HomeMy WebLinkAboutR-4163-7-25 EXHIBIT A
CITY OF ALLEN, TEXAS
AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT made this 8th day of July 2025 by and between the City of Allen, Texas (the
"City"), and TRB Capital Markets, LLC dba Estrada Hinojosa ("EH").
WHEREAS, the City's current financial advisory agreement expired on April 28, 2025; and
WHEREAS, the City staff has recommended EH to provide said services and additional services as
shown within this agreement; and
WHEREAS, the Governing Body of the City has selected EH to provide the financial advisory
services and has authorized the City Manager to execute an agreement with EH;
NOW, THEREFORE, in consideration for the mutual covenants hereinafter set forth, the City of
Allen, Texas, and Estrada Hinojosa agree as follows:
1. SCOPE OF SERVICES TO BE PROVIDED BY ESTRADA HINOJOSA IN REGARD TO
THE ISSUANCE OF DEBT BY THE CITY
A. Planning & Development
(1) Research and advise on aspects of tax exemption and arbitrage in cooperation with the
City Attorney and bond counsel. Assist in obtaining Internal Revenue Service rulings
deemed necessary.
(2) Review preliminary feasibility studies in cooperation with the city, its officials and
administrative staff, attorney, bond attorneys, accountants, architects and engineers, as
requested by the city.
(3) Analyze financing requirements to determine whether the needs of the city are best met
by competitive or negotiated sale of bonds; the issuance of temporary or long-term
bonds or other form of financing.
(4) Analyze the proposed financing including funding alternatives to determine methods
of strengthening marketability and recommend the best method of marketing consistent
with current economic and market conditions, and rating agency criteria.
(5) Consult with established rating agencies with regard to the proposed financing and
assist the City in obtaining the most favorable rating possible by directing the
preparation of appropriate information and by accompanying City representatives in
meeting with rating agencies. Analyze the City's credit with reference to standards,
national trends, etc., and advise on measures to be taken to improve ratings. Consult
with the City on the matter of bonds/obligations ratings for the proposed issue and
direct the preparation of such information as required for submission to the bond rating
agencies. In case it is considered advisable for a personal presentation of information
to the bond rating agencies, the financial advisor will be available to accompany those
representing the City to New York, New York or Dallas, Texas or other locations for
such presentation. All costs of such presentation, including any fees or charges of the
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rating agencies and the cost of travel by the financial advisor shall be at the City's
expense.
(6) Coordinate the work of other professionals providing information in connection with
the proposed financing.
(7) Provide assistance in soliciting proposals and in making recommendations concerning
registration, trustee, and paying agent selection decisions.
(8) Review outstanding debt on a timely basis and, when appropriate, recommend
refinancing.
(9) Assist staff in the preparation of special studies, reports, and other special projects as
requested by the City.
(10) If provided by applicable law, review and make recommendations relating to escrow
accounts to determine if restructuring will be beneficial to the City.
(11) Make a study of the debt structure of the City, the trend of the assessed valuation, its
taxing power and the present and estimated future taxing power and the present and
estimated future taxing requirements. If the revenues of a system or facility are to be
pledged to repayment of the securities in question, the study will take into account any
outstanding obligations which are payable from the net revenues thereof, additional net
revenues to arise from any proposed rate increase and the additional net revenues as
projected by the City's rate consultants and consulting engineers as a result of the
improvements to be financed by these securities in question. On the basis of such study,
devise and recommend for city approval, a plan of financing to cover the proposed
bonds/obligations. Such plan shall include a maturity schedule and other terms and
conditions, such as option of prior payment and the like, that will result in the issuance
of bonds/obligations under terms and conditions most advantageous to the City,
consistent with a minimum effective interest rate .
(12) If a bond election is required, EH will assist City staff with the assemblage and
transmission to the bond attorneys of such data as may be required in the preparation
of the necessary petitions, orders, resolutions, notices and bonds; and will assist the
Governing Body in the expeditious handling thereof. The cost of such supplies is to
be paid by the City. In the event that the election should fail, then no fee shall be paid
for financial advisory services, unless the City and EH had previously agreed that the
scope of services was outside the context of normal financial advisory services and
therefore would be subject to an hourly fee
(13) If appropriate, direct the preparation of such information required for submission to
the municipal bond insurance companies for consideration to qualify the proposed
issue for municipal bond insurance and/or a surety policy. The cost of such insurance
and/or surety pol icy may be paid by the City; however, the successful purchaser of the
proposed issue is not precluded from paying such cost.
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B. Marketing
(1) Advise on the appropriate terms and conditions of the sale, such as maturity schedule
and other requirements. Consult with the City and advise on advantageous features
such as parity provisions, reserve requirements, sinking fund payments and redemption
provisions.
(2) Advise on the timing of the bond sale, taking into consideration such factors as
changing economic conditions, other sales, current and projected market trends and
convenience to the City.
(3) Coordinate the preparation of ordinances, resolutions, or amendments with bond
counsel, and ensure distribution of the necessary contracts, materials, authorizing
resolutions and other documents involved in the sale.
(4) Prepare an official statement on behalf of the City and with the cooperation of the City.
Advise the City of full-disclosure requirements and conformance to suggested
guidelines. Coordinate review and revision with City staff, bond counsel, and
underwriter's counsel. The official statement shall be subject to final review and
approval by the City prior to issuance.
(5) Publicize the issue with the preliminary official statement, notice of sale, bid forms and
such other means necessary and advisable to develop nationwide public and
institutional interest. The preliminary official statement will be distributed to potential
investors and purchasers of the City's securities across the nation. Those lead
underwriters who are most likely to be syndicate managers will be personally
contacted.
(6) Advertise the bond sale in nationally prominent financial publications, as may be
appropriate to the sale, in addition to coordinating state and local publication
requirements.
(7) Conduct information meetings if necessary and desirable with the investment
community, including investment bankers and institutional investors to establish
interest in the offering.
(8) Prepare a timetable of events leading to the sale and delivery of an offering indicating
who is responsible for each activity.
(9) Assist the City in the selection of an underwriter for negotiated sales. The City Chief
Financial Officer will approve the underwriters proposed by EH. Monitor and make
recommendations concerning the rates from a negotiated sale. Provide interest rate
information that compares the negotiated rates with the prevailing competitive market
rates.
(10) Receive and consolidate bids from competitive sales. Coordinate and handle the bid
opening and the evaluation of bids, check NIC or TIC calculations of bids submitted,
and advise on the acceptability of the best bid. Utilization of an electronic bidding
format is preferred.
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(11) Attend the Governing Body meeting relevant to the bid approval and prepare
necessary information for discussion with the City Council at the meeting. Make
presentations as necessary to the City Council relating to the bids, ratings, or issuance of
the bonds.
C. Bond Closing
(1) Prepare a closing memorandum for all parties, directing and coordinating the bond
closing.
(2) Furnish prompt recommendations for the investment of bond proceeds to maximize
earnings if requested by the City.
(3) Provide the City with an updated debt service schedule summary for all funds showing
required payment amounts and payment dates for each Series as well as an annual
aggregate payment for the life of each Series and all Series combined. Other useful
information may be included as recommended by EH.
(4) At the request of the City, EH shall conduct a bidding process with banks or other
institutions for the investment of bond proceeds in U.S. Treasury securities or other
legal instruments authorized by the City's investment policy or the bond documents.
(5) Meet with the City to critique the transaction and to determine what, if any, changes
should be made to effect future quality and procedural improvements or changes.
D. Work Products
Provide the following work products for each debt offering involving G.O., utility
revenue bonds, sales tax revenue bonds, or other direct obligations of the City of Allen
or the component units (EDC and CDC) of the City unless specific arrangements are
made for one or more of these products to be supplied by others.
(1) Presale analysis;
(2) Preliminary and Final Official Statements;
(3) Post sale analysis;
(4) Such other analysis, including analysis of funding alternatives, cash flow projections
and materials necessary for financial planning and bond sale purposes; and
(5) Continuing Disclosure information and updates (refer to II (4) below).
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II. OTHER SERVICES
(1) Meet with City staff and/or the City Governing Body regarding the capital requirements of
the City as requested by the City.
(2) Conduct such investigations and prepare special studies or reports as are requested or
authorized by the City staff and/or Governing Body. EH shall be available on a timely basis
at the direction of the City to conduct or prepare the studies or reports. These reports may
include issues related to G.O. bonds, Water & Sewer bonds, Sales Tax Revenue bonds,
Certificates of Obligation, short term financing, new bond legislation, Tax Increment
Financing bonds or any other issues that require financial advisory expertise.
(3) Meet with City staff on at least a quarterly basis to review the status of any potential escrow
restructurings, debt refunding, and project financings.
(4) Provide the City with Continuing Disclosure information and assist the City in the
preparation and submission of all Continuing Disclosure documents, as requested by the
City.
III. TERM - RIGHT OF TERMINATION
(1) This agreement shall take effect upon the latter of July 8th, 2025, or its approval by the City
Governing Body, and shall end on July 7th, 2030.
(2) Either party may cancel this agreement upon giving 30 days written notice.
(3) The city reserves the sole right to extend said agreement at the same specifications, terms,
and conditions in order to complete an activity which may be in process on July 8th, 2025.
IV. COMPENSATION
(1) General. A fee for financial advisory services shall be paid by the City only in relation to
a specific transaction and only upon the closing of that transaction. The proposed fee
schedule attached as Exhibit A, is incorporated herein as part of the agreement and reflects
the agreed compensation for financial advisory services.
(2) Other Issues. In the event that the Financial Advisor 's role is limited relating to the issuance
of certain types of debt instruments, a mutually agreeable fee shall be determined when a
limited scope of service is to be provided by EH.
(3) Under this agreement, EH will assume incidental out-of-pocket expenses, including local
travel expenses, communication expenses, and cost of financial analysis and reports
prepared by EH. The City will reimburse EH for extraordinary expenses, provided that
such reimbursement is authorized in advance by the City. The City will pay for official
publication costs, registration and paying agent fees, printing of bonds and official
statements, bond delivery costs, attorneys' fees, postage costs relating to the solicitation of
bids, rating agencies and bond insurance fees (if applicable), any local election expenses,
and related out-of-state travel expenses as authorized by the City of Allen. Authorized
expenses of this nature will be reimbursed regardless of whether or not a transaction closes.
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(4) Fees due under the fee schedule outlined above assumes successful completion of the
transaction, including the approval of the bids by the Governing Body, authorization to
issue the securities by the City Council, and closing of the issue. When the above does not
occur, no fee is due.
(5) Special Projects. The City may from time to time engage EH for certain special projects
not directly related to bond issuance or not specifically outlined in the services provided
herein. Under such circumstances, the scope of such work and the compensation for said
services will be negotiated on a case by case basis and will be agreed to in writing by both
parties in advance. The fees for the special projects will be based upon the hourly rates
shown in Exhibit A and is incorporated herein as part of this agreement.
V. ADDITIONAL MATTERS
(1) This Agreement may be modified only by the written agreement of both parties.
(2) This Agreement is subject to and governed by the laws of the state of Texas, without regard
to conflict of law rules. Exclusive venue for any actions shall be in the state district court
of Collin County. The parties agree to submit to the personal and subject jurisdiction of
said court.
(3) EH certifies that it is not in violation of the Texas "conflict of interest" statute.
(4) EH certifies that it is in compliance with all applicable Federal, State and local laws.
(5) EH further certifies that insurance coverage of the types and minimum liability limits as
set forth and required in the City's "Insurance Requirements for Contracted Professional
Services" will be maintained and carried in force for the duration of the contract.
(a) EH shall during the term hereof maintain in full force and effect the following
insurance: (1) An Errors and Omissions policy (professional liability) with a minimum
combined single limit of not less than $1,000,000. (2) Broad Form Commercial
General Liability insurance with a minimum combined single limit of not less than
$1,000,000 per occurrence with an aggregate of not less than $2 ,000,000; (3) A
Business Automobile Liability insurance policy with a minimum of $500,000
combined single limits coverage that applies to any vehicles owned and/or operated
by EH, its officers, agents, and employees, and used in the performance of this
Agreement. (4) Statutory Worker 's Compensation Insurance covering all employees
involved in the provision of services under this Agreement.
(b) All insurance shall be endorsed to provide the following provisions: (1) name the City,
its officers, and employees as additional insureds as to all applicable coverage with the
exception of Workers Compensation Insurance and Professional Liability; (2) provide
for at least thirty (30) days prior written notice to the City for cancellation, non -
renewal, or material change of the insurance; and (3) provide for a waiver of
subrogation against the City for injuries including death, property damage, or any other
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loss to the extent the same is covered by the proceeds of insurance, except for
Professional Liability Insurance.
(c) All insurance companies providing the required insurance shall be authorized to
transact business in Texas and rated at least "A" by AM Best or other equivalent rating
service.
(d) Certificates of insurance and copies of policy endorsements evidencing the required
coverages shall be submitted prior to commencement of services. On every date of
renewal of the required insurance policies, the EH shall cause a certificate of insurance
and policy endorsements to be issued evidencing the required insurance herein and
delivered to the City. In addition, EH shall within ten (10) business days after written
request provide the City with certificates of insurance and pol icy endorsements for the
insurance required herein.
(6) This Agreement shall be binding upon the undersigned parties, their successors and
assigns, but may not be assigned by EH without the approval of the City Manager.
(7) Notice. Any notice required or permitted to be given by either party to the other shall be in
writing and shall be deemed to have been duly given when delivered personally or three
(3) days following the deposit of such notice in the United States mail, sent by c ertified
mail, return receipt requested, in a postage paid envelope addressed to the party at the
address set out below:
If intended for the City, then to:
City of Allen
305 Century Parkway
Allen, Texas 75013-8042
Attn: City Manager
with copy to:
Peter G. Smith
Nichols, Jackson, Dillard, Hager & Smith, L.L.P.
1800 Ross Tower
500 N. Akard
Dallas, Texas 75201
If intended to EH, then to:
Estrada Hinojosa
600 N. Pearl St., Suite 2100
South Tower
Dallas, Texas 75201
(8) Survival of Covenants. Any of the representations, warranties, covenants, and obligations
of the parties, as well as any rights and benefits of the parties, pertaining to a period of time
following the termination of this Agreement shall survive termination.
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(9) INDEMNIFICATION. CITY SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE,
OR INJURY OF ANY KIND OR CHARACTER TO ANY PERSON OR PROPERTY
ARISING FROM THE SERVICES OF EH PURSUANT TO THIS AGREEMENT. EH
HEREBY WAIVES ALL CLAIMS AGAINST CITY, ITS OFFICERS, AGENTS AND
EMPLOYEES (COLLECTIVELY REFERRED TO IN THIS SECTION AS "CITY")
FOR DAMAGE TO ANY PROPERTY OR INJURY TO, OR DEATH OF, ANY
PERSON ARISING AT ANY TIME AND FROM ANY CAUSE OTHER THAN THE
NEGLIGENCE OR WILLFUL MISCONDUCT OF CITY OR BREACH OF CITY'S
OBLIGATIONS HEREUNDER. EH AGREES TO INDEMNIFY AND SAVE
HARMLESS CITY FROM AND AGAINST ANY AND ALL LIABILITIES,
DAMAGES, CLAIMS, SUITS, COSTS (INCLUDING COURT COSTS, ATTORNEYS'
FEES AND COSTS OF INVESTIGATION) AND ACTIONS OF ANY KIND BY
REASON OF INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS
OF PROPERTY TO THE EXTENT CAUSED BY EH'S NEGLIGENT PERFORMANCE
OF SERVICES UNDER THIS AGREEMENT OR BY REASON OF ANY NEGLIGENT
ACT OR OMISSION ON THE PART OF EH, ITS OFFICERS, DIRECTORS,
SERVANTS, EMPLOYEES, REPRESENTATIVES, CONSULTANTS, LICENSEES,
SUCCESSORS OR PERMITTED ASSIGNS (EXCEPT WHEN SUCH LIABILITY,
CLAIMS, SUITS, COSTS, INJURIES, DEATHS OR DAMAGES ARISE FROM OR
ARE ATTRIBUTED TO NEGLIGENCE OF THE CITY, IN WHOLE OR IN PART, IN
WHICH CASE EH SHALL INDEMNIFY CITY ONLY TO THE EXTENT OR
PROPORTION OF NEGLIGENCE ATTRIBUTED TO EH AS DETERMINED BY A
COURT OR OTHER FORUM OF COMPETENT JURISDICTION). EH'S
OBLIGATIONS UNDER THIS SECTION shall not be limited to the limits of coverage of
INSURANCE MAINTAINED OR REQUIRED TO BE MAINTAINED BY EH UNDER
THIS AGREEMENT. THIS PROVISION SHALL SURVIVE THE TERMINATION OF
THIS AGREEMENT.
(10) Boycott Israel; Boycott Energy Companies; and Prohibition of Discrimination against
Firearm Entities and Firearm Trade Associations.
(a) EH verifies that it does not Boycott Israel and agrees that during the term of the
Agreement will not Boycott Israel as that term is defined in Texas Government Code
Section 808.001, as amended.
(b) EH verifies that it does not Boycott Energy Companies and agrees that during the term
of this Agreement will not Boycott Energy Companies as that term is defined in Texas
Government Code Section 809.001, as amended.
(c) EH verifies that it does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association as those terms are
defined in Texas Government Code Section 2274.001, as amended; and (ii) will not
discriminate during the term of this Agreement against a firearm entity or firearm trade
association.
(d) This section does not apply if EH is a sole proprietor, a non -profit entity, or a
governmental entity; and only applies if: (i) EH has ten (10) or more fulltime
employees and (ii) this Agreement has a value of $100,000.00 or more to be paid under
the terms of this Agreement.
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IN WITNESS WHEREOF, said parties have caused this agreement to be signed by their duly-
authorized representatives.
CITY OF ALLEN, TEXAS ESTRADA HINOJOSA
_____________________________ _____________________________
Eric Ellwanger David Gordon
City Manager Senior Managing Director
ATTEST:
_____________________________
Shelley B. George, TRMC
City Secretary
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EXHIBIT A
PROPOSED FEE SCHEDULE
Estrada Hinojosa proposes the fee schedule shown below.
_________________________________________________________________________
In consideration for the services rendered by Estrada Hinojosa, the Issuer agrees that our fee for
each issue of Obligations will be as follows:
Base Fee $4,500 1
Plus $ 14.00 per $1,000 up to $ 250,000 or $8,000 for $250,000 Bonds
Plus 10.00 per $1,000 next 250,000 or 10,500 for $500,000 Bonds
Plus 6.00 per $1,000 next 500,000 or 13,500 for $1,000,000 Bonds
Plus 3.00 per $1,000 next 1,500,000 or 18,000 for $2,500,000 Bonds
Plus 1.20 per $1,000 next 2,500,000 or 21,000 for $5,000,000 Bonds
Plus 0.85 per $1,000 next 5,000,000 or 25,250 for $10,000,000 Bonds
Plus 0.46 per $1,000 over 10,000,000
Note: “Bonds” – par plus premium minus discount.
Fees for revenue bonds or other self-supporting obligations including those obligations placed or
directly issued to governmental entities or Private Placements and/or other Debt Instruments
involving Escrow Agreements and Refunding Bonds: it is understood and agreed that our fee will
be the fee schedule set out above plus 25%.
It is also understood and agreed that we will charge, in addition to our Financial Advisory fee, a
computer fee not to exceed $6,000 and an Official Statement preparation fee of $4,000 whenever
an official statement is prepared.
Estrada Hinojosa will bill the Issuer at Closing for each issue of Obligations a net amount which
will include a fee calculated on the above schedule. Other costs associated with the completion
of the project to be billed at closing include: bond insurance or other credit enhancement fees,
messenger, overnight delivery, photocopying, postage and telephone reports of independent
auditors or consultants travel and related expenses of the issuer and company personnel, on out-
of-state related travel, if any.
For work performed which is outside of the context a debt issuance, it is agreed that Estrada
Hinojosa will charge an hourly rate for work performed based on the fee schedule shown below.
Title Hourly Rate
Senior Vice President and Above $ 225.00
Vice President 175.00
Assistant Vice President 145.00
Senior Associate 115.00
Associate 85.00
Administrative 65.00
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APPENDIX B
DISCLOSURE STATEMENT REQUIRED
BY
MUNICIPAL SECURITIES RULEMAKING BOARD
This Disclosure Statement is provided by TRB Capital Markets, LLC (d/b/a Estrada Hinojosa) (“Municipal
Advisor”) to CITY OF ALLEN, TEXAS (“Client”) in connection with the Municipal Advisor
Engagement Letter dated (the “Agreement”) and is dated as of the same date as the Agreement. This
Disclosure Statement provides information regarding conflicts of interest pursuant to MSRB Rule G-42(b)
and the events required to be disclosed to Client pursuant to MSRB Rule G-42 (c)(ii).
Part A (Disclosures of Conflicts of Interest)
MSRB Rule G-42 requires that municipal advisors provide to their clients disclosures relating to
any actual or potential material conflicts of interest, including certain categories of potential
conflicts of interest identified in Rule G-42, if applicable.
Accordingly, Municipal Advisor makes the following disclosures with respect to material conflicts
of interest in connection with the Scope of Services under the Agreement, together with
explanations of how Municipal Advisor addresses or intends to manage or mitigate each conflict.
To that end, with respect to all of the conflicts disclosed below, Municipal Advisor mitigates such
conflicts through its adherence to its fiduciary duty to Client, which includes a duty of loyalty to
Client in performing all municipal advisory activities for Client. This duty of loyalty obligates
Municipal Advisor to deal honestly and with the utmost good faith with Client and to act in
Client’s best interests without regard to Municipal Advisor’s financial or other interests.
In addition, because Municipal Advisor is a broker-dealer with significant capital due to the nature
of its overall business, the success and profitability of Municipal Advisor is not dependent on
maximizing short-term revenue generated from individualized recommendations to its clients but
instead is dependent on long-term profitability built on a foundation of integrity, quality of service,
and strict adherence to its fiduciary duty. Furthermore, Municipal Advisor’s supervisory structure,
leveraging our long-standing and comprehensive broker-dealer supervisory processes and
practices, provides strong safeguards against individual representatives of Municipal Advisor
potentially departing from their regulatory duties due to personal interests. The disclosures below
describe, as applicable, any additional mitigations that may be relevant with respect to any specific
conflict disclosed below.
1. Compensation-Based Conflicts. If fees due under this Agreement are partially based on
the size of a bond Issue and contingent upon the delivery of the bonds, this form of
compensation has the potential to create a conflict of interest. While customary in the
municipal securities market, the potential conflict of interest arises from the incentive for a
Municipal Advisor to recommend unnecessary financings or financings that are
disadvantageous to Client, or to advise Client to increase the size of the issue. This conflict of
interest is mitigated by the general mitigations described above.
2. Other Municipal Advisor or Underwriting Relationships. Municipal Advisor serves a
wide variety of other clients that may from time to time have interests that could have a direct
or indirect impact on the interests of Client. For example, Municipal Advisor serves as
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municipal advisor to other municipal advisory clients and, in such cases, owes a duty to such
other clients just as it does to Client under this Agreement. These other clients may, from time
to time and depending on the specific circumstances, have competing interests, such as
accessing the new issue market with the most advantageous timing and with limited
competition at the time of the offering.
In acting in the interests of its various clients, Municipal Advisor could potentially face a
conflict of interest arising from these competing client interests. In other cases (such as a
broker-dealer that engages in underwritings of new issuances of municipal securities by other
municipal entities), the interests of Municipal Advisor to achieve a successful and profitable
underwriting for its municipal entity underwriting clients could potentially constitute a
conflict of interest if, as in the example above, the municipal entities that Municipal Advisor
serves as underwriter or municipal advisor have competing interests in seeking to access the
new issue market with the most advantageous timing and with limited competition at the time
of the offering. None of these other engagements or relationships would impair Municipal
Advisor’s ability to fulfill its duties to Client.
3. Broker-Dealer Business. Municipal Advisor is a broker-dealer that provides
underwriting services to its clients, in addition to serving as a municipal advisor. Such
underwriting activities may be undertaken on behalf of, or as counterparty to, current or
potential investors in the securities of Client. These other clients may, from time to time and
depending on the specific circumstances, have interests in conflict with those of Client, such
as when their buying or selling of Client’s securities may have an adverse effect on the market
for Client’s securities, and the interests of such other clients could create the incentive for
Municipal Advisor to make recommendations to Client that could result in more advantageous
pricing for the other clients. Any potential conflict arising from Municipal Advisor effecting
or otherwise assisting such other clients in connection with underwriting transactions is
mitigated by means of such activities being engaged in on customary terms under an active
and long-standing regulatory structure, thereby reducing the likelihood that the interests of
such other clients would have an impact on the services provided by Municipal Advisor to
Client under this Agreement.
At this time, there are not actual material conflicts of interest known to Municipal Advisor in
connection with the current Agreement. Municipal Advisor has listed the potential conflicts
of interest to comply with MSRB G-42.
At this time, there are no actual material conflicts of interest known to Municipal Advisor in connection
with the current Agreement. Municipal Advisor has listed the potential conflicts of interest to comply with
MSRB Rule G-42.
Part B (Disclosures of Information Regarding Legal Events and Disciplinary History)
MSRB Rule G-42 requires that municipal advisors provide to their clients certain disclosures of legal
or disciplinary events material to its client’s evaluation of the municipal advisor or the integrity of the
municipal advisor’s management or advisory personnel. The following legal or disciplinary events
may be material to Client’s evaluation of Municipal Advisor or the integrity of Municipal Advisor’s
management or advisory personnel:
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1. In March 2012, the Municipal Advisor paid a $10,000 fine to settle a FINRA enforcement
matter arising from the late filing of Final Official Statements.
2. In July 2015, the Municipal Advisor paid a $17,500 fine to settle a FINRA enforcement
matter arising from the late and/or inaccurate reporting of municipal bond trades.
3. In September 2015, the Municipal Advisor settled an enforcement action brought by the
United States Securities and Exchange Commission as a result of their Municipal Continuing
Disclosure Initiative (MCDC). As part of the settlement, the Municipal Advisor paid a
$40,000 fine.
A full report of the Municipal Advisor’s disciplinary history, including the events summarized
above, can be found on the Municipal Advisor’s Form MA and Form MA-I filings. These filings
are available online in the EDGAR database maintained by the United States Securities and
Exchange Commission at this location: https://www.spc.gov/cgi-bin/browse-
edgar?company=estrada+hinojosa&owner=execludeiaction=getcompany
The SEC permits certain items of information required on Form MA or MA-I to be provided by
reference to such required information already filed by Municipal Advisor in its capacity as a
broker-dealer on Form BD or Form U4 as applicable. The disclosures filed on Form MA and Form
MA-I were all filed on Form BD or U4 for the applicable event. Detailed information provided
by Municipal Advisor on Form BD or Form U4 is publicly accessible through reports generated
by FINRA’s BrokerCheck at http://brokercheck.finra.org. For purposes of accessing such
BrokerCheck reports, Municipal Advisor’s CRD number is 322618.
The disclosure items listed above were all related to the Underwriting business segment of
Advisor; not from any activity relating to our Municipal Advisory business segment. The events
themselves were technical in nature and did not involve any investor harm or market disruption.
The Municipal Advisor last updated Form MA on March 26, 2024.
Part C Future Supplemental Disclosures
As required by MSRB Rule G-42, this Disclosure Statement may be supplemented or amended, from time
to time as needed, to reflect changed circumstances resulting in new conflicts of interest or changes in the
conflicts of interest described above, or to provide updated information with regard to any legal or
disciplinary events of Municipal Advisor. Municipal Advisor will provide Client with any such supplement
or amendment as it becomes available throughout the term of the Agreement.
Sincerely,
TRB Capital Markets, LLC (d/b/a Estrada Hinojosa)
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APPENDIX C
DISCLOSURE STATEMENT REQUIRED
BY
THE STATE OF TEXAS
TRB Capital Markets, LLC (d//b/a Estrada Hinojosa) (“Firm”) hereby represents and warrants that the
following statements are true and correct:
(a) Pursuant to Section 2270.002, Texas Government Code, Estrada Hinojosa hereby represents that
it does not Boycott Israel (as defined in Section 2270.002, Texas Government Code) and, subject
to or as otherwise required by applicable Federal law, including, without limitation, 50 U.S.C.
Section 4607, the Lender agrees not to Boycott Israel during the term of this Agreement.
(b) Estrada Hinojosa hereby acknowledges that (a) Estrada Hinojosa does not engage in business with
Iran, Sudan or any foreign terrorist organization and (b) Estrada Hinojosa is not listed by the Texas
Comptroller as described in Section 2252.152 of the Texas Government Code.
(c) Pursuant to section 2274.002, Texas Government Code, Estrada Hinojosa hereby represents that
it does not
a Boycott energy companies and, will not boycott energy companies during the term of this
Agreement and
b Does not have a practice, policy, guidance or directive that discriminates against a firearm
entity or firearm trade association during the term of this Agreement.
Sincerely,
TRB Capital Markets, LLC (d//b/a Estrada Hinojosa)
NOTIFICATION REQUIRED BY MUNICIPAL SECURITIES RULE MAKING BOARD RULE G-10
INVESTOR EDUCATION AND PROTECTION
The rule referred to requires us to provide you with information related to municipal advisory services
provided by Firm. Please note that Firm is registered with the United States Securities and Exchange
Commission (“SEC”) and the Municipal Securities Rulemaking Board (“MSRB”). As such, the Firm is
subject to the regulations and rules established by the SEC and MSRB which apply to municipal advisory
activities.
The website for the SEC is www.sec.gov and the website for the MSRB is www.msrb.org. In addition to
having educational materials about the municipal securities market, the MSRB website has an investor
brochure that describes the protections that may be provided by the MSRB Rules and how to file a complaint
against the Firm or a representative with the FINRA Investor Com