number of offices and financial consultants who will market the bonds.

UBS's Four-Pronged Distribution Platform. Five Main Objectives

Investor preferences vary greatly and the ability to Promote State of Florida Support Davie's Mission & Enhance Syndicate Retail Participation through a Expand Investor Base Low Strategic Plan Communication capture all major market segments is a capability Local Marketing Campaign held by very few firms. However, given UBS's strong relationships with Tier 1 institutional investors, our multi-local platform with strong • UBS’s municipal sales team actively • UBS will leverage our Wealth covers Tier 1 institutional investors Management USA business, network regional presence and our vast retail distribution with 9 seasoned specialists with an of financial advisors, and regional average tenure of 20 years network of retail traders to provide network as the world's largest wealth manager, broad retail distribution for • Executed over $20 billon in transactions UBS is uniquely positioned to employ a four- institutional client transactions since pronged approach to market transactions through 2017 of which 51% were purchases Institutional Retail • More than 6,300 financial advisors and more than $90 billion of • Average daily inventory of more than municipal bonds in client accounts our tier-one institutional, middle market, retail, $300 million of municipal bonds and international distribution channel. In 2019,

UBS was ranked the #20 negotiated underwriter. • Our Regional Institutional Sales  team is comprised of 22 people UBS’s capability to distribute securities efficiently • UBS can leverage its global footprint dedicated to covering Tier 2 and Middle Market International and presence in more than 50 to all major market segments ensures the Tier 3 investors located in multiple countries to broaden distribution broadest base of timely and accurate information offices across the US • This team covers mid-sized banks, regarding investor perceptions of credit issues and companies and views on pricing levels. Most importantly, it managers provides access to the capital markets under all market conditions and valuable support to Town's debt in the secondary market. • Institutional. UBS has a team of institutional salespeople who actively cover Tier 1 institutional investors well beyond the "first-in-line" Tier 1 buyers. With one of the longest tenured institutional salesforce on Wall Street with the average member having at least 20 years of experience, our salesforce has been with UBS through multiple economic cycles and knows how to market bonds in all environments. • Middle Market. As a complement to our municipal specialist, Tier 1 salesforce, UBS has a Regional Institutional Sales ("RIS") team dedicated to Tier 2 and Tier 3 investors. This team covers mid-sized banks, municipalities, insurance companies and money managers. Our RIS team is located in multiple offices throughout the country including in Florida. • Retail. UBS maintains a best-in-class retail network with over 6,100 financial advisors to wealth management clients across the country in 48 states holding $91 billion in municipal holdings. UBS sustains a strong retail presence in Florida with 575 financial advisors located across 25 branches with roughly $88 billion of client assets under management, including over $6.7 billion of municipal bonds. UBS enjoys nearly a 15% market share of retail production in the State. UBS was ranked the #16 managing underwriter of negotiated issuance in Florida in 2019. To facilitate the marketing of municipal bonds to retail investors, UBS maintains a group of 12 professionals whose exclusive responsibilities are to coordinate the marketing of municipal bonds to our Firm's financial advisors and retail investors. As further evidence of our Firm's ability to place Florida taxable fixed rate securities both nationally and in the State of Florida, we queried our retail accounts across the country by state that hold the Town's bonds. These results are very supportive of our performance despite the fact that UBS has not served as a managing underwriter for the Town in recent years – UBS retail accounts in 20 states/U.S. territories hold the Town's bonds, with the State of Florida for the majority (40%). In addition, UBS is the #3 top holder of the Town's bonds (totaling $2.5 million) when compared to institutional holders. • International. Demand for municipal bonds from international investors has continued to grow in recent years as international investors view the municipal as an opportunity for yield compared to other high-quality fixed income including U.S. Treasuries, U.S. corporate debt and sovereign debt of countries such as Germany and Japan. UBS is present in all major financial centers across the globe, with clients in over 50 countries. Together, UBS's financial advisors around the world oversee more than $2.8 trillion in client assets, making UBS the leading global wealth manager amongst its competitors.

Retail Distribution. With over 6,100 financial advisors and $91 billion of municipal bonds in client accounts nationwide, UBS is eager to leverage our network of financial advisors and regional network of experienced retail traders to provide the broadest retail distribution for our issuing clients' transactions. To facilitate the marketing of municipal bonds to retail investors, UBS maintains a central sales desk in New York whose exclusive responsibilities are to coordinate the marketing of municipal bonds to the Firm's 6

financial advisors and retail investors. These retail salespeople are further supported by a group of retail traders located in New Jersey, Florida, California, and Illinois, who together average 20 years of experience buying and selling municipal bonds. Outreach to retail investors will be conducted through UBS’s retail branch network and two parallel retail marketing campaigns – one specifically tailored to Florida investors and one designed to generate national retail investor appeal. Executive Director and Head of Retail Sales, CJ Duffy, will lead UBS’s in-state retail marketing efforts in conjunction with the UBS banking team and our New York-based underwriting and sales team. Below we provide recommendations for targeting retail investors.

b. Bond Purchasers

Identify the likely purchasers of the bonds and the general percentage or breakdown by group.

Investor Targets. It is imperative for the Town to be able to access the entire Top Holders of Florida, Aa2-rated Appropriation spectrum of investor types in order to optimize the results of the refunding. As Bonds # Firm Holdings ($) discussed earlier, UBS can leverage our unparalleled distribution channels to 1 Vanguard 20,175,000 engage investors of all type from Florida and National retail, middle market 2 Tennessee Farmers 14,055,000 investors, and institutional investors. In particular, in collaboration with our 3 10,140,000 institutional sales colleagues, UBS identified a list of likely institutional buyers. 4 Berkshire Hathaway 7,995,000 5 Victory Capital 5,270,000 The methodology to understanding likely participants was identifying the largest 6 TIAA 2,335,000 holders of Aa2 rated, Florida appropriation bonds. As can be seen in the 7 Investors Trust Co 1,505,000 accompanying graphic, this list of institutions would be ideal targets for this 8 Conning Inc 1,440,000 transaction. Overall, UBS would expect that institutional investors would be the 9 Olive Street 1,300,000 10 Spirit of America 1,000,000 largest buyer of these bonds with a small amount going to retail. However, our couponing recommendation described below would look to enhance retail demand further with the goal of placing as much as 30% to retail to reflect the Town's current investor composition as shown in the pie charts below. Couponing Considerations. UBS's banking, underwriting and sales professionals, in partnership with the Town and the financing team, will discuss and determine the tone of the market and set initial pricing for premarketing accordingly. The nuance of pricing is reflected in more complicated markets; as discussed above the market is currently experiencing moderate volatility following the initial COVID-19 market in March and April as well as historically low rates and very mixed investor demand depending on structure. In addition, nominal yields are below the tolerance for some investors such that the relative performance is not in line with what is typically expected. Due to the extremely low environment the market is experiencing, UBS has observed that high dollar prices on 5% coupons are adversely impacting retail demand. MMD is not even at 1% 10 years out, and UBS therefore strongly believes that a combination of different structures would be helpful in marketing the bonds to retail to further lower the Town's borrowing cost. UBS would present a market-driven scale for pre-marketing purposes similar to the sub-5% coupon presented in response to Part (c) of the Plan of Finance section and may adjust the scale based on market feedback.

7

Targeted reinvestment opportunities of maturing Davie bond positions in UBS client accounts. Importantly, UBS retail clients hold over $2.5 million of the Town's bonds in customer accounts, which on a relative basis, makes UBS WM USA the 3rd largest holder of the Town's debt when ranked against buy-side institutional investors. This provides us with deep insight on the potential demand from current holders looking to reinvest proceeds from current maturities and redemptions of the Town's bonds, especially in the year 2021. Reported Institutional Holdings: Town of Davie Rank Bondholder Holdings 1 Franklin Advisers $ 8,575,000 2 $ 4,000,000 3 UBS Retail Client Holdings $ 2,515,000 4 BlackRock $ 2,500,000 5 AQS Asset Management LLC $ 2,310,000 6 External Manager $ 1,450,000 7 Citizens Inc $ 1,150,000 8 Aquila Management $ 1,000,000 9 United Heritage FSI $ 1,000,000 10 KSKJ Life $ 960,000 c. Firm Capital and Underwriting Capability

Please provide details of your Firm's total capital and maximum underwriting capability as of your Firm's latest fiscal year end or most recent information on the latest quarterly filing with the Securities Exchange Commission. UBS Firm Capital. UBS's total capital is $5.939 billion and uncommitted excess net capital is $1.767 billion as based on the Firm's most recent filing with the SEC. UBS Financial Services Inc.'s municipal bond operation has been allocated a Firm capital commitment of up to $750 million, a portion of which is dedicated to our current municipal inventory. Given our current capital position, and assuming that we received all necessary internal approvals, we expect to have an underwriting capacity of several billion dollars. The results of the recent Federal Reserve annual stress test show that UBS is the most financially stable institution among the top underwriters of municipal bonds as of June 27, 2019, as shown in the adjacent bar chart. The Tier 1 common capital ratio measures the Firm's core equity capital compared to its total risk-weighted assets; a higher ratio demonstrates more capital in relation to risk-weighted assets. As indicated, UBS's common capital ratio of 16.0% is over 3x the minimum required ratio and nearly 5% higher than that of the next leading firm. Support UBS Client Liquidity Needs With Credit Products. UBS is among a relatively small number of firms that have been actively supporting the flow and credit needs of municipal issuers in response to the fiscal and cash flow uncertainty associated with COVID-19. UBS has a wide variety of liquidity and credit facilities and general lending products available to support the cash flow needs of our public finance clients. Since closing on our first credit facility on April 24, 2020, a $50 million revolving for the Massachusetts Bay Transportation Authority, UBS has closed four facilities totaling $750 million ($250 million of which were led by Davie lead banker Gary Garay), with several more in process. We believe that is important for issuers to choose partners like UBS that not only provides a global platform, local presence and experienced bankers but also the capacity to provide credit products. Ability and Willingness to Commit Capital. In order to support UBS's re-entry into the negotiated underwriting space in 2017, UBS FSI made a significant capital commitment to the Public Finance department's expansion. In addition, UBS is extremely active in the secondary market, providing support and liquidity for our issuing clients, while maintaining an average daily inventory of almost $350 million of municipal bonds. As capital commitments are client, transaction and market specific, UBS is not able to provide a specific dollar amount it could commit to an individual transaction prior to a full assessment of the credit and market conditions near the time of execution.

8

Plan of Finance (Limit 3 Pages) a. Gross Spread

For this fixed rate transaction provide a breakdown of the gross spread proposed, including management fee, average takedown and expenses. Please specify in actual dollars, the costs which you expect to incur for underwriters’ counsel fees and provide a for all other elements of underwriting expenses. Assume that the proposed bonds will be fixed rate obligations and issued in book-entry form. Also, assume the Project Fund amount of $25 million and level debt service. The proposed gross spread is detailed below and assumes a par amount of $22.785 million and per the specifications in the RFP.

Proposed Gross Spread Proposed Underwriting Expenses Component $/Bond $ Amount Component Basis $/Bond $ Amount Average Takedown 2.25 51,266 Per Bond 0.07 1,533 IPREO Expenses 0.73 16,550 Per Bond 0.01 163 IPREO Electronic Order Entry Management Fee 0.00 0 IRREO Wire Charge Fixed 0.01 114 Total Gross Spread 2.98 67,816 Fixed 0.04 800 DTC Per Bond 0.06 1,439 CUSIP Fixed 0.55 12,500 Underwriter's Counsel b. All-in-TIC Total 0.73 16,550

Provide Provide the All-in-TIC. Interest rate scales should be written based on a current market as of October 13, 2020. Assume that the Town’s cost of issuance (bond counsel, disclosure counsel financial advisor, printing, rating agency fees, etc.) is $200,000.00. Your “fees”, along with yields in the competitive market, will be used to establish a pricing index that will be important to the Town in considering scales proposed at the actual time of sale. Your interest rate scales should reflect levels which your Firm would, if necessary, be prepared to price and underwrite the bonds, with closing January 28, 2021. UBS has structured this transaction given the parameters outlined in this RFP along with the interest rate scale detailed below in Part (c). UBS has included the indicated cost of issuance as well as our proposed gross spread itemized above. The resulting All-in-TIC of this transaction using UBS's recommended sub-5% coupon structure is 2.558%. This All-in TIC is 67 bps lower than the All-in TIC resulting from a traditional 5% coupon structure of 3.228%. Operating under current low-rate market conditions, UBS recommends the Town consider sub-5% coupons and call features for maturities, where appropriate, in order to attract additional demand and result in the lowest borrowing cost. UBS believes the Town can opt for shorter calls by two years (i.e. an 8-year call) without incurring a pricing penalty on the stated yield. A shorter call could enhance demand as investors would look to a higher YTM with a shorter call and thus could lead to tighter stated spreads to MMD while also adding optionality to the Town's debt portfolio. UBS suggests the Town maintain a balance between optionality in the portfolio inherent in 5% coupons with the lower cost of funds that sub-5% coupons provide. Structuring a mix of 5% and sub-5% coupons increases and broadens the overall demand of the transaction, thereby putting favorable pricing pressure throughout the yield curve while also diversifying the coupon structure of the Town's debt profile. The inclusion of sub-5% bonds comes at a cost benefit of lowering overall TIC of the transaction while forgoing some of the inherent in a pure 5% structure of potential refunding savings in the future. Bifurcating maturities can also prove effective in generating interest for parts of the yield curve that have less demand otherwise. We believe that exploring sub-5% coupons for a portion of a transaction would decrease the Town's overall TIC as well as increase demand where deployed. As you will see our recommendation, which results in a lower TIC, results in a more diversified coupon composition. Level Debt with Sub-5% Couponing Delivery Date 1/28/2021 Amortization 2021-2051 Par Amount ($) 22,785,000 Average Life 18.72 Yield 2.27% All-In-TIC 2.56% Average Annual Debt Service 1,185,415 Note: Assumes rates as of 10/13/2020, a 10-year par call, $2.98/bond Underwriter's Discount

9

As seen below, the municipal market continues to experience low historical interest rates coupled with a very flat yield curve. That is, the relative advantage between short term and long term interest rates is very compressed, making it an opportune time for issuers to lock-in fixed, long-term borrowing costs (even when in widening credit spreads on the long-end due to absolute low rate levels). For this reason, UBS believes the Town's proposed long-range amortization structure through 2051 is an effective way to benefit from historically low cost of funds in the current market. In addition, should the Town wish to achieve a reduced level of near-term debt service to mitigate any adverse financial impact of the COVID-19 pandemic, the Town would be able to do so at a relatively minimal increase to its borrowing cost by strategically avoiding principal amortization in the near term due to low long term fixed rates and a flat yield curve. We would welcome the opportunity discuss this option with the Town and its municipal advisor and refine structuring options upon selection.

c. Interest Rate Scale

Include an Interest Rate Scale with spreads to MMD as of October 13, 2020. Principal shall be payable annually, commencing on October 1, 2021, and interest shall be payable semi-annually, on each April 1 and October 1, commencing on April 1, 2021 on a 30/360-day count basis, with a final of October 1, 2051 an/or October 1, 2052. Assume the bonds are AA by Moody’s. Below, UBS has presented an indicative scale for the transaction per the characteristics listed above using rates as of October 13th, 2020. This scale is reflective of current market environments given credit, UBS's sub-5% coupon structure to enhance retail demand and other factors discussed in this RFP.

10

MMD as of Maturity Amortization Coupon Spread (bps) Yield YTM Yield Kick 10/13/2020 10/1/2021 0.14% 245,000 5.00% 8 0.22% 0.22% 0.00% 10/1/2022 0.15% 375,000 5.00% 10 0.25% 0.25% 0.00% 10/1/2023 0.16% 395,000 5.00% 12 0.28% 0.28% 0.00% 10/1/2024 0.20% 415,000 5.00% 15 0.35% 0.35% 0.00% 10/1/2025 0.29% 435,000 5.00% 18 0.47% 0.47% 0.00% 10/1/2026 0.44% 455,000 5.00% 21 0.65% 0.65% 0.00% 10/1/2027 0.58% 480,000 5.00% 24 0.82% 0.82% 0.00% 10/1/2028 0.71% 500,000 5.00% 28 0.99% 0.99% 0.00% 10/1/2029 0.85% 525,000 5.00% 32 1.17% 1.17% 0.00% 10/1/2030 0.95% 555,000 5.00% 35 1.30% 1.30% 0.00% 10/1/2031 1.04% 580,000 5.00% 38 1.42% 1.69% 0.27% 10/1/2032 1.12% 610,000 5.00% 41 1.53% 2.00% 0.47% 10/1/2033 1.20% 640,000 5.00% 42 1.62% 2.25% 0.63% 10/1/2034 1.25% 675,000 5.00% 42 1.67% 2.44% 0.77% 10/1/2035 1.30% 705,000 4.00% 62 1.92% 2.50% 0.58% 10/1/2036 1.35% 735,000 4.00% 62 1.97% 2.61% 0.64% 10/1/2037 1.39% 765,000 4.00% 62 2.01% 2.70% 0.69% 10/1/2038 1.43% 795,000 3.00% 82 2.25% 2.54% 0.29% 10/1/2039 1.47% 820,000 3.00% 82 2.29% 2.58% 0.29% 10/1/2040 1.51% 845,000 3.00% 82 2.33% 2.62% 0.29% 10/1/2041 1.55% 870,000 ------10/1/2042 1.59% 895,000 ------10/1/2043 1.62% 920,000 ------10/1/2044 1.65% 950,000 ------10/1/2045 1.68% 975,000 3.00% 82 2.50% 2.76% 0.26% 10/1/2046 1.69% 1,005,000 ------10/1/2047 1.70% 1,035,000 ------10/1/2048 1.71% 1,060,000 ------10/1/2049 1.72% 1,090,000 ------10/1/2050 1.73% 1,115,000 ------10/1/2051 1.73% 1,140,000 2.625% 92 2.65% 2.65% 0.00% d. Spread Proposal

Provide the fixed price spread proposal expressed in dollars per thousand. The proposed gross spread is detailed below and assumes a par amount of $22.785 million and per the specifications in the RFP.

Proposed Gross Spread Proposed Underwriting Expenses Component $/Bond $ Amount Component Basis $/Bond $ Amount Average Takedown 2.25 51,266 Per Bond 0.07 1,533 IPREO Expenses 0.73 16,550 Per Bond 0.01 163 IPREO Electronic Order Entry Management Fee 0.00 0 IRREO Wire Charge Fixed 0.01 114 Total Gross Spread 2.98 67,816 Fixed 0.04 800 DTC Per Bond 0.06 1,439 CUSIP Fixed 0.55 12,500 Underwriter's Counsel Total 0.73 16,550

11

Additional Information (Limit 2 Pages) a. Further Information

Provide any additional information you feel will be helpful to the Town in evaluating your qualifications to serve as underwriter for the Town's financing. Below we have summarized why UBS should be considered as part of the Senior Managing Underwriter Group. Dedicated and Experienced Banking Team. As described, the Town's coverage team is composed of experienced professionals who have a deep understanding of the municipal market and have covered all types of issuers, structures, credits and tax statuses, particularly in the State of Florida. These dedicated team members will leverage the full resources of our Firm to benefit the Town's upcoming financings. The banking team will bring creative ideas, extensive marketing and seamless execution to the Town. Capital Position and Firm Ratings. UBS's capital strength serves as a competitive advantage. Despite operating under one of the strictest capital standards among the major global financial centers, UBS has demonstrated our willingness and ability to support our clients by taking bonds into inventory and committing capital in order to provide and maintain strong pricing levels. Additionally, UBS is one of the few banks with two "AA" category ratings, being rated Aa3 by Moody's, A+ by S&P and AA- by Fitch (all with stable outlooks). Based on the recent Federal Reserve annual stress test, UBS is one of the world's best capitalized financial institutions, standing out as the most financially stable institution among the top underwriters of municipal bonds. This financial strength is a key driver of our ability and willingness to commit capital to the Town's financings. State and Local Presence. UBS maintains a strong retail presence in Florida with 535 financial advisors located across 25 branches with over $88 billion of client assets under management, including over $6.7 billion of municipal bonds. In addition to our primary municipal trading desk in the New York area, UBS maintains regional retail trading desks in Orlando, Los Angeles and Chicago. UBS is the only investment bank that has a local sales and trading desk in the State. Our Orlando-based trading group differentiates UBS from our competitors – local resources familiar with the Town and the surrounding South Florida area are a definite advantage over traders located 1,100 miles away in New York. Lastly, UBS's Florida-based advisors produce nearly 15% of the retail market production in the State. Quantitative Strategies. In addition to the extensive experience provided by our core team members, UBS has a dedicated quantitative strategies team that oversees strategic analysis for the Public Finance Group. Giles Nicholson, Head of Quantitative Strategies, leads this team and has covered some of the most complex issuers in the country, including the MTA, New York City, and California Regents System. UBS Research Capabilities. UBS regularly publishes research and has a dedicated municipal research division within our Chief Investment Office (CIO). Because of this, UBS can actively provide the Town with our latest, up-to-date municipal research reports. Below, we provide a few examples of the types of research reports that our CIO team actively produces. • Municipal Market Guide. A monthly municipal-specific research report that covers a variety of different topical issues and trends going on within the municipal market. • Fixed Income Strategist. Geared toward retail investors, this report also provides insights for issuers into the current municipal market and appetite for fixed income investments. • Washington Weekly. A weekly report on and political developments in Washington D.C. that is made available to our clients. This report covers legislative issues with a focus on financial services, tax and regulatory topics. • Retail Ladder Portfolio. The Municipal Credit Ladder (MCL) program at UBS combines our Chief Investment Office (CIO) researched issuers with the execution and construction of portfolios for our clients. UBS follows stringent guidelines as to which issuers are selected into the program for future investment.. UBS's Commitment to Diversity and Inclusion. UBS believes a Public Finance Department diverse workforce and inclusive culture is crucial to our Firm's long- Women Men Diverse Talent term success. It is our experience that teams with diversity in gender, Number % Number % Number % race, age, ethnicity, education, background, sexual orientation, etc. Total 30 43% 39 57% 41 59% better understand and relate to our equally diverse clients' needs. Officers 17 36% 30 64% 27 57% Three main criteria have driven senior leadership's hiring efforts as Associates 10 56% 8 44% 11 61% we have grown our Public Finance practice: (i) core competency, (ii) Paraprofessionals 3 75% 1 25% 3 75% cultural fit within our Firm and (iii) diversity of perspective. At the time of this RFI, we have a total of 69 team members in our Public Finance Department. As shown in the table above, 59% of the Public Finance Department and the Town's coverage team identifies as diverse talent. At the senior level, women and minorities hold a number of key leadership positions. 71% of our group heads are diverse talent including and relevant to the 12

Town: the Head of Credit Strategies as well as the Head of the Underwriting Desk, the only female head of municipal underwriting for a national firm. We feel that diversity of thought, opinion and experience at all levels enables our team to make more informed decisions and provide innovative financing solutions in support of our clients. UBS Value Added Analytical Approach – Evidence Lab. In addition to the various information and analytics sources discussed throughout our RFP response, UBS is also able to leverage the UBS Evidence Lab to share relevant, real-time data with clients such as the Town. The UBS Evidence Lab is a sell-side team of experts that work across 45 specialized labs across more than 55 product areas (including those listed below), with a focus on creating insight-ready datasets to assist in client decision-making. This type of macroeconomic and sector data could prove quite useful for the purposes of planning and responding to current financial challenges caused by the COVID-19 pandemic. Below UBS provides select sample graphs demonstrating our EvidenceLab capabilities. These were important data points that our team presented to clients during the height of the COVID Pandemic and are an illustration of how EvidenceLab can breakdown this data down to the City and County level.

b. Statement of Assurance

Provide a statement of assurance that your Firm is not presently in violation of any statutes or regulatory rules that might impact your Firm's operations. To the best knowledge of the person submitting this response on behalf of UBS Financial Services Inc. (the broker-dealer through which UBS currently conducts its public finance business), UBS it not presently in violation of any statutes or regulatory rules that might impact our Firm's operations. c. Litigation

Provide information on the nature and magnitude of any litigation in which your Firm has been a party during the past three years. Also, include information on any pending litigation as well. To the best knowledge of the person submitting this response on behalf of UBS Financial Services Inc. (the broker-dealer through which UBS currently conducts its public finance business), no officer, director or negotiated public finance department employee of UBS FSI has been the subject of any material litigation, administrative proceedings, violation of or investigation for any regulatory agency rules (SEC, MSRB, FINRA, NYSE). With respect to UBS, due to the global nature of its business, UBS Group AG (the UBS parent company) is subject to a wide range of regulatory oversight, including oversight of its U.S. public finance business. We are involved in a variety of claims, disputes, legal proceedings and governmental and regulatory inquiries and investigations in jurisdictions where we are active and such matters from time to time include matters involving our municipal securities or public finance business. As part of the securities industry registration and licensing process, UBS and its employees are required to disclose certain arbitration awards, disciplinary, financial and regulatory events. In addition actions by regulatory authorities against current or former employees are also disclosed. Information in this regard is available on FINRA's BrokerCheck website (https://brokercheck.finra.org/). This information includes disclosures related to not only the broker dealer through which UBS conducts its public finance business (currently UBS Financial Services Inc.) but to our parent company (UBS Group AG) and other UBS Affiliates. UBS Group AG discloses material legal proceedings as part of its SEC filings, including matters relating to its subsidiaries. The most recent such filings can be found on the firm's Investor Relations website (https://www.ubs.com/global/en/about_ubs/investor_relations.html). We are not able to comment on pending or anticipated non-public or regulatory inquiries, investigations or legal proceedings, if any.

13

Appendix: Required Attachments

14

RFP# RM-21-03

SECTION5.0 REQUIRED FORMS

SIGNATURE PAGE

A submittal shall be considered an offer on the part of the proposer. Failure to sign this form is grounds for immediate disqualification. By signing this document, you are affirming:

• That you have read and understood the terms, conditions, and information included within this solicitation.

• That all the information provided above is true and accurate.

• That the business associated with this solicitation has not been debarred, convicted of a public entity crime, and does not have a conflict of interest in any manner as described herein.

• That you have the proper authority to sign this document and the ability to bind this business entity to the terms and conditions herein.

Authorized Signatory: ______

Print Name: ______Gary Garay ______

40 RFP# RM-21-03

AFFIDAVIT OF ELIGIBILITY FOR LOCAL VENDOR PREFERENCE (Davie Code of Ordinances Sec. 2-329)

**Complete the boxes below as applicable:**

1. ___ My Business is located within the Town of Davie.

Legal Name of Firm:

Taxpayer ID No.: Physical Address: SHALL NOT BE A P.O. BOX OR RESIDENCE

Phone Number:

Email Address:

Has the business name changed since it was opened in Davie? Yes___ No___

If yes, provide the previous business name:

Date your business was established in Town of Davie:

Business License Number: Date Issued:

The business employs ______(insert a number) full time employees.

2. ___X My Business is located within Broward County.

Legal Name of Firm: UBS Financial Services Inc.

Taxpayer ID No.: 13-2638166 Physical Address: 401 E Las Olas Blvd. #2300, Fort Lauderdale, FL 33301 SHALL NOT BE A P.O. BOX OR RESIDENCE

954-525-5550 Phone Number:

Email Address: [email protected]

Has the business name changed since it was opened in Broward County? Yes___ No___X

If yes, provide the previous business name:

Date your business was established in Broward County: 02/01/2015

Business License Number: 45850 Date Issued: 02/01/2015 74 The business employs ______(insert a number) full time employees.

____X I have attached copies of applicable Business Tax Receipt(s) (REQUIRED).

The undersigned states that the forgoing statements are true and correct. The undersigned also acknowledges that any person, firm, corporation or entity intentionally submitting false information to the Town in an attempt to qualify for local preference shall be prohibited from bidding on Town of Davie products and services for a period of one (1) year. Gary Garay Authorized Signatory: ______Print Name: ______

41 RFP# RM-21-03

CLIENT REFERENCE FORM

Provide a minimum of three (3) client references from recent similar transactions.

1) Name of Client Entity: ______Clay County, ______Florida Address: ______PO Box 988 477 Houston______Street City/State/Zip: ______Green Cove Springs,______FL 32043 Contact: ______Howard Wanamaker Title: ______Clay County Manager Email Address: [email protected] Telephone: ______(904) 269-6347 Scope of Work: ______Senior Manager Description of Services Provided: ______Senior Managed______Sales Surtax ______Bonds, Series 2020

2) Name of Client Entity: ______Seminole County,______Florida Address: ______County Services Building, 1101 East First Street City/State/Zip: ______Sanford, Florida 32771 Contact: ______Nicole Guillet Title: ______County Manager Email Address: [email protected] ____ Telephone: ______(407) 665-7211 Scope of Work: ______Senior Manager Description of Services Provided: ______Senior managed______Water and Sewer ______Refunding Bonds

3) Name of Client Entity: ______Miami-Dade County,______Florida Address: ______111 NW 1st Street, Suite 2550 City/State/Zip: ______Miami, FL 33128 Contact: ______Arlesa Wood Title: ______Bond Administration Division Coordinator Email Address: [email protected]______Telephone: ______(305) 375-5147 Scope of Work: ______Senior Manager Description of Services Provided: ______Senior Manager______

42 RFP# RM-21-03

REQUIRED PROPOSER/BIDDER QUESTIONNAIRE

1. How many years has your firm been in business under its present business name?: ______40

2. Under what other former name(s) has your firm operated?: ______N/A

______

3. Have any similar agreements held by proposer for a similar project to the proposed project ever been canceled? Circle one: X No Yes If yes, please explain: ______

______

______

4. Has the proposer or any principals of the firm failed to qualify as a responsible proposer, refused to enter into a contract after an award has been made, failed to complete a contract during the past five (5) years, or been declared to be in in any contract in the last five (5) years? Circle one: X No Yes

If yes, please explain: ______

______

______

5. Has the proposer or any principals of the firm ever been declared bankrupt or reorganized under Chapter 11 or put into receivership? Circle one:X No Yes

If yes, please explain and give date, court jurisdiction, action taken, and any other explanation deemed necessary: ______

______

6. Litigation/Judgements/Settlements/Debarments/Suspensions – Submit information on any pending litigation and any judgements and settlements of court cases relative to providing the services requested herein that have occurred within the last three (3) years. Also indicate if your firm has been debarred or suspended from bidding or proposing on a project by any government entity during the last five (5) years. ______Due to the global nature of its business, UBS Group AG (the UBS parent company) is subject to a wide range of regulatory oversight, including oversight of its U.S. public finance business. We are involved in a variety of claims, disputes, legal proceedings______and governmental and regulatory inquiries and investigations in jurisdictions where we are active and s uch matters from time to time include matters involving our municipal securities or public finance business. As part of the securities industry registration and licensing process, UBS and its employees are required to disclose certain arbitration awards, disciplinary, financial and regulatory events. In addition actions by regulatory authorities against current or former employees are also disclosed. Information in this regard is available on FINRA's BrokerCheck website (https://brokercheck.finra.org/). This information includes disclosures related to not only the broker dealer through which UBS conducts its public finance business (currently UBS Financial Services Inc.) but to our parent company (UBS Group AG) and other UBS Affiliates. UBS Group AG discloses material legal proceedings as part of its SEC filings, including matters relating to its subsidiaries. The most recent such filings can be found on the firm's Investor Relations website (https://www.ubs.com/global/en/about_ubs/investor_relations.html). 43 We are not able to comment on pending, anticipated or completed non-public governmental or regulatory inquiries, investigations or legal proceedings, if any.” RFP# RM-21-03

LOBBYING INTEREST FORM

Please selection one option:

______X My company is not interested in lobbying either staff or elected officials on any subject associated with this solicitation.

______My company is interested in lobbying either staff or elected officials on matters associated with this solicitation.

Gary Garay Authorized Signatory: ______Print Name: ______

44 RFP# RM-21-03

SOURCE OF INFORMATION SURVEY

How did you find out about this solicitation? Check all that apply:

1. www.davie-fl.gov

2. www.demandstar.com

3. The Sun-Sentinel

5. Referral/word-of-mouth Specify Source: ______

6. Search Engine/Internet search

7. E-mail X Specify Source: ______Rebecca Moreau, Procurement Coordinator

8. Banner or Link on another website

9. Flyer, newsletter, direct mail Specify Source: ______

10. Other, Specify Source: ______

Please note: This survey form is used for internal Procurement purposes only.

45 TOWN OF DAVIE

VENDOR REGISTRATION FORM VENDOR INFORMATION

Is this a form being filled out as a new application or an update to an existing application? New Application X Updating Application Vendor Name: (Business Name Registered With The State OR Full Name If An Individual) UBS Financial Services Inc.

Mailing Address: 100 SE 2nd Street, Suite 2400 Miami, FL 33131

Remit to Address (If Different from Mailing Address):

Contact Name: Gary Garay Telephone: Federal Tax ID Number: 305-536-9347 13-2638166 Fax Number: Company Email Address: [email protected] Business Website (If Applicable):

Emergency Contact Information Please enter information the Town can use to contact you for disaster or emergency services below Name Contact Information Gary Garay 305-536-9347 Have you been awarded any government contracts recently or in the past? If yes, please list the contract #’s, the agency, the service provided , and if it is still active. UBS Financial Services Inc. is in the business of having government contracts

in an underwriting capacity. We have detailed our experience as well as past

experiences with government agencies throughout our response. UBS Financial

Services Inc. is a full service firm that, in addition to providing underwriting ser-

vices to government clients, provides other contractual services including but

not limited to brokerage services.

Products & Services

In the space provided below please indicate any product or services that your firm provides Please see the answer above for the services we provide to government clients. Ownership Disclosure

1. If the contract or business transaction is with a company, the full legal name and business address shall be provided for each officer and director and each stockholder who directly or indirectly holds five percent (5%) or more of the corporation’s . If the contract or business transaction is with a trust, the full name and address shall be provided for each trustee and each beneficiary. All such names and address are as follows (Post Office addresses are not acceptable):

Full Legal Name Address Ownership % N/A

2. The full legal names and business addresses of any other individual (other than subcontractors, materialmen, suppliers, laborers, and lenders) who have, or will have, any legal, equitable, or beneficial interest in the contract or business transaction with the Town are as follows (Post Office addresses are not acceptable):

Full Legal Name Address N/A 3. The officers of the Corporation are as follows:

Name Address President: Jason Chandler 1000 Harbor Blvd Weehawken, NJ Vice President: N/A

Secretary: N/A

Treasurer: Ralph Mattone 1000 Harbor Blvd Weehawken, NJ Registered Agent: Gary Garay 100 SE 2nd Street Miami, FL 33131 TOWN OF DAVIE CERTIFICATION PURSUANT TO FLORIDA STATUTE § 287.135

______UBS Financial Services Inc. does not: Company Name

1. Participate in a boycott of Israel; and

2. Is not on the Scrutinized Companies that Boycott Israel list; and

3. Is not on the Scrutinized Companies with Activities in Sudan List; and

4. Is not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List; and

5. Has not engaged in in Cuba or Syria.

Affirm: X TOWN OF DAVIE CERTIFICATION REGARDING DEBARMENT

Certification Regarding Debarment, Suspension And Other Responsibility Matters TO BE COMPLETED BY PROSPECTIVE VENDOR A. The prospective Vendor certifies that it and its principals (subcontractors and suppliers):

1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or involuntarily excluded by any Federal, State, County, City or Town or other government agency;

2. Have not within a three (3) year period preceding this bid proposal been convicted of or had a civil judgment entered against it for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, City or Town of other local agency) transaction or contract; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;

3. Are not presently indicted for or otherwise criminally or civilly charged by a government entity (Federal, State or local) within commission of any of the offenses enumerated in paragraph (A)(2) of this certification; and

4. Have not within a three (3) year period preceding this bid proposal had one or more public contracts (Federal, State, City or Town or other agency) terminated for cause or default.

B. Where the prospective Vendor is unable to certify to any of the statements in this certification, an authorized signatory to this proposal shall complete, sign and attach a detailed explanation.

Affirm: X Vendor or Contractor Conflict of Interest Disclosure Statement

What Defines A Conflict Of Interest According To The Town:

A. An officer, director, employee, agent, or other consultant of the Town or a member of the immediate family or household of the aforesaid has directly or indirectly received or been promised any form of benefit, payment or compensation, whether tangible or intangible, in connection with a grant of the Agreement with the Town or its Departments.

B. There are undisclosed persons or entities interested with the Contractor in the Agreement. The Agreement is entered into by the Contractor with a connection with another entity or person making a proposal for the same purpose, and possibly with collusion, fraud or conflict of interest. Elected or appointed officer(s) or official(s), director(s), employee(s), agent(s) or other consultant(s) of the Town, or of the State of Florida (including elected and appointed members of the legislative and executive branches of government), or member of the immediate family or household of any of the aforesaid: 1.) Is interested on behalf of or through the Contractor directly or indirectly in any manner whatsoever in the execution or the performance of the Agreement, or in the services, supplies or work, to which the Agreement relates or in any portion of the ; or 2.) Is an employee, agent, advisor, or consultant to the Contractor or to the best of the Contractor’s knowledge, any subcontractor or supplier to the Contractor.

DISCLOSURE OF CONFLICT OF INTEREST

VENDOR SHALL DISCLOSE BELOW, TO THE BEST OF HIS OR HER KNOWLEDGE, ANY TOWN OF DAVIE OFFICER OR EMPLOYEE, OR ANY RELATIVE OF ANY SUCH OFFICER OR EMPLOYEE AS DEFINED ABOVE AND IN SECTION 112.3135, FLORIDA STATUTES, WHO IS AN OFFICER, PARTNER, DIRECTOR OR PROPRIETOR OF, OR HAS A MATERIAL INTEREST IN THE VENDOR’S BUSINESS OR ITS PARENT COMPANY, ANY SUBSIDIARY, OR AFFILIATED COMPANY, WHETHER SUCH TOWN OFFICIAL OR EMPLOYEE IS IN A POSITION TO INFLUENCE THIS PROCUREMENT OR NOT. Please indicate below if there is a Conflict Of Interest. (Please select one option)

YES X NO If you indicated yes above please list the names and relationships of those who you believe would lead to a conflict of interest in the space provided below

Name: Relationship:

By signing this document you are affirming that you have read and understood the terms, conditions, and information above. That all the information provided above is true and accurate. That the business associated with this application has not been debarred and does not have a conflict of interest in any manner as described above. That you have the proper authority to sign this document.

Name & Title, Typed or Printed Gary Garay, Executive Director

10/22/2020 Authorized Signature Date DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 10/20/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the 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). CONTACT PRODUCER NAME: Aon Risk Services Northeast, Inc. PHONE (866) 283-7122 FAX (800) 363-0105 New York NY Office (A/C. No. Ext): (A/C. No.):

One Liberty Plaza E-MAIL Holder Identifier : 165 Broadway, Suite 3201 ADDRESS: New York NY 10006 USA INSURER(S) AFFORDING COVERAGE NAIC #

INSURED INSURER A: Sentry Insurance A Mutual Company 24988 UBS AG INSURER B: Sentry Casualty Company 28460 1000 Harbor Blvd Weehawken NJ 07086-6761 USA INSURER C: INSURER D:

INSURER E:

INSURER F: COVERAGES CERTIFICATE NUMBER: 570084620157 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, Limits shown are as requested INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS

COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES (Ea occurrence)

MED EXP (Any one person)

PERSONAL & ADV INJURY

GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE PRO- POLICY JECT LOC PRODUCTS - COMP/OP AGG

OTHER:

A AUTOMOBILE LIABILITY 90-18977-03 01/01/2020 01/01/2021 COMBINED SINGLE LIMIT 570084620157 (Ea accident) $1,000,000

BODILY INJURY ( Per person) X ANY AUTO SCHEDULED BODILY INJURY (Per accident) OWNED AUTOS AUTOS ONLY PROPERTY DAMAGE HIRED AUTOS NON-OWNED (Per accident) ONLY AUTOS ONLY

UMBRELLA LIAB OCCUR EACH OCCURRENCE Certificate No :

EXCESS LIAB CLAIMS-MADE AGGREGATE

DED RETENTION A WORKERS COMPENSATION AND 901897701 01/01/2020 01/01/2021 PER STATUTE OTH- EMPLOYERS' LIABILITY X ER Y / N AOS ANY PROPRIETOR / PARTNER / E.L. EACH ACCIDENT $1,000,000 B EXECUTIVE OFFICER/MEMBER N N / A 901897702 01/01/2020 01/01/2021 (Mandatory in NH) HI, WI E.L. DISEASE-EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE-POLICY LIMIT $1,000,000

DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RFP# RM-21-03 Town of Davie is included as Additional Insured in accordance with the policy provisions of the Auto Liability policy.

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

Town of Davie AUTHORIZED REPRESENTATIVE 6591 Orange Drive Davie FL 33314 USA 7777777707070700077763616065553330771626577236555707643215442637113073462555366301120776041513067411207526411732230152071622775364723300732601177203275207704011752274530077727252025773110777777707000707007 6666666606060600062606466204446200602202626204200006222024040242000062000242620400200622200624006200206200006062240002062220060600600000622202604026020006000206262202600066646062240664440666666606000606006

©1988-2015 ACORD CORPORATION. All rights reserved ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD

R E C E I P T Receipt No.: 1895749

Receipt Date: 09/04/2020 Cashier: Paid Online

Payer: Maria Cusanelli Payment Method:

Check No. / Payment Reference: 5992283154676032504044 Total Paid: $315.00

Business ID No.: BL-9051640 Record Type: Professional Business Tax Renewal (State,County,Federal,Registered, etc.) Address: 401 E LAS OLAS BLVD, # 23FL, FORT LAUDERDALE, FL Renewal ID: BT-SLP-REN-20075667 33301

Fee Description Fee Amount Prior Paid Paid BROKER/BROKERAGE-SELLING ETC $315.00 $0.00 $315.00 Totals: $315.00 $0.00 $315.00

Thank you for using LauderBuild, the City of Fort Lauderdale online permitting self-service portal

CITY HALL 100 North Andrews Avenue, Fort Lauderdale, FL 33301 Equal Opportunity Employer WWW.FORTLAUDERDALE.GOV Page 1 of 1 State of Florida Department of State

I certify from the records of this office that UBS FINANCIAL SERVICES INC. is a Delaware corporation authorized to transact business in the State of Florida, qualified on December 8, 1969.

The document number of this corporation is 823791.

I further certify that said corporation has paid all fees due this office through December 31, 2020, that its most recent annual report/uniform business report was filed on April 28, 2020, and that its status is active.

I further certify that said corporation has not filed a Certificate of Withdrawal.

Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capital, this the Sixth day of July, 2020

Tracking Number: 1979885012CU

To authenticate this certificate,visit the following site,enter this number, and then follow the instructions displayed.

https://services.sunbiz.org/Filings/CertificateOfStatus/CertificateAuthentication

G-17 Letter Town of Davie 6591 Orange Drive Davie, Florida 33134 Attention: Brian O'Connor

Dear Mr. O'Connor: UBS Financial Services Inc. proposes to serve as an underwriter, and not as a financial advisor or municipal advisor, in connection with the potential issuance of bonds (the "Bonds"). I. Disclosures Concerning the Underwriters' Role: (i) MSRB Rule G-17 requires an underwriter to deal fairly at all times with both municipal issuers and investors. (ii) The underwriters' primary role is to purchase the Bonds with a view to distribution in an arm's-length commercial transaction with the Issuer. The underwriters have financial and other that differ from those of the Issuer. (iii) Unlike a municipal advisor, the underwriters do not have a fiduciary to the Issuer under the federal securities laws and are, therefore, not required by federal law to act in the best interests of the Issuer without regard to their own financial or other interests. (iv) The underwriters have a duty to purchase the Bonds from the Issuer at a fair and reasonable price, but must balance that duty with their duty to sell the Bonds to investors at prices that are fair and reasonable. (v) The underwriters will review the official statement for the Bonds in accordance with, and as part of, their respective responsibilities to investors under the federal securities laws, as applied to the facts and circumstances of this transaction. II. Disclosures Concerning the Underwriters' Compensation: The underwriters will be compensated by a fee and/or an underwriting discount that will be set forth in the bond purchase agreement to be negotiated and entered into in connection with the issuance of the Bonds. Payment or receipt of the underwriting fee or discount will be contingent on the closing of the transaction and the amount of the fee or discount may be based, in whole or in part, on a percentage of the principal amount of the Bonds. While this form of compensation is customary in the municipal securities market, it presents a conflict of interest since the underwriters may have an incentive to recommend to the Issuer a transaction that is unnecessary or to recommend that the size of the transaction be larger than is necessary. III. Conflicts Disclosures: At this time, UBS Financial Services Inc. has identified the following potential or actual material conflicts (within the meaning of MSRB Rule G-17) specific to UBS Financial Services Inc.'s potential participation in the underwriting of the Bonds: In the ordinary course of its various business activities including providing brokerage services to the issuer and other persons, UBS Financial Services Inc. and its affiliates, officers, directors, and employees may purchase, sell or hold a broad array of investments and may actively securities, derivatives, , , , credit default swaps, and other financial instruments for their own account and for the accounts of customers. Such investment and trading activities may involve or relate to assets, securities and/or instruments of the Issuer (whether directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the Issuer. UBS Financial Services Inc. and its affiliates also may communicate independent investment recommendations, market advice or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and at any time may hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments, in capacities other than as Municipal Advisor. IV. Disclosures Concerning Complex Municipal Securities Financing: Since UBS Financial Services Inc. has not recommended a "complex municipal securities financing" to the Issuer, additional disclosures regarding the financing structure for the Bonds are not required under MSRB Rule G-17. If you or any other Issuer officials have any questions or concerns about these disclosures, please make those questions or concerns known immediately to the undersigned. In addition, you should consult with the Issuer's own financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the extent you deem appropriate. It is our understanding that you have the authority to bind the Issuer by contract with us, and that you are not a party to any conflict of interest relating to the subject transaction. If our understanding is incorrect, please notify the undersigned immediately. We are required to seek your acknowledgement that you have received this letter. Accordingly, please send me an email to that effect, or sign and return the enclosed copy of this letter to me at the address set forth below. Depending on the structure of the transaction that the Issuer decides to pursue, or if additional potential or actual material conflicts are identified, we may be required to send you additional disclosures regarding the material financial characteristics and risks of such transaction and/or describing those conflicts. At that time, we also will seek your acknowledgement of receipt of any such additional disclosures. We hope to have the opportunity to work with you and the Issuer in connection with the issuance of the Bonds. Thank you.

Sinc erely,

Gary Garay Executive Director [email protected]

Acknowledgement of Receipt: ______Disclosures About UBS Financial Services Inc.’s Role as Underwriter, Not as Municipal or Financial Advisor UBS Financial Services Inc. (“UBS FSI”) intends to serve as an underwriter, and not as a municipal or financial advisor, in connection with the potential issuance of bonds, notes or other municipal securities (the “Bonds”). We are providing you, the issuer of the Bonds (the "Issuer"), with certain disclosures relating to the Bonds, as required by the Municipal Securities Rulemaking Board (MSRB) Rule G-17 as set forth in MSRB Notice 2012-25 (May 7, 2012). Such disclosures can be found herein under the heading "Disclosures by UBS Financial Services Inc. Pursuant to MSRB Rule G-17." Additional Disclosures This document has been prepared by UBS FSI exclusively for the Issuer and the other party or parties to whom UBS FSI delivers this document (collectively, the “Intended Recipients”). Except with respect to information concerning UBS FSI and its operations and capabilities and any transactions previously or currently underwritten by UBS FSI, UBS FSI has not independently verified any information contained herein and does not make any representation or warranty, either express or implied, as to the accuracy, completeness or reliability of such information. Any estimates or projections as to future events (including, but not limited to, projections as to future debt service payments) contained in this document, if any, reflect the best judgment of UBS FSI based upon the information provided by the Intended Recipients, current market conditions and other publicly available information as of the date of this document. Actual results may vary from the estimates or projections reflected herein. Nothing contained herein is, or shall be relied upon as, a promise or representation that such estimates or projections will be realized. This document has been prepared in response to a request for proposal issued by the entity, and dated the date, set forth on the cover page hereof. It is the understanding of UBS FSI that this RFR has been distributed to at least 3 market participants. The Intended Recipients should not construe the contents of this document as legal, tax, accounting or financial advice or a recommendation. The Intended Recipients should consult their own legal, tax, accounting, financial and other advisors to the extent it deems appropriate. Notwithstanding the remainder of this paragraph, the Intended Recipients and any of their employees, representatives or other agents may distribute this document to any other person or entity if such distribution is required under any federal, state or local law. This document has been prepared on a confidential basis solely for the use and benefit of the Intended Recipients; provided, however, that the Intended Recipients and any of their employees, representatives, or other agents may disclose all, or any portion of, this document to any of their municipal, legal, tax, accounting, financial and other advisors to the extent they deem appropriate. Distribution of this document to any person other than the Intended Recipients and those persons retained to advise the Intended Recipients (each of whom, by taking delivery of this document, agree to maintain the confidentiality of this material and be bound by the limitations outlined herein) is unauthorized. This document shall not be copied, reproduced, distributed or passed to others, in whole or in part, at any time without the prior written consent of UBS FSI. UBS FSI accepts no liability whatsoever for the actions of any third parties recipient of this document. In the ordinary course of its various business activities, UBS FSI and its affiliates, officers, directors, and employees may purchase, sell or hold a broad array of investments and may actively trade securities, derivatives, loans, commodities, currencies, credit default swaps, and other financial instruments for their own account and for the accounts of customers. Such investment and trading activities may involve or relate to assets, securities and/or instruments of an issuer of municipal securities, including, if applicable, one of the Intended Recipients (whether directly, as collateral securing other obligations or otherwise), and/or persons and entities with relationships with such an issuer. UBS FSI and its affiliates also may communicate independent investment recommendations, market advice or trading ideas and/or publish or express independent research views, in respect of such assets, securities or instruments and at any time may hold, or recommend to clients that they should acquire, long and/or short positions in assets, securities and instruments, in capacities other than as a municipal advisor. UBS FSI would provide the appropriate State authorities with information derived from our books and records provided, however, that no information will be provided if the disclosure of such information would cause UBS FSI to violate any applicable federal, state or local law or regulation (including, but not limit to, any law or regulation that prohibits the disclosure of confidential employee or client information) or would result in the disclosure of any UBS FSI confidential or proprietary information. UBS FSI will also keep all books and records related to its municipal securities broker-dealer business in accordance with applicable federal law and regulations notwithstanding any State law requirements to the contrary. Notwithstanding any terms and conditions in the request for proposals to the contrary, UBS FSI (the broker-dealer through which UBS currently conducts its public finance business) expects the contractual relationship between UBS FSI and the Town to be governed by a bond purchase agreement ("BPA") that reflects terms and conditions customary for a negotiated public finance underwriting. UBS FSI is willing and authorized to accept the BPA from the Town's most recent bond financing as a precedent for purposes of drafting the BPA to be used in any UBS FSI lead transaction. Any certification or representation made by an authorized signatory that relates to, or is made on behalf of, UBS FSI, any affiliate or parent of UBS FSI or any other officer, director or employee of UBS FSI or such affiliate or parent is made to the best knowledge of such signatory. © UBS 2020. The key symbol and UBS are among the registered and unregistered trademarks of UBS. All rights reserved. UBS Financial Services Inc. is a subsidiary of UBS AG and is a member SIPC and FINRA.