VILLAGEWALK OF BONITA SPRINGS COMMUNITY DEVELOPMENT DISTRICT LEE COUNTY REGULAR BOARD MEETING FEBRUARY 21, :00 P.M.

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1 VILLAGEWALK OF BONITA SPRINGS COMMUNITY DEVELOPMENT DISTRICT LEE COUNTY REGULAR BOARD MEETING FEBRUARY 21, :00 PM Special District Services, Inc Riverview Center Boulevard, #253 Bonita Springs, FL wwwvillagewalkofbonitaspringscddorg Telephone 877SDS4922 Toll Free Facsimile

2 AGENDA VILLAGEWALK OF BONITA SPRINGS COMMUNITY DEVELOPMENT DISTRICT Town Center at VillageWalk of Bonita Springs Latitude Drive Bonita Springs, Florida REGULAR BOARD MEETING February 21, :00 pm A Call to Order B Proof of Publication Page 1 C Establish Quorum D Consider Appointment to Board Vacancy Page 3 E Seat New Board Member F Administer Oath of Office & Review Board Member Responsibilities and Duties G Additions or Deletions to Agenda H Comments from the Public for Items Not on the Agenda I Approval of Minutes 1 January 17, 2017 Regular Board Meeting Minutes Page 5 J Old Business 1 Update Regarding Enforcement Unauthorized Lake Bank Plantings 2 Review of Financial Advisor Proposals Page 11 K New Business L Engineering Report 1 Present 5-Year Maintenance Report M Administrative Matters N Board Members Comments O Adjourn

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5 From: Paul Canning Date: 1/4/17 10:11 AM (GMT-05:00) To: Kathleen Dailey Subject: VillageWalk Bonita CDD Good morning, My name is Paul Canning I am interested in applying for the VillageWalk Bonita CDD vacancy I have been a resident of VillageWalk Bonita for 9 years I live at Jeneva Way I am not currently on any boards or committees within the VillageWalk Bonita community However, I do take an interest in the day to day management of my community I am not sure of the credentials that may be required for this position So, I will take a moment to mention a few things about my background: I am currently employed as a fire officer at the Bonita Springs Fire Control and Rescue District I have been that BSFD for 23 years as a Lieutenant/Acting Battalion Chief EMT/Paramedic I have lived in Bonita Springs since 1987 I have served on the City of Bonita Springs Veteran's Advisory Committee for 5 years (still current) I am close to completing my Bachelor's of Public Administration degree I have an Associates in Fire Science degree I am an honorably discharged veteran of the United States Marine Corps As previously stated, I do not have board experience within my community However, I have the ability and the mental capacity to look at issues from a common sense approach as well as considering the needs and wants of those within my community Please feel free to contact me if you have may questions Thank you for your consideration Paul C Canning Jeneva Way Bonita Springs, FL Page 3

6 From: Sent: Tuesday, September 27, :30 AM To: Kathleen Dailey Cc: F James Kauffman (fjkvillagewalkcdd@gmailcom) <fjkvillagewalkcdd@gmailcom>; Wesley Haber (WesH@hgslawcom) <WesH@hgslawcom> Subject: Re: FW: Inquiry about VillageWalk CDD board seat Kathleen here is a brief bio for your files If you have any questions please let me know regards Mike My name is Michael Hertz I live at Guinivere Way I am interested in becoming a member of the CDD Board at Village Walk of Bonita Springs I am a full time resident I am currently working from home but will be retiring at the end of this year I am the president of a company that manufactures and supplies school uniforms to distributors in the United States I have been in business since 1972 always related to some form of clothing manufacturing I have been involved in the school uniform sector since 1988 While living on Long Island, prior to moving here full time in 2014, I served in the emergency service sector as both an EMT and firefighter for 35 years All of Long Island's emergency services are volunteer During my membership in the fire department I held the rank of truck company lieutenant, heavy rescue squad lieutenant and captain and served 8 years as the Chief of Department As part of the extensive nationally recognized training given by the State of New York I also was certified as an EMT and safety officer (a position normally appointed to former chiefs of department) I have also have many ISO certifications I have been in command at many scenes such as brush fires, motor vehicle accidents, boating accidents, building collapses, structure fires and WTC on 9/11 Being Chief of the Department of a town of 35,000 people and many commercial businesses brought me into contact with many and gave me a full spectrum of experiences Involvement with city and state officials on a regular basis gives me a good background in the public process Decisions regarding expansion of home sites, business locations and traffic flow was all part of my involvement as Chief I found volunteer work to be extremely rewarding and would like to do my part as a resident of Village Walk I realize the CDD board might not be as exciting as emergency service but I think I can be a positive addition to this group Page 4

7 A CALL TO ORDER VILLAGE WALK OF BONITA SPRINGS COMMUNITY DEVELOPMENT DISTRICT REGULAR BOARD MEETING JANUARY 17, 2017 The January 17, 2017, Regular Board Meeting of the Village Walk Community Development District was called to order at 3:02 pm in the Town Center at Village Walk of Bonita Springs located at Latitude Drive, Bonita Springs, Florida B PROOF OF PUBLICATION Proof of publication was presented that notice of the Regular Board Meeting had been published in the Naples Daily News on October 3, 2016, as part of the District s Fiscal Year 2016/2017 Regular Meeting Schedule, as legally required C ESTABLISH A QUORUM A quorum was established with the following Supervisors present: Supervisor VACANT Supervisor Matt Jacovelli Present Supervisor Laura Ray Present Supervisor F James Kauffman Present Supervisor Terry L Peters Present Staff members in attendance were: District Manager Kathleen Dailey Special District Services General Counsel Wes Haber (via telephone) Hopping, Green & Sams District Engineer Chris Wright RWA, Inc Also present were Assistant Village Manager, Dennis White; Jim Bridges from the HOA; and District residents: Joe McGuire, Don Martelle, Douglas Farkas, Charlie Hourez and Frank Parlovicz D CONSIDER APPOINTMENT TO BOARD VACANCY Mr Kauffman nominated Paul Canning to fill the unexpired term of office in Seat #5 Mr Jacovelli nominated Michael Hertz to fill the unexpired term of office in Seat #5 The Board discussed the two candidates and indicated that they would like to meet both, in person A motion was made by Mr Jacovelli, seconded by Ms Ray and passed unanimously to table the nominations until the next meeting and invite both candidates to attend 1 Page 5

8 VILLAGE WALK OF BONITA SPRINGS COMMUNITY DEVELOPMENT DISTRICT REGULAR BOARD MEETING JANUARY 17, 2017 E SEAT NEW BOARD MEMBERS Ms Dailey announced that Matt Jacovelli would hold Seat 1 and Laura Ray would hold Seat 3 F ADMINISTER OATH OF OFFICE AND REVIEW BOARD MEMBER RESPONSIBILITIES & DUTIES Ms Dailey administered the oaths of office to Mr Jacovelli and Ms Ray Mr Haber went over Public Records Law, the Sunshine Law, as well as the Code of Ethics G ADDITIONS OR DELETIONS TO THE AGENDA KD requested the addition of a reorganization of the Board at this juncture of the agenda Mr Jacovelli nominated Mr Kauffman as Chairman There were no other nominations for Chairman Mr Jacovelli nominated Mr Peters as Vice Chairman There were no other nominations for Vice Chairman Mr Peters nominated Ms Ray, Mr Jacovelli and the future holder of Seat #5 as Assistant Secretaries Ms Ray nominated Ms Dailey as Secretary/Treasurer A motion was made by Mr Jacovelli, seconded by Ms Ray and passed unanimously to elect the above slate of offices, as presented H COMMENTS FROM THE PUBLIC FOR ITEMS NOT ON THE AGENDA Mr McGuire asked about several non-pond areas that are owned by the CDD and if the CDD intends to keep title or convey them to the HOA He stated that the maintenance agreement with the HOA may need to be amended to cover these areas Mr Kauffman advised that he had previous discussions wherein the homeowners had an interest in keeping these areas in the CDD, due to sovereign immunity Mr Martelle asked if anyone had the original agreement for the maintenance of Bonita Beach Road Mr Haber stated that there is an agreement between Lennar and Bonita Springs and that there is a recorded easement that obligates the owner to maintain portions of the road He also indicated that there is a deed to Village Walk that puts an obligation for the easement on the Village and that it is public record Mr Haber continued by stating that he was not aware of a schedule for the City or County to take over maintenance of the road, but that is the expectation, with no mention of ultimate 2 Page 6

9 VILLAGE WALK OF BONITA SPRINGS COMMUNITY DEVELOPMENT DISTRICT REGULAR BOARD MEETING JANUARY 17, 2017 ownership There was a general discussion regarding the agreement and Mr Haber indicated that he would look into this matter further Mr Farkas advised that there were about 100 small cypress trees on lake beds that are dead in quad 4 He wondered who was responsible for the trees Mr Wright indicated that at the time of the development approvals there were littoral zone plantings and some native vegetative plants Mr Wright stated that these documents exist and can be provided to the HOA Mr Wright suggested that Mr Farkas work with Dennis White to be sure he knows where these dead trees are located and that the HOA needs to decide, aesthetically, what to do with them Mr Hourez asked if the CDD takes care of the growth in lakes and Mr Jacovelli replied that Clarke Environmental handles the of maintenance for the HOA and that they will be spraying in February Mr Parlovicz asked about an update on the bond re-issue and Ms Dailey replied that an RFP was currently out on the street for a financial advisor on this matter I APPROVAL OF MINUTES 1 November 15, 2016, Regular Board Meeting The minutes of the November 15, 2016, Regular Board Meeting were presented for approval A motion was made by Mr Peters, seconded by Mr Jacovelli and passed unanimously to approve the minutes of the November 15, 2016, Regular Board Meeting, as presented J OLD BUSINESS 1 Update on the Enforcement and Remediation of Unauthorized Lake Bank Plantings Mr Wright reminded the Board that he had been tasked at the last meeting to look at a property in violation with Mr White The owner had been instructed to remove plantings Displaying photos, Mr Wright stated that in the back corner of the property, rocks and croton had been removed, but that the owner claims that the unremoved rock helps with washouts and alleviates erosion He opined that the Board can either make the owner remove the rock and shrubbery or allow it Mr Kauffman stated that he does not feel strongly about the rock, but that a precedent for allowing unauthorized plantings on banks should not be set Mr Peters opined that the Board had already decided that they wanted them removed and Ms Ray agreed that the original motion of the Board was to remove all unauthorized plantings and material from CDD property Mr Kauffman advised that it is the consensus of the Board that the original motion stands and that the rocks and plantings must be removed 2 Update on Logan/Bella Boulevards 3 Page 7

10 VILLAGE WALK OF BONITA SPRINGS COMMUNITY DEVELOPMENT DISTRICT REGULAR BOARD MEETING JANUARY 17, 2017 Ms Dailey advised that the only new news on this issue was the newspaper article, which was distributed to the Board Members Mr Wright stated that there is nothing to do on the issue until such time as the City develops, in which case the right-of-way has been reserved Mr Bridges advised that there was a meeting scheduled for this topic on January 24, 2017 K NEW BUSINESS 1 Discussion Regarding Preserving Investment in District Lakes and Surface Water Management Systems Mr Kauffman read a statement into the record (attached hereto and made a part hereof) requesting that the District Engineer create a 5-year schedule as a stand-alone document providing for testing, measurement and maintenance with projected costs A motion was made by Mr Jacovelli, seconded by Mr Peters and passed unanimously directing the District Engineer to create a 5-year schedule of comprehensive testing, measurement and maintenance, including projected costs and appropriate vendors, to be carried out by the HOA through the VillageWalk CDD-HOA Maintenance Agreement, with results reported back to the CDD at appropriate intervals, as determined by the District Engineer Mr Wright advised that most of the work has been completed and that nothing catastrophically is wrong He noted that he will have the report prepared for the next meeting L ENGINEERING REPORT Mr Wright advised that the CDD had participated in a lake mulch study that had been given to the previous manager He noted that the first phase cost $2,800 and Mr White noted that he would check on the invoicing Mr Jacovelli stated that there is a stormwater pipe on an outside wall, but that it is on CDD property parallel to Bonita Beach Road, which needs to be looked at Mr Wright stated that he believes it is the CDD s responsibility and will look at the pipe Mr Kauffman asked if the washing of cars is permitted on driveways Mr Jacovelli stated that the HOA documents do not state if it is permitted, but that Lee County has asked that homeowners be aware of causing issues Mr Bridges indicated that there is the same issue with the power washing of homes and the runoff water going into the lakes Mr Wright advised that was correct, the storm drains flow into the lakes and may have some contaminants, but, in theory, the water is treated onsite before entering the lakes 4 Page 8

11 VILLAGE WALK OF BONITA SPRINGS COMMUNITY DEVELOPMENT DISTRICT REGULAR BOARD MEETING JANUARY 17, 2017 M ADMINISTRATIVE MATTERS There were no Administrative Matters to come before the Board N BOARD MEMBER COMMENTS Ms Ray advised that the installation of a street light on Bonita Beach Road was mentioned in the Next Door community publication and that someone from the City stated it is the responsibility of the CDD Mr Bridges noted that he is checking with FPL to lease or rent at the HOA s expense, as it is not on CDD property, but is on the sidewalk Mr Wright stated that the CDD owns the physical property, but has no operational or maintenance responsibility With that, Mr Bridges requested the Board s support if the HOA decides to go through with this installation and pay for it It was the consensus of the Board that they would support the project Mr Haber opined that documents would need to be drawn up to give the HOA the ability to install the light O ADJOURNMENT There being no further business to come before the Board, the Regular Board Meeting was adjourned at 4:30 pm on a motion made by Mr Jacovelli, seconded by Mr Peters and passed unanimously 5 Page 9

12 VILLAGE WALK OF BONITA SPRINGS COMMUNITY DEVELOPMENT DISTRICT REGULAR BOARD MEETING JANUARY 17, 2017 Secretary/Assistant Secretary Chair/Vice-Chair 6 Page 10

13 Proposal to Serve as Independent Municipal Advisor Village Walk of Bonita Springs Community Development District February 7, 2017 Village Walk of Bonita Springs Community Development District CONTACT: Edward D Stull, Jr, Managing Director, EdStull@hilltopsecuritiescom 450 South Orange Avenue, Suite 460, Orlando, Florida Matthew Lalla, Director, MattLalla@hilltopsecuritiescom 100 SE 3rd Avenue, Suite 1107, Fort Lauderdale, Florida Joel Tindal, Director, JoelTindal@hilltopsecuritiescom 450 South Orange Avenue, Suite 460, Orlando, Florida Phone: Phone: Phone: February 7, 2017 Proposal to Serve as Independent Municipal Advisor 2017 Hilltop Securities Inc All rights reserved Member FINRA/SIPC/NYSE Page 11

14 Edward D Stull, Jr Managing Director 450 South Orange Avenue, Suite 460 Orlando, Florida edstull@hilltopsecuritiescom Direct Matthew Lalla Director 100 SE 3rd Avenue, Suite 1107 Fort Lauderdale, Florida mattlalla@hilltopsecuritiescom Direct Joel Tindal Director 450 South Orange Avenue, Suite 460 Orlando, Florida joeltindal@hilltopsecuritiescom Direct February 7, 2017 SUBMITTED VIA kdailey@sdsincorg Village Walk of Bonita Springs Community Development District Latitude Drive Bonita Springs, Florida Attention: Kathleen Dailey, Special District Services, Inc Dear Ms Dailey: FirstSouthwest, a Division of Hilltop Securities Inc ( FirstSouthwest ), is pleased to present our response to the Village Walk of Bonita Springs Community Development District (the District ) Request for Proposals to Act as Independent Municipal Advisor FirstSouthwest is a leader in public finance and serves as a trusted advocate for our clients by providing the expert financial guidance, solutions and services that achieve their individual definitions of success We are confident that our unique and unmatched blend of resources, expertise and personalized, locally based service will enhance the District s efforts in achieving its financial goals As a leader in the industry with a Florida-based team, we believe that FirstSouthwest is ideally suited to serve the District for the following reasons: Extensive Financial Advisory Experience Over the past 70 years, FirstSouthwest has amassed a wealth of knowledge in all types and roles of municipal financing Nationally, FirstSouthwest is ranked as the number-one financial advisor in the nation in terms of number of issues, having provided services on 5,183 transactions totaling $18197 billion par amount for the five-year period ending December 31, 2016 Special District Experience FirstSouthwest has consistently ranked as one of the top firms providing financial advisory services to special districts For the five-year period ending December 31, 2016, FirstSouthwest ranks as the number-one financial advisory firm in the nation for special districts based on the number and par amount of issues, with 785 transactions totaling $417 billion par volume Experienced Florida Based Financing Team The team assigned to the District s engagement is comprised of experienced, well-rounded financial professionals who are highly familiar with Florida statutes, procedures, debt practices and performance management Our business philosophy has been to implement the team concept with senior-level personnel to provide the best possible service to our clients Our Florida based team of Ed Stull, Matthew Lalla, and Joel Tindal have more than 72 years of combined public finance experience, including financings for special districts through the use of non-ad valorem assessments and tax increment revenues Messrs Stull, Lalla, and Tindal will have access to FirstSouthwest s total resources, including the quantitative and technical support personnel throughout our firm Our team of professionals has experience with in Florida with special assessment financings, refundings, bank loans, general obligation credits, sales tax financing, state appropriation financing, and various forms of short-term Page 12

15 Proposal to Act as Independent Municipal Advisor February 7, 2017 borrowings In addition, our Florida based team will draw upon the national expertise of professionals throughout our firm to provide further special district financing support Pricing Expertise In our role as financial advisor, we believe that maintaining a trading and underwriting desk is essential to advise the District properly about current conditions in today s highly volatile market FirstSouthwest is a registered broker/dealer with the Financial Industry Regulatory Authority, with its activities regulated by the Securities and Exchange Commission, and we operate under the rules of the Municipal Securities Rulemaking Board FirstSouthwest s underwriting and trading desk routinely provides market updates based on its active market involvement and extensive institutional investor relationships, and assists our financial advisory clients in the sale of their securities to ensure optimal pricing in light of market conditions We believe this resource provides a significant advantage to our financial advisory clients with bond issues In addition, FirstSouthwest maintains an active and sophisticated interest rate swap advisory practice, has expertise with banks that provide an array of credit products to our clients, and brings a full-service approach to our municipal client base through extensive ancillary services Bank Loan Experience The team assigned to the District brings considerable bank loan experience to the District For the five-year period ending December 31, 2016, FirstSouthwest has provided financial advisory services on 143 bank loan financings totaling nearly $14 billion in the State of Florida, with 71 bank loans as refunding transactions Team Concept FirstSouthwest s business philosophy to provide services using a team approach, whereby a team of professionals from different disciplines is assembled to meet each client s needs for a given engagement and project, is the foundation of our success We thank you again for this opportunity to respond to your RFP and we enthusiastically look forward to the prospect of serving as the District s financial advisor Sincerely yours, Edward D Stull, Jr Matthew Lalla Joel Tindal Managing Director Director 2017 Hilltop Securities Inc All rights reserved Member FINRA/SIPC/NYSE Page 13

16 Table of Contents Village Walk of Bonita Springs Community Development District Firm Overview 1 Relevant Financial Advisory Experience 2 Engagement Team 6 Approach to Scope of Services 7 Analytical and Technology Capabilities 11 Refunding Summary 12 Approach to Rating Agencies 12 Independent Pricing Information 13 Extensive Resources 14 Fees and Expenses 14 Registrations with Applicable Government Agencies 15 APPENDICES A B C Summary of Refunding Analysis for the Series 2007 Bonds Team Resumes Registration Documents with Applicable Governmental Agencies Table of Contents Page i 2017 Hilltop Securities Inc All rights reserved Member FINRA/SIPC/NYSE Page 14

17 FirstSouthwest, a Division of Hilltop Securities Inc, is pleased to provide the Village Walk of Bonita Springs Community Development District (the District ) with this response to the District s Request for Proposals Firm Overview First Southwest Company, LLC ( FirstSouthwest ), founded in 1946, was originally dedicated to serving the financing needs of local municipalities, and over the years grew into a national firm with expertise in every sector of public finance Village Walk of Bonita Springs Community Development District Personnel by Department (as of January 1, 2017) Hilltop Securities Inc ( HilltopSecurities ), formerly known as Southwest Securities, Inc, was founded in 1972 and was one of the first broker-dealers to enter the fully disclosed securities clearing business, becoming the back office for a number of other brokerage houses In addition to developing clearing as a core business, the firm made strategic acquisitions and added complementary lines of business, entering the public finance and municipal underwriting business in 1987 In 2015, HilltopSecurities and FirstSouthwest became common control affiliates under Hilltop Holdings Inc, a Texas-based diversified financial holding company specializing in banking, mortgage origination, financial advisory and insurance through its wholly owned subsidiaries On January 22, 2016, HilltopSecurities and FirstSouthwest merged to create a new, stronger firm with complementary business lines and a shared history representing more than 112 years of industry experience Financial advisory services continues to be provided under the name FirstSouthwest, a Division of Hilltop Securities Inc ( FirstSouthwest ) Personnel and Public Finance Focus HilltopSecurities Public Finance Department, FirstSouthwest, is one of the largest divisions in the firm With the inclusion of our Capital Markets (eg, Sales, Trading and Underwriting), and Retail divisions, Public Finance encompasses the majority of the firm and employs approximately 60% of the firm s overall staff The following graph, which shows the dispersion of personnel among the different service and support divisions of the firm, helps illustrate the weight of public finance in the firm Providing the highest-quality financial advisory services to issuers nationwide is our core business *Includes Communications, Executive, Finance, General Services, Human Resources and Print Services We organize our Public Finance Department by industry, region, and product, giving us a focus group for nearly every type of public entity: state and local government projects, power, water / wastewater, economic development, housing, education, state revolving funds, transportation, and healthcare Such commitment to the public sector ensures that the District will receive attention from all corners of the firm The Financial Services Firm of Choice Rooted in the communities we serve, FirstSouthwest is honored to work with those who advance our society We engage all of our firm s resources to ensure clients are empowered to make the best decisions that enable their growth and expansion For municipal issuers, we offer a deep understanding of bold objectives through extensive experience and a purity of purpose Helping Clients Thrive Our mission is to serve as trusted advocates for our clients by providing the expert financial guidance, solutions and services that achieve their definition of success We deliver on this mission in two critical ways: Forthright advice As trusted advisors and advocates for municipal issuers, we listen and respectfully collaborate, pairing honesty with sound judgment to enable clients to achieve confidence in their decisionmaking Our long-term relationships are built on a foundation of transparency and candid communication Tailored solutions We create tailored solutions specific to the needs of our municipal issuer clients Our solutions and services are developed by teams of experienced financial professionals, all of whom embrace our vision to build noble and collaborative Page Hilltop Securities Inc All rights reserved Member FINRA/SIPC/NYSE Page 15

18 relationships that enrich the financial future of communities Our experts evaluate and test the integrity of each proposal, helping clients define the most effective options to meet their specific needs And, our diverse products, complete with risk and cost analysis, provide clients with reliable information for better decision-making Office Locations and Staffing Village Walk of Bonita Springs Community Development District HilltopSecurities is headquartered in Dallas, Texas and maintains 48 offices in 19 states Nationwide, HilltopSecurities employs approximately 944 people When beneficial to the District, we will call upon the vast human, technical, and analytical resources found in our numerous offices throughout the country By utilizing the expertise of our senior professionals throughout the firm, the District will receive the full benefits of a national firm with the client-oriented approach of a local firm Relevant Financial Advisory Experience Leading Financial Advisor National Reach with Florida Expertise FirstSouthwest has maintained an office in the State of Florida since 1987 Currently, the firm has four offices in the state: Fort Lauderdale, Miami, Palm Beach Gardens, and Orlando The engagement will be led by professionals in our Fort Lauderdale and Orlando offices HilltopSecurities employs 14 professionals and 1 additional support staff member in the Florida offices Our experience is constantly being built upon by participating in a multitude of public finance engagements for state, county, and city-level issuers within Florida, providing invaluable experience that will aid and benefit the District when securing funding for its infrastructure needs FirstSouthwest consistently ranks as one of the top municipal advisory firms in the country and for the fiveyear period ending December 31, 2016, Ipreo MuniAnalytics ranked us as the number-one municipal advisory firm in the nation based on the number of issues (5,183 transactions totaling $18197 billion par amount) FirstSouthwest, a Division of Hilltop Securities Inc National Financial Advisory Experience Number of Issues January 1, 2012 December 31, 2016 The table above includes issues from both Southwest Securities, Inc and First Southwest Company, LLC The two firms merged on January 22, 2016 Source: Ipreo MuniAnalytics Florida Experience For the five-year period ending December 31, 2016, Ipreo MuniAnalytics ranked us as the number-three municipal advisory firm in Florida based both on the par amount and number of publicly-offered issues (53 Page Hilltop Securities Inc All rights reserved Member FINRA/SIPC/NYSE Page 16

19 transactions totaling over $7 billion par amount) In addition, FirstSouthwest has served as financial advisor on 143 bank loans with a total par amount of nearly $14 billion during the same five-year period Our extensive transactional experience provides us with a tremendous depth of knowledge with respect to the bond issuance process, including attaining credit supports for various financings types for our issuer clients In Florida, the most utilized credit supports for municipalities include traditional bond insurance, commercial bank letter of credits, revolving credit facilities, and direct lending Bond Insurance with the demise of the AAA rated bond insurers during the financial crisis, the use of bond insurance has been reduced significantly for new municipal issues The remaining insurers writing policies currently have AA-category ratings with Standard & Poor s However, for certain financings, the use of insurance could still provide some benefits, especially for lower rated credits Reserve Sureties depending on the credit pledge or prior bond documentation, a reserve fund may be required The remaining bond insurers have been willing to provide a reserve surety policy on a standalone basis in the recent past This is a departure from the pre-crisis period Letters of Credit commercial bank letters of credit can still provide a valuable credit enhancement for certain types of issuance including variable rate bonds and commercial paper The strong short-term ratings that banks can garner plays a critical role in allowing many issuers to access the short-term money markets Direct Lendings & Revolving Facilities Many commercial banks have been increasingly willing to lend directly to municipal issuers in Florida This can come in the form of a term loan from a bank at a fixed rate or a revolving or draw-down facility that is used for liquidity purposes or construction financing Through our continual and extensive involvement in the municipal market, including Florida, we are able to bring recent and relevant expertise to our issuer clients This allows us to structure a financing for our clients that meets their goals and achieves the most efficient funding for their particular need Special District Experience FirstSouthwest is dedicated to providing high-quality financial advisory services to special districts, which Village Walk of Bonita Springs Community Development District results in our firm consistently ranking as one of the top firms in the nation for these types of financings According to Ipreo MuniAnalytics, for the five-year period ending December 31, 2016, FirstSouthwest ranks as the number-one financial advisory firm in the nation for Special Districts based on the number and par amount of issues, with 785 transactions totaling $417 billion par volume FirstSouthwest, a Division of Hilltop Securities Inc National Financial Advisory Experience Special Districts Number of Issues January 1, 2012 December 31, 2016 The table above includes issues from both Southwest Securities, Inc and First Southwest Company, LLC The two firms merged on January 22, 2016 Source: Ipreo MuniAnalytics FirstSouthwest has assisted issuers in the State of Florida with the financing of a variety projects through the use of non-ad valorem assessments, tax increment revenues and various enterprise revenues among others We have played an integral part in working with our clients from the early stages of developing a new financing program to refinancing existing specialized debt for savings The following case studies highlights a cross section of financings that members of the proposed FirstSouthwest team participated, either at FirstSouthwest or prior employers, including financings utilizing special assessment and tax increment security City of Punta Gorda CRA Transaction: $20,030,000 Revenue Note, Series 2012 Closing Date: November 16, 2012 Services Provided: Long-Term Planning, Financial Advisory Transaction Overview: The Punta Gorda CRA was impacted by the downturn in the real estate market over the past several years, and was faced with substantially reduced revenues compounded by a large debt burden Page Hilltop Securities Inc All rights reserved Member FINRA/SIPC/NYSE Page 17

20 In March 2012, FirstSouthwest, as financial advisor, prepared a detailed review and analysis of the CRA cash flow projections, existing CRA debt service and lease payments, and current CRA sunset date Our review and analysis focused on the current debt load of the CRA, projected tax increment revenues, extension of the sunset date, and restructuring of the existing obligations The analysis prepared by FirstSouthwest included a sensitivity analysis under alternative growth scenarios within the district, allowing the Board to make an informed decision on the future financial planning within the district FirstSouthwest further provided assistance to the CRA through the restructuring of existing CRA obligations to more closely track projected revenue projections FirstSouthwest assisted the City in obtaining a bank loan to restructure the existing CRA obligation with a longer term financing The CRA was able to successfully obtain a 15-year term financing that provided for a debt repayment structure that more closely matching increment projections, while providing prepayment flexibility to the CRA if revenues are better than projected City of North Port, Florida Transaction: $39,525,000 Transportation Improvement Assessment Bonds, Series 2013 Overview: On December 18, 2013 the City of North Port issued its Transportation Improvement Assessment Bonds, Series 2013 for the primary purpose of reconstruction and rehabilitation of approximately 266 miles of the approximately 813 miles of existing roadways within the City FirstSouthwest assisted the City and its financing team in developing a security structure for the Series 2013 Bonds that pledged a new capital assessment as well as a backup covenant to budget and appropriate from the City The security structure allowed the City to finance the project with a new revenue stream, while utilizing a backup pledge to achieve stronger credit ratings on the Series 2013 Bonds This security structure, in part, allowed the City to obtained underlying credit ratings on the Series 2013 Bonds of A1 from Moody s and A from Fitch while not funding a debt service reserve fund or including an anti-dilution test relating to the backup covenant to budget and appropriate FirstSouthwest assisted the City and the finance team throughout the planning and execution stages of the financing, including assisting the City and its assessment consultant during the development of the new capital assessment Village Walk of Bonita Springs Community Development District Additionally, FirstSouthwest provided advice and assistance to the City in obtaining credit ratings, evaluation of credit enhancement alternatives, pricing and sale of the bonds, and coordination of the closing City of Port St Lucie, Florida Transaction: $126,895,000 Special Assessment Refunding Bonds, Series 2016 Services Provided: Financial Advisory Overview: On September 22, 2016 the City of Port St Lucie issued its Special Assessment Refunding Bonds, Series 2016 to advance refund its Special Assessment Bonds, Series 2006 which were originally issued to finance the construction of roadway, potable water, wastewater, and stormwater improvements within the Southwest Annexation Special Assessment District 1 The Series 2016 Special Assessment Refunding Bonds were rated AA based on an insurance policy provided by BAM with an underlying rating of A+) The Series 2016 Special Assessment Refunding Bonds were secured by special assessments within the designated district with a backup pledge of the City s covenant to budget and appropriate its non-ad valorem revenues FirstSouthwest assisted the City and the finance team throughout the planning and execution stages of the financing Additionally, FirstSouthwest provided advice and assistance to the City in obtaining credit ratings, evaluation of credit enhancement alternatives, pricing and sale of the bonds, and coordination of the closing City of Hollywood, Florida Transaction: $36,395,000 Hollywood Beach Community Development District Taxable Revenue Bonds (Public Parking Facilities Project), Series 2014 While at his previous employer, Co-Project Manager Matthew Lalla served as the City of Hollywood s financial representative on the Public Parking Component financing team and also on the City s negotiation team which established the terms and conditions of the Development Agreement and Ground Lease between the City and the developer for the Margaritaville Hollywood Beach Resort Overview: The Hollywood Beach CDD issued the above reference bonds as a substantial portion of the financing for the Margaritaville Hollywood Beach Resort with total project cost of $147 million The Public Parking Component (with 1,056 parking spaces) served as the base structure which the 17-story resort Page Hilltop Securities Inc All rights reserved Member FINRA/SIPC/NYSE Page 18

21 hotel consisting of 349 rooms, 28,000 square feet of convention and meeting space, 30,000 square feet of restaurant and bar space, and a 13,000 square feet spa, was built around The financing of the Public Parking Component was completed through a public sale on a taxable basis with a mixture of serial and term bonds over a 30 year term The City of Hollywood needed to protect its financial interests in the Margaritaville project as landlord under the terms of the 99 year ground lease (which provided for prepossession rent, possession rent during construction, and participation rent upon start of resort operations) and as a financial guarantor for the Public Parking Component The CDD bond issue for the Public Parking Component was supported through a backup pledge requiring the City to covenant to budget and appropriate its non-ad valorem revenues to replenish the debt service reserve in the event of a debt service shortfall from the Special Assessment and other Pledged Revenues The CDD bond issue as rated by Moody s Investors Service as A2 Ownership of the Public Parking Facility reverts back to the City of Hollywood at the end of the 30-year financing term Bank Loan Experience The most common form of alternative financing to a traditional municipal bond issuance in Florida is the use of bank loan financing According to our internal records, FirstSouthwest has assisted our financial advisory clients in the State of Florida in obtaining 143 bank loan financings for Florida entities for the five-year period ending December 31, 2016 with par amount of nearly $14 billion Of the 143 bank loan financings for Florida entities completed during the same five-year period, 71 were completed as refunding transactions The Co-Project Managers assigned to the District s engagement have substantial expertise obtaining costeffective bank financing for a variety of loan structures In fact, Mr Stull spent part of his career providing direct lending to governmental and institutional clients while working for a commercial bank Mr Tindal, a Co-Project manager, additionally has substantial experience assisting Florida issuers with bank financing and other types of alternative funding As an example, Mr Tindal assisted the Gasparilla Island Bridge Authority in analyzing and obtaining a State Infrastructure Bank financing for the replacement of its swing bridge The SIB loan provided a 30-year repayment structure at an interest rate of 25% The use Village Walk of Bonita Springs Community Development District of the SIB loan was part of a multi-year strategy on the replacement of a vital bridge to the island, which also utilized bank loan financing to accomplish the overall capital funding strategy With respect to whether to utilize a bank loan for a particular financing, many factors must be considered including the following: Size: A very large issuance may not lend itself to a bank loan, and a small borrowing may have comparatively high upfront costs under a traditional bond issue Flexibility: A bank loan may provide additional flexibility to prepay without penalty prior to a traditional 10-year call date for bonds Terms: A bank may require terms that would not otherwise be required under a capital markets transaction Additionally, banks may not provide financing maturities that are as long as what can be achieved in the capital markets Initial and Ongoing Administration: A bank loan typically requires less initial documentation and has limited ongoing disclosure requirements Default and Remedy: Banks have historically requested the ability to accelerate under an event of default Because this provision has become a focal point of industry participants, the elimination of this provision has become more common Interest Rate Adjustments: Banks may require the ability to adjust the interest rate on a loan due to change in tax status of the loan, change in marginal tax rates, and change in effective yield to the bank among others Debt Service Reserve: Unlike a traditional bond issue, bank loans generally do not require the funding of a debt service reserve Whether or not a bank loan is utilized for a particular financing would need to consider these and many other factors A bank loan is one of many financing tools, and depending on the particular financing, could be the best alternative FirstSouthwest has the expertise and experience to evaluate and recommend the most appropriate plan of finance for a particular project or refunding, including the evaluation of the efficiency of bank loan financing The following case studies provides examples of our assistance in the evaluation, analysis, and Page Hilltop Securities Inc All rights reserved Member FINRA/SIPC/NYSE Page 19

22 recommendation of a bank loan financing for our financial advisor clients For each financing, we will evaluate the unique circumstances to determine whether to recommend a bank loan versus an alternative form of financing City of Oviedo Florida Transactions: $8,054,000 Utility System Refunding Revenue Note, Series 2014, $5,900,000 Limited Ad Valorem Refunding Note, Series 2013, and $3,900,000 Drawdown Line of Credit Overview: Since being hired as financial advisor by the City of Oviedo in 2013, FirstSouthwest has completed three bank note financings in addition to projects currently slated These financings have ranged from drawdown lines of credit that convert into a fixed rate terms to fund capital improvements to a limited ad valorem tax refunding loan as well as utility related financings In total the two refunding have saved the City over $2 million in total debt service, or over $15 million on a present value basis FirstSouthwest assisted in the preparation of the bank loan requests, prepared a recommendation report for each of the financings, and assisted the City in successfully executing the financings pursuant to the finance plans City of New Smyrna Beach, Florida Transaction: $8,045,000 Capital Improvement Revenue Note, Series 2013 Overview: The City of New Smyrna Beach desired to finance approximately $78 million in capital improvements, but was concerned about the financial impact on current and future budgets FirstSouthwest developed a financing plan, utilizing a 20-year bank loan, which allowed the City to take advantage of the retirement of two debt obligations and keep debt service at current levels The financing plan included the refunding of the City s Florida Municipal Loan Council 2000B Note, and structuring the new debt around the City s remaining Series 1999 and their Series 2005 bonds The City was able to successfully complete the contemplated financing plan, and keep debt service at current levels City of Ocoee, Florida Transaction: $8,212,000 Capital Improvement Refunding Revenue Note Services Provided: Financial Advisory Services Village Walk of Bonita Springs Community Development District Transaction Overview: The City of Ocoee issued its $8,212,000 Capital Improvement Refunding Revenue Note to provide for the current refunding of its outstanding Capital Improvement Bonds, Series 1999 FirstSouthwest assisted the City in the development of a bank loan RFP in order to capture the attractive rates available at that time, and to issue the refunding without the need for a debt service reserve fund The City was able to achieve present value savings on the refunding of over $14 million, which equated to over 17% of the bonds refunded Additionally, the loan provides for the ability to prepay without penalty providing for potential savings opportunities prior to a traditional 10-year bond call City of Fernandina Beach, Florida Transaction: $1,884,000 Capital Improvement Revenue Note Services Provided: Financial Advisory Transaction Overview: The City of Fernandina Beach issued its $1,884,000 Capital Improvement Revenue Note to finance a portion of the City s Forward Fernandina plan Forward Fernandina provided for numerous capital improvements throughout the City at an estimated cost of six million dollars As financial advisor to the City, FirstSouthwest assisted with presentations, preparation of a bank loan RFP, and structuring of the financing transaction Additionally, because Forward Fernandina was a focal point among both citizens and the Council, FirstSouthwest provided the City invaluable advice regarding rating implications, budgetary impacts, and security structures among others The City obtained favorable loan proposals, and was able to achieve an all-in true interest cost rate of 268% on a 15-year maturity loan Additionally, the loan provided the ability for the City to prepay without penalty Engagement Team FirstSouthwest offers a staff of experienced and skilled professionals for its engagement with the District Ed Stull, Managing Director in our Orlando office with more than 30 years of experience serving issuers in the State of Florida, will serve as Engagement Manager Matt Lalla, Director in our Fort Lauderdale office with more than 31 years industry and government experience and Joel Tindal, Director in the Orlando office with more than 11 years of experience in public finance will serve as Co-Project Managers for our engagement with Page Hilltop Securities Inc All rights reserved Member FINRA/SIPC/NYSE Page 20

23 the District The FirstSouthwest team offers extensive experience in providing the services delineated in the scope of services, as well as substantial Florida experience for the benefit of the District By acting as an extension of the District s staff, Messrs Stull, Lalla, and Tindal will coordinate the efforts of FirstSouthwest s analytical and specialized staff while communicating our efforts to the District The organizational table below illustrates the entire Engagement Team Please see Appendix B attached hereto for full resumes Matthew Lalla Director Fort Lauderdale Office 31 Years Industry & Local Government Experience 10 Months with HilltopSecurities Lindsay Evans Vice President Dallas Office 9 Years Industry Experience 8 Years with HilltopSecurities Proposed Engagement Team Engagement Manager Edward Stull Managing Director Orlando Office 30 Years Industry Experience 15 Years with HilltopSecurities Co- Project Managers Project Support Mark Galvin Director Orlando Office 34 Years Industry Experience 13 Years with HilltopSecurities Quantitative/Analytical Support Joel Tindal Director Orlando Office 11 Years Industry Experience 11 Years with HilltopSecurities Angela Singleton Assistant Vice President Orlando Office 20 Years Industry & Local Government Experience 1 Year with HilltopSecurities Investment Management Rating Agency Support Scott McIntyre Susan Kendall Managing Director Director Austin Office Boston Office 30 Years Industry Experience 34 Years Industry Experience 18 Years with HilltopSecurities 4 Years with HilltopSecurities Fixed Rate Underwriting Support (Long-Term) Pete Stare Mark McGruder Managing Director Managing Director Dallas Office Dallas Office 41 Years Industry Experience 28 Years Industry Experience 20 Years with HilltopSecurities 13 Years with HilltopSecurities Village Walk of Bonita Springs Community Development District Advantages of a Local Presence With our South Florida and Orlando offices, HilltopSecurities presence in the State of Florida provides distinct advantages to the District Benefits of a local presence include: Commitment of local support to the District, offering readily available resources In-depth knowledge of Florida issuers, providing expertise that rivals that of any other firm Our experience is constantly being built upon by participating in a multitude of public finance engagements for state, county, city and special districtlevel issuers within Florida, providing invaluable experience that will aid and benefit the District when securing funding Approach to Scope of Services Based on our extensive and varied experience with public entities, FirstSouthwest provides a full-service approach to providing financial advisory services that ensures every aspect of an issuer s needs is addressed The driving force behind our long history of success, our approach combines all of the firm s public finance capabilities and also utilizes as needed representatives of our other specialty groups FirstSouthwest will customize an approach and a scope of service for the District, and utilize our extensive expertise and experience to assist the District with the issuance of debt, credit and rating strategies, escrow structuring and procurement, investment agreement procurement, swap/derivative products, and numerous ongoing support services In addition, we will readily accommodate needs not mentioned in the Request for Proposal, and because of the experience and competence of our professionals assure timely and responsive service during the process of preparing for and completing any transaction The following chart summarizes steps within our approach: Page Hilltop Securities Inc All rights reserved Member FINRA/SIPC/NYSE Page 21

24 Village Walk of Bonita Springs Community Development District Phase 1: Develop Financing Program For the planning and structuring of tax-exempt financings, FirstSouthwest will incorporate the implications of arbitrage rebate, debt and investment policies, marketing, technical considerations, and legislative considerations that may impact a new borrowing initiative Furthermore, our financing strategies factor in the implications of relevant financial issues, both current and potential, ensuring clients that the relevant aspects of a transaction will be considered before terms are finalized In order to determine available borrowing capacity, we will evaluate the existing debt structure and financial resources of the District FirstSouthwest will analyze the projected sources of revenue that may be pledged to secure payment of debt service, and we will assist in determining the cash flows that are legally available to pay principal and interest as well as the optimal revenue pledge in terms of the overall credit rating of the District and the marketability of the issue FirstSouthwest will devise and recommend a plan for financing through monitoring and controlling the costs of fees and expenses incurred, a maturity schedule, and other terms and conditions requested by the District If a decision is made to have the proposed refunding of the Series 2007 Bonds completed through a negotiated bond sale, below is a brief overview of our approach: Pre-selected syndicate negotiates the rates and terms with the financial advisor Pricing occurs 1 to 3 days prior to the sale date Size and structure can be finalized at pricing Underwriting spreads may be smaller since there is less uncertainty involved in the process FirstSouthwest s role is to assist the client in executing the transaction with the lowest all-in cost On a negotiated transaction, we would serve as pricing representative for the client All pricings are negotiated by our underwriting and trading desk We feel that it is of utmost importance that an issuer be represented by a broker/dealer on a negotiated transaction An independent firm simply has no way of understanding the market without the assistance of a registered broker/dealer Should a bank loan structure be utilized for the financing, FirstSouthwest would assist in the preparation of a request for bank loan proposals, assist in answering any questions, prepare a comprehensive analysis of the proposals, and make a recommendation to the District Upon completion of Phase 1, the District and FirstSouthwest will have designed a financing strategy that facilitates the success of the future financing initiative Phase 2: Set Financing Terms FirstSouthwest will perform analyses to determine the timing of the offering, appropriate size of the bond issue, and structure of each financing In addition, we will evaluate the cost effectiveness of various financing Page Hilltop Securities Inc All rights reserved Member FINRA/SIPC/NYSE Page 22

25 Village Walk of Bonita Springs Community Development District alternatives to recommend the structure that achieves the highest possible credit rating within the constraints of the District We have the technical capability and experience required to assess virtually every type of financial structure contemplated by a government issuer, and we offer a distinctly different approach to providing technical services through the utilization of a senior level quantitative group Therefore, we are able to run scenarios that quantify the benefits and costs of various structuring considerations, such as: fixed versus variable rate debt, credit enhancement, optimal call dates and prices, desired maturity dates, premium versus discount bonds, and serial versus term bonds FirstSouthwest will prepare cash flow forecasts that will enable the District to evaluate the annual debt service requirements associated with alternative financing structures For the most common types of design analysis, FirstSouthwest will: Provide refunding analysis, which can be used to illustrate savings on a gross basis or a present value basis of refundings Provide sensitivity to interest rate movement and maturity-by-maturity analysis Produce cash flow models with the flexibility to calculate bond capacities based on debt service installments; utilize forecasted revenues, expenditures and growth factors; model construction drawdowns and interest earnings; and project tax rates and user charges Size a financing including allowance for capitalized interest, construction costs, escrow requirements, insurance costs, interest earnings, issuance costs and reserve funds Structure a payment amortization to a tailored schedule based on projected revenue and expenditure constraints Defease outstanding debt utilizing state-of-the-art software that structures an optimal escrow fund; structure new debt on a level, front-end or tail-end savings basis; Calculate the issue price to the public and, using this price, calculate the arbitrage yield as defined by the Tax Reform Act of 1986 Calculate true interest cost and provide present value schedules for use in evaluating bids or modeling present values of cash flow projections Devise debt capacity models that can be used to detail the issuer s existing debt service requirements; forecast proposed debt service requirements; and project the impact of the proposed requirements on financial ratios Develop debt service schedules accommodating serial and term bonds, discount and premium bonds, and zero coupon bonds, including premium capital appreciation bonds, as well as variable rate and synthetic fixed rate debt We offer a distinctly different approach to providing technical services from our competitors Often investment banking firms use the technical area as a training ground for new bankers; however, we believe that structuring a bond transaction requires the implementation of innovative financing techniques by experienced professionals The team of professionals carefully selected to work with the District has the ideal combination of expertise, skill, and creativity to address and achieve future financing needs of the District Phase 3: Coordinate Related Service Providers FirstSouthwest will assist with the evaluation of proposals from financial printers, paying agents/registrars, and trustees We will participate in document preparation and assist bond and disclosure counsel in the coordination of the offering, prepare information as necessary for the rating agencies and will help the District maintain ongoing relationships with credit rating agencies We will disclose all fees, define all relationships, and meet the District s needs by facilitating excellent working relationships with the District s other service providers We serve as financial advisor for hundreds of transactions per year Our professionals work daily with bond attorneys, financial advisors, consulting engineers, and underwriters Because we often commit our own capital for the benefit of our clients, we understand the role of underwriters Our underwriting capability enables us to negotiate as equals with underwriters during the structuring, marketing, and pricing phases of a transaction Furthermore, we have a long history of working with minority and female-owned firms involved in all facets of the investment banking industry For these reasons, our firm is well equipped to provide recommendations on the composition of the financing team Page Hilltop Securities Inc All rights reserved Member FINRA/SIPC/NYSE Page 23

26 Village Walk of Bonita Springs Community Development District Phase 4: Coordinate Rating & Credit Enhancement Process For the period from January 1, 2012 through December 31, 2016, FirstSouthwest served as financial advisor on 5,183 bond and note issues totaling $18197 billion nationwide (Ipreo MuniAnalytics) Of these, 4,370 were rated by at least one of the major agencies As part of each rated transaction, our bankers interact closely with the rating agencies throughout the transaction This experience has led our firm to develop detailed rating strategies for our clients As a result of our experience, FirstSouthwest has unparalleled relationships with Moody s Investors Service, Standard & Poor s, Fitch, and Kroll This continual hands-on exposure to all aspects of the rating process affords the District a major advantage: an in-depth understanding of the rating agencies typical concerns regarding various credits We will closely guide the District through the presentation process in order to help the District achieve its ratings goals In addition, FirstSouthwest has a thorough knowledge of liquidity facilities and relationships with providers of third party credit enhancement and commercial banks We regularly explore bond insurance, letters of credit, and alternative financing mechanisms in order to lower the interest and issuance costs of our clients To evaluate the credit worthiness of our clients bonds and the cost effectiveness of municipal bond insurance, we maintain contact, nearly daily, with the remaining bond insurance companies We also maintain close contact with domestic and foreign banks and other companies that provide letters of credit, surety bonds, and other credit products Phase 5: Prepare Documentation FirstSouthwest will coordinate closing details and postclosing duties, including the development of a closing memorandum and the final preparation of documents necessary for financing current and future projects Our participation ensures the creation of documents that will provide credit strength and operating flexibility to the District, security to the investor, and marketability for the underwriter Additionally, we will assist with the preparation of an Official Statement and other disclosure documents that describe all terms and conditions of the transaction Phase 6: Conduct Marketing and Sale of Debt FirstSouthwest will take the steps necessary to obtain the broadest possible participation in bidding We ensure that investors and underwriters understand the District s credit and the mechanics of the sale, evaluating such to determine the most beneficial financing structure For a negotiated sale, we will represent the District in all areas of pricing and sale We will assist with the negotiation of covenants, coupons, expenses, takedowns, and yields to ensure that the District s bonds are sold at market rates Our professionals will conduct pre-pricing calls with the District and the underwriters, set marketing priorities, monitor all orders, and balance requests for re-pricing FirstSouthwest s constant evaluation of alternatives to re-marketing and the implementation of those alternatives, when appropriate, will be highly beneficial to the District We will recommend approval of final pricing only after our underwriting desk has assured the District that the borrowing has achieved a fair cost of capital for the sale date, based on to-the-minute market conditions for that type of security Phase 7: Ongoing Services Maintain Continual Client Relations As part of FirstSouthwest s comprehensive service, we will offer assistance to the District by: Commenting on the credit implications of local actions and events Developing debt management policies Evaluating financing alternatives Participating in long-range strategic planning for capital improvements and debt structure Developing financial models to analyze the full range of debt funding alternatives Evaluating the appropriateness and benefit of derivative products Identifying cost savings or debt service restructuring opportunities Providing an ongoing link between such parties as underwriters, bankers, insurers, investors, regulators, trade groups, and other issuers Monitor Legislative and Regulatory Changes FirstSouthwest will monitor legislative, economic, budgetary and regulatory changes as they relate to the District and advise as to relevant and beneficial action Page Hilltop Securities Inc All rights reserved Member FINRA/SIPC/NYSE Page 24

27 Village Walk of Bonita Springs Community Development District and participation Additionally, we will comment on the credit implications of local actions and events, develop debt management policies, evaluate financing alternatives, and evaluate the appropriateness and benefit of derivative products and services Structured Products Expertise In addition to the previously outlined services, the Structured Products division of HilltopSecurities offers specialized advisory services designed specifically to help public sector clients implement risk management plans in connection with the use of investment management, debt management, and commodity price risk management products We can provide assistance with the following structured municipal products: Swaps, caps, floors, options and rate locks Repurchase agreements Structured certificates of deposit Guaranteed investment contracts Forward purchase agreements Escrow structuring Portfolio Structuring Commodity Hedging (including fuel) Our Structured Products diivsion provides online surveillance services that give clients the tools necessary to monitor counterparty exposure limits, collateral posting requirements, cash flow and payment events, and trade valuation as required under certain GASB and/or FASB accounting standards Our surveillance services include access to a suite of sophisticated tools and insights including the FairValue AdvisorSM, our online fair market valuation toolset Analytical and Technology Capabilities Technological Resources FirstSouthwest s approach to providing financial advisory services centers on detailed analysis and continuous technical support during the planning process and throughout each transaction, often before an underwriter is selected We develop detailed financial models to help quantify the benefits and risks of any proposed financing We want our clients to have total confidence in the final transaction structure and to be assured that all options are analyzed thoroughly We believe that our advanced analytical and modeling capabilities will enable the District to do more with less The software packages FirstSouthwest utilizes include DBC Finance, MUNEX Advanced Decision Support Software for Public Finance and Financial Management Systems, Micro-Muni Debt Refund and Sizing, and Microsoft Office Occasionally, specific software is built on a contract basis for clients should the complexities of transactions exceed the capabilities of the standard software packages FirstSouthwest maintains proprietary models for the evaluation of derivative structures and investments In addition to the software that directly supports the public finance effort, we subscribe to Bloomberg, Reuters, Dalnet, Ipreo MuniAnalytics, and Thomson Reuters FirstSouthwest s IT department maintains state-of-art computer hardware, software, and intra and internet based networking capability We also maintain commercial business software used by our clients so as to minimize any problems with exchanging information It allows FirstSouthwest personnel to accept information from clients that can be included in presentations and offering documents directly Representative Analytical Capabilities Production of cash flow models with the flexibility to calculate bond capacities Complex capital planning models that integrate revenue forecasts, capital improvement programs, and various financing structures Size a financing including allowance for capitalized interest, construction costs, escrow requirements, insurance costs, interest earnings, issuance costs and reserve funds Defeasance of outstanding debt utilizing a state of the art advance refunding software system that will structure an optimal escrow fund Customized software solution, which we utilize to identify, monitor and track all debt issues and identify potential refundings that can benefit our clients Calculate detailed tax statistics and allocations based using guidance from tax counsel for complex transactions Bank financing comparisons to traditional capital market financings Option Adjusted Spread (OAS) analysis providing the value of the embedded option for call feature of a particular bond or series Derivative structures including swaps, collars, caps, floors, equity derivatives, and fuel hedges Page Hilltop Securities Inc All rights reserved Member FINRA/SIPC/NYSE Page 25

28 Village Walk of Bonita Springs Community Development District Refunding Summary We understand that the District will be contemplating the issuance of refunding bonds related to the Series 2007 bonds Below we provide a preliminary refunding analysis, based on estimated market rates as of February 3, 2017, for the District s outstanding Capital Improvement Revenue Bonds, Series 2007, through the use of a publicly offered bond issue With a final maturity of 2038, the refunding of the Series 2007 bonds is generally outside of the financing period most banks are comfortable with, but this would be reconfirmed prior to moving forward with a bond issue Based on estimated market conditions of February 3, 2017, our analysis indicates that a refunding of the Series 2007 Capital Improvement Revenue Bonds in the par amount of $8,435,000 would generate net present value debt service savings of approximately $651,648 or 790% of the refunded bonds An increase or decrease of 25 basis points from the estimated interest rates of February 3, 2017 would have a fairly sizable impact on the savings from this proposed refunding An increase of 25 basis points would decrease the net present value debt service savings by approximately $204,600 or 314%, while a decrease in interest rates of 25 basis points would increase net present value debt service savings by approximately $211,400 or 324% Please see Appendix A for a more complete analysis of the refunding of the Series 2007 Capital Improvement Revenue Bonds Approach to Rating Agencies Although many community development district financings in Florida are sold on an unrated basis, should the District s specific characteristics and financing lend themselves to a rated transaction, FirstSouthwest has significant experience with rating agencies which will benefit the District if this financing approach is utilized To prepare for the rating process, we can evaluate rating factors such as the District s characteristics (relative size, taxpayer concentrations, delinquencies), leverage and coverage ratios, and the socioeconomic profile of the District in order to anticipate the likely outcome of the rating process Experience For the period from January 1, 2012 through December 31, 2016, FirstSouthwest served as financial advisor on 5,183 bond and note issues totaling $18197 billion nationwide (Ipreo MuniAnalytics) Of these, 4,370 were rated by at least one of the major agencies, meaning that our firm averages approximately 17 rated transactions per week Reflecting the importance FirstSouthwest places on assisting clients in their interactions with rating agencies, FirstSouthwest employs two former rating agency analysts Credit Analytics FirstSouthwest is a licensed user of Municipal Financial Ratio Analysis (MFRA), which is Moody s Municipal Finance Data and Analytics system By way of the MFRA system, we gain access to Moody s comprehensive database of standardized and comparable financial data and operating credit statistics In addition, FirstSouthwest has developed in-house models to simulate potential ratings for issuers based upon published rating agency criteria and scorecards This capability provides us valuable insight, and further allows us to anticipate strengths and weaknesses in the planning of a new financing In September of 2016, Moody s Investors Service published its rating methodology for Special Assessment/Special Property Tax Debt that replaced its 2008 methodolgy related to analyzing land secured debt financings Within the new methodology, Moody s included a scorecard outlining key credit factors in evaluating the credit rating for a particular financing While the scorecard does not include all factors that may be considered by the rating agency in determining a particular credit rating, it does provide general guidance on key credit factors and weighting used as part of the credit evaluation Below is a summary of the key factors and relative weightings within Moody s methodology District Characteristics (45%) o Size (Number of Parcels/Units) 20% o Taxpayer Concentration 20% o Tax Delinquencies 10% Leverage and Coverage (40%) o Debt Service Coverage 25% Page Hilltop Securities Inc All rights reserved Member FINRA/SIPC/NYSE Page 26

29 Village Walk of Bonita Springs Community Development District o Leverage (Value to Lien) 15% Socioeconomic Profile (15%) o Unemployment 10% o Income Level 5% As previously mentioned, FirstSouthwest assists our clients in simulating potential ratings for specific financings based upon published rating criteria Independent Pricing Information As a significant participant in the municipal market, FirstSouthwest will represent the District in all areas of bond pricing and sale In addition to our extensive capital markets support throughout the negotiated sale process, FirstSouthwest routinely provides our clients with pre- and post-sale analyses This includes market information and news, economic data, and comparables that are used for benchmarking purposes In our role as financial advisor, the firm s capital markets group routinely provides recommendations regarding the following matters based on its active market involvement and extensive institutional investor relationships: Structure Call options and premiums Yields Coupons Placement of Term Bonds and pricing Serial Bonds and Pricing Capital Appreciation Bonds and pricing Cost effectiveness of insurance Credit aspects Underwriters takedown and spread Syndicate rules Allocation of bonds In short, our capital markets capabilities and expertise provide an enormous advantage to the District and differentiate FirstSouthwest from independent advisory firms, which do not have principal market involvement and capabilities Although the District may only require some of these services that can be provided by the firm during bond pricing, the expertise of all the professionals in these auxiliary areas is shared with the public finance professionals and utilized when specific questions arise Because HilltopSecurities is a registered broker-dealer and underwriter of new issue municipal securities, we are uniquely qualified among financial advisory firms to monitor existing transactions, provide timely market developments, recommend appropriate structures, and provide advice on the timing of offerings for our financial advisor clients Importantly however, the firm will not underwrite any of the District s securities while serving as financial advisor In many ways, our financial advisory clients have the advantage of drawing upon the advice and recommendations of not only their own underwriters, but also the underwriters on HilltopSecurities desks, as the 30+ year professionals spend approximately 70% of their time assisting FirstSouthwest s financial advisory clients Our underwriting professionals work in partnership with our financial advisory professionals from the beginning preliminary structuring, updating with current scales and coupon ideas, call features, to priority of order decisions and final allocations of the senior managing underwriter They understand all facets of the underwriting process, from how to capture the largest retail sales percentage to working with the most difficult institutional orders This unparalleled expertise has provided our financial advisory clients superior services compared to independent financial advisors that do not employ these professionals We strongly believe that this approach distinguishes our services from our competitors, but most importantly, it provides a higher quality service to our clients and allows them to achieve the lowest possible cost of borrowing The District can be confident that when the time arrives to price its issue, our professional capital markets staff will assist over every detail of the transaction and obtain the most value for the securities the market will allow Page Hilltop Securities Inc All rights reserved Member FINRA/SIPC/NYSE Page 27

30 Village Walk of Bonita Springs Community Development District Extensive Resources All areas of our firm will support our Finance Team as necessary when providing financial advisory services to the District As a leading advisor to state and local issuers nationwide, FirstSouthwest has responded to today s increasingly complex public finance landscape by raising the bar on the services, resources, and experience our firm offers In fact, FirstSouthwest is the most well-equipped and resourceful investment banking firm in the nation FirstSouthwest possesses the experience, expertise and resources to provide Arbitrage Rebate services, Continuing Disclosure services, Asset Management services and Structured Products services in-house No other firm is able to provide all of these services inhouse While we recognize that the District may not require the full array of services offered by our firm, these resources will be available if desired by the District The following table summarizes the volume of our participation providing these select services Type of Service Arbitrage Rebate Calculation Services Continuing Disclosure Services Volume of Participation As of December 31, 2016, provides calculations to approximately 420 clients on more than 2,936 bond issues, totaling $167 billion par amount As of December 31, 2016, assists over 800 state and local government clients in meeting their continuing disclosure obligations and to comply with SEC Rule 15c2-12 Type of Service Investment Management Structured Products Underwriting Pension and OPEB Consulting Volume of Participation As of December 31, 2016, actively manages $1091 billion for 44 state and local governments; also serves as the investment advisor for an additional $582 billion, a total of $1673 billion For the five year period ending December 31, 2016, the firm has served as swap advisor on 234 transactions totaling over $10 billion in notional amount Additionally, the firm has served as the bidding agent for 633 transactions totaling over $418 billion in notional amount During the five-year period ending December 31, 2016, served as senior or co-managing underwriter on approximately 2,207 transactions totaling over $182 billion par amount (Source: Ipreo MuniAnalytics) Members of the firm have reviewed over 2,000 pension and OPEB actuarial studies and related CAFRs Our firm has worked with independent actuaries to review pension studies, including TMRS members In some cases, there were material changes Sources: **Internal Database unless otherwise specified In summary, FirstSouthwest is a diversified firm focused on one mission: to provide superior financial advisory and related services to public entities in Florida and nationwide FirstSouthwest is a leading financial advisor both nationally and in the State of Florida Our wealth of experience in servicing clients throughout Florida, and our expertise and national resources will completely provide the scope of financial advisory services that the District seeks Fees and Expenses FirstSouthwest proposes a flat fee of $6,500 for professional services rendered in conjunction with a publicly offered bond issue FirstSouthwest proposes a flat fee of $5,000 for professional services rendered in conjunction with a private placement bank loan For refunding transactions, there will be an additional fee for subscription of State and Local Government Securities Page Hilltop Securities Inc All rights reserved Member FINRA/SIPC/NYSE Page 28

31 (of $2,500) and/or open market securities (to be determined) In addition to our professional fees, the District will be responsible for reimbursement of out-of-pockets expenses such as telephone, mailing, faxing, duplicating charges, overnight mail, parking, travel, and other outof-pocket expenses Such expenses will be limited to $1,200 per transaction, unless otherwise approved, in advance and in writing, by the District for extraordinary circumstances Payment for travel expenses shall be paid by the District after submission of an invoice with supporting documentation and shall adhere to the District s travel policies and Section of the Florida Statutes for travel expenses Registrations with Applicable Government Agencies Please see Appendix C for the firm s MSRB Form A-12 and SunBiz Corporate Registration with the State of Florida Village Walk of Bonita Springs Community Development District Page Hilltop Securities Inc All rights reserved Member FINRA/SIPC/NYSE Page 29

32 Village Walk of Bonita Springs Community Development District Appendix A Summary of Refunding Analysis for the Series 2007 Bonds Appendix A 2017 Hilltop Securities Inc All rights reserved Member FINRA/SIPC/NYSE Page 30

33 Feb 3, :35 am Prepared by Hilltop Securities Inc (LSE) (Finance 7017 Matt - RFP:VILLAGE-17RF_3,17RF_3) TABLE OF CONTENTS Villagewalk of Bonita Springs Community Development District Capital Improvement Refunding Revenue Bonds, Series 2017 Refunded Bonds: Series 2007 Scale: BQ A- Current Market Rates as of 2/03/17 Preliminary/ Subject to Change Report Page Sources and Uses of Funds 1 Savings 2 Summary of Refunding Results 3 Bond Pricing 4 Call Provisions 5 Bond Summary Statistics 6 Underwriter's Discount 7 Bond Debt Service 8 Summary of Bonds Refunded 10 Prior Bond Debt Service 11 Escrow Requirements 12 Escrow Cost Detail 13 Escrow Sufficiency 14 Escrow Statistics 15 Formula Verification 16 Page 31

34 SOURCES AND USES OF FUNDS Villagewalk of Bonita Springs Community Development District Capital Improvement Refunding Revenue Bonds, Series 2017 Refunded Bonds: Series 2007 Scale: BQ A- Current Market Rates as of 2/03/17 Preliminary/ Subject to Change Dated Date 05/01/2017 Delivery Date 05/01/2017 Sources: Bond Proceeds: Par Amount 8,435,00000 Net Original Issue Discount (87,75020) 8,347,24980 Other Sources of Funds: Prior Reserve Fund (OS Balance) 322, ,669,68980 Uses: Refunding Escrow Deposits: Cash Deposit 8,250,00000 Other Fund Deposits: Debt Service Reserve Fund 277,10493 Delivery Date Expenses: Cost of Issuance 100,00000 Underwriter's Discount 42, ,17500 Other Uses of Funds: Additional Proceeds ,669,68980 Feb 3, :35 am Prepared by Hilltop Securities Inc (LSE) (Finance 7017 Matt - RFP:VILLAGE-17RF_3,17RF_3) Page 1 Page 32

35 SAVINGS Villagewalk of Bonita Springs Community Development District Capital Improvement Refunding Revenue Bonds, Series 2017 Refunded Bonds: Series 2007 Scale: BQ A- Current Market Rates as of 2/03/17 Preliminary/ Subject to Change Present Value Prior Refunding to 05/01/2017 Date Debt Service Debt Service % 05/01/ , , , , /01/ , , , , /01/ , , , , /01/ , , , , /01/ , , , , /01/ , , , , /01/ , , , , /01/ , , , , /01/ , , , , /01/ , , , , /01/ , , , , /01/ , , , , /01/ , , , , /01/ , , , , /01/ , , , , /01/ , , , , /01/ , , , , /01/ , , , , /01/ , , , , /01/ , , , , /01/ , , , , ,707, ,644, ,063, ,57364 Savings Summary Dated Date 05/01/2017 Delivery Date 05/01/2017 PV of savings from cash flow 696,57364 Less: Prior funds on hand (322,44000) Plus: Refunding funds on hand 277,51480 Net PV Savings 651,64844 Feb 3, :35 am Prepared by Hilltop Securities Inc (LSE) (Finance 7017 Matt - RFP:VILLAGE-17RF_3,17RF_3) Page 2 Page 33

36 SUMMARY OF REFUNDING RESULTS Villagewalk of Bonita Springs Community Development District Capital Improvement Refunding Revenue Bonds, Series 2017 Refunded Bonds: Series 2007 Scale: BQ A- Current Market Rates as of 2/03/17 Preliminary/ Subject to Change Dated Date 05/01/2017 Delivery Date 05/01/2017 Arbitrage yield % Escrow yield % Value of Negative Arbitrage Bond Par Amount 8,435,00000 True Interest Cost % Net Interest Cost % All-In TIC % Average Coupon % Average Life Par amount of refunded bonds 8,250,00000 Average coupon of refunded bonds % Average life of refunded bonds PV of prior debt to % 8,901,64844 Net PV Savings 651,64844 Percentage savings of refunded bonds % Feb 3, :35 am Prepared by Hilltop Securities Inc (LSE) (Finance 7017 Matt - RFP:VILLAGE-17RF_3,17RF_3) Page 3 Page 34

37 BOND PRICING Villagewalk of Bonita Springs Community Development District Capital Improvement Refunding Revenue Bonds, Series 2017 Refunded Bonds: Series 2007 Scale: BQ A- Current Market Rates as of 2/03/17 Preliminary/ Subject to Change Maturity Premium Bond Component Date Amount Rate Yield Price (-Discount) Serial Bonds: Term Bond Due 2029: Term Bond Due 2031: Term Bond Due 2033: Term Bond Due 2035: Term Bond Due 2038: 05/01/ , % 1750% /01/ , % 2100% (56550) 05/01/ , % 2400% (3,45600) 05/01/ , % 2700% , /01/ , % 3000% /01/ , % 3200% (3,52300) 05/01/ , % 3400% (8,28790) 05/01/ , % 3600% (14,27955) 05/01/ , % 3750% (6,82200) 05/01/ , % 3850% (6,85610) 3,235,000 (39,63015) 05/01/ , % 4000% (4,49540) 05/01/ , % 4000% (4,73200) 780,000 (9,22740) 05/01/ , % 4150% (6,56115) 05/01/ , % 4150% (6,79830) 845,000 (13,35945) 05/01/ , % 4250% (6,48450) 05/01/ , % 4250% (6,77270) 920,000 (13,25720) 05/01/ , % 4350% (6,01400) 05/01/ , % 4350% (6,26200) 990,000 (12,27600) 05/01/ , % 4500% /01/ , % 4500% /01/ , % 4500% ,665,000 8,435,000 (87,75020) Dated Date 05/01/2017 Delivery Date 05/01/2017 First Coupon 11/01/2017 Par Amount 8,435,00000 Original Issue Discount (87,75020) Production 8,347, % Underwriter's Discount (42,17500) ( %) Purchase Price 8,305, % Accrued Interest Net Proceeds 8,305,07480 Feb 3, :35 am Prepared by Hilltop Securities Inc (LSE) (Finance 7017 Matt - RFP:VILLAGE-17RF_3,17RF_3) Page 4 Page 35

38 CALL PROVISIONS Villagewalk of Bonita Springs Community Development District Capital Improvement Refunding Revenue Bonds, Series 2017 Refunded Bonds: Series 2007 Scale: BQ A- Current Market Rates as of 2/03/17 Preliminary/ Subject to Change Call Table: CALL Call Date Call Price 05/01/ Call Provisions Setup Call Callable Bond Component Table Dates Serial Bonds CALL Any Date Term Bond Due 2029 CALL Any Date Term Bond Due 2031 CALL Any Date Term Bond Due 2033 CALL Any Date Term Bond Due 2035 CALL Any Date Term Bond Due 2038 CALL Any Date Feb 3, :35 am Prepared by Hilltop Securities Inc (LSE) (Finance 7017 Matt - RFP:VILLAGE-17RF_3,17RF_3) Page 5 Page 36

39 BOND SUMMARY STATISTICS Villagewalk of Bonita Springs Community Development District Capital Improvement Refunding Revenue Bonds, Series 2017 Refunded Bonds: Series 2007 Scale: BQ A- Current Market Rates as of 2/03/17 Preliminary/ Subject to Change Dated Date 05/01/2017 Delivery Date 05/01/2017 First Coupon 11/01/2017 Last Maturity 05/01/2038 Arbitrage Yield % True Interest Cost (TIC) % Net Interest Cost (NIC) % All-In TIC % Average Coupon % Average Life (years) Duration of Issue (years) 9423 Par Amount 8,435,00000 Bond Proceeds 8,347,24980 Total Interest 4,209,12500 Net Interest 4,339,05020 Bond Years from Dated Date 103,910,00000 Bond Years from Delivery Date 103,910,00000 Total Debt Service 12,644,12500 Maximum Annual Debt Service 606,38750 Average Annual Debt Service 602,10119 Underwriter's Fees (per $1000) Average Takedown Other Fee Total Underwriter's Discount Bid Price Par Average Average PV of 1 bp Bond Component Value Price Coupon Life change Serial Bonds 3,235, % ,61935 Term Bond Due , % Term Bond Due , % Term Bond Due , % ,04880 Term Bond Due , % ,21770 Term Bond Due ,665, % , ,435, ,73780 All-In Arbitrage TIC TIC Yield Par Value 8,435, ,435, ,435, Accrued Interest +Premium(Discount) (87,75020) (87,75020) (87,75020) - Underwriter's Discount (42,17500) (42,17500) - Cost of Issuance Expense (100,00000) -OtherAmounts Target Value 8,305, ,205, ,347,24980 Target Date 05/01/ /01/ /01/2017 Yield % % % Feb 3, :35 am Prepared by Hilltop Securities Inc (LSE) (Finance 7017 Matt - RFP:VILLAGE-17RF_3,17RF_3) Page 6 Page 37

40 UNDERWRITER'S DISCOUNT Villagewalk of Bonita Springs Community Development District Capital Improvement Refunding Revenue Bonds, Series 2017 Refunded Bonds: Series 2007 Scale: BQ A- Current Market Rates as of 2/03/17 Preliminary/ Subject to Change Underwriter's Discount $/1000 Amount Other Underwriter's Discount , ,17500 Feb 3, :35 am Prepared by Hilltop Securities Inc (LSE) (Finance 7017 Matt - RFP:VILLAGE-17RF_3,17RF_3) Page 7 Page 38

41 BOND DEBT SERVICE Villagewalk of Bonita Springs Community Development District Capital Improvement Refunding Revenue Bonds, Series 2017 Refunded Bonds: Series 2007 Scale: BQ A- Current Market Rates as of 2/03/17 Preliminary/ Subject to Change Period Annual Ending Principal Coupon Interest Debt Service Debt Service 11/01/ , , /01/ , % 155, , , /01/ , , /01/ , % 152, , , /01/ , , /01/ , % 149, , , /01/ , , /01/ , % 146, , , /01/ , , /01/ , % 142, , , /01/ , , /01/ , % 137, , , /01/ , , /01/ , % 132, , , /01/ , , /01/ , % 127, , , /01/ , , /01/ , % 122, , , /01/ , , /01/ , % 116, , , /01/ , , /01/ , % 109, , , /01/ , , /01/ , % 102, , , /01/ , , /01/ , % 94, , , /01/ , , /01/ , % 86, , , /01/ , , /01/ , % 77, , , /01/ , , /01/ , % 68, , , /01/ , , /01/ , % 58, , , /01/ , , /01/ , % 48, , , /01/ , , /01/ , % 37, , , /01/ , , /01/ , % 25, , , /01/ , , /01/ , % 13, , , ,435,000 4,209, ,644, ,644,12500 Feb 3, :35 am Prepared by Hilltop Securities Inc (LSE) (Finance 7017 Matt - RFP:VILLAGE-17RF_3,17RF_3) Page 8 Page 39

42 BOND DEBT SERVICE Villagewalk of Bonita Springs Community Development District Capital Improvement Refunding Revenue Bonds, Series 2017 Refunded Bonds: Series 2007 Scale: BQ A- Current Market Rates as of 2/03/17 Preliminary/ Subject to Change Period Ending Principal Coupon Interest Debt Service 05/01/ , % 311, , /01/ , % 305, , /01/ , % 299, , /01/ , % 293, , /01/ , % 284, , /01/ , % 275, , /01/ , % 265, , /01/ , % 255, , /01/ , % 244, , /01/ , % 232, , /01/ , % 218, , /01/ , % 204, , /01/ , % 188, , /01/ , % 172, , /01/ , % 154, , /01/ , % 136, , /01/ , % 117, , /01/ , % 96, , /01/ , % 74, , /01/ , % 51, , /01/ , % 26, , ,435,000 4,209, ,644,12500 Feb 3, :35 am Prepared by Hilltop Securities Inc (LSE) (Finance 7017 Matt - RFP:VILLAGE-17RF_3,17RF_3) Page 9 Page 40

43 SUMMARY OF BONDS REFUNDED Villagewalk of Bonita Springs Community Development District Capital Improvement Refunding Revenue Bonds, Series 2017 Refunded Bonds: Series 2007 Scale: BQ A- Current Market Rates as of 2/03/17 Preliminary/ Subject to Change Maturity Interest Par Call Call Bond Date Rate Amount Date Price Capital Improvement Revenue Bonds, Series 2007, 2007: BOND 05/01/ % 225, /01/ /01/ % 235, /01/ /01/ % 250, /01/ /01/ % 260, /01/ /01/ % 275, /01/ /01/ % 290, /01/ /01/ % 305, /01/ /01/ % 320, /01/ /01/ % 340, /01/ /01/ % 355, /01/ /01/ % 375, /01/ /01/ % 395, /01/ /01/ % 415, /01/ /01/ % 435, /01/ /01/ % 460, /01/ /01/ % 485, /01/ /01/ % 510, /01/ /01/ % 535, /01/ /01/ % 565, /01/ /01/ % 595, /01/ /01/ % 625, /01/ ,250,00000 Feb 3, :35 am Prepared by Hilltop Securities Inc (LSE) (Finance 7017 Matt - RFP:VILLAGE-17RF_3,17RF_3) Page 10 Page 41

44 PRIOR BOND DEBT SERVICE Villagewalk of Bonita Springs Community Development District Capital Improvement Refunding Revenue Bonds, Series 2017 Refunded Bonds: Series 2007 Scale: BQ A- Current Market Rates as of 2/03/17 Preliminary/ Subject to Change Dated Date 05/01/2017 Delivery Date 05/01/2017 Capital Improvement Revenue Bonds, Series 2007 (2007) Period Ending Principal Coupon Interest Debt Service 05/01/ , % 424, , /01/ , % 413, , /01/ , % 401, , /01/ , % 388, , /01/ , % 374, , /01/ , % 360, , /01/ , % 345, , /01/ , % 330, , /01/ , % 313, , /01/ , % 296, , /01/ , % 277, , /01/ , % 258, , /01/ , % 238, , /01/ , % 216, , /01/ , % 194, , /01/ , % 170, , /01/ , % 145, , /01/ , % 119, , /01/ , % 91, , /01/ , % 62, , /01/ , % 32, , ,250,000 5,457, ,707,71250 Feb 3, :35 am Prepared by Hilltop Securities Inc (LSE) (Finance 7017 Matt - RFP:VILLAGE-17RF_3,17RF_3) Page 11 Page 42

45 ESCROW REQUIREMENTS Villagewalk of Bonita Springs Community Development District Capital Improvement Refunding Revenue Bonds, Series 2017 Refunded Bonds: Series 2007 Scale: BQ A- Current Market Rates as of 2/03/17 Preliminary/ Subject to Change Dated Date 05/01/2017 Delivery Date 05/01/2017 Period Principal Ending Redeemed Total 05/01/2017 8,250, ,250, ,250, ,250,00000 Feb 3, :35 am Prepared by Hilltop Securities Inc (LSE) (Finance 7017 Matt - RFP:VILLAGE-17RF_3,17RF_3) Page 12 Page 43

46 ESCROW COST DETAIL Villagewalk of Bonita Springs Community Development District Capital Improvement Refunding Revenue Bonds, Series 2017 Refunded Bonds: Series 2007 Scale: BQ A- Current Market Rates as of 2/03/17 Preliminary/ Subject to Change Purchase Cost of Cash Total Escrow Date Securities Deposit Escrow Cost RESERVE 05/01/ , ,44000 BP 05/01/2017 7,927, ,927, ,250, ,250,00000 Feb 3, :35 am Prepared by Hilltop Securities Inc (LSE) (Finance 7017 Matt - RFP:VILLAGE-17RF_3,17RF_3) Page 13 Page 44

47 ESCROW SUFFICIENCY Villagewalk of Bonita Springs Community Development District Capital Improvement Refunding Revenue Bonds, Series 2017 Refunded Bonds: Series 2007 Scale: BQ A- Current Market Rates as of 2/03/17 Preliminary/ Subject to Change Escrow Net Escrow Excess Excess Date Requirement Receipts Receipts Balance 05/01/2017 8,250, ,250, ,250, ,250, Feb 3, :35 am Prepared by Hilltop Securities Inc (LSE) (Finance 7017 Matt - RFP:VILLAGE-17RF_3,17RF_3) Page 14 Page 45

48 ESCROW STATISTICS Villagewalk of Bonita Springs Community Development District Capital Improvement Refunding Revenue Bonds, Series 2017 Refunded Bonds: Series 2007 Scale: BQ A- Current Market Rates as of 2/03/17 Preliminary/ Subject to Change Modified Yield to Yield to Perfect Value of Total Duration Receipt Disbursement Escrow Negative Cost of Escrow Escrow Cost (years) Date Date Cost Arbitrage Dead Time RESERVE 322, ,44000 BP 7,927, ,927, ,250, ,250, Delivery date 05/01/2017 Arbitrage yield % Feb 3, :35 am Prepared by Hilltop Securities Inc (LSE) (Finance 7017 Matt - RFP:VILLAGE-17RF_3,17RF_3) Page 15 Page 46

49 FORMULA VERIFICATION Villagewalk of Bonita Springs Community Development District Capital Improvement Refunding Revenue Bonds, Series 2017 Refunded Bonds: Series 2007 Scale: BQ A- Current Market Rates as of 2/03/17 Preliminary/ Subject to Change Component Formula Value DSRF % * Par Amount 277,10493 Feb 3, :35 am Prepared by Hilltop Securities Inc (LSE) (Finance 7017 Matt - RFP:VILLAGE-17RF_3,17RF_3) Page 16 Page 47

50 Village Walk of Bonita Springs Community Development District Appendix B Team Resumes Appendix B 2017 Hilltop Securities Inc All rights reserved Member FINRA/SIPC/NYSE Page 48

51 Village Walk of Bonita Springs Community Development District Resumes Edward D Stull, Jr Managing Director 450 S Orange Avenue, Suite 460 Orlando, Florida Telephone: edstull@hilltopsecuritiescom Areas of Focus Specializes in the areas of counties; cities; water, sewer and stormwater utilities; special assessments; CRAs; transportation and toll financing; and not-for-profit organizations Profile More than 30 years experience in banking and public finance; Joined FirstSouthwest in 2001 Has provided services for issuers such as the Cities of North Port, Venice, Punta Gorda, Oviedo, Fort Lauderdale, Port St Lucie, Palm Bay, North Miami Beach, Bay Harbor Islands, Miami and Fernandina Beach, Florida; the counties of Indian River, Martin, Sarasota, Taylor and Lake; Tampa-Hillsborough County Expressway Authority; New Jersey Turnpike Authority; Rhode Island Turnpike and Bridge Authority; Orlando-Orange County Expressway Authority; Oklahoma Turnpike Authority; New York State Thruway Authority; Illinois State Toll Highway Authority; Buffalo and Fort Erie Public Bridge Authority (Peace Bridge); Miami-Dade County Expressway Authority; and the Florida Ports Financing Commission Prior to joining FirstSouthwest, Ed served as a relationship manager with SunTrust Bank where he specialized in providing direct bank loans, letters of credit, liquidity facilities, investments, cash management and interest rate hedging products to a variety of clients in the governmental and institutional markets Accomplishments Has participated in over $16 billion in municipal and tax-exempt transactions, including bank loans, fixed and variable rate municipal bonds and interest rate swaps In 2003, Ed served as the lead financial advisor on the $107 billion financing for the Orlando-Orange County Expressway Authority, a complex financing that received recognition as The Bond Buyer s Deal of the Year as one of the 10 most innovative deals in the country for 2003 Education Bachelor of Science in Finance, University of Florida Current Affiliations International Bridge, Tunnel and Turnpike Association Past Affiliations Central Orlando Kiwanis Club, past treasurer Licenses Held Registered Representative of the Financial Industry Regulatory Authority (FINRA) o General Securities Representative, Series 7 o Municipal Advisor Representative, Series 50 o Municipal Securities Principal, Series 53 o Uniform Securities Agent, Series 63 o Investment Banking Representative, Series 79 Appendix B Page Hilltop Securities Inc All rights reserved Member FINRA/SIPC/NYSE Page 49

52 Village Walk of Bonita Springs Community Development District Matthew Lalla Director 100 SE 3 rd Avenue, Suite 1107 Fort Lauderdale, Florida Telephone: mattlalla@hilltopsecuritiescom Areas of Focus Public Finance Profile Joined FirstSouthwest in 2016 Has more than 28 years of local government financial management experience with Broward County, Miami-Dade County, and the City of Hollywood Has participated in over $9 billion in municipal transactions as an issuer and financial advisor Broad experience in public finance includes most forms and types of public debt: General Obligation, Water and Sewer, Aviation, Seaport, Solid Waste, Transit, Arenas and Stadiums, Community Redevelopment Agencies, Certificates of Participation, Various Revenue Bonds, Pooled Financings, Refundings, Private Placements, Bank Loans, Variable Rate Debt, Interest Rate Swaps, and Commercial Paper Programs Education Bachelor of Arts in Economics and Policy Studies, Syracuse University Master of Public Administration, Maxwell School, Syracuse University Certifications Certified Public Finance Officer Licenses Held Registered Representative of the Financial Industry Regulatory Authority (FINRA) o Municipal Securities Representative, Series 52 o Uniform Securities Agent, Series 63 Appendix B Page Hilltop Securities Inc All rights reserved Member FINRA/SIPC/NYSE Page 50

53 Village Walk of Bonita Springs Community Development District Joel G Tindal Director 450 S Orange Avenue, Suite 460 Orlando, Florida Telephone: joeltindal@hilltopsecuritiescom Areas of Focus Specializes in public finance Profile Joined First Southwest in 2005 Provides quantitative financial analysis, models proposed financing structures, analyzes credit and cash flow, reviews legal documentation, prepares rating agency presentations, obtains credit enhancement, and contributes to the general processing of financings Has provided services for issuers such as the cities of Fort Lauderdale, Palm Bay, Punta Gorda, South Miami, Venice; the counties of Bay, Charlotte, Escambia, Miami-Dade, Sarasota; the Peace River/Manasota Regional Water Supply Authority, the Florida Ports Financing Commission, Gasparilla Island Bridge Authority, Orlando Orange County Expressway Authority and Tohopekaliga Water Authority Participated in over $6 billion in municipal transactions including fixed and variable rate municipal bonds, loans, and interest rate swaps Education Bachelor of Science in Business Administration majoring in Finance, University of Florida Licenses Held Registered Representative of the Financial Industry Regulatory Authority (FINRA) o General Securities Representative, Series 7 o Municipal Advisor Representative, Series 50 o Uniform Securities Agent, Series 63 o Investment Banking Representative, Series 79 Appendix B Page Hilltop Securities Inc All rights reserved Member FINRA/SIPC/NYSE Page 51

54 Village Walk of Bonita Springs Community Development District Mark P Galvin Director 450 S Orange Avenue, Suite 460 Orlando, Florida Telephone: markgalvin@hilltopsecuritiescom Areas of Focus Specializes in general municipal finance, utilities, higher education and non-for-profits Profile Joined FirstSouthwest in 2002 Has more than 34 years of investment banking and financial advisory experience Has provided services for issuers such as the cities of Deltona, Edgewater, Haines City, Lake Mary, Mascotte, New Smyrna Beach, Ocoee, Orlando, Oviedo, Palm Coast, Sanford, South Daytona, Tavares; the counties of Citrus and Okaloosa; City of Apopka; City of Longwood; University of Central Florida, Florida Community Services Corporation of Walton County, Florida Gas Utility, Florida PACE Funding Agency, Orlando-Orange County Expressway Authority, Pace Water Authority, and Tohopekaliga Water Authority Knowledgeable in all aspects of municipal finance including: utility bonds, certificates of participation, general obligation bonds, higher education and healthcare financings, airport revenue bonds, storm water, and general infrastructure financings Education Bachelor of Science in Business Administration, University of Central Florida Master of Business Administration, University of Central Florida Licenses Held Registered Representative of the Financial Industry Regulatory Authority (FINRA) o General Securities Representative, Series 7 o Municipal Advisor Representative, Series 50 o Municipal Securities Representative, Series 52 o Uniform Securities Agent, Series 63 o Investment Banking Representative, Series 79 Appendix B Page Hilltop Securities Inc All rights reserved Member FINRA/SIPC/NYSE Page 52

55 Village Walk of Bonita Springs Community Development District Lindsay S Evans Vice President 777 Main Street; Suite 1200 Fort Worth, Texas Telephone: lindsayevans@hilltopsecuritiescom Area of Focus Specializes in general municipal finance Profile Joined Hilltop Securities in 2007 Has more than 9 years of experience in the tax-exempt bond market, debt structuring and compliance reporting Ms Evans has hands on experience in working directly with Issuers, attorneys and verification agents Ms Evans is responsible for providing quantitative analytical support through market pricing, tax rate analysis and structuring for the firm s municipal clients and other public bodies Prior to joining Hilltop Securities, Ms Evans worked at Bank of New York Mellon in the Arbitrage Rebate Department While at BNY Mellon, Ms Evans analyzed invested bond proceeds in treasury and agency securities, guarantee investment contracts, repurchase agreements, SLG s variable/fixed rate swap/hedge transactions, collateralized mortgage obligations and various other open market securities Education Bachelor of Science in Business Administration, University of Texas Licenses Held Registered Representative of the Financial Industry Regulatory Authority (FINRA) o Municipal Advisor Representative, Series 50 o Municipal Securities Representative, Series 52 Appendix B Page Hilltop Securities Inc All rights reserved Member FINRA/SIPC/NYSE Page 53

56 Village Walk of Bonita Springs Community Development District Angela C Singleton Assistant Vice President 450 S Orange Avenue, Suite 460 Orlando, Florida Areas of Focus Specializes in public finance Telephone: angelasingleton@hilltopsecuritiescom Profile Joined First Southwest in 2015 Responsible for client, project and analytical support for each engagement Assists with bond sizing, spreadsheet modeling, refunding analyses, rating agency presentations, and documentation review for debt offerings Has more than 13 years of local government experience with Seminole County and Florida Municipal Power Agency providing debt administration and investment of bond proceeds Previously worked for 7 years as an assistant for two financial advisory firms Participated in over $500 million in bond and bank loan transactions while at Seminole County including capital improvement, sales tax, special obligation and water and sewer transactions Education Bachelor of Arts in Economics, Rollins College Master of Business Administration, Florida Metropolitan University Master of Public Administration, University of Central Florida Licenses Held Registered Representative of the Financial Industry Regulatory Authority (FINRA) o Municipal Advisor Representative, Series 50 o Municipal Securities Representative, Series 52 o Uniform Securities Agent, Series 63 Appendix B Page Hilltop Securities Inc All rights reserved Member FINRA/SIPC/NYSE Page 54

57 Village Walk of Bonita Springs Community Development District Scott D McIntyre, CFA Managing Director and Senior Portfolio Manager 300 West Sixth Street, Suite 1940 Austin, TX Telephone: scottmcintyre@hilltopsecuritiescom Areas of Focus Specializes in investment consulting and portfolio management for local governments Profile Joined HilltopSecurities in 1998 as Senior Portfolio Manager Is the primary manager of FSAM s Investment Management Division and oversees the daily operations of the group Develops economic and interest rate outlook Determines appropriate investment policies and strategies for fixed income clients Reviews client revenue and expense cash flows Analyzes investment alternatives and calculates relative value of individual securities Presents various investment options to clients Purchases investment securities on a competitive basis Reviews monthly and quarterly reports Evaluates policy compliance and account performance Past experience includes market and securities analysis, management of the mortgage-backed securities portfolio and active trading of short Treasury positions Education Bachelor of Science in Management, Texas State University Current Affiliations CFA Institute Association for Financial Professionals Austin Society of Financial Analysts Government Treasurers Organization of Texas Licenses and Designations Chartered Financial Analyst (CFA) designation from the CFA Institute Certified Treasury Professional (CTP) designation from the Association for Financial Professionals Registered Representative of the Financial Industry Regulatory Authority (FINRA) o General Securities Principal, Series 24 o General Securities Representative, Series 7 o Uniform Securities Agent, Series 63 o Uniform Investment Adviser, Series 65 Appendix B Page Hilltop Securities Inc All rights reserved Member FINRA/SIPC/NYSE Page 55

58 Village Walk of Bonita Springs Community Development District Susan L Kendall Director 54 Canal Street, Suite 230 Boston, Massachusetts Telephone: SusanKendall@hilltopsecuritiescom Areas of Focus Public Finance Profile Joined FirstSouthwest in 2012 Has more than 22 years of experience in the public finance industry including VP/Senior Analyst and Head of Boston Office at Moody s Investor Services Served previously as the lead analyst for local governments in Massachusetts and Virginia, as well as an analyst for various other East Coast states Served as lead analyst for high profile credits including Massachusetts Water Resources Authority, Boston Water and Sewer, Portland Water, Fairfax Water, Upper Blackstone WPAD, City of Boston, Fairfax County, VA, Central Falls, RI Served as Treasurer and Collector for the Town of Belmont, MA Frequent presenter at industry and government conferences Authored and contributed to many research publications Trained and mentored new analysts; taught analyst training sessions Contributed to Public Finance Group technology enhancement and credit research projects Guest Lecturer at Harvard Kennedy School s Graduate Level State and Public Finance Course Education Master of Public Administration, Harvard Kennedy School Bachelor of Arts, Harvard College Current Affiliations Women in Public Finance, Boston Chapter Co-Founder Boston Municipal Analysts Forum, Past President National Federation of Municipal Analysts, former member, Board of Governors Treasurers Club of Boston Government Finance Officers Association Licenses Held Registered Representative of the Financial Industry Regulatory Authority (FINRA) o Municipal Advisor Representative, Series 50 o General Securities Representative, Series 52 o Uniform Securities Agent, Series 63 Appendix B Page Hilltop Securities Inc All rights reserved Member FINRA/SIPC/NYSE Page 56

59 Village Walk of Bonita Springs Community Development District Peter B Stare Managing Director 1201 Elm Street, Suite 3500 Dallas, Texas Telephone: peterstare@hilltopsecuritiescom Area of Focus Long-Term Underwriting of municipal bonds Profile First joined the firm in 1996 Responsible for the negotiated underwriting efforts of both tax-exempt and taxable municipal issues Has been involved in the securities industry since 1974 in the areas of sales, trading, underwriting, and portfolio management Worked with several regional and nationally recognized firms managing their trading desks, municipal bond departments, and investment divisions Education Bachelor of Business Administration, Southern Methodist University Past Affiliations The Municipal Advisory Council of Texas, board member Municipal Bond Clubs of Dallas and Houston, president Licenses Held Registered Representative of the Financial Industry Regulatory Authority (FINRA) o General Securities Representative, Series 7 o Municipal Advisor Representative, Series 50 o Municipal Securities Principal, Series 53 o Uniform Securities Agent, Series 63 Appendix B Page Hilltop Securities Inc All rights reserved Member FINRA/SIPC/NYSE Page 57

60 Village Walk of Bonita Springs Community Development District Mark A McGruder Managing Director, Head of Underwriting and Syndication 1201 Elm Street, Suite 3500 Dallas, TX Telephone: markmcgruder@hilltopsecuritiescom Areas of Focus Specializes in municipal underwriting Profile Joined the firm in 2003 as a Vice President in the fixed income capital markets department Responsible for competitive and negotiated underwritings Lead-managed deal experience includes taxable and/or tax-exempt financings Involved in the securities industry since 1988 in the area of sales, trading and underwriting Previously responsible for all the fixed income trading for First Southwest clearing correspondents and Short Term completive underwriting along with assisting in the management of remarketing more than $225 billion in variable rate demand securities Involved in the securities industry for more than 28 years in the areas of trading, sales and correspondent clearing Worked with several regional and nationally recognized firms in their municipal and taxable bond trading departments and investment divisions Education Attended the University of Texas Licenses Held Registered Representative of the Financial Industry Regulatory Authority (FINRA) o General Securities Representative, Series 7 o Municipal Securities Representative, Series 52 o Municipal Securities Principal, Series 53 o Uniform Securities Agent, Series 63 o Uniform Investment Advisor, Series 65 Appendix B Page Hilltop Securities Inc All rights reserved Member FINRA/SIPC/NYSE Page 58

61 Village Walk of Bonita Springs Community Development District Appendix C Registration Documents with Applicable Governmental Agencies Appendix C 2017 Hilltop Securities Inc All rights reserved Member FINRA/SIPC/NYSE Page 59

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