Huntington Capital Markets Proposal.Pdf

City of Galveston, Texas

Huntington Capital Markets Response to Request for Proposal for Financial Advisory Services

September 8, 2020 10:00 a.m.

Presented by:

Jim Niederle Managing Director [email protected] (713) 429-5898 4545 Post Oak Place, Suite 215 Houston, TX 77027

September 8, 2020

City of Galveston, Texas 823 Rosenberg Galveston, TX 77553

On behalf of Huntington Securities, Inc. (“HSI”) dba Huntington Capital Markets (“HCM”), the broker-dealer subsidiary of Huntington Bancshares Incorporated (“Huntington”), we are pleased to submit our response to the City of Galveston (the “City”) Request for Proposal (“RFP”) for financial advisory services. Hutchinson, Shockey, Erley & Co. is now Huntington Capital Markets - On October 1, 2018, Huntington Bancshares, Inc. – a regional bank with $109 billion in assets – acquired Hutchinson, Shockey, Erley & Co. (“HSE”) to strengthen its municipal securities business and better serve public sector clients. HSE had focused solely on municipal finance for over 60 years. The acquisition by Huntington has strengthened both the HSE and Huntington Securities platforms by providing HSE a larger capital base and enhanced products and services, and by bringing HSE’s long and successful history in municipal finance to Huntington Securities. Huntington Securities will do business as Huntington Capital Markets (“HCM”) in Texas, and among its 38 public finance colleagues in 13 offices across 8 states. Since 2016, Huntington has been a part of over 1,074 transactions with a par amount of nearly $59.7 billion. Commitment to the City and Texas. Mr. Jim Niederle has been a property owner in the City for several years and lives in the City. He served the City as its financial advisor between 2015 and 2020 , and has been involved with every bond issued by the City, either as financial advisor or underwriter, since 1986. Mr. Niederle is an active supporter of various charities throughout the City. Huntington Capital Markets established public finance operations in Texas in 2009 and has since participated in over 500 transactions in excess of $26 billion in par value. Huntington Capital Markets has 9 public finance professionals in Texas, located in Houston, Dallas and San Antonio and maintains a strong commitment to serving public sector clients in Texas. HCM strongly believes that our team’s experience working with a variety of Texas clients, our deep knowledge providing municipal advisory services, our overall public finance experience, and our unquestionable ability to provide recommendations to assist our clients with debt management strategies, makes HCM uniquely and highly qualified to serve as the City’s financial advisor. Financial Advisory Experience. HCM serves as financial advisor to more than 40 municipal issuers throughout the country. In Galveston County, we have served as financial advisor to The Cities of Galveston and Hitchcock, Galveston County and Clear Creek ISD. Additionally, the HCM Texas team has experience providing financial advisory services to the following Cities (while working at HCM and previous firms) in Texas: City of Galveston City of Lubbock City of League City City of Beaumont City of Hitchcock City of Conroe Strong Market Presence. HCM’s municipal sales professionals cover over 600 active accounts, and its municipal securities distribution platform provides access to a diverse range of professional retail and institutional investors both nationally and within Texas. What distinguishes Huntington from our competitors is our in-depth coverage of 2nd- 3rd- and 4th-tier institutional investors throughout the nation who are the backbone of the investor market. HCM believes that having a trading and underwriting desk adds significant value to our ability to advise clients properly on market conditions. Since we are participants in, rather than merely observers of the municipal market, HCM has the competitive advantage over independent financial advisory firms to recommend appropriate structures as well as timing of an offering. Due to our regular participation in the marketplace and interaction with investors, we deliver the assurance that our clients’ securities are priced and sold at market levels. We would like to thank the City of Galveston for the opportunity to submit our qualifications. Please contact Mr. Jim Niederle with any questions at (713) 429-5898. Sincerely,

Jim Niederle Managing Director

HCM’s Response to the City of Galveston Request for Proposal #20-20 Financial Advisory Services

TABLE OF CONTENTS

1. Required Forms 2. Qualification and Experience 3. Cost proposal 4. Additional Services and Benefits 5. Exceptions 6. Schedule

HCM’s Response to the City of Galveston Request for Proposal #20-20 Financial Advisory Services

1. Required Forms

Appendix A – Proposal Document

Submittal Checklist: (To determine validity of Proposal) ______Appendix A (pages _9_ through _17_) must be included in the submittal. ______Appendix B – G (pages_19_ through _24_) all forms must be complete and included in the submittal. By checking the below box(es), you are acknowledging the contents of the document(s) relating to the listed appendices, and agreeing to their terms:

Appendix B – Conflict of Interest Appendix E – Nepotism Statement Appendix C – House Bill 89 Verification Appendix F – Non-Collusion Statement Appendix D – Property Tax Statement Appendix G – Certification Regarding Debarment ______Appendix J (pages_28_ through ___) must be included in the submittal.

All Proposals delivered to the City of Galveston shall include this page with the submittal. RFP Number: 20-20 Project Title: Financial Advisory Services Submittal Tuesday, September 8, 2020 @ 10:00 a.m. CST Deadline: Submit Electronically: Click Here to Upload Submittal

Proposer Information:

Proposer’s Legal Name: Huntington Securities, Inc.

Address: 4545 Post Oak Place Drive, Suite 215

City, State & Zip Houston, Texas 77027 Federal Employers Identification Number # 36-2355753

Phone Number: (713)429-5898 Fax Number: (713)621-4022

E-Mail Address: [email protected] Proposer Authorization

I, the undersigned, have the authority to execute this Proposal in its entirety as submitted and enter into a contract on behalf of the Offeror.

Printed Name and Position of Authorized Representative: ______Jim Niederle______- Managing Director

Signature of Authorized Representative: ______

4th Signed this ______(day) of ______(month),______(year)September 2020

9 | Page City of Galveston RFP# 20-20 Financial Advisory Services

CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other person doing business with local governmental entity

This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. OFFICE USE This questionnaire is being filed in accordance with Chapter 176, Local ONLY Government Code by a person who has a business relationship as defined by Date Section 176.001(1-a) with a local governmental entity and the person meets Received requirements under Section 176.006(a).

By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code.

A person commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. 1. Name of person who has a business relationship with local governmental entity.

Huntington Securities, Inc. 2. Check this box if you are filing an update to a previously filed questionnaire.

(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) N/A

3. Name of local government officer with whom filer has employment or business relationship.

N/A Name of Officer

This section (item 3 including subparts A, B, C & D) must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary.

A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the filer of the questionnaire? Yes No B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? Yes No

D. Describe each employment or business relationship with the local government officer named in this section.

9/4/20 Signature of person doing business with the governmental entity Date Adopted 06-29-2007

THIS DOCUMENT MUST BE COMPLETED AND SUBMITTED AS IT IS A PART OF THE SOLICITATION PACKAGE AS MENTIONED IN SECTION 6B OF THE PROPOSAL.

19 | Page City of Galveston RFP# 20-20 Financial Advisory Services

Appendix C - House Bill 89 Verification

Pursuant to Sections 2270.001, 2270.002, 808.001, Texas Government Code:

1. “Boycott Israel” means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes; and

2. “Company” has the meaning assigned by Section 808.001, except that the term does not include a sole proprietorship.

3. Section only applies to a contract that is between a governmental entity and a company with 10 or more full-time employees; and has a value of $100,000 or more that is to be paid wholly or partly from pubic funds of the governmental entity.

I, ______Jim Niederle (Person name), the undersigned representative of (Company or

Business Name) ______Huntington Securities, Inc. (hereinafter referred to as Company) being an adult over the age of eighteen (18) years of age, after being duly sworn by the undersigned notary, do hereby depose and verify under oath that the company named-above, under the provisions of Subtitle F, Title 10, Government Code Chapter 2270:

a. Does not boycott Israel currently; and

b. Will not boycott Israel during the term of the contract the above-named Company, business or individual with the City of Galveston, Texas.

______9/4/20 ______DATE SIGNATURE OF COMPANY REPRESENTATIVE

THIS DOCUMENT MUST BE COMPLETED AND SUBMITTED AS IT IS A PART OF THE SOLICITATION PACKAGE AS MENTIONED IN SECTION 6B OF THE PROPOSAL.

20 | Page City of Galveston RFP# 20-20 Financial Advisory Services

Appendix D – Property Tax Statement

FAILURE TO COMPLETE THIS ATTACHMENT SHALL RESULT IN THE PURCHASING SUPERVISOR DEEMING YOUR BID OR PROPOSAL “NON-RESPONSIVE.”

The City of Galveston, Texas has adopted the following policy:

The City of Galveston will not do business with any person or business that owes delinquent property taxes to the City.

Please indicate whether you or your company, owe delinquent property taxes to the City whether an assumed name, partnership, corporation, or any other legal form.

______x I do not owe the City property taxes that are delinquent.

______I owe City property taxes that are delinquent on property located at

Jim Niederle Proposer’s Printed or Typed Name

Proposer’s Signature

9/4/20 Date

THIS DOCUMENT MUST BE COMPLETED, SIGNED, AND SUBMITTED AS IT IS A PART OF THE SOLICITATION PACKAGE AS MENTIONED IN SECTION 6B OF THE PROPOSAL.

21 | Page City of Galveston RFP# 20-20 Financial Advisory Services

Appendix E – Nepotism Statement

FAILURE TO COMPLETE THIS ATTACHMENT SHALL RESULT IN THE PURCHASING SUPERVISOR DEEMING YOUR BID OR PROPOSAL “NON-RESPONSIVE.”

The Bidder or Proposer or any officer, if the Bidder or Proposer is other than an individual, shall state whether Bidder or Proposer has a relationship, either by blood or marriage, with any official or employee of the City of Galveston by completing the following:

If the Proposer or Bidder is an individual:

______I am not related by blood or marriage to any official or employee of the City of Galveston

______I am related by blood or marriage to the following official(s) or employee(s) of the City of Galveston

Name and title of City Official

Or employee: ______

Relationship: ______

If the Bidder or Proposer is NOT an individual:

______x The officers of the company submitting this bid or proposal are not related by blood or marriage to any official or employee of the City of Galveston.

______The officers of the company submitting this Proposal are related by blood or marriage to the following official(s) or employee(s) of the City of Galveston.

Name and title of officer: ______

Employee and title of City Official or Employee: ______

Relationship: ______

THIS DOCUMENT MUST BE COMPLETED AND SUBMITTED AS IT IS A PART OF THE SOLICITATION PACKAGE AS MENTIONED IN SECTION 6B OF THE PROPOSAL.

22 | Page City of Galveston RFP# 20-20 Financial Advisory Services

Appendix F – Non-Collusion Statement

THE UNDERSIGNED AFFIRM THAT THEY ARE DULY AUTHORIZED TO EXECUTE THIS CONTRACT, THAT THIS COMPANY, FIRM, PARTNERSHIP OR INDIVIDUAL HAS NOT PREPARED THIS PROPOSAL IN COLLUSION WITH ANY OTHER PROPOSER, AND THAT THE CONTENTS OF THIS PROPOSAL AS TO PRICES, TERMS OR CONDITIONS OF SAID PROPOSAL HAVE NOT BEEN COMMUNICATED BY THE UNDERSIGNED NOR BY ANY EMPLOYEE OR AGENT TO ANY OTHER PERSON ENGAGED IN THIS TYPE OF BUSINESS PRIOR TO THE OFFICIAL OPENING OF THIS PROPOSAL.

VENDOR______Huntington Securities, Inc.

ADDRESS_4545______Post Oak Place Drive, Suite 215

Houston, Texas 77027

PHONE ______(713)429-5898

FAX ______(713)621-4022 ______

PROPOSER (SIGNATURE) ______

PROPOSER (PRINTED NAME) ______Jim Niederle

POSITION WITH COMPANY ______Managing Director

SIGNATURE OF COMPANY OFFICIAL AUTHORIZING THIS PROPOSAL ______

COMPANY OFFICIAL (PRINTED NAME) ______Jim Niederle______

OFFICIAL POSITION ______Managing Director

THIS DOCUMENT MUST BE COMPLETED, SIGNED, AND SUBMITTED AS IT IS A PART OF THE SOLICITATION PACKAGE AS MENTIONED IN SECTION 6B OF THE PROPOSAL.

23 | Page City of Galveston RFP# 20-20 Financial Advisory Services

Appendix G – Document 00435 The City of Galveston, Texas

PROPOSER’S CERTIFICATION REGARDING DEB.ARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION (49 CFR PART 29)

The undersigned certifies, by submission of this proposal or acceptance of this contract, that neither Contractor nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntary excluded from participation in this transaction by any Federal department or agency. Proposer agrees that by submitting this proposal that Proposer will include this clause without modification in all lower tier transactions, solicitations, proposals, contracts, and subcontracts. Where the Proposer or any lower tier participant is unable to certify to this statement, that participant shall attach an explanation to this document.

Certification-the above information is true and complete to the best of my knowledge and belief.

Jim Niederle (Printed or typed Name of Signatory)

(Signature)

9/4/20 (Date)

NOTE: The penalty for making false statements in offers is prescribed in 18 U.S.C. 1001

END OF DOCUMENT 00435-FAA

THIS DOCUMENT MUST BE COMPLETED, SIGNED, AND SUBMITTED AS IT IS A PART OF THE SOLICITATION PACKAGE AS MENTIONED IN SECTION 6B OF THE PROPOSAL.

24 | Page City of Galveston RFP# 20-20 Financial Advisory Services CITY OF GALVESTON – RFP # 20-20 ADDENDUM # 1 Financial Advisory Services

Date: 8/28/2020

To: Prospective Proposers

Subject: Addendum No. 1 New Link for Submittal Portal

This addendum forms part of the proposal and contract documents and modifies the original solicitation documents dated 8/11/2020 Acknowledge receipt of this addendum in the space provided below. FAILURE TO DO SO WILL SUBJECT OFFEROR TO DISQUALIFICATION.

Please use the updated link below to submit proposal documents.

Click Here to Upload Submittal

I hereby certify receipt of this addendum and have incorporated its information or changes in preparation of my submittal.

9/4/20 ______Authorized Signature Date

______Jim Niederle ______Huntington Securities, Inc. Printed Name Company Name

A COPY OF THE ADDENDUM MUST BE SIGNED AND RETURNED WITH YOUR PROPOSAL CITY OF GALVESTON – RFP # 20-20 ADDENDUM # 2 FINANCIAL ADVISORY SERVICES

Date: 8/31/2020

To: Prospective Proposers

Subject: Addendum No. 2 Questions and Answers

Can you please provide more clarification on how you would like us to include and/or answer section 6. “Schedule”. N/A

Does the City have a list of any local registered M/WBE forms that fit the scope of services? In the formula for “Cost of Services”, what do you define as “other bid”? Each proposer’s pricing score is determined by dividing the lowest bidder’s price by the price of the proposer multiplied by the available points.

Do you anticipate extending the bid due date? No

What additional details are you willing to provide, if any, beyond what is stated in bid documents concerning how you will identify the winning bid? The bid documents state the evaluation criteria; there are no additional requirements.

Was this bid posted to the nationwide free bid notification website at www.mygovwatch.com/free? No

Other than your own website, where was this bid posted? The Galveston Daily News. Appendix A states “Appendix A (pages 9 through 17) must be included in the submittal” AND “Appendix J (pages 28 through ___) must be included in the submittal.” Does the City require that a respondent return the actual numbered pages from the RFP as an appendix, or is it the City’s intent that respondents will answer all the required sections in Appendix A and Appendix J? Return the pages from the RFP as an appendix.

Appendix A, I Required Proposal Information, Item 2, Cost of Proposed Products and/or Services, is required information. Compensation is also addressed in Appendix J and is required to be submitted as Item #3 in the proposal. Please clarify – The cost proposal should be submitted as Item #3.

CITY OF GALVESTON – RFP # 20-20 ADDENDUM # 2 FINANCIAL ADVISORY SERVICES

Appendix J, Order of Proposals, Item 2 Qualifications and Experience. Other than the City’s listing of responsibilities under Bond Issuance Services, General Advisory Services and Additional Services, the RFP doesn’t ask for any specific information about qualifications and experience. Is it helpful for respondents to address each item under Bond Issuance Services, General Advisory Services and Additional Services? Yes. Would a broader description of the respondent’s qualifications and experience be useful? Yes.

May respondents include additional sections, such as required disclosures? Yes.

I hereby certify receipt of this addendum and have incorporated its information or changes in preparation of my submittal.

______9/4/20 Authorized Signature Date

______Jim Niederle ______Huntington Securities, Inc. Printed Name Company Name

A COPY OF THE ADDENDUM MUST BE SIGNED AND RETURNED WITH YOUR PROPOSAL HCM’s Response to the City of Galveston Request for Proposal #20-20 Financial Advisory Services

2. Qualifications and Experience

HCM’s Response to the City of Galveston Request for Proposal #20-20 Financial Advisory Services

1. Proposed Products and/or Services

A. Product or Service Description: Proposers should utilize this section to describe the technical aspects, capabilities, features and options of the service and/or service proposed in accordance with the required Scope of Services as identified in Appendix J. Promotional literature, brochures, or other technical information may be used.

Founded in 1866 as The Huntington National Bank (“HNB” or “Huntington”), now Huntington Bancshares Incorporated (“HBI”) still operates from the same Columbus, Ohio founding location in the heart of the Midwest. As of December 31, 2019, HBI is a $109 billion regional bank holding company, employs more than 16,000 highly diversified professionals, and has 693 branch banking offices in Pennsylvania, Ohio, Illinois, Indiana, Kentucky, Michigan, and West Virginia. HNB’s current credit rating is A3/A-/A-, with Moody’s, S&P, and Fitch. Public Finance Underwriting: HCM is a separate, wholly owned broker-dealer subsidiary of HBI (collectively “Huntington”) and an affiliate of several subsidiary-banking organizations of HBI. Established in 1957 in Chicago, Illinois, HCM (previously Hutchinson, Shockey, Erley & Co.) was founded as a closely held financial firm that focused solely on the sale, trading and underwriting of municipal bonds. Today the firm has grown to over 60 employees located in 13 public finance offices in Chicago (IL) (the firm headquarters and location of our trading desk), and additional locations in, Cleveland (OH), Columbus (OH), Dallas (TX), East Lansing (MI), Findlay (OH), Grand Rapids (MI), Houston (TX), Milwaukee (WI), Pittsburgh (PA), San Antonio (TX), Southfield (MI), and Waukesha (WI). HCM Public Finance Department includes 16 bankers and 9 fixed income associates. HCM believes that having a trading and underwriting operation adds significant value to our ability to advise our financial advisory clients properly on bond market conditions. HCM has three full-time bond underwriters and access to mid-sized institutional purchasers, helping us advise clients to sell bonds at the best possible price. Since we are participants in, rather than merely observers of the municipal market like FA only shops, HCM has the competitive advantage over independent financial advisory firms to recommend appropriate structures as well as timing of an offering. Fixed Income Analytics Team (FIAT): FIAT provides quantitative, analytical and structuring support to our clients. Our associates are highly skilled and have years of experience working in the municipal industry. For our clients, we begin by modeling their current outstanding bonded debt. We use software such as Bloomberg, SmartModels, and DBC in conjunction with several proprietary models. We help structure financings ranging from remarketings to refundings for both financial advisory and underwriting engagements. For instance, with refunding opportunities, the sources of data in our modeling process remove any bonds which have been identified as pre-refunded or no longer outstanding, allowing for an efficient scan of refunding candidates. Upon identifying opportunities, the quantitative team will research leads and procure analysis such as: evaluation of present value cash flow savings, negative arbitrage efficiency, and estimation of forfeited option value of refunded bonds, statistical analysis of the benefits and costs of an advance refunding under today’s market conditions versus a current refunding based on researched assumptions, and the evaluation of different couponing structures and option value of refunding bonds. Below we summarize our FIAT process:

HCM’s Response to the City of Galveston Request for Proposal #20-20 Financial Advisory Services

Proactively monitoring Analytical scanning & Procuring the final business & client document review using quantitative analyses relationships live market data

Financial Modeling: HCM has the capabilities to evaluate all of our clients' financing opportunities as a result of our ability to model debt financing programs. We model all existing debt obligations and analyze possible new bond issues in the context of the existing debt structure. These models are invaluable in assessing the impact of new issues on the overall debt structure and in advising on the optimal distribution of fixed and variable rate debt, senior and junior lien debt, and more. Development of Financing Plans: Our work for a variety of clients has included the development of multi-year financing plans associated with major capital programs funded in part through the debt markets. HCM can assist with evaluating the feasibility of the proposed programs, analyzing available revenue streams (amounts and timing) and evaluating the use of alternative financial structures. Evaluation of Financing Alternatives: While capital plans and financing plans typically provide an approximate schedule for accessing the market, it is imperative at the time of each financing to evaluate the most advantageous financing structure to obtain the most effective cost of borrowing. HCM can analyze new financing techniques and structures as well as the implementation of these new approaches. Below we summarize the various resources available to our team, which we use to inform our clients: . HCM Deal Database: Proprietary software designed to promote transparency, efficiency and cooperation between our banking, underwriting, sales, operations and compliance teams, ensuring the best possible execution for the issuer’s transaction. . Bloomberg: Allows our analytical group to access an array of market information and current news. . DBC Finance: A municipal finance structuring and reporting software application. Our analytical group uses the software to size and structure bond issues, calculate debt service and perform refunding analyses. . Municipal Market Data (MMD): Provides daily benchmarks as to rates and yield and intraday commentary as to trades and federal actions that affect the tax-exempt market. . Municipal Market Analytics (MMA): A competing service to MMD that compiles a benchmark scale that utilizes traders’ input and advice (of which HCM is one of the consulted advisors). . Ipreo Municipal Application: Offers issuers and financial advisors with real-time order monitoring during the issuer’s order period. . Ipreo Game Day: HCM can arrange access to the Game Day feature on Ipreo for issuers, which allows a more user-friendly look at orders and allotments complete with visual summaries during the order period. . Debt Profile: Comprehensive review of each issuer’s credit in order to educate investors on the historical approach of the issuer to issuing refunding debt. . Transaction Sales Memo: Detailed briefing provided to our sales force which highlights the transaction credit, structure, tax and legal features. . Analysis of Holders: Identifies national and local trends exhibited by investors. Capital Position: Huntington Bank has regulatory capital as of December 31, 2019 of $11.72 billion. HCM is a subsidiary of Huntington Bank. The capital base of HCM has been built steadily over the firm’s history by engaging in sound business practices that have resulted in positive cash flows. Providing primary and secondary support to our clients is of paramount importance. Historically, of HCM’s negotiated transactions that have required HCM to commit capital to underwrite unsold balances, HCM, on average, has underwritten approximately 15% of bonds

HCM’s Response to the City of Galveston Request for Proposal #20-20 Financial Advisory Services into inventory. Based on HCM’s excess net capital, HCM could underwrite an issue of approximately $290 million on a sole managed basis. The table below shows HCM’s five year history and current total and net capital position for the most recent period available.

Huntington Securities Capital Position

12/31/2015 12/31/2016 12/31/2017 12/13/2018 12/31/2019 07/31/2020 Total/Equity Capital $ 16,285,814 $ 15,062,079 $ 15,224,871 $ 25,191,996 $ 28,768,649 $35,139,833 Net Capital $ 16,285,814 $ 8,361,803 $ 7,118,902 $ 21,538,999 $ 22,239,810 $24,722,631 Excess Capital $ 10,438,016 $ 7,963,551 $ 6,811,842 $ 21,323,958 $ 21,691,138 $24,210,966

Scope of Services: HCM provides to our clients the necessary resources and experience to advise them on their overall debt profile and long-term issuance plan, and to efficiently bring to market the client’s financings. HCM provides financial expertise in capital planning, budgeting and debt management. Our industry expertise and extensive relationships bridge the lines of communication between issuers and the investment community. We promptly respond to and help clients understand current interest rates, bond market conditions and trends, and changes in federal and state laws and regulations that affect your bonds and future borrowing plans. Additionally, the public finance team works closely with private, federal and state organizations in accessing credit enhancement, tax credit funding, grants and low interest rate financing. HCM would assist the City in providing the following services among others as shown below. Note that HCM would always be available for the City in any capacity and ensure that all firm resources are available. . Analyze financing alternatives to the City: HCM will provide the City with financing alternatives for its new project. HCM will factor in the amount the City can borrow and structure each alternative in the best way possible to provide the lowest costs for the City. HCM would present these alternatives to the City and gather feedback on whatever these financing alternatives were appealing or if the City would want to look at any alternative structures. . Assist with Request for Proposals: Assist the City with preparing Request for Proposals to be sent to underwriters for negotiated transactions. . Recommend a plan for issuance for the City: HCM will analyze the type of bonds to issue that best fit each financing’s goal. HCM has presented to clients financing options comparing fixed rate or variable rate put bonds to highlight the pros and cons of each structure. . Advise the City of current market conditions: HCM produces a weekly market update for clients that we can share, which is sent out every Monday. We will also provide the City with continuous analysis of where interest rates are trending. . Organize and coordinate the financing team: HCM will assist the City in selecting all the parties for the financing team. This would include preparing request for proposals for underwriters when a negotiated transaction is chosen. . Work with counsel on transactions: HCM will work with counsels on the transaction and coordinate the drafting of all the documents. . Assist in the preparation of the Preliminary Official Statement (POS) and Official Statement (OS): HCM will assist the City in preparing the POS and OS. On our other financial advisor engagements with Texas issuers we have prepared the POS and OS and have even posted the POS and OS online ourselves, thus saving the issuer the cost of a printer. . Assist with a competitive sale: HCM will assist with each point discussed in the services required for competitive sales. We will coordinate the process and analyze the results. Once the winning bid is determined we will assist with closing the transaction. . Make recommendations to the credit ratings: HCM would coordinate the rating agency process and prepare the necessary presentations for any meetings. 3

HCM’s Response to the City of Galveston Request for Proposal #20-20 Financial Advisory Services

. Prepare closing memorandum: HCM will prepare a closing memorandum for each financing. . After closing, deliver debt records: After each financing is completed, HCM will deliver debt schedules for all outstanding debt of the City and provide a detailed annual debt service requirement schedule. . Meeting with the City Council: HCM will be available to meet with the Council at any time to answer questions or provide analysis for upcoming financings or other ad hoc projects requested by the Council. . Evaluate the City’s indebtedness on a periodic basis: HCM will continuously provide the City with updates on refunding opportunities. . Evaluate short-term and long-term finance planning: HCM will evaluate short-term and long-term finance planning for the City. We will present presentations when requested to review such financing planning as well as work on the maintenance of a debt financing plan covering a long term forecast period. . Prepare and file annual continuing disclosure: HCM has an employee dedicated to assisting with continuing disclosure requirements. HCM will ensure that all filings are filed properly and on time. . Prepare and file material event notices: As previously stated above, we have an employee dedicated to filing material event notices. We will ensure all notices are filed in a timely manner. . Provide other debt services as requested by the City: HCM will prepare any analysis requested by the City in a timely manner including conducting research on tax issues and working with the City of Galveston Appraisal District to develop reasonable projections of growth in appraised property values by type

B. Material Safety Data Sheets (MSDS): If applicable, the successful Proposer shall provide the City with applicable MSDS documentation as required by applicable laws and regulations.

Not Applicable

C. Guarantees and Warranties: Each Proposer shall submit a complete copy of any warranties or guarantees provided by the manufacturer or Proposer with the Proposal submitted.

Not Applicable

D. Project Schedule/Delivery Date: Proposer must provide a project schedule noting all projected completion dates for segments of the Project, from start-up to completion, and all delivery dates for services covered by the RFP. The Proposal Document must show the number of days required to deliver and install the product or equipment after the receipt of the City’s Purchase Order. HCM provides to our clients the necessary resources and experience to advise them on their overall debt profile and long-term issuance plan, and to efficiently bring to market the client’s financings. HCM provides financial expertise in capital planning, budgeting and debt management. Our industry expertise and extensive relationships bridge the lines of communication between issuers and the investment community. We promptly respond to and help clients understand current interest rates, bond market conditions and trends, and changes in federal and state laws and regulations that affect your bonds and future borrowing plans. Additionally, the public finance team works closely with private, federal and state organizations in accessing credit enhancement, tax credit funding, grants and low interest rate financing. HCM has worked on numerous transactions as financial advisor in Texas and throughout the country. While some of the tasks below are ongoing and some may be finalized in a matter of days, the entire bond issuance time frame should take no more than 3 to 4 months. 4

HCM’s Response to the City of Galveston Request for Proposal #20-20 Financial Advisory Services

HCM will assist the City in any service requested. Services shall be performed and delivered by HCM to the City on an as needed basis and shall include, but are not limited to the following scope of services. 1. Define Scope of Project: Meeting with architects and engineers to define the scope of projects. 2. Rating Agency Information: HCM will provide timely information to bond rating agencies necessary to obtain bond ratings and will assist the City in any presentation or meetings with the bond rating agencies. 3. Timing of Sale of Bonds: HCM will assist the City in when we think the optimal time to price its bonds would be. HCM would look at the forward calendar to see a week that doesn’t have heavy new issuance volume and when there is not a lot of Texas paper being sold. 4. Broaden Interest in Bonds to be Sold: HCM would look at multiple structuring options to make sure the City structures any financing that it would best fit the City’s needs. 5. Release Official Statements: HCM would assist with the preparation and release of the Official Statement. 6. Assist the City with Reporting Requirements: HCM would assist the City with continuing disclosure requirements. HCM has a dedicated employee on our sales and trading team that helps prepare continuing disclosure documents and makes sure our issuer clients are in compliance with all requirements. 7. Review of Financial Resources: HCM would conduct a review of the financial resources of the City to determine the extent of its borrowing capacity to authorize issue and service debt. 8. Recommendations on Current and Future Debt Instruments: HCM will submit to the City its recommendations on current and future debt instruments under consideration including such elements as current bond market conditions, forthcoming bond issues and other general information and economic data. 9. Providing Advice and Reports for Planning and Development of City Bond Issues: HCM will provide analysis of the most cost effective financing method to accomplish the City’s goals, among other things. 10. Provide Advice on Refunding or Restructuring: HCM will analyze all refunding and restructuring options for the City and provide regular updates. As financial advisor to the City, HCM would also forward any refunding ideas submitted from firms looking to serve as underwriter to the City. 11. Work with City’s Legal Counsel and Bond Counsel: HCM will work with the City’s counsel as well as Bond Counsel throughout the process on any financing the City undertakes. 12. Cooperating with External Agencies: HCM will work with any external agencies in obtaining any necessary agency approvals for the issuance of any City financing. 13. Preparation for the Sale of Bonds: HCM will work with the City in both a competitive sale and negotiated sale situation. HCM will assist the City on timing, preparing for the bids and marketing of the bonds as well as identifying potential underwriters. 14. Competitive Sale Summary: HCM will summarize competitive bids and present the information to the City. 15. Selecting of Paying Agent/Registrar: HCM will assist if necessary, on the selection of a paying agent/registrar. 16. Annual Debt Service Requirements: HCM will provide a schedule of annual debt service requirements and make sure all necessary parties have this information. 17. Bond Campaigns: HCM will assist with any bond campaigns for the City and recommend structuring for each campaign. 18. Disclosure Materials: HCM will supply the City with disclosure materials and provide that information to prospective buyers of the bonds as well. 19. Meetings with the City: HCM will attend any necessary meetings with the City and will be available when requested. 20. Provide Information on Texas Legislation: HCM will provide information and advice to any proposed or pending federal or Texas legislation that may affect the City’s financial programs. 21. Preparing any Other Reports or Documents: HCM will assist with preparing any report or document related to the City’s economic and fiscal analysis as necessary. 22. Provide Other Services as Requested: HCM will provide any service as requested of the City. 23. Not Propose to Underwrite Negotiated Transactions: HCM will not underwrite negotiated transactions for or on behalf of the City. 5

HCM’s Response to the City of Galveston Request for Proposal #20-20 Financial Advisory Services

Below is an example of a schedule of events prepared for The City of Galveston for the 2019 Series, Public Improvement Bonds.

HCM’s Response to the City of Galveston Request for Proposal #20-20 Financial Advisory Services

4. Proposer’s Experience/Staff A. Project Team: Identify all members of the Proposer’s team (including both team members and management) who will be providing any services proposed and include information which details their experience. HCM offers the City of Galveston senior level staff with significant experience with financings in Texas. Lead banker Jim Niederle, Managing Director, will be the primary contact and will provide day-to-day project oversight, provide strategic support and allocate firm resources as needed. Mr. Ryan O’Hara, Managing Director, will assist Mr. Nierderle as the need arises. Analytical support will be provided by Jarred Vos and Salena Abraham, Financial Analysts. HCM also has dedicated support staff operating out of our Houston and Chicago offices. HCM’s lead negotiated underwriter, Timothy Mackin, Managing Director, who is in our Chicago office, will monitor all pricing activities and market information along with Lincoln James, Managing Director, who serves as an underwriter on HCM’s negotiated and competitive transactions and will be based out of Texas. Tom Rossley, Managing Director, will coordinate any sales efforts.

LEAD MUNICIPAL ADVISOR Mr. James Niederle, Managing Director, joined Huntington Capital Markets’ James Niederle Houston office in 2009. Mr. Niederle specializes in advising municipal clients with Managing Director issuance of deals. He is municipal advisor to several governments in Galveston 4545 Post Oak County, Texas, including the City for the last five years. Suite 215 Houston, Texas 77027 Mr. Niederle has thirty-seven years of industry experience, beginning his public (713) 429-4898 finance career at Standard & Poor’s in 1983 after working at the Ohio Office of [email protected] Budget and Management. After obtaining a strong basis of knowledge in rating municipal credits, Mr. Niederle joined FGIC. In 1986, he began his investment banking career. Mr. Niederle holds a Bachelor of Arts degree in Political Science from Cleveland State University and a Master of Public Administration from The Ohio State University. He holds FINRA licenses Series 7, Series 50, Series 53 and Series 63. Mr. Niederle is an active contributor to Galveston charities, including the Galveston ISD Foundation, Galveston Island Animal Shelter, and Galveston County Meals on Wheels.

SECONDARY BANKER Mr. Ryan O’Hara joined HCM in September of 2015. Mr. O’Hara brings with him Ryan O’Hara 27 years of municipal financing experience serving primarily in the State of Texas. Managing Director Prior to joining HCM, Mr. O’Hara worked for RBC Capital Markets for 12 years as 4545 Post Oak Place well as opening the first Houston public finance offices for BOSC, Inc. and Frost Suite 2015 Bank. Mr. O’Hara has served as lead banker on over $12 billion of municipal Houston, TX 77027 underwritings and financial advisory engagements for various issuers and credits (713) 621 4020 including, cities, counties, special districts, transportation entities, higher [email protected] education, and Texas school districts. Mr. O’Hara has served as lead banker on over $12 billion of municipal underwritings and financial advisory engagements for Texas issuers and Texas school districts. In 1990, Mr. O’Hara graduated from Texas A&M University. In 2000, he achieved a Master of Business Administration degree with a concentration in Finance from the University of St. Thomas in Houston, Texas. Mr. O’Hara holds both Series 7 and Series 63, 79 and 50 licenses. Additionally, from 2012-2015, Mr. O’Hara served on the Board of the Municipal Advisory Council of Texas (MAC). After being nominated and elected by his industry peers to serve, he chaired both the Investment Committee and the Issuer Outreach Committee for the MAC.

HCM’s Response to the City of Galveston Request for Proposal #20-20 Financial Advisory Services

QUANTITATIVE & ANALYTICAL SUPPORT Mr. Vos joined Huntington Capital Markets’ Houston Public Finance office as an analyst Jarred Vos supporting Texas analytics in April 2018. Jarred previously spent two years as an Analyst analyst at Blaylock Van, LLC. In New York, where he supported bankers across the 4545 Post Oak Place, Suite 215 country working on all types of issuers and credits. Houston, Texas 77027 Jarred has a BA in Finance from St. Bonaventure University and holds Series 7, Series (346) 291-6800 52 and Series 63 industry licenses. [email protected]

QUANTITATIVE & ANALYTICAL SUPPORT Ms. Salena Abraham, Public Finance Analyst, joined Huntington Capital Markets’ Salena Abraham Houston office in 2019. Ms. Abraham serves as analytical support to the Texas branch Analyst of public finance. 4545 Post Oak Place, Suite 215 Ms. Abraham has 3 years’ experience in the municipal markets. Formerly she worked Houston, Texas 77027 at BOK Financial Securities Inc. in Oklahoma City as a Public Finance Analyst in (713) 821 2301 Investment Banking, and prior to that she worked as an Engineering Technician at [email protected] Chesapeake Energy Corporation in Oklahoma City. Ms. Abraham has a BA in Finance from University of Central Oklahoma and holds Series 7, Series 52 and Series 63 industry licenses.

SALES & UNDERWRITING Mr. Lincoln James, Managing Director, has been with Huntington Capital Markets and Lincoln James its predecessor HSE for ten years. Lincoln currently serves as an underwriter on HCM’s Managing Director negotiated and competitive transactions. Lincoln was a partner at HSE for 7 years as a 222 W. Adams St, Suite 1700 secondary trader focused on high yield debt in IL, NY, NJ, and TX. He moved into Chicago, IL 60606 competitive underwriting last year, to help with an increased workload. In July 2020, 312-443-1555 Mr. James will move to Austin to support HCM’s efforts in the State of Texas on [email protected] competitive and negotiated underwritings. He has 10 years of trading/underwriting experience, holds a BA in Math and Economics from Saint Olaf College in Northfield, MN, and a MS in Applied Math from DePaul University in Chicago.

SALES & UNDERWRITING Mr. Tim Mackin, Managing Director has been with Huntington Capital Markets and its Tim Mackin predecessor Huntington Investment Company for over seven years. Mr. Mackin is the Managing Director firm’s senior negotiated underwriter. He serves clients from HCM’s trading desk in 200 Public Square 6th Floor Cleveland. Cleveland, OH 44114 Mr. Mackin has over 25 years’ experience in the municipal industry having managed (216) 515-5612 trading and underwriting desks at various firms including McDonald & Co investments [email protected] and National City bank.

Tim holds a Master’s in Business Administration from New York University’s Stern School of business in finance. He also holds a bachelor’s degree in economics from Trinity College in Hartford, Connecticut. He holds FINRA Series 7, 24, 52,53 and 63 licenses.

HCM’s Response to the City of Galveston Request for Proposal #20-20 Financial Advisory Services

SALES & UNDERWRITING Tom Rossley became HCM’s Sales Manager on April 1, 2017. In that role, he also serves Thomas Rossley on the Board of Directors. Tom began his municipal career in 1983 at Griffin Kubik Managing Director Stephens & Thompson in Chicago. In 1986, he began a 23-year municipal sales career 222 W. Adams St, Suite 1700 with Lehman Brothers, and for a brief time, Barclays Capital. In January 2009, he joined Chicago, IL 60606 Huntington as a salesperson at the firm. 312-443-1550 In his role as Sales Manager, Tom coordinates the efforts of the sales team and [email protected] facilitates sales meetings in conjunction with the negotiated offerings of the firm. In addition to being Sales Manager, Tom maintains an active book of institutional investor accounts that vary from small money managers to the largest money center banks. His direct investor dialogue helps to provide regular insight to the Public Finance Department into structural considerations during the developmental phase of an issuer’s plan of finance. These discussions between Public Finance and Sales provide clarity as to evolving investor inquiry, while also bringing upcoming negotiated financings into the consciousness of our institutional investor base.

B. Removal or Replacement of Staff: If an assigned staff person must be removed or replaced for any reason, the replacement person must be approved by City prior to joining the project.

Huntington Capital Markets agrees to gain approval from the City prior to any new team member joining the project.

C. Business Establishment: State the number of years the Proposer’s business has been established and operating. If Proposer’s business has changed names or if the principals operating the business operate any similar businesses under different names, or have operated any other businesses or changed the legal status or form of the business within the last five (5) years, all names, of predecessor business names, affiliated entities, and previous business entities operated by the principals, if different than present, must be provided;

State the number of years’ experience the business has: 63; and the number of employees: 78.

Huntington Capital Markets (“HCM”) is a separate, wholly owned broker-dealer subsidiary of HBI (collectively “Huntington”) and an affiliate of several subsidiary-banking organizations of HBI. Established in 1957 in Chicago, Illinois, HCM (previously Hutchinson, Shockey, Erley & Co.) (“HSE”) was founded as a closely held financial firm that focused solely on the sale, trading and underwriting of municipal bonds. On October 1, 2018, HBI acquired HCM (previously Hutchinson, Shockey, Erley & Co.) to strengthen its municipal securities business and better serve public sector clients. HSE had focused entirely on municipal finance for over 60 years. The firm has grown to over 60 employees located in 13 public finance offices in Chicago (IL) (the firm headquarters and location of our trading desk), and additional locations in Cleveland (OH), Columbus (OH), Dallas (TX), East Lansing (MI), Findlay (OH), Grand Rapids (MI), Houston (TX), Milwaukee (WI), Pittsburgh (PA), San Antonio (TX), Southfield (MI), and Waukesha (WI). 9

HCM’s Response to the City of Galveston Request for Proposal #20-20 Financial Advisory Services

D. Project Related Experience: All Proposals must include detailed information that details the Proposer’s experience and expertise in providing the requested services that demonstrates the Proposer’s ability to logically plan and complete the requested project

HCM provides to our clients the necessary resources and experience to advise them on their overall debt profile and long-term issuance plan, and to efficiently bring to market the client’s financings. HCM provides financial expertise in capital planning, budgeting and debt management. Our industry expertise and extensive relationships bridge the lines of communication between issuers and the investment community. We promptly respond to and help clients understand current interest rates, bond market conditions and trends, and changes in federal and state laws and regulations that affect your bonds and future borrowing plans. Additionally, the public finance team works closely with private, federal and state organizations in accessing credit enhancement, tax credit funding, grants and low interest rate financing. Strategic Financial Planning HCM has extensive experience working with clients to assess their financial status and to develop appropriate fiscal policies to meet their targeted goals and maintain ratings that allow the lowest cost of capital. We begin our analysis by embarking on a comprehensive exploration of the client’s financing objectives and needs. HCM designs comprehensive capital planning models incorporating various financial decision points, including financial ratios, revenue versus debt financing, the timing of bond issuances and the structure of long- term bonds. Depending on the specific needs or challenges at hand, our models can be adapted to evaluate various financing scenarios to assist the City in developing the optimal financing plan. Our plan would evaluate the financial consequences of all variables which may affect the City. These variables would include interest rate swings, legal environment, credit considerations, local economic conditions and future capital requirements. The development of a financial plan will include an evaluation of various bond-related structures to maximize the City’s ability to achieve the lowest overall possible interest cost within pre-set policy constraints. The following are primary steps HCM has taken in developing a financial plan for comparable municipal clients to the City in the past: Step 1: Survey Existing Activities and Conditions Our initial task is to learn the policy objectives and understand our client’s financing and development goals. A sample of activities undertaken in this phase includes: - An examination of existing indebtedness and previous borrowing practices. - Review of recent, past and current budgets as well as related financial statements. - Meeting with policy makers and staff to review objectives of future financing. Step 2: Evaluate Resources and Practices Having completed the survey process in Step 1, HCM then begins an assessment to determine alternatives available to the client in meeting of financial objectives. In the event the survey reveals the need to clarify goals or give additional consideration to specific needs, this is typically resolved in this phase. - We review financial resources and potential for growth in addition to providing analysis of any new debt impact on the tax rate or revenue stream. - HCM presents several alternate debt structures and financing techniques which improve or maintain our client’s rating, while providing flexibility for future financings. - Reviewing operating and financial reporting practices in light of state and federal laws and regulations, and financial industry practices for tax-exempt debt issuance. 10

HCM’s Response to the City of Galveston Request for Proposal #20-20 Financial Advisory Services

Step 3: Consideration of Alternatives Taking the findings and conclusions of steps one and two, HCM integrates the information into meaningful proposals upon which the City officials can make informed decisions. These proposals would include alternatives which have clearly identified purposes. This phase is intended to provide a perspective to the decision makers in what is to be accomplished and how it is to be achieved. Samples of activities to be undertaken in this phase include:

- Identify alternative forms of obligations available within legal limitations. - Evaluation of tax burden resulting from implementation of long-term plans. HCM structures debt to achieve the goals of the lowest interest cost and minimal levy impact. As discussed above, future financing and growth are also considered. - Integration of capital financing alternatives with the operating budget. - Meeting with policy making officials and bodies to consider future activities. Step 4: Structuring the Obligations While the conclusions in Step 3 will provide flexibility for future actions, the fourth step will provide a focus preparatory to a specific financing. The activities undertaken in this step include:

- Establishment of a schedule for the availability of funds. - Consideration of the needs of the staff, engineering consultants, bond counsel and auditors in the scheduling of the financing. - Analysis of bond market conditions, economic conditions and other governmental activities for scheduling and marketing decisions. - Attendance at designated meetings to assist or describe the plan, purpose and schedule. - Assistance in securing any necessary legislative or regulatory authorizations. - Establishment of specific features of the obligations, estimating interest costs, levy schedules and conducting all marketing activities. Step 5: Bond Election Assistance HCM’s professionals have worked with a number of issuers throughout the nation. Many of these issuers have required bond election assistance. Specific to the City of Galveston, HCM has assisted issuers such as Galveston County, and Clear Creek ISD with their successful bond elections. The activities undertaken in this step include: - Assistance with developing an overall bond election strategy - Assistance in preparing any bond election literature - Estimating potential tax rate impact per state regulations - Attendance at any public meetings

HCM’s Response to the City of Galveston Request for Proposal #20-20 Financial Advisory Services

5. References – This section is required. Proposer shall provide four (4) references where Proposer has performed similar to or the same types of services as described herein. Proposer shall provide references not affiliated with the City of Galveston, or any of its employees. Reference #1: Client/Company Name: Galveston County, Texas Contact Name: Contact Title: Randall Rice County Auditor Phone: Email: (409) 770-5301 [email protected] Date and Scope of Services Provided: 2016-2019 Financial advisory services Reference #2: Client/Company Name: City of Hitchcock, Texas Contact Name: Contact Title: Marie Gelles Chief Administrator Phone: Email: (409) 986-5591 [email protected] Date and Scope of Services Provided: 2016 - Present Financial advisory services Reference #3: Client/Company Name: Clear Creek ISD Contact Name: Contact Title: Paul McLarty Deputy Superintendent - Business Phone: Email: (281) 284-0180 [email protected] Date and Scope of Services Provided: 2001 - Present Financial advisory services Reference #4: Client/Company Name: Deer Park ISD Contact Name: Contact Title: David Edgar Assistant Superintendent for Business Services Phone: Email: (832) 668-7035 [email protected] Date and Scope of Services Provided: 2004 - Present Financial advisory services

HCM’s Response to the City of Galveston Request for Proposal #20-20 Financial Advisory Services

8. Emergency Business Services Contact Notice During a natural disaster, or homeland security event, there may be a need for the City of Galveston to access your business for services after normal business hours and/or holidays. The City may request City employee pick up or vendor delivery of services.

For this purpose, a primary and secondary emergency contact name and phone number are required. It is critical the vendor’s emergency contact information remains current. City shall be contacted by E-mail with any change to a contact name or phone number of these emergency contacts. Updates may be emailed to [email protected].

All services requested during an emergency event are to be supplied as per the established contract prices, terms and conditions. The vendor shall provide the fee (pricing) for an after-hours emergency opening of the business, if any. In general, orders will be placed using a City of Galveston procurement card (Master Card) or City issued Purchase Order. The billing is to include the emergency opening fee, if applicable.

The contractor shall provide the names, phone numbers and fee (pricing), if any, for an after-hours emergency opening of the business listed below.

Business Name: Huntington Capital Markets

Contract #: 20-20 Financial Advisory Services

Description: Financial Advisory Services

Primary Contact (Name): Jim Niederle

Primary Contact Phone Numbers: Home: Cell: (713)253-0027

Secondary Contact (Name): Ryan O’Hara

Secondary Contact Phone Numbers: Home: Cell: (713) 584 5788

After Hours emergency opening fee, if applicable: Not applicable

HCM’s Response to the City of Galveston Request for Proposal #20-20 Financial Advisory Services

3. Cost Proposal

HCM’s Response to the City of Galveston Request for Proposal #20-20 Financial Advisory Services

2. Cost of Proposed Products and/or Services A. Pricing: Pricing shall reflect the full Scope of Services defined herein, inclusive of all associated cost for delivery, labor, insurance, taxes, overhead, and profit.

HCM is unequivocally the best value in the market and our fee schedule is one of the most competitive in the market. Annual Continuing Disclosure is not an additional cost to our clients. We have never had an occasion to charge any client for anything outside of our fee schedule, because our scope of services is so inclusive. Quarterly: The Financial Advisor will be paid a quarterly sum of $10,000, payable in arrears beginning December 31, 2020 Per Bond Transaction: Bond transaction services shall be performed in accordance with the following fee schedule to be paid to the Financial Advisor upon satisfactory performance of services and successful closing of a bond transaction.

Bond Amount Price per Bond $0 -$5,000,000 Minimum - $15,000 $5,000,000 - $10,000,000 $15,000 plus $1.00 per $1,000 $10,000,001 - $25,000,000 $25,000 plus $0.50 per $1,000 $25,000,001 and over $37,500 plus $0.25 per $1,000

B. Schedule of Pricing: Proposer shall quote unit pricing in accordance with the itemized listing of services or contract segments stated in the Scope of Services and using the following format:

Please see the fee schedule above. The above fee schedule is the same as we have previously used. The below itemized listing of services in not applicable.

Extended Item# Quantity Description of Products/Services Unit Cost Price $ $ $ $ $ $ $ $ TOTAL ALL LINE ITEMS $ $

HCM’s Response to the City of Galveston Request for Proposal #20-20 Financial Advisory Services

3. Term of Contract and Option to Extend:

Any contract resulting from this RFQ shall be effective for three (3) years upon execution by the City of Galveston. The City anticipates that a contract shall be renewed pursuant to the availability of funds and at the discretion of the City. The following clauses shall be included in the contract:

A. Option Clause: It is agreed that City will have the option to extend the contract for up to two (2) additional terms at one (1) year intervals. To exercise this option, the City shall serve notice 30 days prior to contract termination or to the end of any one-year extension. The Option to Extend will not be considered if funding is unavailable or if the contractor’s past performance is not within the industry standard.

HCM agrees to the Option Clause sated above.

B. Escalation Clause: Should market conditions prevail which dictate an increase, the successful contractor may submit documentation requesting permission to increase pricing no later than 30 days after receiving notice from the City of its intent to extend the agreement. Escalation may only occur at the time of renewal and only upon securing the approval of the City in writing. Requests for price adjustments must be solely for the purpose of accommodating an increase in the contractor’s cost, not profits.

HCM agrees to the Escalation Clause sated above.

6. Trade Secrets and/or Confidential Information Trade Secrets and/or Confidential Information: This proposal does not contain trade secrets and/or confidential information. If applicable, describe such trade secrets and confidential information, and the basis for your assertion that such material qualifies for legal protection from disclosure.

7. Federal, State and/or Local Identification Information A. Centralized Master Bidders List registration number: Not Applicable

B. Prime contractor HUB / MWBE registration number: Not Applicable

C. An individual Proposer acting as a sole proprietor must also enter the Proposer’s Social Security Number: #______-______-______Not Applicable

D. Dun and Bradstreet Number - Data Universal Numbering System (DUNS): ______.:______Not Applicable

All vendors contracting with the City of Galveston may be required to register, or have an active registration with the System for Award Management (SAM.gov). Registration is free. The System for Award Management (SAM) is the official registration required prior to bidding on a contract with any federal government agency, including local governments who receive federal funds. Registration must be completed prior to contract award by City Council. Registering online is accomplished on the SAM website here: https://www.sam.gov/portal/SAM/##11#1.

HCM’s Response to the City of Galveston Request for Proposal #20-20 Financial Advisory Services

9. Cooperative Governmental Purchasing Notice Other governmental entities maintaining inter-local agreements with the City, may desire, but are not obligated, to purchase services defined in this RFP from the successful Proposer. All purchases by governmental entities, other than the City, will be billed directly to and paid by that governmental entity. The City will not be responsible for another governmental entity’s debts. Each governmental entity will place their own orders with the successful Proposer and be responsible for ensuring full compliance with the RFP specifications. Prior to other governmental entities placing orders, the City will notify the successful Proposer of their intent.

Please indicate below if you will permit other governmental entities to purchase from your agreement with the City.

 Yes, Others can purchase [ ] No, Only the City can purchase.

HCM’s Response to the City of Galveston Request for Proposal #20-20 Financial Advisory Services

4. Additional Services and Benefit

HCM’s Response to the City of Galveston Request for Proposal #20-20 Financial Advisory Services

2. Cost of Proposed Products and/or Services

A. Pricing: Pricing shall reflect the full Scope of Services defined herein, inclusive of all associated cost for delivery, labor, insurance, taxes, overhead, and profit.

HCM’s Response to the City of Galveston Request for Proposal #20-20 Financial Advisory Services

5. Exceptions

HCM’s Response to the City of Galveston Request for Proposal #20-20 Financial Advisory Services

None/Not applicable

HCM’s Response to the City of Galveston Request for Proposal #20-20 Financial Advisory Services

6. Schedule

HCM’s Response to the City of Galveston Request for Proposal #20-20 Financial Advisory Services

Per Addendum 2:

None/Not applicable

HCM’s Response to the City of Galveston Request for Proposal #20-20 Financial Advisory Services

Disclosures

These materials and any communications herein are provided for informational or illustration purposes only. Nothing herein shall be construed as or constitute an advertisement or offer to buy or sell any product, nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the applicable securities laws of any such state or jurisdiction. Any statements, including opinions and recent quotations on rates and products, are subject to change without notice. The content presented within this material is based upon information that Huntington Securities, Inc. (HSI) and The Huntington National Bank (HNB) believe is reliable, but neither HSI nor HNB warrants its completeness or accuracy, and it should not be relied upon as such. Additional information to what is presented in this material can be made available upon request. Any performance information shown represents historical market information only and does not imply or represent any past performance. You should not assume that future performance will equal any historical market performance information discussed in this presentation. HSI, HNB, their affiliated companies, and their respective directors, officers, and employees, expressly decline and are not responsible for any liability for loss or damage whatsoever caused by or related to the use of information contained in these materials.

® and Huntington® are federally registered service marks of Huntington Bancshares Incorporated. © 2020 Huntington Bancshares Incorporated. All rights reserved. Huntington Capital Markets® is a federally registered service mark and a trade name under which the investment banking products and services of Huntington Bancshares Incorporated and its subsidiaries, Huntington Securities, Inc. and The Huntington National Bank, are marketed. Securities products and services are offered by licensed securities representatives of Huntington Securities, Inc., registered broker-dealer, member FINRA and SIPC. Banking products and services are offered by The Huntington National Bank, member FDIC. Huntington Capital Markets personnel may be dual employees of both HSI and HNB. Certain non-public information that you share with Huntington Capital Markets personnel may be shared between HSI and HNB. Such information will not be shared or otherwise disclosed outside our organization without your express permission. HSI and HNB adhere to established procedures to safeguard such information from areas within our organization that trade in or advise clients with respect to the purchase and sale of securities. Investment products are: NOT A DEPOSIT • NOT FDIC INSURED • NOT GUARANTEED BY THE BANK • NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY • MAY LOSE VALUE HSI and HNB do not provide accounting, legal, or tax advice; you should consult with your accounting, legal, or tax advisor(s) on such matters. HCM’s Role In connection with its responsibilities under the federal securities laws and the rules of the Municipal Securities Rulemaking Board, Huntington Securities Inc. (“HSI”) dba Huntington Capital Markets (“HCM”) wants to ensure that you understand the purpose of our communications with you and the role we intend to play in any transactions that we may engage in with you. We are communicating with you for the purpose of soliciting business as a municipal advisor. We are providing information about our firm so that you are aware of our general qualifications and capabilities. This presentation may also contain information on market conditions and various debt financing structures, factual information about your outstanding municipal securities, and hypothetical information regarding interest rates, debt service requirements and similar matters, all for the purpose of describing financing alternatives generally available under current market conditions. If you decide to hire us, at that time, as part of our services as municipal advisor, we may provide advice concerning the structure, timing, terms and other similar matters concerning the issuance of securities. However, at this time, HCM is not recommending that you take any action, and nothing in this presentation should be construed as advice or a recommendation. Confidentiality of Presentation This presentation was prepared exclusively for the benefit and internal use by the recipient for the purpose of evaluating potential services to be provided by HCM. This presentation is confidential and proprietary to HCM and may not be disclosed, reproduced or used for any other purpose without HCM's express written consent.